Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 04, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Mount TAM Biotechnologies, Inc. | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Trading Symbol | MNTM | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001589361 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 55,710,702 | ||
Entity Public Float | $ 751,529 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Contained File Information, File Number | 333-192060 | ||
Entity Incorporation, State Country Name | Nevada | ||
Entity Address, Address Line One | 106 Main Street, Suite 4E | ||
Entity Address, City or Town | Burlington | ||
Entity Address, State or Province | Vermont | ||
Entity Address, Postal Zip Code | 05401 | ||
City Area Code | 425 | ||
Local Phone Number | 214-4079 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Cash and cash equivalents | $ 57,641 | $ 46,082 |
Prepaid expense | 4,677 | 3,529 |
Total Current Assets | 62,318 | 49,611 |
Other Assets | ||
Deposit | 2,046 | 7,046 |
Total Assets | 64,364 | 56,657 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 851,015 | 909,050 |
Accounts payable and accrued liabilities- related parties | 609 | 18,234 |
Notes payable | 17,500 | 17,500 |
Convertible debenture, net of unamortized debt discount | 1,314,989 | 676,410 |
Total Current Liabilities | 2,184,113 | 1,621,195 |
Total Liabilities | 2,184,113 | 1,621,195 |
Stockholders' Deficit | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 55,630,702 and 53,320,702 shares issued and outstanding | 5,563 | 5,332 |
Stock subscription payable | (45) | (45) |
Additional paid in capital | 6,852,327 | 5,579,978 |
Accumulated deficit | (8,977,593) | (7,149,803) |
Total Stockholders' Deficit | (2,119,749) | (1,564,538) |
Total Liabilities and Stockholders' Deficit | $ 64,364 | $ 56,657 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common Stock, par or stated value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 55,630,702 | 53,320,702 |
Common Stock, shares outstanding | 55,630,702 | 53,320,702 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Cost of Goods Sold | 0 | 0 |
Gross Profit | 0 | 0 |
Operating Expenses | ||
Research and development | 456,955 | 688,668 |
General and administrative | 1,359,736 | 1,842,122 |
Total operating expenses | 1,816,691 | 2,530,790 |
Operating loss | (1,816,691) | (2,530,790) |
Other Income/Expenses | ||
Other Income | 0 | 534 |
Sale of subsidiary, net expenses | 332,801 | 0 |
Interest expense | (54,771) | (19,321) |
Amortization of debt discount | (289,128) | (66,520) |
Total other income/(expense) | (11,098) | (85,307) |
Loss from operations before Taxes | (1,827,789) | (2,616,097) |
Provision for income taxes | 0 | 0 |
Net (Loss) | $ (1,827,789) | $ (2,616,098) |
Net income/(loss) per share - basic and diluted | $ (0.03) | $ (0.05) |
Weighted average common shares - basic and diluted | 54,495,250 | 50,273,900 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity Deficit - USD ($) | Common Stock | Additional Paid-In Capital | Stock to be Issued | Stock Subscription Payable | Accumulated Deficit | Total |
Equity Balance, beginning of period, Value at Dec. 31, 2016 | $ 4,784 | $ 3,676,871 | $ 57,895 | $ (45) | $ (4,533,705) | $ (794,201) |
Equity Balance, beginning of period, Shares at Dec. 31, 2016 | 47,846,984 | |||||
Shares issued to Buck, Value | $ 44 | 100,563 | (57,895) | 42,712 | ||
Shares issued to Buck, Shares | 435,256 | |||||
Fair value of options | 981,875 | 981,875 | ||||
Beneficial conversion feature on the convertible note | 18,750 | 18,750 | ||||
Common stock from private placement, Value | $ 504 | 801,920 | 802,424 | |||
Common stock from private placement, Shares | 5,038,462 | |||||
Net loss | (2,616,098) | (2,616,098) | ||||
Equity Balance, end of period, Value at Dec. 31, 2017 | $ 5,332 | 5,579,978 | 0 | (45) | (7,149,803) | (1,564,538) |
Equity Balance, end of period, Shares at Dec. 31, 2017 | 53,320,702 | |||||
Shares issued to Buck, Value | $ 11 | 6,109 | 6,120 | |||
Shares issued to Buck, Shares | 110,000 | |||||
Shares issued as beneficial conversion feature on the convertible note, Value | $ 200 | 121,200 | 121,400 | |||
Shares issued as beneficial conversion feature on the convertible note, Shares | 2,000,000 | |||||
Fair value of options | 980,909 | 980,909 | ||||
Beneficial conversion feature on the convertible note | 158,750 | 158,750 | ||||
Shares issued as beneficial conversion feature on the convertible note,Value | $ 20 | 5,380 | 5,400 | |||
Shares issued as beneficial conversion feature on the convertible note,Shares | 200,000 | |||||
Net loss | (1,827,790) | (1,827,789) | ||||
Equity Balance, end of period, Value at Dec. 31, 2018 | $ 5,563 | $ 6,852,326 | $ 0 | $ (45) | $ (8,977,593) | $ (2,119,749) |
Equity Balance, end of period, Shares at Dec. 31, 2018 | 55,630,702 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,827,789) | $ (2,616,098) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Fair value of options | 980,909 | 981,875 |
Stock based compensation | 6,120 | 42,712 |
Amortization of debt discount | 289,128 | 66,520 |
Amortization of prepaid expenses | 21,162 | 21,818 |
Gain on sale of subsidiary | (332,801) | |
Changes in operating assets and liabilities: | ||
Prepaid expense | (4,735) | (3,600) |
Deposits | 5,000 | (7,046) |
Accounts payable and accrued liabilities | (75,661) | 324,555 |
Net cash used in operating activities | (938,667) | (1,189,264) |
Cash Flows from Investing Activities | ||
Proceed from sale of subsidiary | 332,801 | 0 |
Net cash provided by investing activities | 332,801 | 0 |
Cash Flows from Financing Activities | ||
Proceeds from loans | 635,000 | 75,000 |
Payment of loans | (17,575) | (17,575) |
Proceeds from issuance of common stock | 0 | 802,422 |
Net Cash Provided by financing activities | 617,425 | 859,847 |
Net (decrease) increase in cash | 11,559 | (329,417) |
Cash, beginning of period | 46,082 | 375,499 |
Cash, end of period | 57,641 | 46,082 |
Non-cash investing and financing activities: | ||
Debt discount due to beneficial conversion feature on note | 285,550 | 18,750 |
Shares issued as part of stock to be issued | 0 | 57,895 |
Loan received shown as prepaid expenses | $ 17,560 | $ 17,575 |
Note 1 - Nature of The Business
Note 1 - Nature of The Business | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 1 - Nature of The Business | Note 1 – Nature of the Business The terms "we," "us," "our," "registrant," and the "Company" refer to Mount Tam Biotechnologies, Inc., a Nevada corporation, and, where applicable, Mount Tam Biotechnologies, Inc., a Delaware corporation and our wholly-owned subsidiary ("Mount Tam"). The Company is an early-stage life sciences and technology company pursuing the development of bio-pharmaceuticals to treat autoimmune diseases. The Company intends to optimize and bring to market a portfolio of products focused on improving the health and wellbeing of individuals afflicted with autoimmune diseases. The Company is headquartered in the San Francisco Bay Area, and may go to market both vertically and horizontally by product/technology specialties and provide our customers with treatment options. On August 13, 2015, Mount Tam entered into a Share Exchange and Conversion Agreement (the "Exchange Agreement") with the Company and certain other persons party thereto. Immediately following the effective time of the Exchange Agreement, Mount Tam's stockholders (as of immediately prior to the transactions contemplated by the Exchange Agreement (such transactions, the "Share Exchange")) owned approximately 57.14% of the Company's outstanding common stock and the Company's stockholders (as of immediately prior to the Share Exchange) owned approximately 42.86% of the Company's outstanding common stock. Additionally, following the Share Exchange, the business conducted by Mount Tam became the primary the business conducted by the Company. As a result of the Share Exchange, Mount Tam became a wholly-owned subsidiary of the Company. However, the former stockholders of Mount Tam acquired a majority of the outstanding shares of the Company's common stock. In connection with the Share Exchange, a former shareholder of the Company agreed to surrender all of his shares of the Company's common stock in exchange for $30,000, and all of the issued and outstanding shares of Epicurean Cigars, Inc., which at the time was a wholly-owned subsidiary of the Company which had a nominal remaining net liability. The shares were returned to the Company, and the $30,000 due to the shareholder has been accrued as of December 31, 2015 . Effective on August 31, 2015, the Company changed its name from TabacaleraYsidron, Inc. to Mount TAM Biotechnologies, Inc. The name change was effected through a parent/subsidiary short-form merger of Mount TAM Biotechnologies, Inc., our wholly-owned Nevada subsidiary which we formed solely for the purpose of the name change, with and into the Company, with the Company as the surviving corporation. With the exception of the name change, there were no changes to the Company's Articles of Incorporation or Bylaws. There will be no mandatory exchange of stock certificates. The Company's trading symbol on the OTC Markets (OTC Pink) marketplace was changed to "MNTM" from "TQBY". Mount Tam Biotechnologies, Inc., the Company's wholly-owned legal subsidiary, was the "accounting acquirer," and for accounting purposes, the TYI was deemed as having been "acquired" in the Merger. The board of directors and officers that managed and operated Mount Tam immediately prior to the effective time of the Merger became the Company's board of directors and officers. To meet its business objectives, Mount Tam formed a strategic partnership with the Buck Institute for Research on Aging ("Buck Institute"), an independent research facility focused on understanding the connection between aging and chronic disease. As part of the partnership, Mount Tam signed an exclusive worldwide licensing and collaboration agreement with the Buck Institute that includes many of the Buck Institute's intangible research and development assets in the area of autoimmune disorders. The initial focus of Mount Tam's research and development efforts will be a pre-clinical stage compound for the treatment and diagnosis of systemic lupus erythematosus, a common form of lupus. Mount Tam has not produced any revenues from the intangible research and development assets it acquired from Buck Institute and it has not commenced its planned principal operations. The production and marketing of the Company's products and its ongoing research and development activities will be subject to extensive regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any drug developed by the Company must undergo rigorous preclinical (animal) and clinical (human) testing and an extensive regulatory approval process implemented by the Food and Drug Administration under the Food, Drug and Cosmetic Act. In addition, the Company's success will depend in part on its ability to obtain and maintain patents, exploit its product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. The following reflects the Company's current, post-merger corporate structure (State of Incorporation): Mount Tam Biotechnologies, Inc., formerly TabacaleraYsidron, Inc. (Nevada) Mount Tam Biotechnologies, Inc. (Delaware) - Sold October 2018. Mount Tam Therapeutics, Inc. (Delaware) – Formed October 2018. The Company is a publicly-traded biotechnology company dedicated to speeding the delivery of new treatment options to patients affected by autoimmune diseases through the development and application of highly specialized drug targeting platforms and formulation expertise. The Company focuses on underserved patient populations where it can have the greatest potential impact. Mount Tam's clinical division advances clinical-stage product candidates towards marketing approval and commercialization. The Company is subject to a number of risks, including: the need to raise capital through equity and/or debt financings; the uncertainty whether the Company's research and development efforts will result in successful commercial products; competition from larger organizations; reliance on licensing proprietary technology of others; dependence on key personnel; uncertain patent protection; and dependence on corporate partners and collaborators. See the section titled "Risk Factors" included elsewhere in this Annual Report on Form 10-K. History The Company was established in November 2011 under the name TabacaleraYsidron. Mount Tam was incorporated on August 13, 2014 (date of inception). On August 13, 2014, Mount Tam issued 9,000,000 shares of common stock, $0.0001 par value, for $900. On August 13, 2015, Mount Tam and the Company entered into the Exchange Agreement as described above. The Share Exchange was treated as a reverse acquisition of the Company, a public shell company at the time, by Mount Tam for financial accounting and reporting purposes. As such, Mount Tam was treated as the acquirer for accounting and financial reporting purposes while the Company is treated as the acquired entity for accounting and financial reporting purposes. As a result of the Share Exchange, $50,048 account payable and $17,500 note payable of the Company was brought forward at their book values and no goodwill has been recognized. Prior to the Share Exchange, the Company was a non-operating public shell company with nominal operations and nominal assets. On October 18, 2018, the “Company” and Mount Tam, its wholly-owned subsidiary, entered into a stock purchase agreement (the “SPA”) with ARJ Consulting, LLC, a New York limited liability company (the “Buyer”), pursuant to which the Company sold 100% of the capital stock in and of Mount Tam Delaware subsidiary to the Buyer (the “Sale Transaction”). Prior to the Sale Transaction, the Company caused Mount Tam to transfer certain assets, including the Buck Institute License Agreement, that Mount Tam was holding to another wholly-owned subsidiary of the Company, Mount Tam Therapeutics, Inc., a newly formed Delaware corporation. At the time of the Sale Transaction Mount Tam possessed certain Net Operating Losses and tax credits. Pursuant to the terms of the SPA, the Buyer purchased Mount Tam for a purchase price of $410,000. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 2 - Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2018 are applied consistently in these consolidated financial statements. Basis of Presentation The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States. All intercompany accounts have been eliminated. The Company's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Through December 31, 2018, the Company had accumulated losses of approximately $8,977,593 and a working capital deficit of $2,121,795. Management expects to incur further losses for the foreseeable future. The Company plans to continue to review strategic partnerships, collaborations and potential equity sales as a potential means to fund its preclinical and clinical programs in the future. Until the Company can generate sufficient levels of cash from its operations, the Company expects to continue to finance future cash needs primarily through proceeds from equity or debt financings, loans and collaborative agreements with corporate partners or through a business combination with a company that has such financing in order to be able to sustain its operations until the Company can achieve profitability and positive cash flows, if ever. On August 13, 2015, upon the closing of the Share Exchange (as discussed further in Note 1, Business, and Note 6, Issuance of Common Stock), Mount Tam's stockholders exchanged each share of Mount Tam's common stock into 2.67 shares of the Company's common stock. Therefore, all shares of common stock are reported in these consolidated financial statements on a post-Share Exchange basis. Management plans to seek additional debt and/or equity financing for the Company through private or public offerings or through a business combination or strategic partnership, but it cannot assure that such financing or transaction will be available on acceptable terms, or at all. The uncertainty of this situation raises substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the failure to continue as a going concern. