[ X ]
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee Required]
For the Fiscal Year Ended December 31, 2016
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[ ]
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Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required]
Commission File Number 0-20791
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AMARILLO BIOSCIENCES, INC.
(Exact name of Registrant as specified in its charter)
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|||
Texas
(State of other jurisdiction of incorporation or organization)
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75-1974352
(I.R.S. Employer Identification No.)
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4134 Business Park Drive, Amarillo, Texas
(Address of principal executive offices)
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79110-4225
(Zip Code)
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Issuer's telephone number, including area code: (806) 376-1741
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (do not check if smaller reporting company)
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Smaller reporting company [√]
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ITEM 1. |
BUSINESS.
|
•
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preclinical laboratory and animal tests;
|
•
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submission of an investigational new drug application, or IND, which must become effective before human clinical trials may begin;
|
•
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adequate and well-controlled human clinical trials to establish the safety and efficacy of the proposed drug for its intended use;
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•
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pre-approval inspection of manufacturing facilities and selected clinical investigators;
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•
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Submission of a New Drug Application (NDA) to the FDA; and
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•
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FDA approval of an NDA, or of an NDA supplement (for subsequent indications or other modifications, including a change in location of the manufacturing facility).
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ITEM 2. |
DESCRIPTION OF PROPERTY
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ITEM 3. |
LEGAL PROCEEDINGS
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ITEM 4. |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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ITEM 5. |
MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.
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2016
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2015
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|||||||||||||||
Quarter
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$ High
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$ Low
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$ High
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$ Low
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||||||||||||
First
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0.180
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0.130
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0.430
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0.183
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||||||||||||
Second
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0.300
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0.100
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0.350
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0.189
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||||||||||||
Third
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0.299
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0.120
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0.400
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0.160
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||||||||||||
Fourth
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0.300
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0.150
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0.350
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0.050
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Common Stock Issued in 2016
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Shares
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Issue Price
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Net Price
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|||||||||
Private placements – cash
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1,771,333
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$
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0.1875
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$
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332,125
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|||||||
Total Common Stock Issued in 2016
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1,771,333
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$
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0.1875
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$
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332,125
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Common Stock Issued in 2015
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Shares
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Issue Price
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Net Price
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|||||||||
None
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-
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-
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-
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|||||||||
Total Common Stock Issued in 2015
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-
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-
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-
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2016
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2015
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|||||||||||||||
Options
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Price
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Options
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Price
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|||||||||||||
Outstanding Beg. of Year*
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8,568
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$
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0.95
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81,726
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$
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0.76-1.235
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||||||||||
Granted
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-
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-
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-
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-
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||||||||||||
Cancelled/Expired
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(8,568
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)
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0.95
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(73,158
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)
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$
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0.76-1.235
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|||||||||
Exercised
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-
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-
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-
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-
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||||||||||||
Outstanding End of Year
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-
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$
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-
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8,568
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$
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0.95
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||||||||||
Exercisable End of Year
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-
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$
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-
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8,568
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$
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0.95
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2016
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2015
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|||||||||||||||
Warrants
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Price Range
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Warrants
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Price Range
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|||||||||||||
Outstanding Beg. of Year*
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-
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$ |
-
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52,632
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$
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0.57
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||||||||||
Granted
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-
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-
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-
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-
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||||||||||||
Cancelled/Expired
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-
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-
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(52,632
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)
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$
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0.57
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||||||||||
Exercised
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-
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-
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-
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-
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||||||||||||
Outstanding End of Year
|
-
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$ |
-
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-
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$ |
-
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||||||||||
Exercisable End of Year
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-
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$ |
-
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-
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$ |
-
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ITEM 6. |
SELECTED FINANCIAL DATA
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ITEM 7. |
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:
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Stephen T. Chen: |
Dr. Chen was named Chairman of the Board in February 2012, and he has been a director of the Company since February 1996. He currently executes the management functions as not only Chairman, but Chief Executive Officer (CEO), President, and Chief Operating Officer. He has been President and Chief Executive Officer of STC International, Inc., a health care investment firm, since May 1992. Dr. Chen has over thirty years of international business experience, including an extensive background in pharmaceutical product acquisition and licensing, development of joint venture agreements, execution of business strategy, and leadership of start-up companies in the pharmaceutical, biotechnology and nutraceutical industries. Dr. Chen has held executive positions in R&D and business development at several major pharmaceutical companies, including Borroughs Wellcome (presently GlaxoSmithKline), Miles Pharmaceuticals (presently Bayer), ICI America (presently AstraZeneca), and Ciba-Geigy (presently Novartis). He received a Ph.D. in Industrial & Physical Pharmacy from Purdue University in 1977.
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Bernard Cohen: |
Chief Financial Officer (CFO). Mr. Cohen holds BBA and MPA degrees from West Texas A&M University. He is a long time Amarillo resident with over thirty years of management experience. Mr. Cohen has been with ABI since October 2009. Mr. Cohen works with Ms. Shelton and provides reporting necessary for ABI's various SEC filings, and he also provides ordinary-course internal bookkeeping and accounting services.
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Chrystal Shelton: |
Office manager and administrative support. Ms. Shelton has been with ABI since 1987. In addition to handling routine office administration, Ms. Shelton is familiar with the form and format of SEC filings and interacts with outside professionals who assist ABI in its various compliance measures. She is an integral part of the reporting process.
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Edward L. Morris: |
JD, Secretary and acting general counsel. Mr. Morris practiced law in Amarillo, Texas, prior to his retirement from full time practice in 2011. His practice included substantial time devoted to corporate and securities law, including services for ABI. Mr. Morris was graduated from Yale College before obtaining his law degree from Harvard Law School.
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ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
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ITEM 9A. |
CONTROLS AND PROCEDURES.
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Name
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Age
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Position
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Stephen Chen, PhD (1)
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67
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Chairman of the Board, Chief Executive Officer President, Chief Operating Officer and Director
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Bernard Cohen
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63
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Vice President and Chief Financial Officer
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Paul Tibbits
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76
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Director
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Yasushi Chikagami
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77
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Director
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Daniel Fisher……………………………
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72
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Director
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Nicholas Moren…………………………
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70
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Director
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(1) |
Member of the Executive Committee.
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Name and Principal Position
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Number of Late Reports
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Known Failures to File a Required Form
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Dr. Stephen T. Chen, Chairman of the Board, President, and Chief Executive Officer
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0
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0
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Bernard Cohen, Vice President and Chief Financial Officer
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0
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0
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Paul Tibbits, Director
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0
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0
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Yasushi Chikagami, Director
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0
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0
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Daniel Fisher, Director
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0
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0
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Nicholas Moren, Director
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0
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0
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Summary Compensation Table
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||||||||||||||||
Annual Compensation
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Long Term Compensation
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Name and Principal Position
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Year |
Salary
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Bonus
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Other Compensation
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Securities Underlying Options*
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|||||||||||
Dr. Stephen T. Chen,**
Chairman of the Board,
President and Chief
Executive Officer
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2016 |
$
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40,000
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$
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60,500
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$
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-
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-
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||||||||
2015 | $ | 34,842 | $ | - | ||||||||||||
2014 | $ | 34,719 | $ | - | ||||||||||||
Mr. Bernard Cohen,***
Vice President and Chief
Financial Officer
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2016 |
$
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40,000
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$
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17,500
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$
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-
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-
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||||||||
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2015 |
$
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38,729
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$
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-
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$
|
793
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-
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||||||||
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2014 |
$
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40,319
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$
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-
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$
|
-
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-
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Name and Address
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Amount and Nature of Beneficial Ownership
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Percent of Class Owned(1)
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Anxon International, Inc.
