10-Q/A

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Amendment No. 1

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the quarterly period ended September 30, 2020

OR

[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the transition period from ________ to ________

Commission file number 000-54296

 

AXIM Biotechnologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada	27-4029386
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

6191 Cornerstone Court, E. Suite 114

San Diego, CA 92121

(Address of principal executive offices)

(858) 923-4422

(Registrant’s telephone number, including area code)

________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [   ]

Indicate by check mark whether registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [   ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

Large accelerated Filer [   ] Accelerated Filer [   ] Non-accelerated filer [   ] (Do not check if smaller reporting company) Smaller reporting Company [X] Emerging growth Company [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [X]

1

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [   ] No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 125,196,970 of common stock, par value $0.0001 per share, outstanding as of November 13, 2020.

____________________________________________________________________________________________________________

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the period ended September 30, 2020, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.  Exhibit 101 to the Form 10-Q provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).  No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.  Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

____________________________________________________________________________________________________________

2

Item 6. Exhibits.

Statements

Condensed Consolidated Balance Sheets as of September 30, 2020 (unaudited) and December 31, 2019.

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019 (unaudited)

Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the nine months ended September 30, 2020 and 2019 (unaudited)

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (unaudited)

Notes to Condensed Consolidated Financial Statements (unaudited)

Schedules

All schedules are omitted because they are not applicable, or the required information is shown in the Financial Statements or notes thereto.

		Incorporated by Reference (Form Type)		Filed with This Report
Exhibits	Exhibit #		Filing Date
Articles of Incorporation, as filed with the Nevada Secretary of State on November 18, 2010.	3.1	10-Q	11/14/2014
Certificate of Amendment, as filed with the Nevada Secretary of State on July 24, 2014.	3.2	10-Q	11/14/2014
Amended and Restated (As of August 17, 2016) Bylaws of AXIM Biotechnologies, Inc.	3.3	10-Q	8/22/2016
Certificate of Designation of Series B Preferred Stock	3.4	10-Q	8/22/2016
Certificate of Designation of Series C Preferred Stock	3.5	10-Q	8/22/2016
Amended and Restated Employment Agreement effective September 1, 2016, by and between AXIM International, Inc. and Dr. George E. Anastassov	10.1	10-Q	11/21/2016
Amended and Restated Employment Agreement effective September 1, 2016, by and between AXIM International, Inc. and Lekhram Changoer	10.2	10Q	11/21/2016
Employment Agreement effective September 1, 2016, by and between AXIM International, Inc. and Dr. Philip A. Van Damme.	10.3	10-Q	11/21/2016
Code of Business Conduct and Ethics	14.1	10-Q	11/20/2017
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	31.1			X
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	31.2			X
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	32.1			X
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	32.2			X

3

Nominating and Governance Committee Charter	99.1	10-Q	11/20/2017
Compensation Committee Charter	99.2	10-Q	11/20/2017
Audit Committee Charter	99.3	10-Q	11/20/2017
XBRL Instance Document	101.INS			X
XBRL Taxonomy Extension Schema Document	101.SCH			X
XBRL Taxonomy Extension Calculation Linkbase Document	101.CAL			X
XBRL Taxonomy Extension Definition Linkbase Document	101.DEF			X
XBRL Taxonomy Extension Label Linkbase Document	101.LAB			X
XBRL Taxonomy Extension Presentation Linkbase Document	101.PRE			X

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AXIM BIOTECHNOLOGIES, INC.
Dated: November 25, 2020	By:	/s/ John W. Huemoeller II
		John W. Huemoeller II
		President and Director Principal Executive Officer
Dated: November 25, 2020	By:	/s/ Robert Malasek
		Robert Malasek
		Principal Financial Officer

5

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15(d)-14(a), AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John W. Huemoeller II, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q A/1 for AXIM Biotechnologies, Inc.; 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):  

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 

Dated: November 25, 2020	By:	/s/ John W. Huemoeller II
		John W. Huemoeller II Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15(d)-14(a), AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Malasek, Chief Financial Officer of Axim Biotechnologies, Inc. (the “Company”) certify that:

1.I have reviewed this Quarterly Report on Form 10-Q A/1 of the Company; 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):  

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 

Dated: November 25, 2020	By:	/s/ Robert Malasek
		Robert Malasek Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Axim Biotechnologies, Inc., a Nevada corporation, (the “Registrant”) on Form 10-Q A/1 for the period ended September 20, 2020 (the “Report”), I, John W. Huemoeller II, Chief Executive Officer of the Registrant, do hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)the Report, as filed with the Securities and Exchange Commission, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. 

Dated: November 25, 2020	By:	/s/ John W. Huemoeller II
		John W. Huemoeller II Chief Executive Officer  (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Axim Biotechnologies, Inc., a Nevada corporation, (the “Registrant”) on Form 10-Q A/1 for the period ended September 30, 2020 (the “Report”), I, Robert Malasek, Chief Financial Officer of the Registrant, do hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)the Report, as filed with the Securities and Exchange Commission, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. 

Dated: November 25, 2020	By:	/s/ Robert Malasek
		Robert Malasek Chief Financial Officer (Principal Financial Officer)

XML

Document and Entity Information - $ / shares		9 Months Ended
	Nov. 18, 2020	Sep. 30, 2020
Details
Registrant CIK		0001514946
Fiscal Year End		--12-31
Document Type		10-Q/A
Document Quarterly Report		true
Document Period End Date		Sep. 30, 2020
Document Transition Report		false
Entity File Number		000-54296
Entity Registrant Name		AXIM Biotechnologies, Inc.
Entity Incorporation, State or Country Code		NV
Entity Tax Identification Number		27-4029386
Entity Address, Address Line One		6191 Cornerstone Court
Entity Address, Address Line Two		E. Suite 114
Entity Address, City or Town		San Diego
Entity Address, State or Province		CA
Entity Address, Postal Zip Code		92121
Entity Address, Address Description		Address of principal executive offices
City Area Code		858
Local Phone Number		923-4422
Phone Fax Number Description		Registrant’s telephone number, including area code
Entity Current Reporting Status		Yes
Entity Interactive Data Current		No
Entity Small Business		true
Entity Emerging Growth Company		false
Entity Filer Category		Non-accelerated Filer
Entity Shell Company		false
Entity Common Stock, Shares Outstanding	125,196,970
Entity Listing, Par Value Per Share	$ 0.0001
Amendment Flag		false
Document Fiscal Year Focus		2020
Document Fiscal Period Focus		Q3

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)		Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash		$ 1,157,239	$ 511,630
Notes receivable- related party		102,986	0
Prepaid expenses		327,802	77,606
Marketable securities		0	213,745
Investment in Joint Venture		27,490	27,490
Current assets of discontinued operations		0	808,657
Total current assets		1,615,517	1,639,128
Property, Plant and Equipment, Net		98,444	2,237
Other Assets:
Goodwill		2,458,233	0
Research in progress		7,800,000	0
Security deposit		13,040	0
Operating lease right-of-use asset		143,703	0
Other assets of discontinued operations		0	50,534
Total other assets		10,414,976	50,534
TOTAL ASSETS		12,128,937	1,691,899
Current liabilities:
Accounts payable and accrued liabilities		292,995	222,204
Due to shareholder		973	5,000
Due to first insurance funding		50,739	42,121
Promissory note (including accrued interest of $14,643 and $0, respectively)		338,861	0
Current liabilities of discontinued operations		916,086	3,126,106
Total current liabilities		1,599,654	3,395,431
Long-term liabilities:
Deferred tax liability		2,340,000	0
Operating lease liability		143,703	0
Total long-term liabilities		8,241,786	5,056,865
TOTAL LIABILITIES		9,841,440	8,452,296
STOCKHOLDERS' DEFICIT
Common Stock, Value, Issued		12,519	6,485
Additional paid in capital		41,593,293	28,623,060
Common stock, to be issued		135,000	50,000
Accumulated deficit		(39,453,365)	(35,440,042)
TOTAL STOCKHOLDERS' DEFICIT		2,287,497	(6,760,397)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		12,128,937	1,691,899
Series B Convertible Preferred Stock
STOCKHOLDERS' DEFICIT
Preferred Stock, Value, Issued		0	50
Series C Convertible Preferred Stock
STOCKHOLDERS' DEFICIT
Preferred Stock, Value, Issued		50	50
Convertible note payable
Long-term liabilities:
Convertible note payable	[1]	1,634,435	912,954
Convertible note payable - related party
Long-term liabilities:
Convertible note payable		4,123,648	4,093,333
Convertible note payable - shareholder
Long-term liabilities:
Convertible note payable		$ 0	$ 50,578

[1] See Note 12.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - Parenthetical - USD ($)		Sep. 30, 2020	Dec. 31, 2019
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Common Stock, Shares Authorized		300,000,000	300,000,000
Common Stock, Shares, Issued		125,196,970	64,854,539
Common Stock, Shares, Outstanding		125,196,970	64,854,539
Preferred Stock
Preferred Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized		5,000,000	5,000,000
Series B Convertible Preferred Stock
Preferred Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized		500,000	500,000
Preferred Stock, Shares Issued			500,000
Preferred Stock, Shares Outstanding		0	500,000
Series C Convertible Preferred Stock
Preferred Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized		500,000	500,000
Preferred Stock, Shares Issued		500,000	500,000
Preferred Stock, Shares Outstanding		500,000	500,000
Promissory note - related party
Interest Payable, Current		$ 14,643	$ 0
Convertible note payable
Interest Payable, Current	[1]	216,109	168,208
Debt Instrument, Unamortized Discount	[1]	865,987	739,732
Convertible note payable - related party
Interest Payable, Current		123,648	93,333
Convertible note payable - shareholder
Interest Payable, Current		$ 0	$ 5,578

[1] See Note 12.