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Management makes estimates that affect certain accounts including deferred income tax assets, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of those investments approximates their fair market value due to their short maturity and liquidity. Cash and cash equivalents include cash on hand and amount on deposit with financial institutions, which amounts may at times exceed federally insured limits. The Company has not experienced any losses on such accounts and it does not believe it is exposed to any significant credit risk. As of December 31, 2018 and 2017 the Company had cash and cash equivalents of $57,641 and $46,082, respectively. Fair Value of Financial Instruments The carrying amounts of certain of the Company's financial instruments including cash and cash equivalents, prepaid expenses, accounts payable, accrued liabilities and note payable approximate fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements. Income Taxes The Company utilizes FASB ASC 740, "Income Taxes," which requires the 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 determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is "more likely-than-not" that a deferred tax asset will not be realized. The Company generated a deferred tax asset through net operating loss carry-forward. However, a valuation allowance of 100% has been established due to the uncertainty of the Company's realization of the net operating loss carry forward prior to its expiration. We utilize the liability method of accounting for income taxes as set forth in ASC 740. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statements and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In determining the need for valuation allowances we consider projected future taxable income and the availability of tax planning strategies. If in the future we determine that we would not be able to realize our recorded deferred tax assets, an increase in the valuation allowance would be recorded, decreasing earnings in the period in which such determination is made. We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where there is greater than 50% likelihood that a tax benefit will be sustained, we have recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that bas full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained no tax benefit bas been recognized in the consolidated financia1 statements. Research and Development costs The Company follows Accounting Standards Codification Subtopic ("ASC") 730-10, "Research and Development," in which research and development costs are charged to the statement of operations as incurred. During the year ended December 31, 2018 and 2017 the Company incurred $456,955 and $688,668, respectively of expenses related to research and development costs. Net Earnings (Loss) Per Common Share The Company computes earnings per share under ASC 260-10, "Earnings Per Share". Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. Diluted loss per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into common stock (using the "treasury stock" method), unless their effect on net loss per share is anti-dilutive. There were no potentially dilutive shares for the year ended December 31, 2018. The potential shares, which are excluded from the determination of basic and diluted net loss per share as their effect is anti-dilutive, are as follows: December 31, 2018 December 31, 2017 Options to purchase common stock 10,690,000 6,465,000 Warrants to purchase common stock 1,009,616 1,009,616 Convertible notes 84,094,000 2,887,518 Potential equivalent shares excluded 95,793,616 10,362,134 Accounts Payable Accounts payable and accrued expenses include the following as of December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Accounts payable $ 464,057 $ 457,434 Accounts payable to related parties 609 18,234 Accrued legal fees 94,548 210,865 Accrued interest 92,816 38,865 Accrued salary 199,596 129,740 Total accounts payable and accrued expenses $ 851,624 $ 927,285 Fair Value Measurements The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"). ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date. Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs for the asset or liability. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. For the year ended December 31, 2018, the Company has determined that there we no assets or liabilities measured at fair value on a recurring basis. The Company believes the carrying amounts of Cash and cash equivalents, other current assets, accounts payable, accrued expenses salaries, wages and payroll taxes, and other accrued expenses are a reasonable approximation of the fair value of those financial instruments because of the nature of the underlying transactions and the short-term maturities involved. Going Concern The Company's financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has no significant operating history and had a cumulative net loss from inception (August 13, 2014) to December 31, 2018 of $8,998,361. The Company has a working capital deficit (current liabilities minus current assets) of $2,121,795 as of December 31, 2018. Since inception, the Company has been funded through debt and equity financings. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. The accompanying financial statements for the period ended December 31, 2018, have been prepared assuming the Company will continue as a going concern. The Company believes its cash resources are insufficient to meet its anticipated needs during the next twelve months. The Company will require additional financing to fund its future planned operations, including research and development and clinical trials and commercialization of its product candidates. In addition, the Company will require additional financing in order to seek to license or acquire new assets, research and develop any potential patents and the related compounds, and obtain any further intellectual property that the Company may seek to acquire. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management's plans to continue as a going concern include raising additional capital through borrowing and sales of common stock. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be forced to delay or scale down some or all of its development activities or perhaps even cease the operation of its business. Since its inception, the Company has funded its operations primarily through debt financings and it expects that it will continue to fund its operations through a mix of equity and debt financings. If the Company secures additional financing by issuing equity securities, its existing stockholders' ownership will be diluted. The Company also expects to pursue non-dilutive financing sources. However, obtaining such financing would require significant efforts by the Company's management team, and such financing may not be available, and if available, could take a long period of time to obtain. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Comprehensive Loss Comprehensive loss is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investment owners and distributions to owners. For the periods presented, comprehensive loss did not differ from net loss. Collaborative Arrangements The Company and its collaborative partners are active participants in the collaborative arrangements and both parties are exposed to significant risks and rewards depending on the commercial success of the activity. The Company records all expenses related to collaborative arrangements as research and development expense in the consolidated statements of operations as incurred. Recent Accounting Pronouncements In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Going Concern ("ASU 2014-15"). ASU 2014-15 provides GAAP guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. The standard will be effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The adoption of this standard did not have a material impact on the Company's financial statements. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest – Imputation of Interest: Simplifying the presentation of Debt Issuance Costs ("ASU 2015-03"). The standard requires entities to present debt issuance costs on the balance sheet as a direct deduction from the related debt liability rather than as an asset, and the amortization is reported as interest expense. The result of application of this guidance would be to reduce the deferred financing costs balance, with a corresponding reduction to the long term liabilities to which the debt issuance costs relate in the balance sheets. The standard does not affect recognition and measurement of debt issuance costs. The Company adopted ASU 2015-03 on January 1, 2016. The adoption of this standard did not have a material impact on the Company's financial statements. Recent Accounting Pronouncements Issued and Adopted as of December 31, 2018 In January 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The adoption of this standard did not have a material impact on the Company's financial statements. In April 2015, the FASB issued ASU 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement," which provides guidance about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015, and early adoption is permitted. The adoption of this standard did not have a material impact on the Company's financial statements. In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements – Going Concern (Subtopic 205-40), effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. This standard provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual reporting periods ending after December 15, 2016, and early adoption is permitted. The Company adopted this guidance on January 1, 2017. The adoption of this standard did not have a material impact on the Company's financial statements. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," on revenue recognition. This guidance provides that an entity should recognize revenue to depict the transfer of promised goods or 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. This guidance also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The original effective date of this guidance was for interim and annual reporting periods beginning after December 15, 2016, early adoption is not permitted, and the guidance must be applied retrospectively or modified retrospectively. In July 2015, the FASB approved an optional one-year deferral of the effective date. As a result, we expect to adopt this guidance on January 1, 2018. The adoption of this standard did not have a material impact on the Company's financial statements as the Company is pre revenue. In the second quarter of 2014, the FASB issued guidance applicable to revenue recognition that will be effective for the Company for the year ending December 31, 2018. The new guidance must be adopted using either a full retrospective approach for all periods presented or a modified retrospective approach. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The new guidance applies a more principles-based approach to recognizing revenue. The Company expects to adopt this new guidance in the first quarter of 2018 using the modified retrospective method. The adoption may have a material effect on the Company's financial statements. The Company's revenues are derived primarily from license and collaboration agreements. The consideration the Company is eligible to receive under these agreements includes upfront payments, research and development funding, milestone payments, and royalties. Each collaboration agreement is unique and will need to be assessed separately under the five-step process under the new standard. The new guidance differs from the current accounting standard in many respects, such as in the accounting for variable consideration, including milestone payments. Under the current accounting policy, the Company recognizes milestone revenue using the milestone method specified in ASC 605-28, which generally results in the recognition of the milestone payment as revenue in the period that the milestone is achieved. However, under the new accounting standard, it is possible to start to recognize milestone revenue before the milestone is achieved, subject to management's assessment of whether it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting In August, 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) Statement of Cash Flows In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation: Scope of Modification Accounting. The guidance clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Entities will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes. This guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The FASB issued ASU 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic: 610-20): Clarifying the Scope of Asset Derecognition Guidance and the Accounting for Partial Sales of Nonfinancial Assets,” which helps filers determine the guidance applicable for gain/loss recognition subsequent to the adoption of ASU 2014-09, Revenue from Contracts with Customers. The amendments also clarify that the derecognition of all businesses except those related to conveyances of oil and gas rights or contracts with customers should be accounted for in accordance with the derecognition and deconsolidation guidance in Topic 810, Consolidation. The Company adopted the ASU on January 1, 2018, using the modified retrospective transition method. Under this transition method the Company may elect to apply this guidance retrospectively either to all contracts at the date of initial application or only to contracts that are not completed contracts at the date of initial application. The Company elected to evaluate only contracts that are not completed contracts. As there were no contracts at January 1, 2018, there was no impact to the Company’s consolidated financial statements and related disclosures upon adoption. In July 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): Part 1 – Accounting for Certain Financial Instruments with Down Round Features and Part 2 – Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with Scope Exception (“ASU No. 2017-11”). Part 1 of ASU No. 2017-11 addresses the complexity of accounting for certain financial instruments with down round features. Down round features are provisions in certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of ASU No. 2017-11 addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification®. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We early adopted the proposed guidance under ASU 2017-11 for the year end December 31, 2017, and recognized warrants issued in the fourth quarter of 2017 with a down round feature as equity. Adjustments were required for the retrospective application of this standard. In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842). The effective date for ASU 2017-13 is for fiscal years beginning after December 15, 2018. The adoption of this ASU will not have a material impact to our consolidated financial statements. There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. |
Note 3 - Income Taxes