9F.-3, No.32, Sec. 1,
ChengGong Rd., NanGang Dist.
Taipei City 115, Taiwan (R.O.C.)
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2,133,333
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8.13%
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Ching Lam Carmen Cheung
Flat AI, 4/F, Tower A, Wilshire Towers
200 Tin HauTemple Rd.
Hong Kong
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1,766,667
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6.74%
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Kairos Capital Co., Ltd.
6F., No. 285, Sec. 4,
Zhongxiao E. Rd., Da'an Dist.,
Taipei City 106, Taiwan (R.O.C.)
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1,611,585
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6.14%
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Lien Chuang Investment Co., Ltd.
3F., No.108, Ruiguang Rd.,
Neihu Dist.,
Taipei City 114, Taiwan (R.O.C.)
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1,550,000
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5.91%
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Te-Li Kuo
7F, No. 48,
Yi-Xian Rd. Xinyi Dist.,
Taipei 100, Taiwan (R.O.C.)
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1,320,000
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5.03%
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Name and Address of Owner
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Amount and Nature of Beneficial Ownership
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Percent of Class Owned1
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Stephen T. Chen
31 Service Drive
Wellesley, MA 02482
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8,050,3962
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30.70%
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Bernard Cohen
2803 S. Travis St.
Amarillo, TX 79109
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19,387
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0.07%
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Paul Tibbits
2371 Blueball Road
Rineyville, KY 40162
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667,553
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2.55%
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Daniel Fisher
36 Marlee Road
Pleasant Hill, CA 94523
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-
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-
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Yasushi Chikagami
9F, No. 29, Ln. 107, Sec. 2
Heping E. Rod., Da'an Dist.
Taipei City 106, Taiwan (ROC)
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206,140
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0.79%
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Nicholas Moren
PO Box 6873
Incline Village, NV 89450
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-
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-
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||
Total Group (all directors and executive officers – 6 persons)
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8,943,4763
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34.10%
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Stock Plans *
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Issue Date Range
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Total Shares Authorized
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Shares Issued
|
Shares Remaining
|
2008 Stock Incentive Plan
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5/23/08 – 10/11/11
|
600,000
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463,420
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136,580
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2016
|
2015
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|||||||
LBB & Associates Ltd., LLP
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$
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32,300
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$
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38,150
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3(i)
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Restated Certificate of Formation of the Company, dated and filed July 27, 2015.
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3(ii)
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Bylaws of the Company, as amended July 10, 2015.
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4.1*
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Specimen Common Stock Certificate.
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4.2*
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Form of Underwriter's Warrant.
|
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10.1(11)
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2008 Stock Incentive Plan dated May 20, 2008.
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10.2*
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License Agreement dated as of March 22, 1988 between the Company and The Texas A&M University System.
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10.30***
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Amendment No. 1 dated September 28, 1998 to License Agreement of March 22, 1988 between The Texas A&M University System and the Company.
|
|
10.71
|
License and Supply Agreement dated January 7, 2010, between the Company and Intas Pharmaceuticals, Ltd.
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(11)
|
The Exhibit is incorporated by reference to the Company's Report on Form S-8 filed with the SEC on May 22, 2008.
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AMARILLO BIOSCIENCES, INC.
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|
Date: April 14, 2017
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By: /s/ Stephen Chen
Stephen Chen, Chairman of the Board,
and Chief Executive Officer
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Date: April 14, 2017
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By: /s/ Bernard Cohen
Bernard Cohen, Vice President,
Chief Financial Officer
|
Signature
|
Title
|
Date
|
/s/ Stephen Chen
|
Chairman of the Board,
Director and
Chief Executive Officer
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April 14, 2017
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Stephen Chen
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/s/ Paul Tibbits
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Director
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April 14, 2017
|
Paul Tibbits
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||
/s/ Yasushi Chikagami
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Director
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April 14, 2017
|
Yasushi Chikagami
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||
/s/ Daniel Fisher
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Director
|
April 14, 2017
|
Daniel Fisher
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||
/s/ Nicholas Moren
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Director
|
April 14, 2017
|
Nicholas Moren
|
||
Contents
|
|
Report of Independent Registered Public Accounting Firm
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F-1
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Balance Sheets
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F-2
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Statements of Operations
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F-3
|
Statements of Stockholders' Deficit
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F-4
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Statements of Cash Flows
|
F-5
|
Notes to Financial Statements
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F-6
|
December 31,
2016
|
December 31,
2015
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
134,125
|
$
|
21,138
|
||||
Inventory
|
14,700
|
-
|
||||||
Advance to related party
|
37,835
|
-
|
||||||
Prepaid expense and other current assets
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75,739
|
18,154
|
||||||
Total current assets
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262,399
|
39,292
|
||||||
Patents, net
|
156,063
|
72,105
|
||||||
Property and equipment, net
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44,214
|
5,798
|
||||||
Total assets
|
$