XML

Condensed Consolidated Statements Of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Details
Revenues	$ 0	$ 0	$ 0	$ 0
Cost of Revenue	0	0	0	0
Gross Profit	0	0	0	0
Operating Expenses:
Research and development expenses	109,139	0	235,431	0
Selling, general and administrative	1,184,267	482,833	2,442,420	2,537,836
Depreciation	5,372	839	10,497	2,517
Total operating expenses from continuing operations	1,298,778	483,672	2,688,348	2,540,353
Loss from continuing operations	(1,298,778)	(483,672)	(2,688,348)	(2,540,353)
Other (income) expenses:
Income from Impression Healthcare Ltd	0	(57,400)	0	(57,400)
Interest income	(260)	0	(419)	0
Income form Grants from Government	(25,899)	0	(25,899)	0
Marketable Securities, Unrealized Gain (Loss)	0	(135,320)	104,705	(273,720)
Marketable Securities, Realized Gain (Loss)	0	(190,460)	109,040	(190,460)
Loss on extinguishment/conversion of debt	923,604	0	923,604	0
Amortization of note discount	22,313	18,870	63,745	56,195
Interest expense	73,268	49,304	179,344	147,529
Total other (income) expenses	993,026	(315,006)	1,354,120	(317,856)
Loss before provision of income tax	(2,291,804)	(168,666)	(4,042,468)	(2,222,497)
Provision for income tax	0	0	0	0
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	(2,291,804)	(168,666)	(4,042,468)	(2,222,497)
Income(loss) from discontinued operations	386,237	(694,952)	29,144	(2,788,949)
NET INCOME (LOSS)	(1,905,567)	(863,618)	(4,013,324)	(5,011,446)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (1,905,567)	$ (863,618)	$ (4,013,324)	$ (5,011,446)
Earning per share from continuing operations
Basic	$ (0.02)	$ (0.00)	$ (0.04)	$ (0.04)
Diluted	(0.02)	(0.00)	(0.04)	(0.04)
Earning per share from discontinued operations
Basic	0.00	(0.01)	0.00	(0.05)
Diluted	0.00	(0.01)	0.00	(0.05)
Earning per share
Basic	(0.02)	(0.01)	(0.04)	(0.08)
Diluted	$ (0.02)	$ (0.01)	$ (0.04)	$ (0.08)
Weighted average common shares outstanding - basic and diluted	123,496,143	62,490,798	105,383,791	61,459,631

XML

Condensed Consolidated Statement of Stockholders' Deficit - USD ($)	Common Stock	Preferred Stock	Series A Convertible Preferred stock	Series B Convertible Preferred Stock	Series C Convertible Preferred Stock	Common Stock to be Issued	Additional Paid-in Capital	Retained Earnings	Total
Common stock issued against common stock to be issued, Value	$ 0	$ 0	$ 0	$ 0	$ 0	$ 7,500	$ 0	$ 0	$ 7,500
Common stock issued against common stock to be issued, Shares	0	0	0	0	0
Stock based compensation - stock options, Value	$ 0	$ 0	$ 0	$ 0	$ 0	0	1,137,500	0	1,137,500
Common stock issued under registration statement on Form S-3, Value	$ 125	$ 0	$ 0	$ 0	$ 0	0	1,592,687	0	1,592,812
Common stock issued under registration statement on Form S-3, Shares	1,250,000	0	0	0	0
Common stock issued per stock purchase agreement, Value	$ 24	$ 0	$ 0	$ 0	$ 0	0	399,976	0	400,000
Common stock issued per stock purchase agreement, Shares	239,521	0	0	0	0
Shares Outstanding, Starting at Dec. 31, 2018	59,582,890	0	0	500,000	500,000
Equity Balance, Starting at Dec. 31, 2018	$ 5,958	$ 0	$ 0	$ 50	$ 50	41,000	22,863,608	(28,992,485)	(6,081,819)
Net Income (Loss)	$ 0	$ 0	$ 0	$ 0	$ 0	0	0	(2,342,677)	(2,342,677)
Shares Outstanding, Ending at Mar. 31, 2019	61,072,411	0	0	500,000	500,000
Equity Balance, Ending at Mar. 31, 2019	$ 6,107	$ 0	$ 0	$ 50	$ 50	48,500	25,993,771	(31,335,162)	(5,286,684)
Common stock issued against common stock to be issued, Value	$ 2	$ 0	$ 0	$ 0	$ 0	(48,500)	48,498	0	0
Common stock issued against common stock to be issued, Shares	19,668	0	0	0	0
Common stock issued under registration statement on Form S-3, Value	$ 75	$ 0	$ 0	$ 0	$ 0	0	695,926	0	696,001
Common stock issued under registration statement on Form S-3, Shares	750,000	0	0	0	0
Common stock to be issued for consulting services, Value	$ 0	$ 0	$ 0	$ 0	$ 0	7,500	0	0	7,500
Common stock to be issued for consulting services, Shares	0	0	0	0	0
Gain on settlement of liabilities transferred to capital	$ 0	$ 0	$ 0	$ 0	$ 0	0	0	0	0
Fair value of stock options	0	0	0	0	0	0	227,500	0	227,500
Net Income (Loss)	$ 0	$ 0	$ 0	$ 0	$ 0	0	0	(1,805,150)	(1,805,150)
Shares Outstanding, Ending at Jun. 30, 2019	61,842,079	0	0	500,000	500,000
Equity Balance, Ending at Jun. 30, 2019	$ 6,184	$ 0	$ 0	$ 50	$ 50	7,500	26,965,695	(33,140,312)	(6,160,833)
Common stock issued against common stock to be issued, Value	$ 1	$ 0	$ 0	$ 0	$ 0	(7,500)	7,499	0	0
Common stock issued against common stock to be issued, Shares	6,055	0	0	0	0
Common stock issued under registration statement on Form S-3, Value	$ 25	$ 0	$ 0	$ 0	$ 0	0	111,788	0	111,813
Common stock issued under registration statement on Form S-3, Shares	250,000	0	0	0	0
Common stock to be issued for consulting services, Value	$ 0	$ 0	$ 0	$ 0	$ 0	7,500	0	0	7,500
Common stock to be issued for consulting services, Shares	0	0	0	0	0
Common stock issued per stock purchase agreement, Value	$ 69	$ 0	$ 0	$ 0	$ 0	0	499,931	0	500,000
Common stock issued per stock purchase agreement, Shares	687,285	0	0	0	0
Fair value of stock options, Value	$ 0	$ 0	$ 0	$ 0	$ 0	0	227,500	0	227,500
Fair value of stock options, Shares	0	0	0	0	0
Net Income (Loss)	$ 0	$ 0	$ 0	$ 0	$ 0	0	0	(863,618)	(863,618)
Shares Outstanding, Ending at Sep. 30, 2019	62,785,419	0	0	500,000	500,000
Equity Balance, Ending at Sep. 30, 2019	$ 6,279	$ 0	$ 0	$ 50	$ 50	7,500	27,812,413	(34,003,930)	(6,177,638)
Common stock issued against common stock to be issued, Value	$ 25	$ 0	$ 0	$ 0	$ 0	(50,000)	49,975	0	0
Common stock issued against common stock to be issued, Shares	250,000	0	0	0	0
Common stock issued under registration statement on Form S-3, Value	$ 355	$ 0	$ 0	$ 0	$ 0	0	962,145	0	962,500
Common stock issued under registration statement on Form S-3, Shares	3,541,667	0	0	0	0
Common stock to be issued for consulting services, Value	$ 66	$ 0	$ 0	$ 0	$ 0	0	287,434	0	287,500
Common stock to be issued for consulting services, Shares	662,839	0	0	0	0
Shares Outstanding, Starting at Dec. 31, 2019	64,854,539	0	0	500,000	500,000
Equity Balance, Starting at Dec. 31, 2019	$ 6,485	$ 0	$ 0	$ 50	$ 50	50,000	28,623,060	(35,440,042)	(6,760,397)
Subscription price adjustment, Value	0	0	0	0	0	0	(518,948)	0	(518,948)
Beneficial conversion of 190K convertible note, Value	$ 0	$ 0	$ 0	$ 0	$ 0	0	190,000	0	190,000
Beneficial conversion of 190K convertible note, Shares	0	0	0	0	0
Common stock issued for acquisition, Value	$ 5,400	$ 0	$ 0	$ 0	$ 0	0	7,500,600	0	7,506,000
Common stock issued for acquisition, Shares	54,000,000	0	0	0	0
Net Income (Loss)	$ 0	$ 0	$ 0	$ 0	$ 0	0	0	(2,028,367)	(2,028,367)
Shares Outstanding, Ending at Mar. 31, 2020	123,309,045	0	0	500,000	500,000
Equity Balance, Ending at Mar. 31, 2020	$ 12,331	$ 0	$ 0	$ 50	$ 50	0	37,094,266	(37,468,409)	(361,712)
Common stock issued under registration statement on Form S-3, Value	$ 395	$ 0	$ 0	$ 0	$ 0	0	547,605	0	548,000
Common stock issued under registration statement on Form S-3, Shares	3,953,125	0	0	0	0
Subscription price adjustment, Value	$ 0	$ 0	$ 0	$ 0	$ 0	0	(90,887)	0	(90,887)
Common stock issued for acquisition, Value	$ 397	$ 0	$ 0	$ 0	$ 0	0	699,603	0	700,000
Common stock issued for acquisition, Shares	3,975,383	0	0	0	0
Common stock to be issued	$ 0	$ 0	$ 0	$ 0	$ 0	135,000	0	0	135,000
Common stock issued for severance, Value	$ 48	$ 0	$ 0	$ 0	$ 0	0	149,952	0	150,000
Common stock issued for severance, Shares	477,025	0	0	0	0
Series B preferred stock retirement, Value	$ 0	$ 0	$ 0	$ (50)	$ 0	0	0	0	(50)
Series B preferred stock retirement, Shares	0	0	0	(500,000)	0
Retired common stock, Value	$ (1,857)	$ 0	$ 0	$ 0	$ 0	0	0	0	(1,857)
Retired common stock, Shares	(18,570,356)	0	0	0	0
Net Income (Loss)	$ 0	$ 0	$ 0	$ 0	$ 0	0	0	(79,389)	(79,389)
Shares Outstanding, Ending at Jun. 30, 2020	113,144,222	0	0	0	500,000
Equity Balance, Ending at Jun. 30, 2020	$ 11,314	$ 0	$ 0	$ 0	$ 50	135,000	38,400,539	(37,547,798)	999,105
Stock based compensation - stock options, Value	0	0	0	0	0	0	414,839	0	414,839
Common stock to be issued for consulting services, Value	$ 77	$ 0	$ 0	$ 0	$ 0	0	378,613	0	378,690
Common stock to be issued for consulting services, Shares	773,943	0	0	0	0
Common stock issued for acquisition, Value	$ 582	$ 0	$ 0	$ 0	$ 0	0	1,098,048	0	1,098,630
Common stock issued for acquisition, Shares	5,822,576	0	0	0	0
Common stock issued for severance, Value	$ 32	$ 0	$ 0	$ 0	$ 0	0	254,968	0	255,000
Common stock issued for severance, Shares	314,852	0	0	0	0
Convertible note converted to common stock, Value	$ 514	$ 0	$ 0	$ 0	$ 0	0	50,900	0	51,414
Convertible note converted to common stock, Shares	5,141,377	0	0	0	0
Loss on extinguishment of debt, Value	$ 0	$ 0	$ 0	$ 0	$ 0	0	823,497	0	823,497
Loss on extinguishment of debt, Shares	0	0	0	0	0
Loss on conversion of convertible note, Value	$ 0	$ 0	$ 0	$ 0	$ 0	0	171,889	0	171,889
Loss on conversion of convertible note, Shares	0	0	0	0	0
Net Income (Loss)	$ 0	$ 0	$ 0	$ 0	$ 0	0	0	(1,905,567)	(1,905,567)
Shares Outstanding, Ending at Sep. 30, 2020	125,196,970	0	0	0	500,000
Equity Balance, Ending at Sep. 30, 2020	$ 12,519	$ 0	$ 0	$ 0	$ 50	$ 135,000	$ 41,593,293	$ (39,453,365)	$ 2,287,497