Note 3 - Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 3 - Income Taxes | Note 3 - Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“the Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a United States corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017. The impact due to the change in the federal tax rate on the Company’s deferred tax assets was approximately $542,000, which was fully offset by a reduction in the valuation allowance. The provision for income taxes on the statements of operations consists of $800, and $800 for the years ended December 31, 2018, and 2017, respectively. Deferred tax assets (liabilities) are comprised of the following at December 31: 2018 2017 Net operating loss $643,032 $1,439,430 Stock compensation 4,540 141,593 Change in fair value 211,377 263,437 Debt discount 77,573 17,847 Accrued interest 24,550 34,632 Start up expense 4,745 5,058 Total 965,817 1,901,997 Less valuation allowance (965,817) (1,901,997) Net deferred taxes $- $- Deferred taxes arise from temporary differences in the recognition of certain expenses for tax and financial reporting purposes. At December 31, 2018 and 2017, management determined that realization of these benefits is not assured and has provided a valuation allowance for the entire amount of such benefits. At December 31, 2018, net operating loss carryforwards were approximately $1.8 million for federal and $3.5 million for state tax purposes that expire at various dates from 2036 Utilization of net operating loss carryforwards may be subject to substantial annual limitations due to the “change in ownership” provisions of the Internal Revenue Code Sections 382 and 383. The annual limitation may result in the expiration of substantial net operating loss carryforwards before utilization. The Company has not calculated its IRC Section 382 and 383 change of ownership to date, but there seems to have been a change of ownership within the meaning of Internal Revenue Code Section 382 and 383, which would limited the use of net operating losses or render such worthless. Management believes that it appears more likely than not that the Company will not realize these tax benefits due to the Company’s continuing losses for United States income taxes purposes and therefore has provided 100% valuation allowance on the deferred tax assets. Management intends to review this valuation allowance periodically and make adjustments as necessary. The provision for income taxes differs from the amount computed by applying the U.S. federal statutory tax rate (21% and 34% in 2018 and 2017, respectively) to income taxes as follows: Tax benefit computed at 21% for 2018 and 34% for 2017 $(342,847) $(889,000) State taxes, net of federal effect (94,691) (151,687) Other 443,538 936,912 Sale of subsidiary 514,020 - Impact of tax rate change - 922,000 Valuation allowance (520,020) (818,225) Income tax expense $- $- ASC 740 clarifies the accounting for uncertainty in income taxes and prescribes a recognition threshold, measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. Under ASC 740, we are required to recognize in the financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. Our policy is to record interest and penalties related to unrecognized tax benefits in income tax expense. There were no unrecognized tax benefits recorded as of December 31, 2018 and 2017. Furthermore, substantially all of the Company’s tax years, from 2016, remain open to federal and state tax examinations. |
Note 4 - Loans
Note 4 - Loans | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 4 - Loans | Note 4 – Loans In 2014, the Company executed an agreement with a third-party investor whereby the Company issued $53,209 in a convertible promissory note. This convertible note bears an interest rate of 8% per year and was set to mature on November 26, 2015. The Company subsequently received an advance of $50,000 from the same party. The proceeds from these loans were used for working capital purposes. During the year ended December 31, 2015, both of these loans were consolidated into a new convertible note (see Note 5). As a result of the Share Exchange, the Company assumed an obligation to a former note holder in the amount of $17,500. The unsecured promissory note in the amount of $15,000 is to an unrelated party. Pursuant to the terms of the note, the note is interest bearing at 3.5% and is due on demand. As of December 31, 2018, the Company has accrued interest of $2,771. Another unsecured promissory note is of $2,500 to an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing and is due on demand. The Company is currently assessing how to revise the terms of this note. |
Note 5 - Convertible Notes
Note 5 - Convertible Notes | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 5 - Convertible Notes | Note 5 – Convertible Notes 0851229 BC Ltd. During the year ended December 31, 2018 and 2017, the Company borrowed $35,000 and $75,000, respectively, from 0851229 BC Ltd. (the "Lender") through a convertible note bearing 3% interest with a maturity date of March 18, 2018. The maturity date of all the note has been extended to June 30, 2019. The Lender is deemed a related party as a result of owning more than 10% of the Company's common stock. The initial fair value of the beneficial conversion feature of the note on the date of issuance was determined to be $8,750 and $18,750 for the year ended December 31, 2018 and 2017. The value of beneficial conversion feature is being amortized over the life of the loan. For the twelve months ended December 31, 2018 and 2017, the Company amortized the debt discount of $25,345 and $66,520, respectively. The unamortized debt discount as of December 31, 2018 and 2017 is $0 and $16,595 respectively. Pursuant to the terms of the amended Note dated June 14, 2016, if the Company issues capital stock or any security convertible into or exercisable for its capital stock in a transaction, the primary purpose of which is to raise capital (a “Financing”), Fromar may convert all or any portion of the outstanding principal amount and accrued and unpaid interest into the same securities issued by the Company in the Financing (the “Financing Securities”) at a conversion price equal to eighty percent (80%) of the price per Financing Securities paid by the other investors in the Financing. If the Company consummates a Qualified Financing (as hereinafter defined) then the outstanding principal amount and all accrued and unpaid interest shall automatically convert into the same securities issued to investors in the Qualified Financing (the “Qualified Financing Securities”) at a conversion price equal to eighty percent (80%) of the price per Qualified Financing Securities paid by the other investors in the Qualified Financing. A “Qualified Financing” means a Financing which results in gross proceeds to the Company, in one or a series of related transactions, of at least $2,000,000 (including the aggregate amount of indebtedness converted into equity securities in such Financing), in which either (i) the investor leading negotiations with the Company is a bona fide institutional investor or (ii) the investor leading negotiations with the Company is not a bona fide institutional investor but the Financing includes commercially reasonable customary terms and conditions for an equity financing of an early-stage biopharmaceutical company. The Lender is deemed a related party as a result of owning more than 10% of the Company's common stock. The Lender and the Company agreed that the aggregate principal amount of all outstanding loans made under the Secured Note shall not exceed $5,000,000 at any time. The maturity date for all the above note were extended till June 30, 2019. As of December 31, 2017, the Company had principal outstanding on this Secured Note of $693,004 and accrued interest of $36,402. Total interest expenses for the twelve months ended December 31, 2017 was $18,246. As of December 31, 2018, the Company had principal outstanding on this Secured Note of $728,004 and accrued interest of $57,754. Total interest expenses for the twelve months ended December 31, 2018 was $21,352. Fromar Investments, LP On April 6, 2018, the Company, and Fromar Investments, LP (“Fromar”) entered into an arrangement whereby Fromar would lend the Company $500,000 pursuant to the terms of a convertible promissory note (the “Fromar Note”). The Fromar Note bears interest at a rate of 8.0% per annum and has a maturity date of September 30, 2018 which was extended to June 30, 2019. By agreement of the parties, the effective date of the Fromar Note is March 5, 2018, and funds are disbursed under the Fromar Note pursuant to a schedule thereto. As of May 9, 2018, the Company had received the additional $250,000, and had Company had principal outstanding on the Fromar Note of $500,000. Pursuant to the terms and conditions of this note, specifically upon receipt of $500,000, the Company is required to issue Fromar 1,000,000 shares of its common stock. On April 27, 2018 the Company issued Fromar 1,000,000 shares of its common stock. On July 27, 2018 the Company issued the Lender an additional 1,000,000 shares of its common stock pursuant to the terms and conditions of the Note. With respect to the Convertible Notes, Mount Tam applied ASC 470, “Debt with Conversion and Other Options”, pursuant to which Mount Tam recognized and measured the Beneficial Conversion Feature (“BCF”) in the Convertible Notes at the commitment date by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature is calculated on the commitment date using the effective conversion price. The discount resulting from the BCF is amortized over the life of the Convertible Notes and is contained in financial expenses (income), net in the Company’s statements of consolidated comprehensive loss unless converted earlier. The Company and Fromar also entered into a Security Agreement (the “Fromar Security Agreement”) pursuant to which the Company and Fromar agreed that all amounts, liabilities and obligations owed by the Company to Fromar (including, but not limited to, all amounts owed under the Fromar Note) are secured by a second priority security interest in all assets of the Company on the terms and conditions set forth in the Fromar Security Agreement. Pursuant to the terms of the Fromar Note, if the Company issues capital stock or any security convertible into or exercisable for its capital stock in a transaction, the primary purpose of which is to raise capital (a “Financing”), Fromar may convert all or any portion of the outstanding principal amount and accrued and unpaid interest into the same securities issued by the Company in the Financing (the “Financing Securities”) at a conversion price equal to eighty percent (80%) of the price per Financing Securities paid by the other investors in the Financing. If the Company consummates a Qualified Financing (as hereinafter defined) then the outstanding principal amount and all accrued and unpaid interest shall automatically convert into the same securities issued to investors in the Qualified Financing (the “Qualified Financing Securities”) at a conversion price equal to eighty percent (80%) of the price per Qualified Financing Securities paid by the other investors in the Qualified Financing. A “Qualified Financing” means a Financing which results in gross proceeds to the Company, in one or a series of related transactions, of at least $2,000,000 (including the aggregate amount of indebtedness converted into equity securities in such Financing), in which either (i) the investor leading negotiations with the Company is a bona fide institutional investor or (ii) the investor leading negotiations with the Company is not a bona fide institutional investor but the Financing includes commercially reasonable customary terms and conditions for an equity financing of an early-stage biopharmaceutical company. Effective upon a complete funding of the entire principal amount of $500,000, the Company agreed to issue to Fromar 1,000,000 shares of its common stock. The Company agreed to issue to Fromar an additional 1,000,000 shares of its common stock in the event that the Company has not either (i) closed a Financing resulting in funding of at least $1,000,000 to the Company after the date of the Fromar Note, but on or before July 1, 2018, or (ii) received a binding term sheet or other similar binding agreement pertaining to a licensing transaction with a company that operates in the pharmaceutical and/or biotech industries that will provide for at least $500,000 in upfront payments to the Company on or before July 1, 2018, as well as milestones and royalties for TAM-01, TAM-03, or for any follow-on compounds of the Company (a “Licensing Transaction”) on or before July 1, 2018. The Company agreed to issue to Fromar an additional 3,000,000 shares of its common stock in the event that the Company has not either (i) closed a Financing resulting in funding of at least $1,000,000 to the Company after the date of the Fromar Note, but on or before September 30, 2018, or (ii) received a binding term sheet or other similar binding agreement for a Licensing Transaction on or before September 30, 2018. As of December 31, 2018, the binding term clause requiring issuance of additional shares was waived by the note holder. The Company is not under obligation to issue any additional shares under this clause. On April 27, 2018 the Company issued 1,000,000 shares to the note holders as discussed above which were valued at $90,000 and was expensed out during the year ended December 31, 2018 as an amortization expense. On July 27, 2018 the Company issued an additional 1,000,000 shares to the note holders as discussed above which were valued at $31,400 and was expensed out during the year ended December 31, 2018 as an amortization expense. In total, the debt discount on the convertible note is $246,400. The foregoing descriptions of the Fromar Note, the Fromar Security Agreement, and the Amendment do not purport to be complete and are qualified in their entirety by the terms and conditions of the agreements themselves. Copies of the Fromar Note, the Fromar Security Agreement, and the Amendment are attached as Exhibits 10.1, 10.2, and 10.3, respectively, to a Current Report on Form 8-K, filed with the Commission on April 12, 2018. The Fromar Note and the securities of the Company into which the Fromar Note is convertible were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state laws. Fromar has represented to the Company that it is an accredited investor. No person received any underwriting discount or commission in connection with the issuance of the securities described herein. As of December 31, 2018, the Company had principal outstanding on the Fromar Note of $500,000 and accrued interest of $30,055. For the twelve months ended December 31, 2018 and 2017, the Company amortized the debt discount of $246,400 and $0, respectively. The unamortized debt discount as of December 31, 2018 and 2017 is $0 and $0 respectively. Climate Change Investigation, Innovation and Investment Company, LLC (“CC3I”). On September 20, 2018, the Company and CC3I entered into an arrangement whereby CC3I will lend the Company $100,000 pursuant to the terms of a convertible promissory note (the “CC3I Note”). The CC3I Note bears interest at a rate of 8.0% per annum and has a maturity date of May 18, 2019. By agreement of the parties, the CC3I Note has an effective date of September 18, 2018 and bears interest from such date. The Manager of CC3I, James Farrell, is a director and shareholder of the Company. Pursuant to the requirements of the Nevada Revised Statutes, the disinterested members of the Company’s board of directors approved the transaction