|
462,676
|
$
|
117,195
|
||||
Liabilities and Stockholders' Deficit
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
165,502
|
$
|
58,550
|
||||
Accrued interest - related parties
|
3,259
|
1,706
|
||||||
Accounts payable – related parties
|
-
|
144,426
|
||||||
Advance from related party | 187,500 | - | ||||||
Customer deposits – related party
|
124,833
|
-
|
||||||
Notes payable – related parties
|
-
|
384,555
|
||||||
Convertible note payable – related party
|
791,481
|
-
|
||||||
Total current liabilities
|
1,272,575
|
589,237
|
||||||
Total liabilities
|
1,272,575
|
589,237
|
||||||
Commitments and contingencies
|
||||||||
Stockholders' deficit
|
||||||||
Preferred stock, $0.01 par value:
|
||||||||
Authorized shares - 10,000,000,
|
||||||||
Issued and outstanding shares – 0 at December 31, 2016 and December 31, 2015
|
-
|
-
|
||||||
Common stock, $0.01 par value:
|
||||||||
Authorized shares - 100,000,000,
|
||||||||
Issued and outstanding shares – 21,916,143 and 20,144,810 at December 31, 2016 and 2015, respectively
|
219,161
|
201,448
|
||||||
Additional paid-in capital
|
237,540
|
(76,872
|
)
|
|||||
Accumulated deficit
|
(1,266,600
|
)
|
(596,618
|
)
|
||||
Total stockholders' deficit
|
(809,899
|
)
|
(472,042
|
)
|
||||
Total liabilities and stockholders' deficit
|
$
|
462,676
|
$
|
117,195
|
Year ended December 31,
|
|||||||
2016 | 2015 | ||||||
Revenues
|
$ | - |
$
|
-
|
|||
Cost of revenues
|
-
|
-
|
|||||
Gross margin (loss)
|
-
|
-
|
|||||
Operating expenses:
|
|||||||
Research and development expenses
|
-
|
-
|
|||||
Selling, general and administrative expenses
|
667,111
|
519,821
|
|||||
Total operating expenses
|
667,111
|
519,821
|
|||||
Operating loss
|
(667,111
|
)
|
(519,821
|
) | |||
Other income (expense):
|
|||||||
Interest expense
|
(2,871
|
)
|
(2,053
|
) | |||
Net loss
|
$ | (669,982 | ) |
$
|
(521,874
|
)
|
|
Basic and diluted net loss per average share available to common shareholders
|
$ | (0.03 | ) |
$
|
(0.03
|
)
|
|
Weighted average common shares outstanding – basic and diluted
|
21,055,886
|
20,144,810
|
Additional
|
Total
|
|||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Paid in
|
Accumulated
|
Stockholders'
|
||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|||||||||||||||||||||
Balance at December 31, 2014
|
-
|
$
|
-
|
20,144,810
|
$
|
201,448
|
$
|
(157,446
|
)
|
$
|
(74,744
|
)
|
$
|
(30,742
|
)
|
|||||||||||||
Cash received from stock subscription
|
-
|
-
|
-
|
-
|
80,574
|
-
|
80,574
|
|||||||||||||||||||||
Net loss for the year ended December 31, 2015
|
-
|
-
|
-
|
-
|
-
|
(521,874
|
)
|
(521,874
|
)
|
|||||||||||||||||||
Balance at December 31, 2015
|
-
|
-
|
20,144,810
|
201,448
|
(76,872
|
)
|
(596,618
|
)
|
(472,042
|
)
|
||||||||||||||||||
Issuance of stock for cash in private placements
|
-
|
-
|
1,771,333
|
17,713
|
314,412
|
-
|
332,125
|
|||||||||||||||||||||
Net loss for the year ended December 31, 2016
|
-
|
-
|
-
|
-
|
-
|
(669,982
|
)
|
(669,982
|
)
|
|||||||||||||||||||
Balance at December 31, 2016
|
-
|
$
|
-
|
21,916,143
|
$
|
219,161
|
$
|
237,540
|
$
|
(1,266,600
|
)
|
$
|
(809,899
|
)
|
||||||||||||||
Year Ended December 31, 2016 | Year Ended December 31, 2015 | |||||||
Cash flows from Operating Activities
|
||||||||
Net loss
|
$ | (669,982 | ) |
$
|
(521,874
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
25,956
|
19,772
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Inventory
|
(14,700
|
)
|
-
|
|||||
Prepaid expense and other current assets
|
(95,420
|
)
|
(1,272
|
) | ||||
Accounts payable and accrued expenses
|
106,952
|
(8,609
|
) | |||||
Accrued interest – related parties
|
1,553
|
1,143
|
||||||
Accounts payable – related party
|
-
|
144,426
|
||||||
Customer deposits
|
124,833
|
-
|
||||||
Net cash used in operating activities
|
(520,808
|
)
|
(366,414
|
) | ||||
Cash flows from Investing Activities
|
||||||||
Investment in patents
|
(100,644
|
)
|
(4,497
|
) | ||||
Capital expenditures
|
(47,686
|
)
|
(7,081
|
) | ||||
Net cash used in investing activities
|
(148,330
|
)
|
(11,578
|
) | ||||
Cash flows from Financing Activities
|
||||||||
Cash received from stock subscription
|
-
|
80,574
|
||||||
Proceeds from private placement offering
|
332,125
|
-
|
||||||
Advance from related party | 187,500 | |||||||
Proceeds from convertible note payable - related party
|
262,500
|
-
|
||||||
Net cash provided by financing activities
|
782,125
|
80,574
|
||||||
Net change in cash
|
112,987
|
(297,418
|
) | |||||
Cash and cash equivalents at beginning of period
|
21,138
|
318,556
|
||||||
Cash and cash equivalents at end of period
|
$ | 134,125 |
$
|
21,138
|
||||
Supplemental Cash Flow Information
|
||||||||
Cash paid for interest
|
$ | 1,318 |
$
|
910
|
||||
Cash paid for income taxes
|
$ | - |
$
|
-
|
||||
Non-Cash Transactions
|
||||||||
Conversion of accounts payable - related party to convertible note payable – related party
|
$ | 144,426 |
$
|
-
|
||||
Conversion of notes payable - related party to convertible note payable – related party
|
$ | 384,555 |
$
|
-
|
· |
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
|
· |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
· |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.
|
2016
|
2015
|
|||||||
Furniture and equipment
|
$
|
92,988
|
$
|
45,302
|
||||
Software
|
8,012
|
8,012
|
||||||
101,000
|
53,314
|
|||||||
Less: accumulated depreciation
|
(56,786
|
)
|
(47,516
|
)
|
||||
Property, equipment and software, net
|
$
|
44,214
|
$
|
5,798
|
2016
|
2015
|
|||||||
Patents
|
$
|
289,228
|
$
|
188,584
|
||||
Less: accumulated amortization
|
(133,165
|
)
|
(116,479
|
)
|
||||
Patents, net
|
$
|
156,063
|
$
|
72,105
|
2017
|
$
|
16,807
|
||
2018
|
15,444
|
|||
2019
|
9,793
|
|||
2020
|
6,584
|
|||
2021
|
4,379
|
|||
Thereafter
|
103,056
|
|||
Total expense
|
$
|
156,063
|
2016
|
2015
|
|||||||
Note payable – related party
|
$
|
-
|
$
|
234,555
|
||||
Note payable – related party
|
-
|
150,000
|
||||||
-
|
384,555
|
|||||||
Less: current portion
|
-
|
(384,555
|
)
|
|||||
Notes payable – related party, long term
|
$
|
-
|
$
|
-
|
2016
|
2015
|
|||||||
Convertible Note payable – related party
|
$
|
144,426
|
$
|
-
|
||||
Convertible Note payable – related party
|
262,500
|
-
|
||||||
Convertible Note payable – related party
|
384,555
|
-
|
||||||
Convertible Notes payable – related party
|
$
|
791,481
|
$
|
-
|
Stock Plans *
|
Issue Date Range
|
Total Shares Authorized
|
Shares Issued
|
Shares Remaining
|
2008 Stock Incentive Plan
|
5/23/08 – 10/11/11
|
600,000
|
463,420
|
136,580
|
2016
|
2015
|
|||||||||||||||
Options
|
Price
|
Options
|
Price
|
|||||||||||||
Outstanding Beg. of Year*
|
8,568
|
$
|
0.95
|
81,726
|
$
|
0.76-1.235
|
||||||||||
Granted
|
-
|
-
|
-
|
-
|
||||||||||||
Cancelled/Expired
|
(8,568
|
)
|
0.95
|
(73,158
|
)
|
$
|
0.76-1.235
|
|||||||||
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||
Outstanding End of Year
|
-
|
$
|
-
|
8,568
|
$
|
0.95
|
||||||||||
Exercisable End of Year
|
-
|
$
|
-
|
8,568
|
$
|
0.95
|
2016
|
2015
|
|||||||||||||||
Warrants
|
Price Range
|
Warrants
|
Price Range
|
|||||||||||||
Outstanding Beg. of Year*
|
-
|
$ |
-
|
52,632
|
$
|
0.57
|
||||||||||
Granted
|
-
|
-
|
-
|
-
|
||||||||||||
Cancelled/Expired
|
-
|
-
|
(52,632
|
)
|
$
|
0.57
|
||||||||||
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||
Outstanding End of Year
|
-
|
$ |
-
|
-
|
$ |
-
|
||||||||||
Exercisable End of Year
|
-
|
$ |
-
|
-
|
$ |
-
|
December 31, 2016
|
December 31, 2015
|
|||||||
Provision (benefit) at statutory rate
|
$
|
228,000
|
$
|
177,000
|
||||
Change in valuation allowance
|
(228,000
|
)
|
(177,000
|
)
|
||||
$
|
-
|
$
|
-
|
December 31, 2016
|
December 31, 2015
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carryforward
|
$
|
7,601,000
|
$
|
7,373,000
|
||||
Deferred tax assets
|
7,601,000
|
7,373,000
|
||||||
Deferred tax liabilities:
|
-
|
-
|
||||||
Net deferred tax assets
|
7,601,000
|
7,373,000
|
||||||
Valuation allowance
|
(7,601,000
|
)
|
(7,373,000
|
)
|
||||
$
|
-
|
$
|
-
|
Document And Entity Information - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Apr. 14, 2017 |
|
Document Information [Line Items] | ||
Entity Registrant Name | AMARILLO BIOSCIENCES INC | |
Entity Central Index Key | 0001014763 | |
Trading Symbol | amar | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 22,350,935 | |