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Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (4,013,324)	$ (5,011,446)
Income(loss) from discontinued operations	29,144	(2,788,949)
Loss from continuing operations	(4,042,468)	(2,222,497)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation	10,496	2,517
Stock based compensation	779,029	1,615,000
Amortization of prepaid expenses	146,583	79,299
Amortization of note discount	63,745	56,195
Loss on extinguishment/conversion of debt	923,604	0
Marketable Securities, Unrealized Gain (Loss)	104,705	(273,720)
Marketable Securities, Realized Gain (Loss)	109,040	(190,460)
Non-cash revenue	0	(57,400)
Changes in operating assets & liabilities:
Increase (decrease) in interest receivable	(419)	0
Increase (decrease) in prepaid expenses	0	(44,622)
Increase in prepaid insurance	(94,779)	(107,504)
Increase in due to First Insurance Funding	8,618	34,613
Increase (decrease) in accounts payable and accrued expenses	234,364	81,810
Investment in Joint Venture	0	(27,490)
Increase (decrease) in security deposits	(255)	6,816
Net cash provided by (used in) operating activities from continuing operations	(1,757,737)	(1,047,442)
Net cash provided by (used in) operating activities from discontinued operations	(834,429)	(2,582,469)
Net cash provided by (used in) operating activities	(2,592,166)	(3,629,911)
CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from Sales of Marketable Securities	0	177,493
Cash acquired in acquisition	79,814	0
Increase in property and equipment	(86,169)	0
Net cash provided by (used in) investing activities from continuing operations	(6,355)	177,493
Net cash provided by (used in) investing activities from discontinued operations	0	0
Net cash provided by (used in) investing activities	(6,355)	177,493
CASH FLOW FROM FINANCING ACTIVITIES:
Repayment of convertible notes	0	(7,500)
Common stock issued under registration statement on Form S-3	1,510,500	2,400,624
Common stock issued under SPA	1,798,630	500,000
Net cash provided by (used in) continuing financing activities	3,309,130	2,893,124
Net cash provided by (used in) discontinued financing activities	(65,000)	(78,916)
Net cash provided by (used in) financing activities	3,244,130	2,814,208
Net increase (decrease) in cash and cash equivalents	645,609	(638,210)
Comprehensive income (loss)	0	0
Cash and cash equivalents at beginning of period	511,630	1,805,627
Cash and cash equivalents at end of period	1,157,239	1,167,417
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest	0	60,278
Income taxes - net of tax refund	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued against common stock to be issued	50,000	56,000
Account receivable against conversion of debt and interest	75,074	89,568
Common stock issued against CS subscription	0	400,000
Shares issued for acquisition of Sapphire Biotechnology	7,506,000	0
Deferred tax liability accounted for as a result of Sapphire Biotech Acquisition	2,340,000	0
Assets acquired and liability assumed as a result of Sapphire Biotech Acquisition	525,365	0
BCF related to discount on conversion	190,000	0
Common stock issued for note receivable	135,000	0
Adoption of lease obligation and ROU asset	164,910	0
Shares issued for severance payments	405,000	0
Common stock retired	1,857	0
Common stock issued for services recorded as prepaid expense	302,000	0
Convertible note issued against subscription price adjustment	609,835	0
Convertible note converted to common stock	51,414	0
Assets acquired a as a result of Sapphire Biotech Acquisition	$ 33,319	$ 0

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NOTE 1: ORGANIZATION

9 Months Ended

Sep. 30, 2020

Notes

NOTE 1: ORGANIZATION

NOTE 1: ORGANIZATION

Axim Biotechnologies, Ind., (the “Company”) was originally incorporated in Nevada on November 18, 2010, as Axim International Inc. On July 24, 2014, the Company changed its name to AXIM Biotechnologies, Inc. to better reflect its business operations. The Company’s principal executive office is located at 45 Rockefeller Plaza 20th Floor, Suite 83, New York, NY 10111. On August 7, 2014, the Company formed a wholly owned Nevada subsidiary named Axim Holdings, Inc. This subsidiary will be used to help facilitate the anticipated activities planned by the Company. On May 11, 2015 the Company acquired a 100% interest in Can Chew License Company a Nevada incorporated licensing Company, through the exchange of 5,826,706 shares of its common stock.

On March 17, 2020, the Company acquired Sapphire Biotech, Inc., (“Sapphire’) which is research and Development Company that has a mission to improve global cancer care through the development of proprietary therapeutics for inhibiting cancer growth and metastasis. Sapphire is also developing a line of novel diagnostics for early cancer detection, response to treatment, and recurrence monitoring.

Additionally, with the onset of the COVID-19 pandemic, the Company decided to begin creating COVID-19 rapid diagnostic tools, including multiple first-in-class COVID-19 neutralizing antibody tests and other innovations.

Sapphire’s operations are located in the Greater San Diego Area.

Company Developments – Divesture of Cannabis Related Assets

On May 6, 2020 (the “Effective Date”), AXIM Biotechnologies, Inc., a Nevada corporation (the “Company”), entered into an Agreement (the “Separation Agreement”) by and among the Company, CanChew License Company (“CanCo”), CanChew Biotechnologies, LLC (“CanChew”), Medical Marijuana, Inc., Dr. George A. Anastassov (“Dr. Anastassov”), Dr. Philip A. Van Damme (“Dr. Van Damme”), Lekhram Changoer (“Mr. Changoer”), Sanammad Foundation, Netherlands and Sanammad Foundation, US (collectively, the “Sanammad Parties”), pursuant to which, among other matters as described herein, Drs. Anastassov and Van Damme and Mr. Changoer resigned as members of the Company’s Board of Directors.

Pursuant to the Separation Agreement, the Company transferred and assigned to an entity designated by Dr. Anastassov all of the Company’s cannabis-related intellectual property other than the inventions and discoveries described in that certain cannabis-related patent application filed by the Company’s wholly-owned subsidiary, Sapphire Biotech, Inc. (water-soluble cannabinoid molecules). The Company also transferred 100% of its interest in CanCo and CanChew to an entity designated by Dr. Anastassov. In consideration for the transfers set forth above, any and all indebtedness owed by the Company to CanChew, totaling approximately $2.61 million, was satisfied and paid in its entirety.

In addition, in consideration for the payment by the Company of $65,000, the Company purchased 100% of the issued and outstanding shares of Series B Preferred Stock held by the Sanammad Parties. Such shares shall be retired to treasury of the Company. The Sanammad Parties also agreed to forfeit and assign back to treasury, for no consideration, a total of 18,570,356 shares of the Company’s common stock.

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NOTE 2: ACQUISITION OF SAPPHIRE BIOTECH, INC.

9 Months Ended

Sep. 30, 2020

Notes

NOTE 2: ACQUISITION OF SAPPHIRE BIOTECH, INC.

NOTE 2: ACQUISITION OF SAPPHIRE BIOTECH, INC.

On March 17, 2020, the Company entered into a Share Exchange Agreement (“Agreement”) with Sapphire Biotech, Inc., a Delaware corporation (“Sapphire”) and all of the Sapphire stockholders (collectively, the “Sapphire Stockholders”). Following the closing of the transaction, Sapphire will become a wholly owned subsidiary of AXIM.

Under the terms of the Agreement, the Company: (i) acquired 100% of Sapphire’s outstanding capital (consisting of 100,000,000 shares of common stock and zero (0) shares of Preferred Stock); and (ii) assume all of the outstanding debt of Sapphire. The outstanding debt includes two (2) convertible notes in the principal amounts of $310,000 and $190,000. Pursuant to the terms of the Share Exchange Agreement, the Company acquired 100% of the issued and outstanding shares of Sapphire by means of a share exchange with the Sapphire Stockholders in exchange for 54,000,000 newly issued shares of the common stock of AXIM (the “Share Exchange”). As a result of the Share Exchange, Sapphire became a 100% owned subsidiary of AXIM, which on a going forward basis will result in consolidated financial reporting by AXIM to include the results of Sapphire. The closing of the Share Exchange occurred concurrently with entry into the Share Exchange Agreement (the “Closing”).

In March 2020, the Company acquired SAPPHIRE BIOTECH, Inc., a biotechnology company focusing on improving cancer care through the development of proprietary therapeutics for inhibiting cancer growth and metastasis. The Company issued 54,000,000 shares of common stock with a total fair value of $7,506,000 and assumed net liabilities of $412.233 (resulting in a total acquisition cost of $7,918,233), in exchange for all outstanding shares of SAPPHIRE BIOTECH, Inc. The Company accounted for the acquisition using the acquisition method of accounting for business combinations. On the acquisition date, the Company performed a preliminary allocation of the purchase price to include the tangible assets acquired and the liabilities assumed with the remainder of the purchase price allocated to patents pending approval, in-process research and development (IPR&D) and goodwill. The Company incurred $6,000 of acquisition-related costs, which will be recorded as expense after the evaluation work been completed. In addition, the Company recorded an estimated deferred tax liability on the assets acquired, except for goodwill for which deferred taxes are not applicable.

The Company completed the valuation of the intangible assets acquired in the SAPPHIRE BIOTECH, Inc. transaction by September 2020. Pursuant to the valuation, the Company determined that the patents continue to be expanded and chose to subsume the patents within the IPR&D balance. In management’s judgment, the amount assigned to IPR&D represents the amount the Company would reasonably expect to pay an unrelated party for each project included in the technology. Based on the final valuation, the remaining excess purchase price has been allocated to goodwill.

The aggregate purchase price of $7,918,233 consisted of common stock valued at $7,506,000 and the net liabilities assumed of $412,233. The value of the $7,506,000 of common shares issued was determined based on the closing price of the Company’s common shares at the acquisition date.