with CC3I. The Company and CC3I also entered into a Security Agreement (the “CC3I Security Agreement”) pursuant to which the Company and CC3I agreed that all amounts, liabilities and obligations owed by the Company to CC3I (including, but not limited to, all amounts owed under the CC3I Note) are secured by security interest in all assets of the Company on the terms and conditions set forth in the CC3I Security Agreement. The security interest granted to CC3I is subject to certain permitted security interests, specifically those interests previously granted to (i) BC pursuant to an amended and restated security agreement dated as of June 14, 2016 (included as Exhibit 99.3 to the Company’s Current Report on Form 8-K filed on June 15, 2016) (the “BC Security Interest”) and (ii) Fromar pursuant to a security agreement dated as of March 5, 2018 (included as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 12, 2018) (the “Fromar Security Interest”). Pursuant to the terms of the CC3I Note, if the Company issues capital stock or any security convertible into or exercisable for its capital stock in a transaction, the primary purpose of which is to raise capital (a “Financing”), CC3I may convert all or any portion of the outstanding principal amount and accrued and unpaid interest into the same securities issued by the Company in the Financing (the “Financing Securities”) at a conversion price equal to eighty percent (80%) of the price per Financing Securities paid by the other investors in the Financing. If the Company consummates a Qualified Financing (as hereinafter defined) then the outstanding principal amount and all accrued and unpaid interest shall automatically convert into the same securities issued to investors in the Qualified Financing (the “Qualified Financing Securities”) at a conversion price equal to eighty percent (80%) of the price per Qualified Financing Securities paid by the other investors in the Qualified Financing. A “Qualified Financing” means a Financing which results in gross proceeds to the Company, in one or a series of related transactions, of at least $2,000,000 (including the aggregate amount of indebtedness converted into equity securities in such Financing), in which either (i) the investor leading negotiations with the Company is a bona fide institutional investor or (ii) the investor leading negotiations with the Company is not a bona fide institutional investor but the Financing includes commercially reasonable customary terms and conditions for an equity financing of an early-stage biopharmaceutical company. Effective upon a complete funding of the entire principal amount of $100,000, the Company agreed to issue to CC3I 200,000 shares of its common stock, which were valued at the time of the Note at a fair market value of $5,400 The Company agreed to issue to CC3I an additional 200,000 shares of its common stock in the event that the Company has not either (i) closed a Financing resulting in funding of at least $1,000,000 to the Company after the date of the Note, but on or before January 1, 2019, or (ii) received a binding term sheet or other similar binding agreement pertaining to a licensing transaction with a company that operates in the pharmaceutical and/or biotech industries that will provide for at least $500,000 in upfront payments to the Company on or before January 1, 2019, as well as milestones and royalties for TAM-01, TAM-3, or for any follow-on compounds of the Company (a “Licensing Transaction”) on or before January 1, 2019. The Company agreed to issue to CC3I an additional 600,000 shares of its common stock in the event that the Company has not either (i) closed a Financing resulting in funding of at least $1,000,000 to the Company after the date of the Note, but on or before April 30, 2019, or (ii) received a binding term sheet or other similar binding agreement for a Licensing Transaction on or before April 30, 2019. As of December 31, 2018, the binding term clause requiring to issue additional shares was waived by the note holder. The Company is not under obligation to issue any additional shares under this clause. As of December 31, 2018, the Company had principal outstanding on the CC3I Note of $100,000 and accrued interest of $2,236. For the twelve months ended December 31, 2018 and 2017, the Company amortized the debt discount of $17,383 and $0, respectively. The unamortized debt discount as of December 31, 2018 and 2017 is $13,015 and $0 respectively. |
Note 6 - Capital Stock
Note 6 - Capital Stock | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 6 - Capital Stock | Note 6 – Capital Stock Common Stock The Company has authority to issue up to 500,000,000 shares, par value $0.0001 per share. The Majority of shareholders approved an increase in the authorized number of shares from 100,000,000 to 200,000,000 on May, 2018, and from 200,000,000 to 500,000,000 in December 2018. As of December 31, 2018, there were 55,630,702 shares of the Company's common stock issued and outstanding. Mount Tam has an agreement with The Buck Institute as further detailed in Note 7 to maintain a certain common stock equity interest in the Company. As of December 31, 2018 and 2017 the Company owed to the Buck Institute 0 and 0 shares respectively, as a result of the Share Exchange and subsequent issuances of common stock. In 2016, the 192,983 shares were treated as issued for services and valued at $57,895. Out of the 1,009,016 shares to be issued in 2015, 957,928 shares were treated as a component of the recapitalization of the Company, while the balance of 51,088 shares were treated as issued for service and valued at $42,403. During the year ended December 31, 2017, the Company issued 435,256 shares of common stock to The Buck Institute out of which 192,983 shares were related to prior year stock to be issued and the balance shares was treated as issued for services for the year ended December 31, 2017 and was valued at $42,712. During the year ended December 31, 2018, the Company issued 110,000 shares of common stock to The Buck Institute valued at $6,120. During the year ended December 31, 2018, the Company issued 2,200,000 shares of common stock to the Convertible note holder Fromar valued at $126,800 as beneficial conversion feature. On February 27, 2017, the Company entered into a Securities Purchase Agreement with an investor for such investor to purchase from the Company 833,334 shares of the Company's common stock for an aggregate purchase price of $250,000. On February 28, 2017, the Company entered into a Securities Purchase Agreement with an investor for such investor to purchase from the Company 83,333 shares of the Company's common stock for an aggregate purchase price of $25,000. On March 3, 2017, the Company entered into a Securities Purchase Agreement with an investor for such investor to purchase from the Company 83,333 shares of the Company's common stock for an aggregate purchase price of $25,000. Pursuant to an agreement with the placement agent (see above), in connection with the above sales of shares the Company paid a cash fees of 2.5% i.e. $7,500 since it was not directly introduced by the placement agent. Also, the offering of $5,000,000 was not completed hence the Company is not liable to issue any warrants to the placement agent. On August 10, 2017, the Company entered into a Securities Purchase Agreement with an investor for such investor to purchase from the Company 3,846,154 shares of the Company's common stock for an aggregate purchase price of $500,000, of which $200,000 has been received, and a promissory note for $300,000 was received from the investor, requiring three $100,000 payments to the Company during a 90 day period which ended on November 12, 2017. The Company incurred $14,451 as cash fee expenses towards the placement agent. The Company used the proceeds from this investment for general corporate and working capital purposes. The investor received a warrant to purchase an additional 480,769 shares at an exercise price of $0.15 per share, and a warrant to purchase an additional 480,769 shares at an exercise price of $0.20 per share. Both warrants have a call provision when the Company's common stock trades for five consecutive days at a price equal or greater than 500% of the exercise price of each warrant agreement. Both warrant agreements expire August 10, 2022. As of December 31, 2017, the Company had received the $300,000 from the investor as payment on the promissory note. On August 10, 2017, the Company entered into a Securities Purchase Agreement with an investor for such investor to purchase from the Company 192,308 shares of the Company's common stock for an aggregate purchase price of $25,000, which was received on August 11, 2017. The Company incurred $625 as cash fee expenses towards the placement agent. The Company used the proceeds from this investment for general corporate and working capital purposes. The investor received a warrant to purchase an additional 24,038 shares at an exercise price of $0.15 per share, and a warrant to purchase an additional 24,038 shares at an exercise price of $0.20 per share. Both warrants have a call provision when the Company's common stock trades for five consecutive days at a price equal or greater than 500% of the exercise price of each warrant agreement. Both warrant agreements expire August 10, 2022. Stock Options The Company's Board of Directors approved the adoption of the Mount Tam 2016 Stock-Based Compensation Plan (the "2016 Plan") on May 12, 2016. A majority of the stockholders approved the 2016 Plan by written consent on June 27, 2016. A copy of the 2016 Plan is included as Exhibit A to the Company's Information Statement filed with the SEC on July 11, 2016. On May 2, 2016, the Company granted options to purchase up to 6,330,000 shares of Common Stock under the Plan in the aggregate, with an exercise price of $0.59 per share. On December 28, 2018, the Company granted options to purchase up to 4,910,000 shares of Common Stock under the Plan in the aggregate, with an exercise price of $0.02 per share. Options will vest as per below tables: Name Number of Stock Options Vesting Schedule Richard Marshak (CEO) 4,200,000 Options Vesting over 4 years, 25% (1,050,000 options) per year Tim Powers (CSO) 1,120,000 Options Vesting over 3 years. 33.33% (373,333 options) per year Jim Stapleton (CFO) 750,000 Options vesting over 4 years, 25% (187,500 options) per year Brian Kennedy (Chairman) 250,000 Options vesting over 4 years, 25% (62,500) per year Juniper Pennypacker 10,000 Options vesting over 4 years, 25% (2,500 options) per year Name Number of Stock Options Vesting Schedule Richard Marshak (CEO) 3,525,000 50% vested. Balance vesting over 2 years, 25% (881,250 options) per year Jim Stapleton (CFO) 1,025,000 50% vested. Balance vesting over 2 years, 25% (256,250 options) per year Brian Kennedy (Chairman) 350,000 50% vested. Balance vesting over 2 years, 25% (87,500) per year Juniper Pennypacker 10,000 50% vested. Balance vesting over 2 years, 25% (2,500 options) per year On October 2, 2016, the Company granted options to purchase up to 135,000 shares of Common Stock under the Plan in the aggregate, with an exercise price of $0.40 per share. On December 28, 2018, the Company granted options to purchase up to 435,000 shares of Common Stock under the Plan in the aggregate, an exercise price of $0.02 per share. Options will vest as per below tables: Name Number of Stock Options Vesting Schedule Bryan Cox (consultant) 100,000 Options Vesting over 4 years, 25% (25,000 options) per year Jim Stolzenbach (consultant) 35,000 Options vesting over 4 years, 25% (8,750) per year Name Number of Stock Options Vesting Schedule Bryan Cox (consultant) 300,000 50% vested. Balance vesting over 2 years, 25% (75,000 options) per year Jim Stolzenbach (consultant) 135,000 50% vested. Balance vesting over 2 years, 25% (33,750) per year Stock-based compensation expense related to vested options was $980,909 for the twelve months ended December 31, 2018. Stock-based compensation expense related to vested options was $981,875 for the twelve months ended December 31, 2017. The Company determined the value of share-based compensation using the Black-Scholes fair value option-pricing model using the following weighted average assumptions for options granted during the year ended December 31, 2018. Date of Grant Expected term (years) 10 Expected volatility 283 % Risk-free interest rate 2.55 % Dividend yield 0 % As summary of option activity under the 2016 Plan as of December 31, 2018, and changes during the period then ended is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31 2016 6,465,000 $0.59 9.10 Granted - - - Exercised - - - Forfeited - - - Expired - - - Canceled - - - Balance outstanding at December 31, 2017 6,465,000 $0.59 8.10 Granted 5,345,000 0.02 5.00 Exercised - - - Forfeited - - - Expired - - - Canceled (1,120,000) 0.59 8.10 Balance outstanding at December 31, 2018 10,690,000 $0.30 8.68 Exercisable at December 31, 2018 5,345,000 $0.01 8.68 As of December 31, 2018, there was $1,083,068 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.0 years. Warrants On August 10, 2017, the Company entered into a Securities Purchase Agreement with two investors to purchase from the Company 4,038,462 shares of the Company's common stock for an aggregate purchase price of $525,000. (See Note 6 Capital Stock – Private Placement.) The investors received a warrant to purchase an additional 504,808 shares at an exercise price of $0.15 per share, and a warrant to purchase an additional 504,808 shares at an exercise price of $0.20 per share. Both warrants have a call provision when the Company's common stock trades for five consecutive days at a price equal or greater than 500% of the exercise price of each warrant agreement. Both warrant agreements expire August 10, 2022. Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2016 $ - - $ - Granted 1,009,616 0.175 4.9 176,683 Exercised - - - - Forfeited or expired - - - - Outstanding at December 31, 2017 1,009,616 $0.175 4.90 $ 176,683 Granted - - - - Exercised - - - - Forfeited or expired - - - - Outstanding at December 31, 2018 1,009,616 $ 0.175 3.7 $ 176,683 Exercisable at December 31, 2018 1,009,616 $ 0.175 3.7 $ 176,683 |
Note 7 - Commitments & Continge