Entity Public Float | $ 3,502,620 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2016 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false |
Balance Sheets (Parentheticals) - $ / shares |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 21,916,143 | 20,144,810 |
Common Stock, Shares, Outstanding | 21,916,143 | 20,144,810 |
Statements of Operations - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Revenues | ||
Cost of revenues | ||
Gross margin (loss) | ||
Operating expenses: | ||
Research and development expenses | ||
Selling, general and administrative expenses | 667,111 | 519,821 |
Total operating expenses | 667,111 | 519,821 |
Operating loss | (667,111) | (519,821) |
Other income (expense): | ||
Interest expense | (2,871) | (2,053) |
Net loss | $ (669,982) | $ (521,874) |
Basic and diluted net loss per average share available to common shareholders (in dollars per share) | $ (0.03) | $ (0.03) |
Weighted average common shares outstanding – basic and diluted (in shares) | 21,055,886 | 20,144,810 |
Statements of Stockholders' Deficit - USD ($) |
Preferred Stock [Member] |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
---|---|---|---|---|---|
Balance (in shares) at Dec. 31, 2014 | 20,144,810 | ||||
Balance at Dec. 31, 2014 | $ 201,448 | $ (157,446) | $ (74,744) | $ (30,742) | |
Cash received from stock subscription | 80,574 | 80,574 | |||
Net loss | (521,874) | (521,874) | |||
Balance (in shares) at Dec. 31, 2015 | 20,144,810 | ||||
Balance at Dec. 31, 2015 | $ 201,448 | (76,872) | (596,618) | (472,042) | |
Net loss | (669,982) | (669,982) | |||
Balance (in shares) at Dec. 31, 2016 | 21,916,143 | ||||
Balance at Dec. 31, 2016 | $ 219,161 | 237,540 | (1,266,600) | (809,899) | |
Issuance of stock for cash in private placements (in shares) | 1,771,333 | ||||
Issuance of stock for cash in private placements | $ 17,713 | $ 314,412 | $ 332,125 |
Note 1 - Organization and Summary of Significant Accounting Policies |
12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | ||||||||||
Notes to Financial Statements | ||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization and Summary of Significant Accounting PoliciesOrganization and Business Amarillo Biosciences, Inc. (the "Company” or “ABI”), a Texas corporation formed in 1984, is engaged in developing biologics for the treatment of human and animal diseases. The Company’s current focus is research aimed at the treatment of human disease indications, particularly influenza, hepatitis C, thrombocytopenia, and other indications using natural human interferon alpha that is administered in a proprietary low dose oral form. In addition to the above core technology, which is included in the Pharmaceutical Division, ABI is exploring the possibility of instituting new revenue streams with a Medical Division and a Consumer Products Division. The Medical Division is preparing to deploy diabetic treatment centers in Taiwan beginning sometime in the third quarter of 2017. These centers will provide a therapy (Artificial Pancreas Treatment, or "APT") for the management of Type 1 and Type 2 diabetes along with the reversal of the complications that historically accompany this disease and plague patients. The Consumer Product Division is presently working on a delivery system for nutraceuticals and food supplements such as Vitamin C, negotiations to import and distribute to the Asian markets a natural resource product which can be modified for human, animal, or agricultural applications, and enter the alternative medicine market through domestic and international distribution of natural Kentucky Wild Ginseng and other medicinal herbs.Going Concern These financial statements have been prepared in accordance with United States generally accepted accounting principles, on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has not yet achieved operating income, and its operations are funded primarily from debt and equity financings. However, losses are anticipated in the ongoing development of its business and there can be no assurance that the Company will be able to achieve or maintain profitability. The continuing operations of the Company and the recoverability of the carrying value of assets is dependent upon the ability of the Company to obtain necessary financing to fund its working capital requirements, and upon future profitable operations. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. There can be no assurance that capital will be available as necessary to meet the Company's working capital requirements or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company's liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected and the Company may cease operations. These factors raise substantial doubt regarding our ability to continue as a going concern.Fair Value of Financial Instruments Under the Financial Account Standards Board Accounting Standards Codification (“FASB ASC”), we are permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with Fair Value Measurement Topic of the FASB ASC, we implemented guidelines relating to the disclosure of our methodology for periodic measurement of our assets and liabilities recorded at fair market value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three -tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
Our Level 1 assets and liabilities primarily include our cash and cash equivalents. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. The carrying amounts of accounts receivable, accounts payable, accrued liabilities, and notes payable approximate fair value due to the immediate or short-term maturities of these financial instruments. Stock-Based Compensation Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation , for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.Cash and Cash Equivalents The Company classifies investments as cash equivalents if the original maturity of an investment is three months or less. Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to uncollectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one -time events, historical experience, and other risk considerations. The Company had no material accounts receivable and no allowance at December 31, 2016 and 2015. No uncollectible accounts receivables were written off in 2016. Inventory Inventories are stated at the lower of cost or market. Cost is determined on a first -in, first -out basis. The Company continually assesses the appropriateness of inventory valuations giving consideration to slow-moving, non-saleable, out-of-date or close-dated inventory. As of December 31, 2016 and 2015, the Company has a balance of $14,700 and $0, respectively, in inventory.Property and Equipment Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the two to seven year estimated useful lives of the assets.Patents and Patent Expenditures ABI holds patent license agreements and holds patents that are owned by the Company. All patent license agreements remain in effect over the life of the underlying patents. Accordingly, the patent license fee is being amortized over the estimated life of the patent using the straight-line method. Patent fees and legal fees associated with the issuance of new owned patents are capitalized and amortized over the estimated 15 to 20 year life of the patent. The Company continually evaluates the amortization period and carrying basis of patents to determine whether subsequent events and circumstances warrant a revised estimated useful life or impairment in value. To date, no such impairment has occurred. To the extent such events or circumstances occur that could affect the recoverability of our patents, we may incur charges for impairment in the future. Long-lived Assets Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. No impairment losses have been recorded since inception. Income Taxes The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. Research and Development Research and development costs are expensed as incurred. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basic and Diluted Net Income ( Loss ) Per Share Net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding. For the year ended December 31, 2016 and 2015, options and warrants outstanding (if any) were antidilutive and not included in the calculation of fully diluted net income (loss) per share. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash. The Company has cash balances in a single financial institution which, from time to time, could exceed the federally insured limit of $250,000. No loss has been incurred related to this concentration of cash.Recent Accounting Pronouncements Management does not anticipate that any recently issued but not yet effective accounting pronouncements will materially impact the Company’s financial condition. |