The following table summarizes the consideration paid for SAPPHIRE BIOTECH and the estimated amounts of the assets acquired and liabilities assumed recognized at the acquisition date.

Consideration:
Cash and cash equivalents	$	79,814
Property and equipment, net		20,533
In process R&D		7,800,000
Goodwill		2,458,233
Security deposit		12,785
Total asset acquired	$	10,371,365
Accrued expenses and other current liabilities	$	5,767
Deferred taxes liability		2,340,000
Notes Payable including convertible and discount on conversion		519,598
Total liabilities assumed	$	2,865,365
Net assets acquired	$	7,506,000

Of the $7,918,233, assets were recorded in the amount of $113,133 and liabilities were assumed of $525,365, $7,800,000 was assigned to IPR&D and $118,232 was allocated to goodwill. The IPR&D and goodwill assets are not subject to amortization, and $2,340,000 was calculated as the deferred tax liability on the assets acquired, which amount was included in goodwill at the date of acquisition in accordance with accounting requirements..

The $2,458,233 of goodwill is not expected to be deductible for tax purposes.

The effective settlement of receivable/payable between the Company and Sapphire deemed to be not material, which was recorded as gain on intercompany transaction in statement of operations.

Disclosure of Pro Forma Information

The following (unaudited) pro forma consolidated results of operations have been prepared as if the acquisition of SAPPHIRE BIOTECH, Inc. had occurred at January 1, 2019:

For nine months ended		September 30, 2020		September 30, 2019
Revenues	$	-	$	-
Net loss from continuing operations	$	(4,468,786)	$	(2,387,985)
Net income (loss) from discontinued operations	$	29,144	$	(2,788,949)
Net loss per share—Basic and Diluted	$	(0.04)	$	(0.04)
For three months ended		September 30, 2020		September 30, 2019
Revenues	$	-	$	-
Net loss from continuing operations	$	(2,291,804)	$	(221,284)
Net income (loss) from discontinued operations	$	386,237	$	(694,952)
Net loss per share— Basic and Diluted	$	(0.02)	$	(0.01)

The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time, nor is it intended to be a projection of future results. During the three and nine months ended September 30, 2020 Sapphire had no revenue transactions.

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NOTE 3: BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2020

Notes

NOTE 3: BASIS OF PRESENTATION:

NOTE 3: BASIS OF PRESENTATION:

The unaudited condensed consolidated financial statements of AXIM Biotechnologies, Inc. (formerly Axim International, Inc.) as of September 30, 2020, and for the three and nine months period ended September 30, 2020 and 2019 have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”).

The following (a) balance sheets as of September 30, 2020 (unaudited) and December 31, 2019, which have been derived from audited financial statements, and (b) the unaudited interim statements of operations and cash flows of AXIM Biotechnologies, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of results that may be expected for the year ending December 31, 2020. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on May 14, 2020.

Principles of Consolidation

The consolidated financial statements include the accounts of Axim Biotechnologies, Inc. and its wholly owned subsidiaries Axim Holdings, Inc., Marina Street LLC, Axim Biotechnologies, Inc. (the Netherland Company) and Sapphire Biotech, Inc. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation.

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NOTE 4: GOING CONCERN

9 Months Ended

Sep. 30, 2020

Notes

NOTE 4: GOING CONCERN

NOTE 4: GOING CONCERN

The Company’s condensed consolidated financial statements have been presented assuming that the Company will continue as a going concern. The Company has incurred significant losses and negative cash flows from operations in all periods since inception and had an accumulated deficit as of September 30, 2020. The Company has historically financed its operations primarily through the sale of common stock, promissory notes and convertible notes. To date, none of the Company’s products related to continuing operations are still in the product development phase. Management expects operating losses to continue and increase for the foreseeable future, as the Company progresses into clinical development activities for its lead product candidates. The Company’s prospects are subject to risks, expenses and uncertainties frequently encountered by companies in the biotechnology industry. As shown in the condensed consolidated financial statements, the Company has working capital of $15,863 and has an accumulated deficit of $39,453,365 and has cash used in operating activities of continuing operations $1,757,737 and discontinued operations of $834,429. The Company intends to raise substantial additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. That will raise a doubt about the ability of the Company to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2020

Notes

NOTE 5: SIGNIFICANT ACCOUNTING POLICIES

NOTE 5: SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenue and expenses during reporting periods. Actual results could differ from these estimates. Significant estimates are assumptions about collection of accounts receivable, intangible assets, useful life of intangible assets, determination of the discount rate for operating leases and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate.

Risks and uncertainties

The Company operates in a dynamic and highly competitive industry and is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, contract manufacturer and contract research organizations, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows; ability to obtain future financing; advances and trends in new technologies and industry standards; results of clinical trials; regulatory approval and market acceptance of the Company’s products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth.

Products developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that the products will receive the necessary approvals, or that any approved products will be commercially viable. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval, it could have a materially adverse impact on the Company. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties.

Beginning in late 2019, the outbreak of a novel strain of virus named SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), or coronavirus, which causes coronavirus disease 2019, or COVID-19, has evolved into a global pandemic. The extent of the impact of the coronavirus outbreak on the Company’s business will depend on certain developments, including the duration and spread of the outbreak and the extent and severity of the impact on the Company’s clinical trial activities, research activities and suppliers, all of which are uncertain and cannot be predicted. At this point, the extent to which the coronavirus outbreak may materially impact the Company’s financial condition, liquidity or results of operations is uncertain. The Company has expended and will continue to expend substantial funds to complete the research, development and clinical testing of product candidates. The Company also will be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution of products that receive regulatory approval. The Company may require additional funds to commercialize its products. The Company is unable to entirely fund these efforts with its current financial resources. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development programs which would materially and adversely affect its business, financial condition and operations.

There have been no material changes in the accounting policies from those disclosed in the financial statements and the related notes included in the Form 10-K.

Cash equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of September 30, 2020 and December 31, 2019, the Company had no cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company had no uninsured balances at September 30, 2020 and December 31, 2019. The Company has never experienced any losses related to these balances.

Accounts Receivable

It is the Company’s policy to review accounts receivable at least on monthly basis for conductibility and follow up with customers accordingly. Covid19 has slowed collection as our customers are in a mandated pause. The Company does not have geographic concentration of customers. Accounts receivable were all generated from discontinued operations for the three and nine-months ending September 30, 2020 and 2019.

Concentrations

At September 30, 2020 and December 31, 2019, one customer and two customers accounted for 100% and 100% of accounts receivable, respectively. For the nine months period ended September 30, 2020, one customer accounted for 21% of total revenue. For the nine months period ended September 30, 2019, three customers accounted for 83% of total revenue. Accounts receivable and revenue were all generated from discontinued operations for the three and nine-months ending September 30, 2020 and 2019.

Inventory

Inventory consists of finished goods available for sale and raw materials owned by the Company and are stated at the lower of cost or market. As of September 30, 2020 and December 31, 2019, the Company had $-0- and $175,304 of finished goods and $-0- and $312,511 of raw materials; respectively. All inventory was related to discontinued operations for the three and nine-months ending September 30, 2020 and 2019.

Property and equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using straight-line method over the estimated useful life. New assets and expenditures that extend the useful life of property or equipment are capitalized and depreciated. Expenditures for ordinary repairs and maintenance are charged to operations as incurred. The Company’s property and equipment relating to continuing operations consisted of the following at September 30, 2020 and December 31, 2019, respectively, and none related to discontinued operations.

		September 30, 2020		December 31, 2019
Equipment of continuing operations	$	123,632	$	16,780
Less: accumulated depreciation	$	25,188	$	14,543
	$	98,444	$	2,237

Intangible Assets

As required by generally accepted accounting principles, trademarks and patents are amortized if they have a definite life, and not amortized if they have an indefinite life and then they are tested annually for impairment. The Company’s intangible assets relating to continuing operations and discontinued operations consisted of the following at September 30, 2020 and December 31, 2019, respectively.

		September 30, 2020		December 31, 2019
Goodwill	$	2,458,233	$	-
Research in progress	$	7,800,000	$	-
	$	10,258,233	$	-
Intangible assets of discontinued operations	$	-	$	715,432
Less: accumulated amortization and impairment	$	-	$	664,898
	$	-	$	50,534

Revenue Recognition

The Company follows the guidance contained in Topic 606 (FASB ASC 606). The core principle of Topic 606 (FASB ASC 606) is that an entity should recognize revenue to depict the transfer of goods of services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revenue recognition guidance contained in Topic 606, to follow the five-step revenue recognition model along with other guidance impacted by this standard: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transportation price; (4) allocate the transportation price; (5) recognize revenue when or as the entity satisfies a performance obligation. All revenue was from operations that were divested.

Revenues are recognized when title for goods is transferred; non-refundable fees and proceeds from irrevocable agreements recognized when inflows or other enhancements of assets of the Company are received.

Revenues from continuing operations recognized for three and nine months ended September 30, 2020 and 2019 amounted to $-0-, $-0-, $-0- and $-0-, respectively. Revenues from discontinued operations recognized for three and nine months ended September 30, 2020 and 2019 amounted to $-0-, $345,612, $7,990 and $455,761, respectively.

Cost of Sales

Cost of sales includes the purchase cost of products sold and all costs associated with getting the products to the customers including buying and transportation costs. Cost of sales all related to discontinued operations.

Shipping Costs

Shipping and handling costs billed to customers are recorded in sales. Shipping costs incurred by the company are recorded in general and administrative expenses. Shipping costs all related to discontinued operations.

Fair Value Measurements

The Company applies the guidance that is codified under ASC 820-10 related to assets and liabilities recognized or disclosed in the financial statements at fair value on a recurring basis. ASC 820-10 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The provisions of ASC 820-10 only apply to the Company’s investment securities, which are carried at fair value.

ASC 820-10 clarifies that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820-10 requires valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Fair Value Hierarchy	Inputs to Fair Value Methodology
Level 1	Quoted prices in active markets for identical assets or liabilities
Level 2	Quoted prices for similar assets or liabilities; quoted markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the financial instrument; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from, or corroborated by, observable market information
Level 3	Pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption is unobservable or when the estimation of fair value requires significant management judgment

The Company categorizes a financial instrument in the fair value hierarchy based on the lowest level of input that is significant to its fair value measurement.