Note 7 - Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 7 - Commitments & Contingencies | Note 7 – Commitments & Contingencies From time to time Mount Tam may become a party to litigation in the normal course of business. Management believes that there are no current legal matters that would have a material effect on the Company's financial position or results of operations. On August 17, 2014, the Company entered into an agreement with Buck Institute for licenses of certain patents held by Buck Institute (the "License Agreement"). In connection with this agreement, Mount Tam agreed to pay Buck Institute for research and development activities. In addition, the Company issued to Buck Institute that number of shares equal to 5% of the Company's total outstanding shares. Buck Institute's equity interest in the Company will not be reduced below 5% of the total aggregate shares of Common Stock until such time that the Company has raised and received a total of $5,000,000 of investment in equity, debt, grants, contributions, or donations. As of December 31, 2018 and 2017, the Company has issued 2,754,272 and 2,644,272 shares of the Company's Common Stock to Buck Institute and committed to issue 0 and 0 shares of the Company Common stock as additional shares, respectively. Additionally, the Company agreed to pay one-time milestone payments upon the first occurrence of the corresponding milestone events as set forth in the table below. Milestone Event Milestone Payment Filing of an IND $ 50,000 Completion of the first Phase I Clinical Trial of a Licensed Product $ 250,000 Completion of the first Phase II Clinical Trial of a Licensed Product $ 500,000 Completion of the first Phase III Clinical Trial of a Licensed Product $ 1,000,000 As of December 31, 2018 none of the milestone events had yet been achieved. Mount Tam also agreed to pay Buck Institute non-refundable and non-creditable royalties in the amount of 2% of the annual aggregate net sales. For each licensed product for which Mount Tam grants worldwide sublicense rights to a third party, Mount Tam agreed to pay Buck Institute 20% of all sub-license revenues. Please see discussion in Item 1, Business, Intellectual Property and Licenses, for further discussion of recent communication with the Buck Institute regarding our agreement with them. The Company reimburses reimburse The Buck Institute for 100% of the patent expenses for the Product Patents and 50% of the patent expenses for the Program Patents, incurred by Buck Institute as defined in the Licensing Agreement.. Since 2016, The Company has a Research Collaboration and License Agreement between the Company and The Buck Institute. Pursuant to this the Research Collaboration Term of the License Agreement is tolled until the Company can achieve a Qualified Financing (defined as any financing occurring after the date of the Amendment which results in gross proceeds to the Company of at least $2,000,000). Once a Qualified Financing has been achieved, the research collaboration efforts will resume, and will continue for a period of twenty-one months.The Company and The Buck Institute agreed to work together to determine a new research plan, specifying the research and development activities of both parties during the Extended Research Collaboration Term. Moreover, the parties agreed that the field of use covered by the License Agreement would be expanded, with the new definition being "the treatment, diagnosis or prevention of any and all conditions or diseases including, without limitation, systemic lupus erythematous and multiple sclerosis for human and/or veterinary use." (Under the original License Agreement, the Company's field of use had been restricted to autoimmune disorders.) In 2015, the Company entered into a license and service agreement with Buck Institute. In connection with the agreement, the Company agreed to pay Buck Institute an annual fee of $9,500 to procure access to certain office space in the facility in order to conduct research and facilitate its research and development program. This agreement was terminated in February 2017. The Company no longer leases office space from the Buck Institute. For the fiscal year ended December 31, 2017, the Company paid $48,433 for reimbursement of patent and patent related expenses. For the fiscal year ended December 31, 2018, the Company paid $21,037 for reimbursement of patent and patent related expenses. In May 2016 Mr. Powers became the Company's Chief Scientific Officer. In September 2018, Mr. Powers was terminated as the Company’s Chief Scientific Officer. There were no disagreements between Dr. Powers and the Company on any matter relating to the Company's operations, policies or practices that resulted in his termination. On March 29, 2016, the Company and Dr. Richard Marshak entered into an Amended and Restated Employment Agreement (the "Marshak Employment Agreement"), which amends and restates the terms of the Employment Agreement dated as of March 22, 2016 by and between the Company and Dr. Marshak, and pursuant to which Dr. Marshak (i) continued his position as the Chief Executive Officer of the Company and (ii) is entitled to be appointed to the Company's Board of Directors promptly thereafter. The initial term of Dr. Marshak's employment expires on March 22, 2019 and thereafter, the Marshak Employment Agreement may be renewed for additional one year terms upon the mutual agreement of the parties, subject in each case to the termination provisions described therein. The Company will pay Dr. Marshak an aggregate base annual salary of $300,000, payable on a bi-weekly or semi-monthly basis. In addition, Dr. Marshak shall (i) be entitled to three (3) weeks of paid time off, (ii) have the right to participate in the Company's general employee benefit plan(s), (iii) have the right to participate in an executive bonus plan and receive other bonus payments as determined by the Company's Board of Directors and (iv) be entitled to be reimbursed for reasonable business expenses. Subject to the approval of the Board of Directors and the approval of certain other actions, Dr. Marshak received an option to purchase 4,200,000 shares of Common Stock which shall vest and be governed by the terms of the Plan and an award agreement to be entered into by and between the Company and Dr. Marshak. Upon the occurrence of a change of control transaction or the termination of Dr. Marshak's employment by the Company without cause or by Dr. Marshak for good reason, all unvested options or shares of restricted Common Stock shall immediately vest and either be exercisable or no longer subject to any restrictions, as applicable. In addition to other standard and customary payments receivable in connection with the termination of Dr. Marshak's employment, he shall be entitled to receive a severance payment equal to his base salary per month for the lesser of the number of months remaining in the current term of his employment or 18 months. The Marshak Employment Agreement also prohibits Dr. Marshak from competing with the Company during the term of the Marshak Employment Agreement (with certain limited exceptions) and from soliciting or making known employees of the Company for a period of two (2) years following termination of the Marshak Employment Agreement. On May 2, 2016, the Company entered into an employment agreement with its current Chief Financial Officer, James Stapleton (the "Stapleton Employment Agreement"). The Stapleton Employment Agreement requires annual base salary payments of $175,000 per year. Further, Mr. Stapleton is entitled to a one-time bonus of $40,000 payable upon the Company's achievement of certain financial targets. In addition, the Company granted Mr. Stapleton an option to purchase up to 750,000 shares of Common Stock. The Company has engaged Young America Capital, LLC as the Placement Agent for a current private placement transaction and is entitled to a fee of between 2.0% and 8.0% of the offering price of the common shares sold to investors they source. In addition, the Placement Agent will be issued a warrant granting the Placement Agent the right to purchase shares of common stock equal to 8.0% of the number of shares of common stock issued by the Company in the aforementioned offering, which is still ongoing as of the date of this report. As of December 31, 2018, no transactions have taken place Effective March 1, 2018 (and since March 1, 2017) Mount Tam rents office space at 7250 Redwood Blvd, Suite 300, Novato, CA 94945. The rental agreement expires August 31, 2018, with a monthly lease payment of $1,055. The Company believes that its facilities are sufficient to meet its current needs and the Company will look for suitable additional space as and when needed. Effective December 1, 2018, Mount Tam rents office space at 106 Main Street, Suite 4E, Burlington, VT 05401. The rental agreement expires November 30, 2019. The Company believes that its facilities are sufficient to meet its current needs and the Company will look for suitable additional space as and when needed. Prior to December 1, 2018, Mount Tam rented office space at 7250 Redwood Blvd, Suite 300, Novato, CA 94945. The rental agreement expired November 30, 2018. |
Note 8 - Sale of Subsidiary
Note 8 - Sale of Subsidiary | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 8 - Sale of Subsidiary | Note 8 – Sale of Subsidiary On October 18, 2018, the “Company” and Mount Tam Biotechnologies, Inc., a Delaware corporation, its wholly-owned subsidiary (“Mount Tam Delaware”), entered into a stock purchase agreement (the “SPA”) with ARJ Consulting, LLC, a New York limited liability company (the “Buyer”), pursuant to which the Company sold 100% of the capital stock in and of Mount Tam Delaware to the Buyer (the “Sale Transaction”). Prior to the Sale Transaction, the Company caused Mount Tam Delaware to transfer certain assets, including the Buck Institute License Agreement, that Mount Tam Delaware was holding to another wholly-owned subsidiary of the Company, Mount Tam Therapeutics, Inc., a newly formed Delaware corporation. At the time of the Sale Transaction Mount Tam Delaware possessed certain Net Operating Losses and tax credits. Pursuant to the terms of the SPA, the Buyer purchased Mount Tam for a purchase price of $410,000, the Company recorded $332,801 as other income after netting of expenses. |
Note 9 - Related Party Transact
Note 9 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 9 - Related Party Transactions | Note 9 – Related Party Transactions Pursuant to our agreements with the Buck Institute and with our Chairman of the Board Brian Kennedy (Professor and Principal Investigator at the Buck Institute), the Buck Institute is deemed a related party. Please see Note 7, Commitments and Contingencies, for discussion of our liabilities and obligations with the Buck Institute. As December 31, 2018 and 2017, the Company expensed $48,433 and $63,444, respectively, for the services provided by Buck Institute, respectively. As of December 31, 2018 and 2017 the Company owed to the Buck Institute 0 and 0 shares, respectively, as a result of the Share Exchange transaction and subsequent issuances of common stock. In December 2018, the Company issued 110,000 shares of common stock to the Buck Institute which was treated as issued for service for the year ended December 31, 2018 and was valued at $6,120. In December 2017, the Company issued 435,256 shares of common stock to the Buck Institute, out of which 192,983 shares were related to prior year stock to be issued and the balance shares was treated as issued for service for the year ended December 31, 2017 and was valued at $42,712. As of December 31, 2018 and 2017 our accounts payable balance to Buck Institute was $609 and $18,235, respectively. See Notes 5 for a description of the loans the Company received from 0851229 BC Ltd and Fromar, both are deemed a related party as a result of owning more than 10% of the Company's common stock. See Notes 5 for a description of the loans the Company received from of Climate Change Investigation, Innovation and Investment, LLC (“CC3I”), which is |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 9 - Subsequent Events | Note 10 – Subsequent Events On March 4, 2019, Mount Tam Biotechnologies, Inc. (the “Company”), and Climate Change Investigation, Innovation and Investment Company, LLC, a California limited liability company (the “Lender”) entered into an arrangement whereby Lender will lend the Company $40,000 pursuant to the terms of a convertible promissory note (the “Note”). The Note bears interest at a rate of 8.0% per annum and has a maturity date of August 31, 2019. The Manager of Lender, James Farrell, is a director and shareholder of the Company. Pursuant to the requirements of the Nevada Revised Statutes, the disinterested members of the Company’s board of directors approved the transaction with Lender. The Note is secured by that certain Security Agreement dated September 20, 2018 between the Company and the Lender (included as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 26, 2018) (the “Security Agreement”) pursuant to which the Company and the Lender agreed that all amounts, liabilities and obligations owed by the Company to the Lender are secured by a security interest in all assets of the Company on the terms and conditions set forth in the Security Agreement. The security interest granted to the Lender is subject to certain permitted security interests, specifically those interests previously granted to (i) 0851229 BC, Ltd. (“BC”) pursuant to an amended and restated security agreement dated as of June 14, 2016 (included as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on June 15, 2016) (the “BC Security Interest”) and (ii) Fromar Investments, LP (“Fromar”) pursuant to a security agreement dated as of March 5, 2018 (included as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 12, 2018) (the “Fromar Security Interest”). Pursuant to the terms of the Note, if the Company issues capital stock or any security convertible into or exercisable for its capital stock in a transaction, the primary purpose of which is to raise capital (a “Financing”), the Lender may convert all or any portion of the outstanding principal amount and accrued and unpaid interest into the same securities issued by the Company in the Financing (the “Financing Securities”) at a conversion price equal to eighty percent (80%) of the price per Financing Securities paid by the other investors in the Financing. If the Company consummates a Qualified Financing (as hereinafter defined) then the outstanding principal amount and all accrued and unpaid interest shall automatically convert into the same securities issued to investors in the Qualified Financing (the “Qualified Financing Securities”) at a conversion price equal to eighty percent (80%) of the price per Qualified Financing Securities paid by the other investors in the Qualified Financing. A “Qualified Financing” means a Financing which results in gross proceeds to the Company, in one or a series of related transactions, of at least $2,000,000 (including the aggregate amount of indebtedness converted into equity securities in such Financing), in which either (i) the investor leading negotiations with the Company is a bona fide institutional investor or (ii) the investor leading negotiations with the Company is not a bona fide institutional investor but the Financing includes commercially reasonable customary terms and conditions for an equity financing of an early-stage biopharmaceutical company. Effective upon a complete funding of the entire principal amount of $40,000, the Company agreed to issue to the Lender 80,000 shares of its common stock. The Company agreed to issue to the Lender an additional 80,000 shares of its common stock in the event that the Company has not either (i) closed a Financing resulting in funding of at least $1,000,000 to the Company after the date of the Note, but on or before August 31, 2019, or (ii) received a binding term sheet or other similar binding agreement pertaining to a licensing transaction with a company that operates in the pharmaceutical and/or biotech industries that will provide for at least $40,000 in upfront payments to the Company on or before August 31, 2019, as well as milestones and royalties for TAM-01, TAM-3, or for any follow-on compounds of the Company (a “Licensing Transaction”) on or before August 31, 2019. The Company agreed to issue to the Lender an additional 60,000 shares of its common stock in the event that the Company has not either (i) closed a Financing resulting in funding of at least $1,000,000 to the Company after the date of the Note, but on or before September 30, 2019, or (ii) received a binding term sheet or other similar binding agreement for a Licensing Transaction on or before September 30, 2019. Amendments to Existing Notes, New Promissory Note On March 31, 2019, the Company entered into an amendment (the “First Note Amendment”) to that certain Convertible Promissory Note with Fromar Investments, LP originally dated March 5, 2018 and subsequently amended on September 24, 2018, on November 14, 2018, and again on December 31, 2018 (the “March 2018 Note”), whereby the maturity date of the March 2018 Note was extended to June 30, 2019. All other provisions of the March 2018 Note, as amended and as disclosed on the Company’s Current Report on Form 8-K filed with the Commission on April 12, 2018, remain in full force and effect. Also on March 31, 2019, the Company entered into an amendment (the “Second Note Amendment”) to that certain Amended and Restated Convertible Promissory Note with 0851229 BC, Ltd. originally dated June 13, 2016 and subsequently amended on March 5, 2018, and on September 24, 2018, and on November 14, 2018, and again on December 31, 2018 (the “June 2016 Note”), whereby the maturity date of the June 2016 Note was extended to June 30, 2019. All other provisions of the June 2016 Note, as amended and as disclosed on the Company’s Current Report on Form 8-K filed with the Commission on June 15, 2016, remain in full force and effect. Effective March 8, 2019, The Company entered into a promissory note with Fromar Investments, LP., for $80,000, with a maturity date of September 30, 2019, at an interest rate of 8%. The Company received $40,000 on March 8, 2019, and an additional $40,000 on March 14, 2019. This note is unsecured. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policy Text Block [Abstract] | |