Note 2 - Property, Equipment and Software, Net |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment Disclosure [Text Block] | 2 . Property, Equipment and Software , net Property, equipment and software are stated at cost less accumulated depreciation and consist of the following at December 31, 2016 and 2015:
Depreciation expense amounted to $9,270 for the year ended December 31, 2016 and $1,283 for the year ended December 31, 2015 and is included in selling, general and administrative expenses. |
Note 3 - Patents, Net |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | 3 . Patents, net Patents are stated at cost less accumulated amortization and consist of the following at December 31, 2016 and 2015:
Amortization expense amounted to $16,686 for the year ended December 31, 2016 and $18,489 December 31, 2015, respectively, and is included in selling, general and administrative expenses.Estimated future amortization expense is as follows:
|
Note 4 - Notes Payable - Related Party |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Text Block] | 4 . Notes Payable - Related Part y
On November 20, 2014, the Class Three Secured Claim of Yang was deemed allowed in the amount of $150,000, secured by the same assets that secured Yang's prepetition secured claim (See Texas Financing Statement No. 13 -0029795076). This claim bears interest at the Applicable Federal Rate, will be fully amortized and paid as follows: four (4) consecutive equal annual installments of combined principal and interest, beginning September 1, 2015, and continuing on the same date of each succeeding year until September 1, 2018, when the obligation is due and payable in full. The first payment was due on September 1, 2015, in the amount of $37,811 (principal and interest). To date, no payments have been made and there has been no demand for the payment.Subsequent to consummation of the Plan, The Yang Group provided $234,555 for post-reorganization financing. This is unsecured and draws interest at the short term Applicable Federal Rate. On June 30, 2016, the two debts were consolidated into one convertible promissory note. The convertible promissory note is due on demand, unsecured, bears interest at the Short-Term Applicable Federal Rate of .64% per annum, and is convertible into Amarillo Biosciences, Inc. Common Stock at a price of $.1875 per share. The amounts owed to The Yang Group after the debts were consolidated totaled $384,555 which represented all amounts then owed to The Yang Group. Those debts along with the associated liens, security interests, and accrued interest were assigned by The Yang Group to Dr. Stephen T. Chen, effective as of June 30, 2016. Subsequent to the assignment, Dr. Chen released the lien (Texas file #13 -0029795076) and authorized Amarillo Biosciences, Inc. to file a UCC-3 Amendment Statement terminating the lien. |
Note 5 - Convertible Notes Payable - Related Party |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Text Block] | 5. Convertible Notes Payable – Related Party
During the fiscal year ended December 31, 2016, a payable in the amount of $144,426 to Dr. Stephen T. Chen, Chairman, CEO and President of the Company, was exchanged for a convertible promissory note. The note was executed on January 11, 2016, is payable on demand, and is unsecured. The interest rate is .75%, the Annual Federal Rate (AFR), the rate in effect when the note was made. The Payee, Dr. Chen, may convert all or some part of the note to the Maker’s (ABI’s) common voting stock at a conversion price of $.168 per share. On March 18, 2016, Dr. Chen purchased a Convertible Promissory Note in the amount of $262,500 through the Company’s Private Placement Convertible Note Security Offering entitled Private Placement 2016 -1 (previously approved by the ABI Board of Directors on March 10, 2016). The note is payable on demand, unsecured, carries interest at the Short Term Annual Federal Rate (AFR) of .65% per annum, and is convertible into ABI common stock at a price of $.1875 per share.On June 30, 2016, a Convertible Promissory Note in the amount of $384,555 was issued to Dr. Chen in exchange for the aggregated amounts of two existing Notes Payable – Related Party. The Convertible Note is due on demand, is unsecured, bears interest at the Short-Term Applicable Federal Rate of .64% per annum, and is convertible into Amarillo Biosciences, Inc. Common Stock at a stock price of $.1875 per share. |
Note 6 - Related Party Transactions |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 6. Related Party Transactions On April 4, 2016, Dr. Chen received $75,000 January 18, 2016 and March 18, 2016, which were to be used for general operating expenses.On May 23, 2016, Amarillo Biosciences, Inc. (“ABI”), the Principal, entered into an Agency and Service Agreement with ACTS Global Healthcare, Inc. (“ACTS Global”), a Taiwan Corporation, the Agent. ABI advanced ACTS Global “Principal Funds” in the amount of NTD $3,000,681 ($91,968 USD), to be utilized and /or expended by ACTS Global solely as instructed by ABI. Additional advances may be made by ABI to ACTS Global as necessary. For their services, ACTS Global, is be paid by ABI, one percent (1%) of the Principal’s services expended by the Agent at the Principal’s direction. Any other services rendered by the Agent will be paid for by the Principal based on comparable and/or reasonable values of the service rendered. As of December 31, 2016, ACTS Global has expended $54,133 for the benefit of the Company, leaving a balance of $37,835, which is included on the Company Balance Sheet in Advances to related party. The agency fee to ACTS Global was $546 for 2016. During the year ended December 31, 2016, the Company purchased ginseng at a cost of $17,929 from Hidden Valley Herbs of Kentucky, which is owned and operated by ABI Director and Stockholder Paul Tibbits. On November 7, 2016, the Company received a deposit in the amount of $124,833 from Amarillo Biosciences (Hong Kong) Ltd., an entity consisting of the Company’s certain private placement shareholders and other shareholders who are not related parties, for the purchase of medical equipment. The medical equipment was delivered on January 13, 2017. In April 2016, the Company received proceeds of $187,500 from an investor related to Amarillo Biosciences (Hong Kong) Ltd. in exchange for the potential issuance of 1,000,000 shares of common stock (Private Placement 2016 -2). As of December 31, 2016, the shares have not been issued and the amount received is included in Advances from related party. As of the filing date, the stock subscription has not been executed.On December 20, 2016, the Board of Directors approved the award of bonuses to Dr. Stephen T. Chen, Chairman of the Board, CEO, and President; and Bernard Cohen, Vice President and Chief Financial Officer. Dr. Chen received a cash bonus of $25,000 and shares of the Company’s unregistered, voting common stock in the amount of $37,500. Bernard Cohen received a cash bonus of $12,500 and shares of the Company’s unregistered, voting common stock in the amount of $5,000. The cash bonuses were paid on December 30, 2016 and the stock award is included in Accounts Payable and Accrued Expenses as of December 31, 2016. The stock award was issued on January 3, 2017. Shares were priced at the average of all trading day closing quotes on the OTC-BB for the month of December 2016. |