	As of September 30, 2020
	Quoted Market Prices in Active Markets (Level 1)	Internal Models with Significant Observable Market Parameters (Level 2)	Internal Models with Significant Unobservable Market Parameters (Level 3)	Total Fair ValueReported in Financial Statements
Marketable Securities	$-	$ -	$ -	$-

	As of December 31, 2019
	Quoted Market Prices in Active Markets (Level 1)	Internal Models with Significant Observable Market Parameters (Level 2)	Internal Models with Significant Unobservable Market Parameters (Level 3)	Total Fair Value Reported in Financial Statements
Marketable Securities	$213,745	$ -	$ -	$213,745

The Company recorded a change in FMV of trading securities as unrealized gain (loss) and realized gain (loss) of $-0-, $-0-, $135,320 and $190,460 for the three months ended September 30, 2020 and 2019, respectively. The Company recorded a change in FMV of trading securities as unrealized gain (loss) and realized gain (loss) of $(104,705), $(109,040), $273,720 and $190,460 for the nine months ended September 30, 2020 and 2019, respectively. These securities are classified as trading.

The Company did not have any Level 2 or Level 3 assets or liabilities as of September 30, 2020 and December 31, 2019. There were no financial liabilities measured and recognized at fair value as of September 30, 2020 and December 31, 2019.

Cash as of September 30, 2020 and December 31, 2019 is classified as Level 1 within our fair value hierarchy.

Income Taxes

The Company did not record a federal or state income tax provision or benefit for the three and nine months ended September 30, 2020 and 2019 as it has incurred net losses since inception. In addition, the net deferred tax assets generated from net operating losses are fully offset by a valuation allowance as the Company believes it is not more likely than not that the benefit will be realized.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law and GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date. The CARES Act includes changes to the tax provisions that benefits business entities, and makes certain technical corrections to the 2017 Tax Cuts and Jobs Act. The tax relief measures for businesses in the CARES Act include a five-year net operating loss carryback for certain net operating losses, suspension of the annual deduction limitation of 80% of taxable income for certain net operating losses, changes in the deductibility of interest, acceleration of alternative minimum tax credit refunds, payroll tax relief, and a technical correction to allow accelerated deductions for qualified improvement property. The CARES Act also provides other non-tax benefits to assist those impacted by the pandemic. The Company evaluated the impact of the CARES Act and determined that there is no material impact to the income tax provision for the quarter.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. The Company had $240,769 and $0 allowance for doubtful accounts at September 30, 2020 and December 31, 2019, respectively and had $240,769 accounts receivable at September 30, 2020 and $315,843 at December 31, 2019, all was related to discontinued operations.

Net Loss per Common Share

Net loss per common share is computed pursuant to section 260-10-45 Earnings Per Share (“ASC 260-10”) of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding and the member potentially outstanding during each period. In periods when a net loss is experienced, only basic net loss per share is calculated because to do otherwise would be anti-dilutive.

There were 32,341,979 common share equivalents at September 30, 2020 and 16,295,498 common shares at December 31, 2019. For the three and nine months ended September 30, 2020 and 2019 these potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share.

Stock Based Compensation

All stock-based payments to employees and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period. Stock-based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are non-forfeitable the measurement date is the date the award is issued. The Company accounts for stock options issued to non-employees based on the estimated fair value of the awards using the Black-Scholes option pricing model in accordance with ASC 505-50, Equity-Based Payment to Non-employees. Stock-based compensation expense related to stock options granted to non-employees is recognized as the stock options vest. The Company believes that the fair value of the stock options is more reliably measurable than the fair value of the services received. Stock options granted to non-employees are recorded at their fair value on the measurement date and are subject to periodic adjustments as such options vest and at the end of each reporting period, and the resulting change in value, if any, is recognized in the Company’s statements of operations and comprehensive loss during the period the related services are rendered.

Research and Development

The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the three and nine months ended September 30, 2020 and 2019 The Company incurred research and development expenses of $109,139, $-0-, $235,431 and $-0- from continuing operations, respectively. For the three and nine months ended September 30, 2020 and 2019 the Company incurred research and development expenses of $(400,417), $426,665, $415,907 and $1,950,981 from discontinued operations, respectively. The negative research and development from discontinued operation was due to an amount of Euro 423,798 to be credited against the invoices which already have been recorded. The Company has entered into various agreements with CROs. The Company’s research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in accrued liabilities on the balance sheet. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to CROs under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered.

Recently Issued Accounting Standards

In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842) Codification Improvements, which provides clarification on implementation issues associated with adopting ASU 2016-02. The implementation issues noted in ASU 2019-01 include determining the fair value of the underlying asset by lessors that are not manufacturers or dealers, presentation on the statement of cash flows for sales-type and direct financing leases, and transition disclosures related to Topic 250, Accounting Changes and Error Corrections. We will apply the guidance, if applicable, as of January 1, 2019, the date we adopted ASU 2016-02. Refer to the discussion of ASU 2016-02 below for the impact on our financial position, results of operations, cash flows, or presentation thereof. In February 2016, FASB issued an update 2016-02 and created Topic 842, Leases. Topic 842 effects any entity that enters into a lease arrangement with another person. The guidance in this update supersedes Topic 840. The main difference between previous GAAP and Topic 842 is the recognition of accounting policies for leases classified as operating leases under previous GAAP. The amendments in this update for public business entities that file with the Securities and Exchange Commission are effective for fiscal years beginning after Dec. 15, 2018 and the interim periods within that year with early application permitted for all entities. The Company adopted the lease accounting model as described in Topic 842 for the fiscal year begins on January 1, 2019 and it had no impact on date of adoptions

The Company has a long-term operating lease, and the long-term operating lease took effect in April 2020 (see note 18).

In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 818): Clarifying the Interaction Between Topic 808 and Topic 606, which clarifies when transactions between participants in a collaborative arrangement are within the scope of the FASB’s revenue standard, Topic 606. The standard is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. We adopted this standard on its effective date of January 1, 2020. The adoption of this ASU did not have a material impact on our consolidated financial position, results of operations, cash flows, or presentation thereof. See Note X for more information related to the Company’s lease obligations.

In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities, that changes the guidance for determining whether a decision-making fee paid to a decision makers and service providers are variable interests. The guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. We adopted this standard on its effective date of January 1, 2020. The adoption of this ASU did not have a material impact on our consolidated financial position, results of operations, cash flows, or presentation thereof.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. We adopted this standard on its effective date of January 1, 2020. The adoption of this ASU did not have a material impact on our consolidated financial position, results of operations, cash flows, or presentation thereof.

Other recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

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NOTE 6: PREPAID EXPENSES

9 Months Ended

Sep. 30, 2020

Notes

NOTE 6: PREPAID EXPENSES

NOTE 6: PREPAID EXPENSES

Prepaid expenses consist of the following as of September 30, 2020 and December 31, 2019:

		September 30, 2020		December 31, 2019
Prepaid insurance	$	71,040	$	67,734
Prepaid software/services		256,762		9,872
	$	327,802	$	77,606

For the three and nine months ended September 30, 2020 and 2019, the Company recognized amortization of prepaid expense of $78,503, $29,105, $146,583 and $79,299, respectively.

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NOTE 7: MARKETABLE SECURITIES

9 Months Ended

Sep. 30, 2020

Notes

NOTE 7: MARKETABLE SECURITIES

NOTE 7: MARKETABLE SECURITIES

As of December 31, 2019 the Company had marketable securities, 4,925,000 fully paid ordinary unrestricted shares in Impression Healthcare Limited (Australian Company), traded on Australian Security Exchange by the code IHL. The Company categorize these securities as trading securities and report them at fair value, with unrealized gains and losses included in earnings. On December 31, 2019 the stock price was A$ 0.062 per share as quoted on asx.com.au and exchange rate of $0.7 AUD/USD as quoted on oanda.com and had FMV $213,745. On April 14, 2020 the Company entered into deed of settlement and release with Impression Healthcare Limited and transferred 4,925,000 held shares back to Impression Healthcare Limited by way of sale and purchase, with the total amount payable by Impression Healthcare Limited to Axim for completion of the sale and purchase and transfer being the aggregate amount of $1. During the three months ended September 30, 2020 and 2019, the Company recorded a change in FMV of trading securities as unrealized gain (loss) and realized gain (loss) of $-0-, $-0-, $135,320 and $190,460, respectively. During the nine months ended September 30, 2020 and 2019, the Company recorded a change in FMV of trading securities as unrealized gain (loss) and realized gain (loss) of $(104,705), $(109,040), $273,720 and $190,460, respectively.

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NOTE 8: INVESTMENT IN THIRD PARTY

9 Months Ended

Sep. 30, 2020

Notes

NOTE 8: INVESTMENT IN THIRD PARTY

NOTE 8: INVESTMENT IN THIRD PARTY

On June 11, 2019 the Company entered into an operating agreement as 1/3 member of KAM Industries, LLC, a Wyoming Limited Company. On June 18, 2019 KAM Industries LLC, entered into Joint Venture Agreement to receive a percentage of the industrial hemp harvest yield on a parcel of land in Wayne County, North Carolina owned by Farm Share, LLC with whom KAM contracted to purchase a percentage of the hemp harvest for the 2019 growing season. Once the hemp is harvested from the 2019 growing season the Company will get its 1/3 share at no additional cost. The agreement then expires unless renewed for 2020 with an additional payment. The Company paid $27,490 for 33.3% of KAM Industries, LLC and recorded $27,490 as current asset as of December 31, 2019. This investment is counted by using cost method of accounting. An officer in KAM Industries, LLC is the Company’s CEO.

As of September 30, 2020, Farm Share, LLC is in the middle of the processing of the entire 2019 crop. During the virus shut down the extraction laboratories were not considered essential, but they were back in business as of June 11, 2020.

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NOTE 9: PROMISSORY NOTE

9 Months Ended

Sep. 30, 2020

Notes

NOTE 9: PROMISSORY NOTE

NOTE 9: PROMISSORY NOTE

Related Party

On August 8, 2014 the Company entered into a Promissory Note Agreement with CanChew Biotechnologies, LLC (CCB), a related party (the owners of CCB also own a majority of the outstanding shares of the Company), under which it borrowed $1,000,000 to fund working capital. The original loan was a demand note bearing interest at the rate of 7% per annum, which amount, along with principal, was payable upon demand. The demand note was amended effective January 1, 2015 to reduce the annual interest rate to 3%. All other terms and conditions shall remain in full force and effect. The Company is in discussions to have the demand note modified or exchanged for a longer term, fixed maturity note.

On May 6, 2020 (the “Effective Date”), AXIM Biotechnologies, Inc., a Nevada corporation (the “Company”), entered into an Agreement (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company transferred 100% of its interest in CanCo and CanChew to an entity designated by Dr. Anastassov. In consideration for the transfers set forth above, any and all indebtedness owed by the Company to CanChew, totaling approximately $2.61 million, was satisfied and paid in its entirety.