Basis of Presentation | Basis of Presentation The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States. All intercompany accounts have been eliminated. The Company's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Through December 31, 2018, the Company had accumulated losses of approximately $8,977,593 and a working capital deficit of $2,121,795. Management expects to incur further losses for the foreseeable future. The Company plans to continue to review strategic partnerships, collaborations and potential equity sales as a potential means to fund its preclinical and clinical programs in the future. Until the Company can generate sufficient levels of cash from its operations, the Company expects to continue to finance future cash needs primarily through proceeds from equity or debt financings, loans and collaborative agreements with corporate partners or through a business combination with a company that has such financing in order to be able to sustain its operations until the Company can achieve profitability and positive cash flows, if ever. On August 13, 2015, upon the closing of the Share Exchange (as discussed further in Note 1, Business, and Note 6, Issuance of Common Stock), Mount Tam's stockholders exchanged each share of Mount Tam's common stock into 2.67 shares of the Company's common stock. Therefore, all shares of common stock are reported in these consolidated financial statements on a post-Share Exchange basis. Management plans to seek additional debt and/or equity financing for the Company through private or public offerings or through a business combination or strategic partnership, but it cannot assure that such financing or transaction will be available on acceptable terms, or at all. The uncertainty of this situation raises substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the failure to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Management makes estimates that affect certain accounts including deferred income tax assets, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of those investments approximates their fair market value due to their short maturity and liquidity. Cash and cash equivalents include cash on hand and amount on deposit with financial institutions, which amounts may at times exceed federally insured limits. The Company has not experienced any losses on such accounts and it does not believe it is exposed to any significant credit risk. As of December 31, 2018 and 2017 the Company had cash and cash equivalents of $57,641 and $46,082, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of certain of the Company's financial instruments including cash and cash equivalents, prepaid expenses, accounts payable, accrued liabilities and note payable approximate fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements. |
Income Taxes | Income Taxes The Company utilizes FASB ASC 740, "Income Taxes," which requires the 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 determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is "more likely-than-not" that a deferred tax asset will not be realized. The Company generated a deferred tax asset through net operating loss carry-forward. However, a valuation allowance of 100% has been established due to the uncertainty of the Company's realization of the net operating loss carry forward prior to its expiration. We utilize the liability method of accounting for income taxes as set forth in ASC 740. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statements and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In determining the need for valuation allowances we consider projected future taxable income and the availability of tax planning strategies. If in the future we determine that we would not be able to realize our recorded deferred tax assets, an increase in the valuation allowance would be recorded, decreasing earnings in the period in which such determination is made. We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where there is greater than 50% likelihood that a tax benefit will be sustained, we have recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that bas full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained no tax benefit bas been recognized in the consolidated financia1 statements. |
Research and Development Costs | Research and Development costs The Company follows Accounting Standards Codification Subtopic ("ASC") 730-10, "Research and Development," in which research and development costs are charged to the statement of operations as incurred. During the year ended December 31, 2018 and 2017 the Company incurred $456,955 and $688,668, respectively of expenses related to research and development costs. |
Net Earnings (Loss) Per Common Share | Net Earnings (Loss) Per Common Share The Company computes earnings per share under ASC 260-10, "Earnings Per Share". Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. Diluted loss per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into common stock (using the "treasury stock" method), unless their effect on net loss per share is anti-dilutive. There were no potentially dilutive shares for the year ended December 31, 2018. The potential shares, which are excluded from the determination of basic and diluted net loss per share as their effect is anti-dilutive, are as follows: December 31, 2018 December 31, 2017 Options to purchase common stock 10,690,000 6,465,000 Warrants to purchase common stock 1,009,616 1,009,616 Convertible notes 84,094,000 2,887,518 Potential equivalent shares excluded 95,793,616 10,362,134 |
Accounts Payable | Accounts Payable Accounts payable and accrued expenses include the following as of December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Accounts payable $ 464,057 $ 457,434 Accounts payable to related parties 609 18,234 Accrued legal fees 94,548 210,865 Accrued interest 92,816 38,865 Accrued salary 199,596 129,740 Total accounts payable and accrued expenses $ 851,624 $ 927,285 |
Fair Value Measurements | Fair Value Measurements The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"). ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date. Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs for the asset or liability. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. For the year ended December 31, 2018, the Company has determined that there we no assets or liabilities measured at fair value on a recurring basis. The Company believes the carrying amounts of Cash and cash equivalents, other current assets, accounts payable, accrued expenses salaries, wages and payroll taxes, and other accrued expenses are a reasonable approximation of the fair value of those financial instruments because of the nature of the underlying transactions and the short-term maturities involved. |
Going Concern | Going Concern The Company's financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has no significant operating history and had a cumulative net loss from inception (August 13, 2014) to December 31, 2018 of $8,998,361. The Company has a working capital deficit (current liabilities minus current assets) of $2,121,795 as of December 31, 2018. Since inception, the Company has been funded through debt and equity financings. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. The accompanying financial statements for the period ended December 31, 2018, have been prepared assuming the Company will continue as a going concern. The Company believes its cash resources are insufficient to meet its anticipated needs during the next twelve months. The Company will require additional financing to fund its future planned operations, including research and development and clinical trials and commercialization of its product candidates. In addition, the Company will require additional financing in order to seek to license or acquire new assets, research and develop any potential patents and the related compounds, and obtain any further intellectual property that the Company may seek to acquire. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management's plans to continue as a going concern include raising additional capital through borrowing and sales of common stock. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be forced to delay or scale down some or all of its development activities or perhaps even cease the operation of its business. Since its inception, the Company has funded its operations primarily through debt financings and it expects that it will continue to fund its operations through a mix of equity and debt financings. If the Company secures additional financing by issuing equity securities, its existing stockholders' ownership will be diluted. The Company also expects to pursue non-dilutive financing sources. However, obtaining such financing would require significant efforts by the Company's management team, and such financing may not be available, and if available, could take a long period of time to obtain. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investment owners and distributions to owners. For the periods presented, comprehensive loss did not differ from net loss. |
Collaborative Arrangements | Collaborative Arrangements The Company and its collaborative partners are active participants in the collaborative arrangements and both parties are exposed to significant risks and rewards depending on the commercial success of the activity. The Company records all expenses related to collaborative arrangements as research and development expense in the consolidated statements of operations as incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Going Concern ("ASU 2014-15"). ASU 2014-15 provides GAAP guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. The standard will be effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The adoption of this standard did not have a material impact on the Company's financial statements. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest – Imputation of Interest: Simplifying the presentation of Debt Issuance Costs ("ASU 2015-03"). The standard requires entities to present debt issuance costs on the balance sheet as a direct deduction from the related debt liability rather than as an asset, and the amortization is reported as interest expense. The result of application of this guidance would be to reduce the deferred financing costs balance, with a corresponding reduction to the long term liabilities to which the debt issuance costs relate in the balance sheets. The standard does not affect recognition and measurement of debt issuance costs. The Company adopted ASU 2015-03 on January 1, 2016. The adoption of this standard did not have a material impact on the Company's financial statements. Recent Accounting Pronouncements Issued and Adopted as of December 31, 2018 In January 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The adoption of this standard did not have a material impact on the Company's financial statements. In April 2015, the FASB issued ASU 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement," which provides guidance about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015, and early adoption is permitted. The adoption of this standard did not have a material impact on the Company's financial statements. In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements – Going Concern (Subtopic 205-40), effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. This standard provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual reporting periods ending after December 15, 2016, and early adoption is permitted. The Company adopted this guidance on January 1, 2017. The adoption of this standard did not have a material impact on the Company's financial statements. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," on revenue recognition. This guidance provides that an entity should recognize revenue to depict the transfer of promised goods or 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. This guidance also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The original effective date of this guidance was for interim and annual reporting periods beginning after December 15, 2016, early adoption is not permitted, and the guidance must be applied retrospectively or modified retrospectively. In July 2015, the FASB approved an optional one-year deferral of the effective date. As a result, we expect to adopt this guidance on January 1, 2018. The adoption of this standard did not have a material impact on the Company's financial statements as the Company is pre revenue. In the second quarter of 2014, the FASB issued guidance applicable to revenue recognition that will be effective for the Company for the year ending December 31, 2018. The new guidance must be adopted using either a full retrospective approach for all periods presented or a modified retrospective approach. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The new guidance applies a more principles-based approach to recognizing revenue. The Company expects to adopt this new guidance in the first quarter of 2018 using the modified retrospective method. The adoption may have a material effect on the Company's financial statements. The Company's revenues are derived primarily from license and collaboration agreements. The consideration the Company is eligible to receive under these agreements includes upfront payments, research and development funding, milestone payments, and royalties. Each collaboration agreement is unique and will need to be assessed separately under the five-step process under the new standard. The new guidance differs from the current accounting standard in many respects, such as in the accounting for variable consideration, including milestone payments. Under the current accounting policy, the Company recognizes milestone revenue using the milestone method specified in ASC 605-28, which generally results in the recognition of the milestone payment as revenue in the period that the milestone is achieved. However, under the new accounting standard, it is possible to start to recognize milestone revenue before the milestone is achieved, subject to management's assessment of whether it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting In August, 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) Statement of Cash Flows In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation: Scope of Modification Accounting. The guidance clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Entities will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes. This guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The FASB issued ASU 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic: 610-20): Clarifying the Scope of Asset Derecognition Guidance and the Accounting for Partial Sales of Nonfinancial Assets,” which helps filers determine the guidance applicable for gain/loss recognition subsequent to the adoption of ASU 2014-09, Revenue from Contracts with Customers. The amendments also clarify that the derecognition of all businesses except those related to conveyances of oil and gas rights or contracts with customers should be accounted for in accordance with the derecognition and deconsolidation guidance in Topic 810, Consolidation. The Company adopted the ASU on January 1, 2018, using the modified retrospective transition method. Under this transition method the Company may elect to apply this guidance retrospectively either to all contracts at the date of initial application or only to contracts that are not completed contracts at the date of initial application. The Company elected to evaluate only contracts that are not completed contracts. As there were no contracts at January 1, 2018, there was no impact to the Company’s consolidated financial statements and related disclosures upon adoption. In July 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): Part 1 – Accounting for Certain Financial Instruments with Down Round Features and Part 2 – Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with Scope Exception (“ASU No. 2017-11”). Part 1 of ASU No. 2017-11 addresses the complexity of accounting for certain financial instruments with down round features. Down round features are provisions in certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of ASU No. 2017-11 addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification®. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We early adopted the proposed guidance under ASU 2017-11 for the year end December 31, 2017, and recognized warrants issued in the fourth quarter of 2017 with a down round feature as equity. Adjustments were required for the retrospective application of this standard. In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842). The effective date for ASU 2017-13 is for fiscal years beginning after December 15, 2018. The adoption of this ASU will not have a material impact to our consolidated financial statements. There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies: Net Earnings (Loss) Per Common Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The potential shares, which are excluded from the determination of basic and diluted net loss per share as their effect is anti-dilutive, are as follows: December 31, 2018 December 31, 2017 Options to purchase common stock 10,690,000 6,465,000 Warrants to purchase common stock 1,009,616 1,009,616 Convertible notes 84,094,000 2,887,518 Potential equivalent shares excluded 95,793,616 10,362,134 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies: Accounts Payable: Schedule of Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses include the following as of December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Accounts payable $ 464,057 $ 457,434 Accounts payable to related parties 609 18,234 Accrued legal fees 94,548 210,865 Accrued interest 92,816 38,865 Accrued salary 199,596 129,740 Total accounts payable and accrued expenses $ 851,624 $ 927,285 |
Note 3 - Income Taxes_ Schedule
Note 3 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets (liabilities) are comprised of the following at December 31: 2018 2017 Net operating loss $643,032 $1,439,430 Stock compensation 4,540 141,593 Change in fair value 211,377 263,437 Debt discount 77,573 17,847 Accrued interest 24,550 34,632 Start up expense 4,745 5,058 Total 965,817 1,901,997 Less valuation allowance (965,817) (1,901,997) Net deferred taxes $- $- |
Note 3 - Income Taxes_ Schedu_2
Note 3 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes differs from the amount computed by applying the U.S. federal statutory tax rate (21% and 34% in 2018 and 2017, respectively) to income taxes as follows: Tax benefit computed at 21% for 2018 and 34% for 2017 $(342,847) $(889,000) State taxes, net of federal effect (94,691) (151,687) Other 443,538 936,912 Sale of subsidiary 514,020 - Impact of tax rate change - 922,000 Valuation allowance (520,020) (818,225) Income tax expense $- $- |
Note 6 - Capital Stock_ Schedul
Note 6 - Capital Stock: Schedule of Deferred Compensation Arrangement with Individual, Share-based Payments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Deferred Compensation Arrangement with Individual, Share-based Payments | On May 2, 2016, the Company granted options to purchase up to 6,330,000 shares of Common Stock under the Plan in the aggregate, with an exercise price of $0.59 per share. On December 28, 2018, the Company granted options to purchase up to 4,910,000 shares of Common Stock under the Plan in the aggregate, with an exercise price of $0.02 per share. Options will vest as per below tables: Name Number of Stock Options Vesting Schedule Richard Marshak (CEO) 4,200,000 Options Vesting over 4 years, 25% (1,050,000 options) per year Tim Powers (CSO) 1,120,000 Options Vesting over 3 years. 33.33% (373,333 options) per year Jim Stapleton (CFO) 750,000 Options vesting over 4 years, 25% (187,500 options) per year Brian Kennedy (Chairman) 250,000 Options vesting over 4 years, 25% (62,500) per year Juniper Pennypacker 10,000 Options vesting over 4 years, 25% (2,500 options) per year Name Number of Stock Options Vesting Schedule Richard Marshak (CEO) 3,525,000 50% vested. Balance vesting over 2 years, 25% (881,250 options) per year Jim Stapleton (CFO) 1,025,000 50% vested. Balance vesting over 2 years, 25% (256,250 options) per year Brian Kennedy (Chairman) 350,000 50% vested. Balance vesting over 2 years, 25% (87,500) per year Juniper Pennypacker 10,000 50% vested. Balance vesting over 2 years, 25% (2,500 options) per year On October 2, 2016, the Company granted options to purchase up to 135,000 shares of Common Stock under the Plan in the aggregate, with an exercise price of $0.40 per share. On December 28, 2018, the Company granted options to purchase up to 435,000 shares of Common Stock under the Plan in the aggregate, an exercise price of $0.02 per share. Options will vest as per below tables: Name Number of Stock Options Vesting Schedule Bryan Cox (consultant) 100,000 Options Vesting over 4 years, 25% (25,000 options) per year Jim Stolzenbach (consultant) 35,000 Options vesting over 4 years, 25% (8,750) per year Name Number of Stock Options Vesting Schedule Bryan Cox (consultant) 300,000 50% vested. Balance vesting over 2 years, 25% (75,000 options) per year Jim Stolzenbach (consultant) 135,000 50% vested. Balance vesting over 2 years, 25% (33,750) per year |
Note 6 - Capital Stock_ Sched_2
Note 6 - Capital Stock: Schedule of Stock Options Valuation Assumptions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Stock Options Valuation Assumptions | The Company determined the value of share-based compensation using the Black-Scholes fair value option-pricing model using the following weighted average assumptions for options granted during the year ended December 31, 2018. Date of Grant Expected term (years) 10 Expected volatility 283 % Risk-free interest rate 2.55 % Dividend yield 0 % |
Note 6 - Capital Stock_ Sched_3
Note 6 - Capital Stock: Schedule of Stock Options, Activity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Stock Options, Activity | As summary of option activity under the 2016 Plan as of December 31, 2018, and changes during the period then ended is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31 2016 6,465,000 $0.59 9.10 Granted - - - Exercised - - - Forfeited - - - Expired - - - Canceled - - - Balance outstanding at December 31, 2017 6,465,000 $0.59 8.10 Granted 5,345,000 0.02 5.00 Exercised - - - Forfeited - - - Expired - - - Canceled (1,120,000) 0.59 8.10 Balance outstanding at December 31, 2018 10,690,000 $0.30 8.68 Exercisable at December 31, 2018 5,345,000 $0.01 8.68 |
Note 6 - Capital Stock_ Sched_4
Note 6 - Capital Stock: Schedule of Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Warrants | Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2016 $ - - $ - Granted 1,009,616 0.175 4.9 176,683 Exercised - - - - Forfeited or expired - - - - Outstanding at December 31, 2017 1,009,616 $0.175 4.90 $ 176,683 Granted - - - - Exercised - - - - Forfeited or expired - - - - Outstanding at December 31, 2018 1,009,616 $ 0.175 3.7 $ 176,683 Exercisable at December 31, 2018 1,009,616 $ 0.175 3.7 $ 176,683 |
Note 7 - Commitments & Contin_2
Note 7 - Commitments & Contingencies: Schedule of Milestone Payments Due to the Buck Institute (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Milestone Payments Due to the Buck Institute | Additionally, the Company agreed to pay one-time milestone payments upon the first occurrence of the corresponding milestone events as set forth in the table below. Milestone Event Milestone Payment Filing of an IND $ 50,000 Completion of the first Phase I Clinical Trial of a Licensed Product $ 250,000 Completion of the first Phase II Clinical Trial of a Licensed Product $ 500,000 Completion of the first Phase III Clinical Trial of a Licensed Product $ 1,000,000 |
Note 1 - Nature of The Busine_2
Note 1 - Nature of The Business (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 18, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2018 | Dec. 31, 2016 | |
Shares surrendered | $ 30,000 | |||||
Common stock from private placement, Shares | 9,000,000 | |||||
Common stock from private placement, Value | $ 802,424 | $ 900 | ||||
Former Shareholder | ||||||
Due from Related Parties, Current | $ 30,000 | |||||
Tabacalera Ysidron, Inc | ||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 42.86% | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | $ 50,048 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Note Payable | $ 17,500 | |||||
Mount Tam | ||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 57.14% | |||||
ARJ Consulting | Stock Purchase Agreement | ||||||
Percentage of capital stock sold | 100.00% | |||||
Purchase price | $ 410,000 |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Text Block [Abstract] | |||
Cash and cash equivalents | $ 57,641 | $ 46,082 | $ 375,499 |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies: Research and Development Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Text Block [Abstract] | ||
Research and development | $ 456,955 | $ 688,668 |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies: Net Earnings (Loss) Per Common Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 95,793,616 | 10,362,134 |
Convertible Debt Securities | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 84,094,000 | 2,887,518 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,009,616 | 1,009,616 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,690,000 | 6,465,000 |
Note 2 - Summary of Significa_8
Note 2 - Summary of Significant Accounting Policies: Accounts Payable: Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Text Block [Abstract] | ||
Accounts payable | $ 464,057 | $ 457,434 |
Accounts payable to related parties | 609 | 18,234 |
Accrued legal fees | 94,548 | 210,865 |
Accrued interest | 92,816 | 38,865 |
Accrued salary | 199,596 | 129,740 |
Total accounts payable and accrued expenses | $ 851,624 | $ 927,285 |
Note 2 - Summary of Significa_9
Note 2 - Summary of Significant Accounting Policies: Going Concern (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Text Block [Abstract] | ||
Accumulated deficit | $ (8,977,593) | $ (7,149,803) |
Working Capital (Deficit) | $ (2,121,795) |
Note 3 - Income Taxes (Details)
Note 3 - Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Text Block [Abstract] | |
Tax rate change | 21.00% |
Deferred tax assets | $ 542,000 |
Federal Operating Loss Carryforwards | 1,800,000 |
State Operating Loss Carryforwards | $ 3,500,000 |
Operating Loss Carryforwards Expiration Date | Dec. 31, 2036 |
Note 3 - Income Taxes_ Schedu_3
Note 3 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Text Block [Abstract] | ||
Net operating loss | $ 643,032 | $ 1,439,430 |
Stock compensation | 4,540 | 141,593 |
Change in fair value | 211,377 | 263,437 |
Debt discount | 77,573 | 17,847 |
Accrued interest | 24,550 | 34,632 |
Start up expense | 4,745 | 5,058 |
Total | 965,817 | 1,901,997 |
Less valuation allowance | (965,817) | (1,901,997) |
Net deferred taxes | $ 0 | $ 0 |
Note 3 - Income Taxes_ Schedu_4
Note 3 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Text Block [Abstract] | ||
Federal Statutory Income Tax Rate, Percent | 21.00% | 34.00% |
Tax benefit computed | $ (342,847) | $ (889,000) |
State taxes, net of federal effect | (94,691) | (151,687) |
Other | 443,538 | 936,912 |
Sale of subsidiary | 514,020 | 0 |
Impact of tax rate change | 0 | 922,000 |
Valuation allowance | (520,020) | (818,225) |
Income tax expense | $ 0 | $ 0 |
Note 4 - Loans (Details)
Note 4 - Loans (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accrued interest | $ 92,816 | $ 38,865 | ||
Convertible Notes Payable {1} | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Note Payable | $ 17,500 | |||
Third-party Investor | ||||
Proceeds from Convertible Debt | $ 50,000 | $ 53,209 | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||
Debt Instrument, Maturity Date | Sep. 2, 2015 | Nov. 26, 2015 | ||
Unrelated Party 1 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |||
Debt Instrument, Face Amount | $ 15,000 | |||
Accrued interest | 2,771 | |||
Unrelated Party 2 | ||||
Debt Instrument, Face Amount | $ 2,500 |
Note 5 - Convertible Notes (Det
Note 5 - Convertible Notes (Details) - USD ($) | Apr. 06, 2018 | Sep. 20, 2018 | Jul. 27, 2018 | Apr. 27, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | May 09, 2018 |
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 126,800 | |||||||
Amortization of Debt Discount (Premium) | 289,128 | $ 66,520 | ||||||
Accrued interest | 92,816 | 38,865 | ||||||
Interest Expense | 54,771 | 19,321 | ||||||
Issuance of common stock | 9,000,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 802,424 | $ 900 | ||||||
Common Stock | ||||||||
Issuance of common stock | 5,038,462 | |||||||
Stock Issued During Period, Value, New Issues | $ 504 | |||||||
CC3I | Convertible promissory note | ||||||||
Proceeds from Convertible Debt | $ 100,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||
Debt Instrument, Maturity Date | May 18, 2019 | |||||||
Amortization of Debt Discount (Premium) | 17,383 | 0 | ||||||
Debt Instrument, Unamortized Discount | 13,015 | |||||||
Convertible Notes Payable, Current | 100,000 | |||||||
Accrued interest | 2,236 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 200,000 | |||||||
Debt Conversion, Original Debt, Amount | $ 5,400 | |||||||
Conversion of Stock, Shares Converted | 600,000 | |||||||
Conversion of Stock, Amount Converted | $ 1,000,000 | |||||||
Payment date | Jan. 1, 2019 | |||||||
Fromar Investments, LP | Common Stock | ||||||||
Issuance of common stock | 1,000,000 | |||||||
Fromar Investments, LP | Convertible promissory note | ||||||||
Debt Instrument, Maturity Date | Jun. 30, 2019 | |||||||
Amortization of Debt Discount (Premium) | 246,400 | 0 | ||||||
Debt Instrument, Unamortized Discount | 0 | 0 | ||||||
Convertible Notes Payable, Current | 500,000 | $ 500,000 | ||||||
Accrued interest | 30,055 | |||||||
Due to related party | $ 500,000 | |||||||
Interest rate | 8.00% | |||||||
Fund received from related party | 250,000 | |||||||