Note 7 - Common Stock |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 7. Common StockThe Company has 100,000,000 shares of voting common shares authorized for issuance. As of December 31, 2016, a total of 26,226,782 shares of common stock were either outstanding (21,916,143) or reserved for issuance upon exercise of options or convertible debt (4,310,639). On March 10, 2016, the Board of Directors approved the Company to enter into private placements for the sale of up to 5,000,000 shares of the Company’s common stock (Private Placement 2016 -2) at a price of $.1875 per share (aggregate offering amount of $937,500). During the second quarter of 2016, the Company received $234,375 from individual, outside investors for the purchase of a total of 1,250,000 shares of common stock through the 2016 -2 Security Offering which contemplates the sale of a maximum of 5,000,000 shares at a cost of $.1875 per share. The required SEC Form D was filed on May 6, 2016. On July 11, 2016, 1,250,000 shares were issued. On September 30, 2016, the Board of Directors approved the Company to amend the previously authorized Private Placement 2016 -2 offer, sale, and issuance of unregistered securities. The Private Placement 2016 -2 was amended to offer up to 10,000,000 shares of the Company’s commons stock at a price of $.1875 per share for an aggregate offering amount of $1,875,000. The offering is to be completed within one (1) year of the date of approval. During the fourth quarter of 2016, the Company sold 521,333 shares of common stock at $.1875 per share for proceeds of $97,750. |
Note 8 - Preferred Stock |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Notes to Financial Statements | |
Preferred Stock [Text Block] | 8 . Preferred Stock The shareholders have authorized 10,000,000 shares of preferred stock shares for issuance. No December 31, 2016 and 2015 and none is outstanding as of the date of this report.At December 31, 2016, $34,279 of unpaid dividends have been accrued on Preferred Equity previously owned by Mr. Paul Tibbits, a stockholder and director. The dividends accrued between the filling dates of the Company’s Chapter 11 Bankruptcy, October 31, 2013, and the Effective Date of the Plan of Reorganization, November 20, 2014 and are owed to Mr. Tibbits. |
Note 9 - Stock Option and Stock Plans |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||
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Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 9 . Stock Option and Stock Plans
* The Board of Directors has approved all stock, stock option and stock warrant issuances. |
Note 10 - Stock Options and Warrants |
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Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Option And Warrants [Text Block] | 10 . Stock Options and Warrants Stock Options: During 2016, no options or warrants were issued to consultants, advisors, directors, employees, or investors. Consequently, there were no related expenses.Directors, officers and consultants did not 2016 or 2015, see table below.A summary of the Company's stock option activity and related information for the years ended December 31, 2016 and 2015 is as follows:
Stock Warrant s: A summary of the Company's stock warrant activity and related information for the years ended December 31, 2016 and 2015 is as follows:
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Note 11 - Income Taxes |
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Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Text Block] | 1 1 . Income Taxes Income tax expense (benefit) attributable to income from continuing operations differed from the amounts computed by applying the U.S. Federal income tax of 34% to pretax income from continuing operations as a result of the following:
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2016 and 2015, are presented below:
At December 31, 2016, the Company has estimated net operating loss carryforwards of approximately $22,357,000 for federal income tax purposes expiring in 2016 through 2035. The ability of the Company to utilize these carryforwards may be difficult and directly dependent upon many factors outside of the Company’s control, including, but not limited to, changes in the legal and regulatory framework and the operational and corporate structure of ABI and shareholders, or sales or transfers of stock by or among shareholders. For example, if ABI has experienced a change of control as defined in the relevant provisions of the IRC, 2 2 See 26 U.S.C. § 382 (known as Section 382 of the IRC) and related regulations. |
Note 12 - Commitments and Contingencies |
12 Months Ended |
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Dec. 31, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 1 2 . Commitments and Contingencies Lease commitment Our executive and administrative offices are located at 4134 Business Park Drive, Amarillo, Texas in a 1,800 square-foot facility rented by the Company. The lease expires on June 30, 2017 and our monthly rent is $1,070 per month. During the years ended December 31, 2016 and 2015, the Company incurred $12,715 and $13,585 in rent expense, respectively.The Company shares office space with ACTS Global Healthcare, Inc. in Taipei, Taiwan. The lease expires on October 31, 2018 and our monthly rent is NTD $70,000 per month. During the years ended December 31, 2016 and 2015, the Company incurred $41,889 and $0 in rent expense, respectively. Litigation The Company is not a party to any litigation and is not aware of any pending litigation or unasserted claims or assessments as of December 31, 2016. Officer Compensation On December 20, 2016, effective January 1, 2017, the Board of Directors approved a resolution whereby Dr. Chen’s annual compensation was changed to $90,000 cash per annum and $75,000 per annum payable in the Company’s unregistered, voting common stock. The Board also approved the change in compensation to Bernard Cohen to $65,000 cash per annum and $10,000 per annum payable in the Company’s unregistered, voting common stock. The cash compensation is to be paid on the normal payroll cycle of 15 th and 31 st of each month and stock compensation to be paid quarterly. Shares are to be priced at the average of all trading day closing quotes on the OTC-BB for the month preceding date of issuance, with such shares to be issued on the first business day after the close of each calendar quarter or as soon thereafter as practicable. The first such issuance to occur on April 3, 2017. |
Note 13 - Subsequent Events |
12 Months Ended |
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Dec. 31, 2016 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 1 3 . Subsequent Events In January 2017, the Company sold 270,000 shares of common stock at $.1875 per share for proceeds of $50,625. As of the filing date, these shares have not yet been issued. In January 2017, the Company issued a total of 164,792 shares of common stock at $.2579 per share as payment for the 2016 compensation bonus for Dr. Stephen T. Chen, and Bernard Cohen. |
Significant Accounting Policies (Policies) |
12 Months Ended | |||||||||
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Dec. 31, 2016 | ||||||||||
Accounting Policies [Abstract] | ||||||||||
Going Concern Policy [Policy Text Block] | Going Concern These financial statements have been prepared in accordance with United States generally accepted accounting principles, on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has not yet achieved operating income, and its operations are funded primarily from debt and equity financings. However, losses are anticipated in the ongoing development of its business and there can be no assurance that the Company will be able to achieve or maintain profitability. The continuing operations of the Company and the recoverability of the carrying value of assets is dependent upon the ability of the Company to obtain necessary financing to fund its working capital requirements, and upon future profitable operations. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. There can be no assurance that capital will be available as necessary to meet the Company's working capital requirements or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company's liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected and the Company may cease operations. These factors raise substantial doubt regarding our ability to continue as a going concern. |
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Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Under the Financial Account Standards Board Accounting Standards Codification (“FASB ASC”), we are permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with Fair Value Measurement Topic of the FASB ASC, we implemented guidelines relating to the disclosure of our methodology for periodic measurement of our assets and liabilities recorded at fair market value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three -tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