For the three and nine months ended September 30, 2020 and 2019 the Company recognized interest expense of $-0-, $6,654, $9,076 and $19,746, respectively on this note all was related to discontinued operations.

Non-Related Party

On December 31, 2019, Sapphire Biotech, Inc. had entered into a Debt Exchange Agreement whereas the Company assumed three (3) loans totaling $128,375 of Debt owned by Sapphire Diagnostics, LLC which had an interest rate of 6% per annum. In the same Debt Exchange Agreement, the Company assumed four (4) additional loans made to the Company in 2019, which had an interest rate of 6% per annum. All seven (7) loans totaling $310,000, plus the aggregate interest accrued thereon of $14,218 making the face value of the new note $324,218. As of September 30, 2020, the principal and accrued interest balances were $324,218 and $14,643, respectively.

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NOTE 10: RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2020

Notes

NOTE 10: RELATED PARTY TRANSACTIONS

NOTE 10: RELATED PARTY TRANSACTIONS

The Company has received working capital advances from CanChew totaling $1,526,603 and $1,526,603 as of September 30, 2020 and December 31, 2019 respectively. The advances are payable on demand. The Company is in discussions to have the advances reduced to a longer term, fixed maturity note, all was related to discontinued operations.

The Company owes $5,000 to the chairman of the board of the Company for a working capital advance of $5,000 made in May of 2014, all was related to discontinued operations.

Under an agreement Mr. Changoer received on March 20, 2018 the Company issued 50,000 restrictive shares of its common stock and recorded $235,000 of compensation expenses in the accompanying consolidated financial statements to account for the issuance of the incentive shares. As of September 30, 2020 and December 31, 2019, the total outstanding balance was $60,000 and $23,696 respectively for consulting fees to Mr. Changoer, all was related to discontinued operations.

On September 25, 2018, the Company amended Independent Director Compensation agreement. Under the agreement in lieu of the share compensation due to independent director of the Company for his annual service ending May 23, Dr. Philip A. Van Damme shall receive cash compensation of $20,000. Started from August 1, 2019 the company has been paying monthly clinical trial fee of $5,000. As of September 30, 2020 and December 31, 2019, the total outstanding balance was $45,000 and $9,377 respectively, all was related to discontinued operations.

Effective January 1, 2019 the company entered into a thirty-months consulting agreement with the chairman of the board which pays a monthly consulting fee of $20,000. The company has also been paying a monthly bonus fee of $15,000; this additional fee is on a month to month basis at the discretion of management. As of September 30, 2020 and December 31, 2019, the total outstanding balance was $300,000 and $35,000 respectively for consulting fees, all was related to discontinued operations.

On May 6, 2020 (the “Effective Date”), AXIM Biotechnologies, Inc., a Nevada corporation (the “Company”), entered into an Agreement (the “Separation Agreement”) by and among the Company, CanChew License Company (“CanCo”), CanChew Biotechnologies, LLC (“CanChew”), Medical Marijuana, Inc., Dr. George A. Anastassov (“Dr. Anastassov”), Dr. Philip A. Van Damme (“Dr. Van Damme”), Lekhram Changoer (“Mr. Changoer”), Sanammad Foundation, Netherlands and Sanammad Foundation, US (collectively, the “Sanammad Parties”), pursuant to which, among other matters as described herein, Drs. Anastassov and Van Damme and Mr. Changoer resigned as members of the Company’s Board of Directors.

Pursuant to the Separation Agreement, the Company transferred and assigned to an entity designated by Dr. Anastassov all of the Company’s cannabis-related intellectual property other than the inventions and discoveries described in that certain cannabis-related patent application filed by the Company’s wholly-owned subsidiary, Sapphire Biotech, Inc. (water-soluble cannabinoid molecules). The Company also transferred 100% of its interest in CanCo and CanChew to an entity designated by Dr. Anastassov. In consideration for the transfers set forth above, any and all indebtedness owed by the Company to CanChew, totaling approximately $2.61 million, was satisfied and paid in its entirety.

In addition, in consideration for the payment by the Company of $65,000, the Company purchased 100% of the issued and outstanding shares of Series B Preferred Stock held by the Sanammad Parties. Such shares shall be retired to treasury of the Company. The Sanammad Parties also agreed to forfeit and assign back to treasury, for no consideration, a total of 18,570,356 shares of the Company’s common stock.

In addition, each of Drs. Anastassov and Van Damme and Mr. Changoer have agreed to subject the shares of the Company’s common stock held by each of them to lock-up and leak-out restrictions, as follows: they shall not sell shares for a period of 12 months following the Effective Date and, thereafter, subject to a daily volume limitation of 5%, on an aggregate basis among them.

Further, the Company terminated the Consulting Agreement of Dr. Anastassov and the Employment Agreements for each of Dr. Van Damme and Mr. Changoer. In connection with the termination of Dr. Anastassov’s Consulting Agreement, the Company agreed to pay severance in the amount of $35,000 for March 2020 and $20,000 per month thereafter through July 2021 (the termination date contemplated by the Consulting Agreement). Commencing for the April 2020, the Company may, in its sole discretion, pay the $20,000 severance obligation by the issuance of shares of the Company’s common stock registered pursuant to the Registration Statement on Form S-8 filed with the Commission on May 29, 2015 (“S-8 Shares”). If the gross cash proceeds from the sale of any S-8 Shares issued in lieu of cash severance is less than $20,000, as determined 20 days after issuance of such S-8 Shares, then the Company has agreed to issue additional shares that would serve to “true-up” the value of the shares to the $20,000 monthly severance obligation; provided, however, that if 30 days after the date the severance payment is due the gross proceeds from the sale of S-8 Shares is less than $20,000, the Company must pay the shortfall in cash. In addition, for each month that Dr. Anastassov is entitled to receive severance, he shall receive S-8 Shares in an amount equal to the lesser of (a) 150,000 S-8 Shares, or (b) S-8 Shares valued at $15,000 based upon the closing price of the Company’s common stock as of the due date of the severance payment obligation.

In connection with the termination of the Employment Agreements of Dr. Van Damme and Mr. Changoer, Mr. Changoer’s severance payments shall be $20,000 per month for 12 months, commencing April 2020 (paid in arrears) and Dr. Van Damme’s severance payments shall be $5,000 per month for 12 months, similarly commencing April 2020 and paid in arrears. The Company has the right to pay each of Dr. Van Damme’s and Mr. Changoer’s monthly severance payments in S-8 shares in lieu of cash subject to the same terms and restrictions (including true-up terms) as set forth above for Dr. Anastassov. As of September 30, 2020, the accrued severance payment was $300,000 to Dr. Anastassov, $60,000 to Mr. Changoer and $45,000 to Dr. Van Damme, all was related to discontinued operations.

The Company retains the right to prepay the severance obligations to Drs. Anastassov and Van Damme and Mr. Changoer, without penalty.

No claims were alleged by the Company against any party, and no claims were alleged against the Company. However, in connection with the transactions described above, the parties entered into a general mutual release of all claims.

Purchase of Promissory Note and Forbearance Agreement

Effective May 4, 2020, the Company acquired from TL-66, a California limited liability company (“Seller”), a promissory note issued to Seller by Dr. Anastassov (“Maker”) dated December 1, 2017, with a face value of $350,000 and a remaining balance due of approximately $100,000 (the “Note”). The purchase price for the Note was $100,000 payable by the Company issuing Seller One Million (1,000,000) restricted shares of the Company’s Common Stock. Effective May 6, 2020, the Company and Maker entered into a Forbearance Agreement whereby the Company agreed to forbear from making any collection efforts on the Note for a period of 24 months so long as Maker has not breached the Separation Agreement. Following 24 months, if there has been no breach of the Separation Agreement by Maker, repayment of the Note, including all principal and unpaid interest, will be waived in full. As of May, 4, 2020 the carrying value of the note was $102,567, the value of the common stock to be issued was $135,000, resulting in a loss of $32,433 accounted as loss on debt extinguishment related to discontinued operations.

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NOTE 11: DUE TO FIRST INSURANCE FUNDING

9 Months Ended

Sep. 30, 2020

Notes

NOTE 11: DUE TO FIRST INSURANCE FUNDING

NOTE 11: DUE TO FIRST INSURANCE FUNDING

On June 25, 2019, the Company renewed its D&O and EPLI insurance policy with total premiums, taxes and fees for $97,000 and $6,849 respectively. A cash down payment of $20,850 was paid on July 16, 2019. Under the terms of the insurance financing, payments of $9,501, which include interest at the rate of 7.2% per annum, are due each month for nine months commencing on July 25, 2019.

On October 22, 2019, the Company renewed its CL Products Liability insurance policy with total premiums, taxes and fees for $18,864. A cash down payment of $1,886 was paid on October 24, 2019. Under the terms of the insurance financing, payment of $1,945, which include interest at the rate of 7.451% per annum, are due each month for nine months commencing on November 22, 2019.

On June 25, 2020, the Company renewed its D&O insurance policy with total premiums, taxes and fees for $93,357. A cash down payment of $18,671 was paid on July 6, 2020. Under the terms of the insurance financing, payments of $8,456, which include interest at the rate of 4.6% per annum, are due each month for nine months commencing on July 25, 2020.

The total outstanding due to First Insurance Funding as of September 30, 2020 and December 31, 2019 is $50,739 and $42,121; respectively.

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NOTE 12: CONVERTIBLE NOTES PAYABLE

9 Months Ended

Sep. 30, 2020

Notes

NOTE 12: CONVERTIBLE NOTES PAYABLE

NOTE 12: CONVERTIBLE NOTES PAYABLE

The following table summarizes convertible note payable- shareholder as of September 30, 2020 and December 31, 2019

		September 30, 2020		December 31, 2019
Convertible note payable, due on July 1, 2028, interest at 3.5% p.a.	$	0	$	45,000
Accrued interest		0		5,578
Convertible note payable, net	$	0	$	50,578

The Convertible Note (“Note”) bears interest at the rate of 3.5% per annum, payable annually beginning on July 1, 2017, and matures on July 1, 2028. The Note is convertible, in whole or in part at any time at the option of the holder, into the Company’s common stock at a conversion price of $0.01, provided however, the holder of the Note is not permitted to convert an amount of the Note that would result in the holder and its affiliates owning more than 4.9% of the Company’s outstanding common stock. On July 10, 2020 the holder converted $51,414 of convertible note, which included $6,414 interest, into 5,141,377 shares of the Company’s common stock, resulting in a loss of $171,889 accounted as loss on debt extinguishment. The balance of the Note as of September 30, 2020 and December 31, 2019 is $-0- and $50,578, including interest accrued thereon of $-0- and $5,578, respectively.