Additional fund received | $ 250,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,000,000 | |||||||
Debt Conversion, Original Debt, Amount | $ 500,000 | |||||||
Conversion of Stock, Shares Converted | 1,000,000 | |||||||
Conversion of Stock, Amount Converted | $ 1,000,000 | |||||||
Payment date | Jul. 1, 2018 | |||||||
Fromar Investments, LP | Convertible promissory note Two | ||||||||
Conversion of Stock, Shares Converted | 3,000,000 | |||||||
Noteholder | Common Stock | ||||||||
Issuance of common stock | 1,000,000 | 1,000,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 31,400 | $ 90,000 | ||||||
Convertible Note | 0851229 BC Ltd | ||||||||
Proceeds from Convertible Debt | $ 35,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||
Debt Instrument, Maturity Date | Jun. 30, 2019 | |||||||
Secured Note | ||||||||
Debt Instrument, Maturity Date | Jun. 30, 2019 | |||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 8,750 | 18,750 | ||||||
Amortization of Debt Discount (Premium) | 25,345 | 66,520 | ||||||
Debt Instrument, Unamortized Discount | 0 | 16,595 | ||||||
Maximum borrowing capacity | $ 5,000,000 | |||||||
Debt Instrument, Convertible, Terms of Conversion Feature | A “Qualified Financing” means a Financing which results in gross proceeds to the Company, in one or a series of related transactions, of at least $2,000,000 (including the aggregate amount of indebtedness converted into equity securities in such Financing), in which either (i) the investor leading negotiations with the Company is a bona fide institutional investor or (ii) the investor leading negotiations with the Company is not a bona fide institutional investor but the Financing includes commercially reasonable customary terms and conditions for an equity financing of an early-stage biopharmaceutical company. | |||||||
Convertible Notes Payable, Current | $ 728,004 | 693,004 | ||||||
Accrued interest | 57,754 | 36,402 | ||||||
Interest Expense | $ 21,352 | $ 18,246 |
Note 6 - Capital Stock (Details
Note 6 - Capital Stock (Details) - USD ($) | Aug. 10, 2017 | Mar. 03, 2017 | Feb. 28, 2017 | Feb. 27, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 | |||||||
Common Stock, par or stated value | $ 0.0001 | $ 0.0001 | |||||||
Common Stock, shares issued | 55,630,702 | 53,320,702 | |||||||
Common Stock, shares outstanding | 55,630,702 | 53,320,702 | |||||||
Common stock issued to Convertible note holder | 2,200,000 | ||||||||
Beneficial conversion feature | $ 126,800 | ||||||||
Buck settlement | $ 274,247 | ||||||||
Common stock from private placement, Shares | 9,000,000 | ||||||||
Common stock from private placement, Value | 802,424 | $ 900 | |||||||
Allocated Share-based Compensation Expense | 980,909 | 981,875 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 1,083,068 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||||||||
Proceeds from issuance of common stock | $ 0 | $ 802,422 | |||||||
Short-term note receivable | $ 300,000 | ||||||||
Buck Institute | |||||||||
Common Stock, shares issued | 2,754,272 | 2,644,272 | |||||||
Stock owed to holder | 0 | 0 | |||||||
Common stock issued for services, Shares | 110,000 | 435,256 | 51,088 | ||||||
Common stock issued for services, Value | $ 6,120 | $ 42,712 | $ 42,403 | ||||||
Investor | Securities Purchase Agreement | |||||||||
Common stock from private placement, Shares | 3,846,154 | 83,333 | 83,333 | 833,334 | |||||
Common stock from private placement, Value | $ 500,000 | $ 25,000 | $ 25,000 | $ 250,000 | |||||
Warrant terms | The investor received a warrant to purchase an additional 480,769 shares at an exercise price of $0.15 per share, and a warrant to purchase an additional 480,769 shares at an exercise price of $0.20 per share. Both warrants have a call provision when the Company's common stock trades for five consecutive days at a price equal or greater than 500% of the exercise price of each warrant agreement. Both warrant agreements expire August 10, 2022. As of December 31, 2017, the Company had received the $300,000 from the investor as payment on the promissory note. | ||||||||
Sales Commission | 2.50% | ||||||||
Payments for Commissions | $ 7,500 | ||||||||
Value of offering not completed | $ 5,000,000 | ||||||||
Proceeds from issuance of common stock | $ 200,000 | ||||||||
Notes, Loans and Financing Receivable, Net, Current | 300,000 | ||||||||
Investment Advisory Fees | $ 14,451 | ||||||||
Investor 1 | Securities Purchase Agreement | |||||||||
Common stock from private placement, Shares | 192,308 | ||||||||
Common stock from private placement, Value | $ 25,000 | ||||||||
Warrant terms | The investor received a warrant to purchase an additional 24,038 shares at an exercise price of $0.15 per share, and a warrant to purchase an additional 24,038 shares at an exercise price of $0.20 per share. Both warrants have a call provision when the Company's common stock trades for five consecutive days at a price equal or greater than 500% of the exercise price of each warrant agreement. Both warrant agreements expire August 10, 2022. | ||||||||
Investment Advisory Fees | $ 625 | ||||||||
Warrant | |||||||||
Common stock from private placement, Shares | 4,038,462 | ||||||||
Common stock from private placement, Value | $ 525,000 | ||||||||
Warrant terms | The investors received a warrant to purchase an additional 504,808 shares at an exercise price of $0.15 per share, and a warrant to purchase an additional 504,808 shares at an exercise price of $0.20 per share. Both warrants have a call provision when the Company's common stock trades for five consecutive days at a price equal or greater than 500% of the exercise price of each warrant agreement. Both warrant agreements expire August 10, 2022. | ||||||||
Common Stock | |||||||||
Shares issued to Buck, Shares | 110,000 | 435,256 | 1,009,016 | ||||||
Common stock from private placement, Shares | 5,038,462 | ||||||||
Common stock from private placement, Value | $ 504 |
Note 6 - Capital Stock_ Sched_5
Note 6 - Capital Stock: Schedule of Deferred Compensation Arrangement with Individual, Share-based Payments (Details) - $ / shares | Dec. 28, 2018 | Oct. 02, 2016 | May 02, 2016 | Dec. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Granted | 5,345,000 | 0 | ||||
Employee Stock Option | ||||||
Granted | 435,000 | 135,000 | 6,330,000 | 4,910,000 | ||
Deferred Compensation Arrangement with Individual, Exercise Price | $ 0.02 | $ 0.40 | $ 0.59 | $ 0.02 | ||
Employee Stock Option | Chief Executive Officer | ||||||
Number of Stock Options | 3,525,000 | 4,200,000 | ||||
Vesting Schedule | 50% vested. Balance vesting over 2 years, 25% (881,250 options) per year | Options vesting over 4 years, 25% (1,050,000 options) per year | ||||
Employee Stock Option | CSO | ||||||
Number of Stock Options | 1,120,000 | |||||
Vesting Schedule | Options vesting over 3 years. 33.33% (373,333 options) per year | |||||
Employee Stock Option | Chief Financial Officer | ||||||
Number of Stock Options | 1,025,000 | 750,000 | ||||
Vesting Schedule | 50% vested. Balance vesting over 2 years, 25% (256,250 options) per year | Options vesting over 4 years, 25% (187,500 options) per year | ||||
Employee Stock Option | Board of Directors Chairman | ||||||
Number of Stock Options | 350,000 | 250,000 | ||||
Vesting Schedule | 50% vested. Balance vesting over 2 years, 25% (87,500) per year | Options vesting over 4 years, 25% (62,500) per year | ||||
Employee Stock Option | Consultant 1 {1} | ||||||
Number of Stock Options | 10,000 | 10,000 | ||||
Vesting Schedule | 50% vested. Balance vesting over 2 years, 25% (2,500 options) per year | Options vesting over 4 years, 25% (2,500 options) per year | ||||
Employee Stock Option | Consultant 2 | ||||||
Number of Stock Options | 300,000 | 100,000 | ||||
Vesting Schedule | 50% vested. Balance vesting over 2 years, 25% (75,000 options) per year | Options Vesting over 4 years, 25% (25,000 options) per year | ||||
Employee Stock Option | Consultant 3 | ||||||
Number of Stock Options | 135,000 | 35,000 | ||||
Vesting Schedule | 50% vested. Balance vesting over 2 years, 25% (33,750) per year | Options vesting over 4 years, 25% (8,750) per year |
Note 6 - Capital Stock _ Schedu
Note 6 - Capital Stock : Schedule of Stock Options Valuation Assumptions (Details) - Employee Stock Option | 12 Months Ended |
Dec. 31, 2018 | |
Expected term (years) | 10 years |
Expected volatility | 283.00% |
Risk-free interest rate | 2.55% |
Dividend yield | 0.00% |
Note 6 - Capital Stock_ Sched_6
Note 6 - Capital Stock: Schedule of Stock Options, Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Text Block [Abstract] | |||
Outstanding, Beginning Balance | 6,465,000 | 6,465,000 | |
Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.59 | $ 0.59 | |
Outstanding, Weighted Average Remaining Term in Years | 8 years 8 months 5 days | 8 years 1 month 6 days | 9 years 1 month 6 days |
Granted | 5,345,000 | 0 | |
Granted, Weighted Average Exercise Price | $ 0.02 | $ 0 | |
Options Granted Weighted Average Remaining Term | 5 years | 0 years | |
Exercised | 0 | 0 | |
Exercised, Weighted Average Exercise Price | $ 0 | $ 0 | |
Forfeited | 0 | 0 | |
Forfeited, Weighted Average Exercise Price | $ 0 | $ 0 | |
Expired | 0 | 0 | |
Expired, Weighted Average Exercise Price | $ 0 | $ 0 | |
Canceled | (1,120,000) | 0 | |
Canceled, Weighted Average Exercise Price | $ 0.59 | $ 0 | |
Options canceled Weighted Average Remaining Term | 8 years 1 month 6 days | ||
Outstanding, Ending Balance | 10,690,000 | 6,465,000 | |
Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.30 | $ 0.59 | |
Exercisable | 5,345,000 | ||
Exercisable, Weighted Average Exercise Price | $ 0.01 | ||
Exercisable, Weighted Average Remaining Term in Years | 8 years 8 months 5 days |
Note 6 - Capital Stock_ Sched_7
Note 6 - Capital Stock: Schedule of Warrants (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Outstanding, Beginning Balance | 6,465,000 | 6,465,000 | |
Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.59 | $ 0.59 | |
Granted | 5,345,000 | 0 | |
Granted, Weighted Average Exercise Price | $ 0.02 | $ 0 | |
Exercised | 0 | 0 | |
Exercised, Weighted Average Exercise Price | $ 0 | $ 0 | |
Forfeited or expired | 0 | 0 | |
Forfeited or expired, Weighted Average Exercise Price | $ 0 | $ 0 | |
Outstanding, Ending Balance | 10,690,000 | 6,465,000 | |
Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.30 | $ 0.59 | |
Outstanding, Weighted Average Remaining Term in Years | 8 years 8 months 5 days | 8 years 1 month 6 days | 9 years 1 month 6 days |
Exercisable | 5,345,000 | ||
Exercisable, Weighted Average Exercise Price | $ 0.01 | ||
Exercisable, Weighted Average Remaining Term in Years | 8 years 8 months 5 days | ||
Warrant | |||
Outstanding, Beginning Balance | 1,009,616 | 0 | |
Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.18 | $ 0 | |
Outstanding, Aggregate Intrinsic Value, Beginning Balance | $ 176,683 | $ 0 | |
Granted | 0 | 1,009,616 | |
Granted, Weighted Average Exercise Price | $ 0 | $ 0.175 | |
Granted Weighted Average Remaining Term | 0 years | 4 years 10 months 24 days | |
Stock Granted, Value, Share-based Compensation, Net of Forfeitures | $ 0 | $ 176,683 | |
Exercised | 0 | 0 | |
Exercised, Weighted Average Exercise Price | $ 0 | $ 0 | |
Forfeited or expired | 0 | 0 | |
Forfeited or expired, Weighted Average Exercise Price | $ 0 | $ 0 | |
Outstanding, Ending Balance | 1,009,616 | 1,009,616 | |
Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.175 | $ 0.18 | |
Outstanding, Weighted Average Remaining Term in Years | 3 years 8 months 12 days | 4 years 10 months 24 days | |
Outstanding, Aggregate Intrinsic Value, Ending Balance | $ 176,683 | $ 176,683 | |
Exercisable | 1,009,616 | ||
Exercisable, Weighted Average Exercise Price | $ 0.175 | ||
Exercisable, Weighted Average Remaining Term in Years | 3 years 8 months 12 days | ||
Exercisable, Aggregate Intrinsic Value | $ 176,683 |
Note 7 - Commitments & Contin_3
Note 7 - Commitments & Contingencies (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Mar. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Common Stock, shares issued | 55,630,702 | 53,320,702 | ||
Buck Institute | ||||
Capital raise amount required before Buck ownership can be reduced below 5% | $ 5,000,000 | |||
Stock owed to holder | 0 | 0 | ||
Common Stock, shares issued | 2,754,272 | 2,644,272 | ||
Percentage of royalty payment of the annual aggregate net sales | 2.00% | |||
Percentage of sublicense revenue | 20.00% | |||
Reimbursement of patent and patent related expenses | $ 21,037 | $ 54,526 | ||
Chief Financial Officer | ||||
Officers' Compensation | 175,000 | |||
Employee Bonus Amount | $ 40,000 | |||
Office Space Lease | Buck Institute | ||||
Annual lease payment amount | $ 1,055 | $ 9,500 | ||
Product Patents | ||||
Percentage of patent expenses to be refunded as mentioned in the agreement | 100.00% | |||
Program Patents | ||||
Percentage of patent expenses to be refunded as mentioned in the agreement | 50.00% |
Note 7 - Commitments & Contin_4
Note 7 - Commitments & Contingencies: Schedule of Milestone Payments Due to the Buck Institute (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Ind Filing | |
Long-term Purchase Commitment, Amount | $ 50,000 |
Phase I Completion | |
Long-term Purchase Commitment, Amount | 250,000 |
Phase II Completion | |
Long-term Purchase Commitment, Amount | 500,000 |
Phase III Completion | |
Long-term Purchase Commitment, Amount | $ 1,000,000 |
Note 8 - Sale of Subsidiary (De
Note 8 - Sale of Subsidiary (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 18, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Sale of subsidiary, net expenses | $ 332,801 | $ 0 | |
Stock Purchase Agreement | ARJ Consulting | |||
Percentage of capital stock sold | 100.00% | ||
Purchase price | $ 410,000 |
Note 9 - Related Party Transa_2
Note 9 - Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts payable and accrued liabilities- related parties | $ 609 | $ 18,234 | |
Buck Institute | |||
Related Party Transaction, Expenses from Transactions with Related Party | $ 48,433 | $ 63,444 | |
Stock owed to holder | 0 | 0 | |
Common stock issued for services, Shares | 110,000 | 435,256 | 51,088 |
Common stock issued for services, Value | $ 6,120 | $ 42,712 | $ 42,403 |
Note 10 - Subsequent Events (De
Note 10 - Subsequent Events (Details) - USD ($) | Mar. 14, 2019 | Mar. 08, 2019 | Mar. 04, 2019 | Apr. 06, 2018 |
Fromar Investments, LP | Convertible promissory note | ||||
Due to related party | $ 500,000 | |||
Interest rate | 8.00% | |||
Maturity date | Jun. 30, 2019 | |||
Debt Conversion, Converted Instrument, Shares Issued | 1,000,000 | |||
Debt Conversion, Original Debt, Amount | $ 500,000 | |||
Conversion of Stock, Shares Converted | 1,000,000 | |||
Conversion of Stock, Amount Converted | $ 1,000,000 | |||
Payment date | Jul. 1, 2018 | |||
Fromar Investments, LP | Convertible Promissory Note Two | ||||
Conversion of Stock, Shares Converted | 3,000,000 | |||
Subsequent Event | Innovation and Investment Company | Convertible promissory note | ||||
Due to related party | $ 500,000 | |||
Interest rate | 8.00% | |||
Maturity date | Aug. 31, 2019 | |||
Debt Conversion, Converted Instrument, Shares Issued | 80,000 | |||
Debt Conversion, Original Debt, Amount | $ 400,000 | |||
Conversion of Stock, Shares Converted | 80,000 | |||
Conversion of Stock, Amount Converted | $ 80,000 | |||
Payment date | Aug. 31, 2019 | |||
Subsequent Event | Innovation and Investment Company | Convertible Promissory Note Two | ||||
Conversion of Stock, Shares Converted | 60,000 | |||
Subsequent Event | Fromar Investments, LP | Promissory Note | ||||
Face amount | $ 80,000 | |||
Interest rate | 8.00% | |||
Maturity date | Sep. 30, 2019 | |||
Promissory note received | $ 40,000 | $ 40,000 |