Our Level 1 assets and liabilities primarily include our cash and cash equivalents. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. The carrying amounts of accounts receivable, accounts payable, accrued liabilities, and notes payable approximate fair value due to the immediate or short-term maturities of these financial instruments. |
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Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation , for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest. |
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Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company classifies investments as cash equivalents if the original maturity of an investment is three months or less. |
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Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to uncollectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one -time events, historical experience, and other risk considerations. The Company had no material accounts receivable and no allowance at December 31, 2016 and 2015. No uncollectible accounts receivables were written off in 2016. |
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Inventory, Policy [Policy Text Block] | Inventory Inventories are stated at the lower of cost or market. Cost is determined on a first -in, first -out basis. The Company continually assesses the appropriateness of inventory valuations giving consideration to slow-moving, non-saleable, out-of-date or close-dated inventory. As of December 31, 2016 and 2015, the Company has a balance of $14,700 and $0, respectively, in inventory. |
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Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the two to seven year estimated useful lives of the assets. |
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Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Patents and Patent Expenditures ABI holds patent license agreements and holds patents that are owned by the Company. All patent license agreements remain in effect over the life of the underlying patents. Accordingly, the patent license fee is being amortized over the estimated life of the patent using the straight-line method. Patent fees and legal fees associated with the issuance of new owned patents are capitalized and amortized over the estimated 15 to 20 year life of the patent. The Company continually evaluates the amortization period and carrying basis of patents to determine whether subsequent events and circumstances warrant a revised estimated useful life or impairment in value. To date, no such impairment has occurred. To the extent such events or circumstances occur that could affect the recoverability of our patents, we may incur charges for impairment in the future. |
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Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-lived Assets Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. No impairment losses have been recorded since inception. |
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Income Tax, Policy [Policy Text Block] | Income Taxes The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. |
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Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development costs are expensed as incurred. |
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Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
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Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Net Income ( Loss ) Per Share Net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding. For the year ended December 31, 2016 and 2015, options and warrants outstanding (if any) were antidilutive and not included in the calculation of fully diluted net income (loss) per share. |
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Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash. The Company has cash balances in a single financial institution which, from time to time, could exceed the federally insured limit of $250,000. No loss has been incurred related to this concentration of cash. |
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New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Management does not anticipate that any recently issued but not yet effective accounting pronouncements will materially impact the Company’s financial condition. |
Note 2 - Property, Equipment and Software, Net (Tables) |
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Property, Plant and Equipment [Table Text Block] |
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Note 3 - Patents, Net (Tables) |
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Schedule of Finite-Lived Intangible Assets [Table Text Block] |
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Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] |
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Note 4 - Notes Payable - Related Party (Tables) |
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Schedule of Related Party Transactions [Table Text Block] |
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Note 5 - Convertible Notes Payable - Related Party (Tables) |
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Notes Tables | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Convertible Notes Payable, Related Parties [Table Text Block] |
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Note 9 - Stock Option and Stock Plans (Tables) |
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Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] |
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Note 10 - Stock Options and Warrants (Tables) |
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Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] |
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Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] |
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Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] |
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Note 11 - Income Taxes (Tables) |
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Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] |
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Schedule of Deferred Tax Assets and Liabilities [Table Text Block] |
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Note 1 - Organization and Summary of Significant Accounting Policies (Details Textual) - USD ($) |
12 Months Ended | |
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Dec. 31, 2016 |
Dec. 31, 2015 |
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Inventory, Net | $ 14,700 | $ 0 |
Cash, FDIC Insured Amount | 250,000 | |
Accounts Receivable, Net | 0 | 0 |
Allowance for Doubtful Accounts Receivable | 0 | $ 0 |
Provision for Doubtful Accounts | 0 | |
Patents [Member] | ||
Impairment of Intangible Assets (Excluding Goodwill) | 0 | |
Impairment of Long-Lived Assets Held-for-use | $ 0 | |
Minimum [Member] | ||
Property, Plant and Equipment, Estimated Useful Lives | two | |
Minimum [Member] | Patents [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Maximum [Member] | ||
Property, Plant and Equipment, Estimated Useful Lives | seven | |
Maximum [Member] | Patents [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 20 years |
Note 2 - Property, Equipment and Software, Net (Details Textual) - USD ($) |
12 Months Ended | |
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Dec. 31, 2016 |
Dec. 31, 2015 |
|
Depreciation | $ 9,270 | $ 1,283 |
Note 2 - Property, Equipment and Software, Net - Property, Plant and Equipment (Details) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Property, plant and equipment, gross | $ 101,000 | $ 53,314 |
Less: accumulated depreciation | (56,786) | (47,516) |
Property, equipment and software, net | 44,214 | 5,798 |
Furniture and Fixtures [Member] | ||
Property, plant and equipment, gross | 92,988 | 45,302 |
Software and Software Development Costs [Member] | ||
Property, plant and equipment, gross | $ 8,012 | $ 8,012 |
Note 3 - Patents, Net (Details Textual) - USD ($) |
12 Months Ended | |
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Dec. 31, 2016 |
Dec. 31, 2015 |