The following table summarizes convertible note payable of related party as of September 30, 2020 and December 31, 2019:

		September 30, 2020		December 31, 2019
Convertible note payable, due on November 1, 2026, interest at 3.5% p.a.	$	4,000,000	$	4,000,000
Accrued interest		123,648		93,333
Convertible note payable, net	$	4,123,648	$	4,093,333

In 2018 the Company extinguished debt with Investor. Investor had proposed a financing transaction pursuant to which the Company will satisfy and retire the Original Note and Original Note current balance in simultaneous exchange for and upon delivery by the Company of a (1) new Convertible Promissory Note in the principal amount of $4,000,000 (the “Exchange Note”), and (2) 400,000 shares of the Company’s restricted common stock (the “Origination Shares”).

Simultaneously, a third-party Investor and the Company entered in Debt Exchange Agreement with Medical Marijuana Inc. As part of this agreement Investor will exchange and deliver the AXIM note to Medical Marijuana in exchange for a Convertible Promissory note. Axim consented to the transfer and assignment of the Axim Note in exchange for the issuance by the Medical Marijuana of the Exchange Note. The interest on this note is payable bi-annually every May 1 and November 1. On May 1, 2019 the Company paid accrued interest of $60,278.

In 2020 the Company was authorized to apply the accounts receivable of $75,074 due from Kannaway towards its accrued interest.

On May 1, 2020, the Company agreed to modify its existing convertible note with a principal balance of $4 million, 3.5% interest rate convertible note with the current holder of that note. There were two changes to the existing agreement – (a) the conversion price was reduced from the $1.50 conversion price in the original Note to $0.25 cents in the modified Note and (b) the term of the note was extended from the original maturity date of November 1, 2021, to November 1, 2026. The Company’s stock closed trading on the day of the modification at $0.13 per share. The amendment of this convertible Note was also evaluated under ASC Topic 470-50-40, “Debt Modifications and Extinguishments.” Based on the guidance, the instruments were determined to be substantially different due to the change in the conversion price being substantial, and debt extinguishment accounting was applied. The fair value of the modified convertible note was not different than the carrying value of the original note as such no extinguishment loss was recorded, The Note prior to the amendment of approximately $4 million, and the fair value of the Note and embedded derivatives after the amendment of approximately $4 million. There were no unamortized debt issuance costs and the debt discount associated with the original 2018 Note.

As of September 30, 2020 and December 31, 2019, the balance of secured convertible note was $4,123,648 and $4,093,333 which included $123,648 and $93,333 accrued interest respectively.

The following table summarizes convertible note payable as of September 30, 2020 and December 31, 2019:

		September 30, 2020		December 31, 2019
Convertible note payable, due on October 1, 2029, interest at 3.5% p.a.	$	484,478	$	484,478
Convertible note payable, due on October 1, 2029, interest at 3.5% p.a.		1,000,000		1,000,000
Convertible note payable, due on December 31, 2034, interest at 3% p.a.		190,000		-
Convertible note payable, due on July 21, 2032, interest at 3.5% p.a.		609,835		-
Accrued interest (The accrued interest and principal are both included in the captions titled “convertible note payable” in the balance sheet)		216,109		168,208
Total		2,500,422		1,652,686
Less: unamortized debt discount/finance premium costs		(865,987)		(739,732)
Convertible note payable, net	$	1,634,435	$	912,954

On September 16, 2016, we entered into a convertible note purchase agreement (the “Convertible Note Purchase Agreement” or “Agreement”) with a third-party investor. Under the terms of the Convertible Note Purchase Agreement the investor may acquire up to $5,000,000 of convertible notes from the Company. With various closings, under terms acceptable to the Company and the investor as of the time of each closing. Pursuant to the Agreement, on September 16, 2016 the investor provided the Company with $850,000 secured convertible note financing pursuant to four (4) Secured Convertible Promissory Notes (the “Notes”). Each of the Notes matures on October 1, 2029, and pay 3.5% compounded interest paid bi-annually. The Note are secured by the assets of the Company, may not be pre-paid without the consent of the holder, and are convertible at the option of the holder into shares of the Company common stock at a conversion price equal to $0.2201 per share.

As of September 30, 2020 and December 31, 2019, the balance of secured convertible notes was $552,086 and $539,227, which

included $67,608 and $54,749 accrued interest, respectively.

On October 20, 2016 a third-party investor provided the Company with $1,000,000 secured convertible note financing pursuant to three (3) Secured Convertible Promissory Notes (the “Notes”). Each of the Notes mature on October 1, 2029 and pay 3.5% compounded interest paid bi-annually. The Notes are secured by the assets of the Company, may not be pre-paid without the consent of the holder, and are convertible at the option of the holder into shares of the Company’s common stock at a fixed conversion price equal of $0.2201 per share.. The investor paid cash of $500,000 for one of the Notes and issued to the Company two (2) secured promissory notes of $250,000 each for two (2) Convertible Notes of $250,000 each. The two secured promissory notes issued by the investor (totaling $500,000) as payment for two (2) secured Notes totaling $500,000 mature on February 1, 2017 ($250,000) and March 1, 2017 ($250,000), bear interest at the rate of 1% per annum, are full recourse and additionally secured by 10,486,303 shares of Medical Marijuana, Inc. (Pink Sheets symbol: MJNA) and were valued at $858,828 based upon the closing price of MJNA on October 20, 2016. A debt discount was recorded related to beneficial conversion feature inn connection with this convertible note of $499,318 , related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. As of September 30, 2020 and December 31, 2019, this note has not been converted and the balance of secured convertible notes was $1,140,000 and $1,113,458, which included $140,000 and $113,458 accrued interest, respectively.

On December 31, 2019, Sapphire Biotech, Inc. entered into a Convertible Note Purchase Agreement whereas the Company issued a convertible note with a face value of $190,000 with a compounding interest rate of 3% per annum, the interest shall be payable annually beginning on December 31, 2020 until the maturity date of December 31, 2034, at which time all principal and interest accrued thereon shall be due and payable. The Convertible Note is secured by substantially all the Company’s tangible and intangible assets. In addition, the Convertible Note includes various non-financial covenants including the Company may not enter into any agreement, arrangement or understanding of any kind that would result in a transaction, or series of transactions, that would result in the sale of 50% or more of the Company’s capital stock without the prior approval of the holder.

Upon issuance, the Convertible Note was convertible into shares of the Company’s common stock at $1.90 per share. At December 31, 2019, the Company determined that the Convertible Note contained a beneficial conversion feature for which a full discount was recorded on the Convertible Note. The fair market value of the Company’s common stock was based upon the estimated per share acquisition price per the pending acquisition of the Company. The discount of $190,000 will be amortized using the effective interest method and will be fully amortized by December 31, 2034.

On March 17, 2020 the Company entered into a Share Exchange Agreement (“Agreement”) with Sapphire Biotech, Inc., a Delaware corporation (“Sapphire”) and all of the Sapphire stockholders (collectively, the “Sapphire Stockholders”). Following the closing of the transaction, Sapphire will become a wholly owned subsidiary of AXIM. Under the terms of the Agreement, the Company intends to assume the convertible notes in the principal amounts of $190,000. After the acquisition, the Convertible Note was able to convert 6,000,000 shares of Axim’s common stock. Upon assumption of the note, the Company recorded a beneficial conversion feature of $190,000. As of September 30, 2020 and December 31, 2019, the balance of secured convertible note was $194,291 and $-0-, which included $4,291 and $-0- accrued interest respectively.

On July 21, 2020 the Company entered into convertible note purchase agreement with Cross & Company, the Company owed to Cross & Company $609,835 of aggregated payments and desired to satisfy the amount due in full by issuing to Cross & Company a convertible promissory note. The convertible note matures on July 21, 2032 and incurred 3.5% compounded interest paid annually. The Note are secured by the assets of the Company, may not be pre-paid without the consent of the holder, and are convertible at the option of the holder into shares of the Company common stock at a conversion price equal to $0.37. Notwithstanding the foregoing, holder shall not be permitted to convert the note, or portion thereof, if such conversion would result in beneficial ownership by holder and its affiliates of more than 4.9% of the debtor’s outstanding common stock as of the date of conversion. The Company determined that that the conversion of the amounts due into a long-term convertible note resulted in a debt extinguishment due to the change in the fair values exceeding 10%. Accordingly the loss of $823,497 was included in the statement of operations as loss on debt extinguishment. As of September 30, 2020 and December 31, 2019, the balance of secured convertible note was $614,045 and $-0-, which included $4,210 and $-0- accrued interest respectively.

During the three and nine months ended September 30, 2020 and 2019, the Company amortized the debt discount on all the notes of $22,313, $18,870, $63,745 and $56,195, respectively, to other expenses. As of September 30, 2020 and December 31, 2019, unamortized debt discount was $865,987 and $739,732, respectively.

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NOTE 13: STOCK INCENTIVE PLAN

9 Months Ended

Sep. 30, 2020

Notes

NOTE 13: STOCK INCENTIVE PLAN

NOTE 13: STOCK INCENTIVE PLAN

On May 29, 2015 the Company adopted its 2015 Stock Incentive Plan. Under the Plan the Company may issue up to 10,000,000 S-8 shares to officers, employees, directors or consultants for services rendered to the Company or its affiliates or to incentivize such parties to continue to render services. S-8 shares are registered immediately upon the filing of the Plan and are unrestricted shares that are free-trading upon issuance. There were 9,806,000 shares available for issuance under the Plan as of December 31, 2019. On January 2, 2019, John Huemoeller the CEO was granted the option to purchase 2 million shares of Axim Common stock under the plan at a purchase price of $0.75 per share. 1 million options vested immediately, and 1 million options vested at the end of 2019.

On May 13, 2020, Alim Seit-Nebi the Chief Technology Officer and Co-Founder of Sapphire Biotechnology was granted the options to purchase 1 million shares of Axim common stock under the plan at the purchase price of $0.126 per share. One third of the options will vest six months from the date of grant, one third of the options will vest one year from the date of grant, and the remaining one third of the options will vest two years from the date of grant.

On May 13, 2020, Dr. Douglas Lake the Chief Clinical Officer and Co-Founder of Sapphire Biotechnology was granted the options to purchase 2 million shares of Axim common stock under the plan at the purchase price of $0.126 per share. One third of the options will vest six months from the date of grant, one third of the options will vest one year from the date of grant, and the remaining one third of the options will vest two years from the date of grant.