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Amortization of Intangible Assets | $ 16,686 | $ 18,489 |
Note 3 - Patents, Net - Patents (Details) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Patents | $ 156,063 | $ 72,105 |
Patents, net | 156,063 | |
Patents [Member] | ||
Patents | 289,228 | 188,584 |
Less: accumulated amortization | (133,165) | (116,479) |
Patents, net | $ 156,063 | $ 72,105 |
Note 3 - Patents, Net - Estimated Future Amortization Expense (Details) |
Dec. 31, 2016
USD ($)
|
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2017 | $ 16,807 |
2018 | 15,444 |
2019 | 9,793 |
2020 | 6,584 |
2021 | 4,379 |
Thereafter | 103,056 |
Total expense | $ 156,063 |
Note 4 - Notes Payable - Related Party (Details Textual) |
2 Months Ended | 12 Months Ended | 25 Months Ended | ||||||
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Apr. 04, 2016
USD ($)
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Sep. 01, 2015
USD ($)
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Nov. 21, 2014
USD ($)
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Nov. 20, 2014
USD ($)
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Mar. 18, 2016
USD ($)
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Dec. 31, 2016
USD ($)
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Dec. 31, 2015
USD ($)
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Dec. 31, 2016
USD ($)
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Jun. 30, 2016
USD ($)
$ / shares
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Notes Payable, Related Parties | $ 384,555 | ||||||||
Proceeds from Related Party Debt | 187,500 | ||||||||
Notes Payable, Convertible, Related Parties, Classified Current | 791,481 | 791,481 | |||||||
Chief Executive Officer [Member] | |||||||||
Number of Installments | 4 | ||||||||
Debt Instrument, Periodic Payment | $ 37,811 | ||||||||
Repayments of Related Party Debt | $ 75,000 | 0 | |||||||
Proceeds from Related Party Debt | $ 234,555 | $ 75,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.64% | ||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.1875 | ||||||||
Notes Payable, Convertible, Related Parties, Classified Current | $ 384,555 | ||||||||
Chief Executive Officer [Member] | Secured Debt [Member] | |||||||||
Notes Payable, Related Parties | $ 150,000 | $ 150,000 |
Note 4 - Notes Payable - Related Party - Related Party Transactions (Details) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
Nov. 20, 2014 |
---|---|---|---|
Note payable – related party | $ 384,555 | ||
Less: current portion | (384,555) | ||
Notes payable – related party, long term | 0 | 0 | |
Chief Executive Officer [Member] | Unsecured Debt [Member] | |||
Note payable – related party | 234,555 | ||
Chief Executive Officer [Member] | Secured Debt [Member] | |||
Note payable – related party | $ 150,000 | $ 150,000 |
Note 5 - Convertible Notes Payable - Related Party - Convertible Notes Payable (Details) - USD ($) |
Dec. 31, 2016 |
Jun. 30, 2016 |
Mar. 18, 2016 |
Dec. 31, 2015 |
---|---|---|---|---|
Convertible note payable – related party | $ 791,481 | |||
Chief Executive Officer [Member] | ||||
Convertible note payable – related party | $ 384,555 | |||
Chief Executive Officer [Member] | First Issuance [Member] | ||||
Convertible note payable – related party | 144,426 | |||
Chief Executive Officer [Member] | Second Issuance [Member] | Private Placement Convertible Promissory Notes [Member] | ||||
Convertible note payable – related party | 262,500 | $ 262,500 | ||
Chief Executive Officer [Member] | Third Issuance [Member] | ||||
Convertible note payable – related party | $ 384,555 | $ 384,555 |
Note 8 - Preferred Stock (Details Textual) - USD ($) |
12 Months Ended | |
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Dec. 31, 2016 |
Dec. 31, 2015 |
|
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Amount of Preferred Dividends in Arrears | $ 34,279 | |
Preferred Stock, Shares Outstanding | 0 | 0 |
Note 9 - Stock Option and Stock Plans - Stock Option Plan Summary (Details) - 2008 Stock Incentive Plan [Member] |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2016
shares
|
[1] | |||
Total Shares Authorized (in shares) | 600,000 | |||
Shares Issued (in shares) | 463,420 | |||
Shares Remaining (in shares) | 136,580 | |||
|
Note 10 - Stock Options and Warrants (Details Textual) - USD ($) shares in Thousands, $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | |
Allocated Share-based Compensation Expense | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 0 |
Note 10 - Stock Options and Warrants - Stock Option Activity (Details) - $ / shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Outstanding Beg. of Year, Shares (in shares) | 8,568 | 81,726 |
Outstanding Beg. of Year, Price (in dollars per share) | $ 0.95 | |
Cancelled/Expired, Shares (in shares) | (8,568) | (73,158) |
Cancelled/Expired, Price (in dollars per share) | $ 0.95 | |
Outstanding End of Year, Shares (in shares) | 8,568 | |
Outstanding End of Year, Price (in dollars per share) | $ 0.95 | |
Exercisable End of Year, Shares (in shares) | 8,568 | |
Exercisable End of Year, Price (in dollars per share) | $ 0.95 | |
Minimum [Member] | ||
Outstanding Beg. of Year, Price (in dollars per share) | 0.76 | |
Cancelled/Expired, Price (in dollars per share) | 0.76 | |
Maximum [Member] | ||
Outstanding Beg. of Year, Price (in dollars per share) | 1.235 | |
Cancelled/Expired, Price (in dollars per share) | $ 1.235 |
Note 10 - Stock Options and Warrants - Stock Warrant Activity (Details) - $ / shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Outstanding Beg. of Year, Warrants (in shares) | 52,632 | |
Outstanding Beg. of Year, Warrants Price (in dollars per share) | $ 0.57 | |
Granted, Warrants (in shares) | ||
Granted, Warrants Price (in dollars per share) | ||
Cancelled/Expired, Warrants (in shares) | (52,632) | |
Cancelled/Expired, Warrants Price (in dollars per share) | $ 0.57 | |
Exercised, Warrants Price (in dollars per share) | ||
Outstanding End of Year, Warrants (in shares) | ||
Outstanding End of Year, Warrants Price (in dollars per share) | ||
Exercisable End of Year, Warrants (in shares) | ||
Exercisable End of Year, Warrants Price (in dollars per share) |
Note 11 - Income Taxes (Details Textual) |
12 Months Ended |
---|---|
Dec. 31, 2016
USD ($)
| |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% |
Operating Loss Carryforwards | $ 22,357,000 |
Note 11 - Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Provision (benefit) at statutory rate | $ 228,000 | $ 177,000 |
Change in valuation allowance | (228,000) | (177,000) |
$ 0 | $ 0 |
Note 11 - Income Taxes - Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Net operating loss carryforward | $ 7,601,000 | $ 7,373,000 |
Deferred tax assets | 7,601,000 | 7,373,000 |
Deferred tax liabilities: | ||
Net deferred tax assets | 7,601,000 | 7,373,000 |
Valuation allowance | (7,601,000) | (7,373,000) |
$ 0 | $ 0 |
Note 12 - Commitments and Contingencies (Details Textual) |
12 Months Ended | ||
---|---|---|---|
Dec. 20, 2016
USD ($)
|
Dec. 31, 2016
USD ($)
ft²
|
Dec. 31, 2015
USD ($)
|
|
Chief Executive Officer [Member] | |||
Officer Compensation, Annual Compensation, Cash | $ 90,000 | ||
Officer Compensation, Annual Compensation, Share Value | 75,000 | ||
Chief Financial Officer [Member] | |||
Officer Compensation, Annual Compensation, Cash | 65,000 | ||
Officer Compensation, Annual Compensation, Share Value | $ 10,000 | ||
Executive and Administrative Offices [Member] | |||
Area of Real Estate Property | ft² | 1,800 | ||
Operating Leases Rent Expense Monthly Amount | $ 1,070 | ||
Operating Leases, Rent Expense | 12,715 | $ 13,585 | |
Shared Office Space with ACTS Global Healthcare, Inc. in Taipei, Taiwan [Member] | |||
Operating Leases Rent Expense Monthly Amount | 70,000 | ||
Operating Leases, Rent Expense | $ 41,889 | $ 0 |
Note 13 - Subsequent Events (Details Textual) - Subsequent Event [Member] |
1 Months Ended |
---|---|
Jan. 31, 2017
USD ($)
$ / shares
shares
| |
Stock Issued During Period, Shares, New Issues | shares | 270,000 |
Shares Issued, Price Per Share | $ / shares | $ 0.1875 |
Proceeds from Issuance of Common Stock | $ | $ 50,625 |
CEO and CFO [Member] | |
Shares Issued, Price Per Share | $ / shares | $ 0.2579 |
Stock Issued During Period, Shares, Share-based Compensation, Gross | shares | 164,792 |
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