On May 13, 2020, Timothy R, Scott the Director of Axim Biotechnology was granted the options to purchase 0.5 million shares of Axim common stock under the plan at the purchase price of $0.126 per share. One third of the options vested immediately, one third of the options will vest six months from the date of grant, and the remaining one third of the options will vest twelve months from the date of grant.

On May 13, 2020, Robert Cunningham the Director of Axim Biotechnology was granted the options to purchase 0.5 million shares of Axim common stock under the plan at the purchase price of $0.126 per share. One third of the options vested immediately, one third of the options will vest six months from the date of grant, and the remaining one third of the options will vest twelve months from the date of grant.

On May 13, 2020, Maurico Bellora the Director of Axim Biotechnology was granted the options to purchase 0.5 million shares of Axim common stock under the plan at the purchase price of $0.126 per share. One third of the options vested immediately, one third of the options will vest six months from the date of grant, and the remaining one third of the options will vest twelve months from the date of grant.

On September 10, 2020, Noel C. Gillespie the Senior Patent Attorney of Axim Biotechnology was granted the options to purchase 0.5 million shares of Axim common stock under the plan at the purchase price of $0.61 per share. One third of the options vested immediately, one third of the options will vest one year from the date of grant, and the remaining one third of the options will vest two years from the date of grant.

For the three and nine months ended September 30, 2020 and 2019 the Company recorded compensation expense of $491,529, $235,000, $779,029 and $1,615,000, respectively.

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NOTE 14: STOCKHOLDERS' DEFICIT

9 Months Ended

Sep. 30, 2020

Notes

NOTE 14: STOCKHOLDERS' DEFICIT

NOTE 14: STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company has authorized 5,000,000 shares of preferred stock, with a par value of $0.0001 per share. Of the 5,000,000 authorized preferred shares, 4,000,000 are undesignated “blank check” preferred stock. The Company may issue such preferred shares and designate the rights, privileges and preferences of such shares at the time of designation and issuance. As of September 30, 2020, and December 31, 2019 there are -0- and -0- shares of undesignated preferred shares issued and outstanding, respectively.

There are zero shares issued and outstanding of Series A and Series B Preferred stock as of September 30, 2020 and December 31, 2019.

Series C Convertible Preferred Stock

On August 17, 2016 the Company designated up to 500,000 shares of a new Series C Convertible Preferred Stock (Series C Preferred Stock). The holders of the Series C Preferred are entitled to elect four members to the Company’s board of directors and are entitled to cast 100 votes per share on all other matters presented to the shareholders for a vote. Each share of Series C Convertible Preferred is convertible into one share of the Company’s common stock. The Series C Convertible Preferred designation contains a number of protective and restrictive covenants that restrict the Company from taking a number of actions without the prior approval of the holders of the Series C Preferred or the unanimous vote of all four Series C Directors. If at any time there are four Series C Directors, one such director must be independent as that term is defined in the Series C designation. Any challenge to the independence of a Series C Director is a right conferred only upon the holders of the Series B Convertible Preferred Stock and may only be made by the holders of the Series B Convertible Preferred Stock.

On August 18, 2016 the Company issued all 500,000 shares of its newly designated Series C Preferred Stock to MJNA Investment Holdings, LLC in exchange for cash of $65,000. As the holders of the Series C Preferred Stock, MJNA Investment Holdings, LLC has designated Dr. Timothy R. Scott, John W. Huemoeller II, Robert Cunningham and Blake Schroeder as their four Series C Directors.

On February 20, 2019, MJNA Investment Holdings LLC (“Seller”) sold its 500,000 shares of AXIM Biotechnologies, Inc.’s, a Nevada corporation (the “Company”) Series C Preferred Stock to Juniper & Ivy Corporation, a Nevada corporation (“Purchaser”) for a purchase price of $500,000 (the “Purchase Price”) pursuant to a Preferred Stock Purchase Agreement (the “Purchase Agreement”). Payment of the Purchase Price was made as follows (i) a $65,000 payment made by check payable to Seller, which Purchaser borrowed from an unrelated third-party and which has no recourse against the Series C Preferred Stock or assets of Purchaser (the “Loan”), and (ii) the issuance by Purchaser to Seller of a promissory note, face value, $435,000, which has no recourse against the Series C Preferred Stock or assets of Purchaser (the “Note”). The Company’s Chief Executive Officer John W. Huemoeller II is the President of Purchaser. Mr. Huemoeller provided a personal guaranty for the Loan and the Note.

The holders of the Series C Preferred Stock are entitled to elect four members to the Company’s Board of Directors and are entitled to cast 100 votes per share on all other matters presented to the shareholders for a vote. As a result of this transaction, a change in control has occurred.

Effective April 2, 2019, Blake N. Schroeder resigned as a member of the Company’s Board of Directors. Mr. Schroeder’s resignation was not because of any disagreements with the Company on matters relating to its operations, policies and practices.

On April 3, 2019 pursuant to the Company’s Amended and Restated Bylaws, the holder of the Company’s Series C Preferred Stock appointed Mauricio Javier Gatto-Bellora to fill the director seat vacated by the resignation of Mr. Schroeder.

On July 21, 2020 pursuant to the Company’s Amended and Restated Bylaws, the holder of the Company’s Series C Preferred Stock appointed Peter O’Rourke to fill one of the vacant positions on board created by the resignations of Dr. George Anastassov, Lekhram Changoer, and Dr. Philip Van Damme.

Common Stock

The Company has authorized 300,000,000 shares of common stock, with a par value of $0.0001 per share. As of September 30, 2020, and December 31, 2019, the Company had 125,196,970 and 64,854,539 shares of common stock issued and outstanding, respectively.

2020 Transactions:

During the period between January 1, 2020 and September 30, 2020 the Company issued total 7,494,792 shares valued $1,510,500 pursuant to the Company’s Registration Statement on Form S-3. The Company received $1,510,500 in cash.

On January 13, 2020 the Company issued 250,000 restricted shares of its common stock to third party valued at $50,000, which were carried on the books as stock to be issued.

On January 23, 2020 and February 26, 2020 the Company issued 600,000, and 62,839 restricted shares of its common stock to third party valued at $262,500, and $25,000 pursuant to the stock purchase agreement for certain services, recorded as advertising and promotion expense and License, permits & Patents, respectively.

On March 17, 2020 the company acquired 100% of the issued and outstanding shares of Sapphire by means of a share exchange with the Sapphire Stockholders in exchange for 54,000,000 restricted shares of its common stock at valued $7,506,000.

On April 21, 2020 the Company issued 1,176,470 restricted shares of its common stock to third party valued at $100,000 pursuant to the stock purchase agreement. The cash was received in 2020.

On May 6, 2020, the Company entered into an agreement with Sanammad Foundation, the Sanammad Parties agreed to forfeit and assign back to treasury, for no consideration, a total of 18,570,356 shares of the Company’s common stock, for which the fair value was $2,562,709, however for accounting purpose this transaction recording at par value adjustment to additional paid in capital. This transaction is related to the divesture of the previous operations to Sanammad.

On May 22, 2020 the Company issued 190,810 and 286,215 S-8 shares valued at $60,000 and $90,000 pursuant to the Company’s Registration Statement on Form S-8 for severance fees.

On June 10, 2020 and June 24, 2020 the Company issued 2,173,913 and 625,000 restricted shares of its common stock to third party valued at $500,000 and $100,000 pursuant to the stock purchase agreement. The cash was received in 2020, respectively.

On July 1, 2020 the Company issued 185,185 and 370,370 restricted shares of its common stock to third party valued at $25,000 and $50,000 pursuant to the stock purchase agreement. The cash was received in 2020, respectively.

On July 2, 2020 and July 9, 2020 the Company issued 714,285 and 1,785,714 restricted shares of its common stock to third party valued at $100,000 and $250,000 pursuant to the stock purchase agreement. The cash was received in 2020, respectively.

On July 10, 2020 the Company issued 5,141,377 restricted shares of its common stock in exchange for the conversion of $51,414 of a convertible note payable, which included $6,414 in interest.

On July 10, 2020 the Company issued 142,857 and 357,153 restricted shares of its common stock to third party valued at $20,000 and $50,000 pursuant to the stock purchase agreement. The cash was received in 2020, respectively.

On July 10, 2020 the Company issued 250,000 and 107,143 restricted shares of its common stock to third party valued at $35,000 and $15,000 pursuant to the stock purchase agreement. The cash was received in 2020, respectively.

On July 14, 2020 the Company issued 200,000 restricted shares of its common stock to third party valued at $23,630 pursuant to the stock purchase agreement. The cash was received in 2020, respectively.

On July 21, 2020 the Company entered into convertible note purchase agreement with Cross & Company, the Company owed to Cross & Company $609,835 of aggregated True-Up payments and desired to satisfy the amount due in full by issuing to Cross & Company a convertible promissory note. The convertible note matures on July 21, 2032 and incurred 3.5% compounded interest paid annually. The Note are secured by the assets of the Company, may not be pre-paid without the consent of the holder, and are convertible at the option of the holder into shares of the Company common stock at a conversion price equal to $0.37. Notwithstanding the foregoing, holder shall not be permitted to convert the note, or portion thereof, if such conversion would result in beneficial ownership by holder and its affiliates of more than 4.9% of the debtor’s outstanding common stock as of the date of conversion.

On July 22, 2020 the Company issued 65,359 and 130,719 restricted shares of its common stock to third party valued at $20,000 and $40,000 pursuant to the stock purchase agreement. The cash was received in 2020, respectively.

On July 22, 2020 the Company issued 163,398 and 326,797 restricted shares of its common stock to third party valued at $50,000 and $100,000 pursuant to the stock purchase agreement. The cash was received in 2020, respectively.

On July 22, 2020 the Company issued 816,993 and 65,359 restricted shares of its common stock to third party valued at $250,000 and $20,000 pursuant to the stock purchase agreement. The cash was received in 2020, respectively.

On August 4, 2020 the Company issued 141,243 restricted shares of its common stock to third party valued at $50,000 pursuant to the stock purchase agreement. The cash was received in 2020.

On August 6, 2020 the Company issued 148,166 and 166,686 S-8 shares valued at $120,000 and $135,000 pursuant to the Company’s Registration Statement on Form S-8 for severance fees.

On August 12, 2020 the Company issued 414,419 restricted shares of its common stock to third party valued at $76,690 pursuant to the stock purchase agreement for certain services, recorded as commission fees.

2019 Transactions:

During the period between January 1, 2019 and September 30, 2019 the Company issued total 2,250,000 shares valued $2,400,626 pursuant to the Company’s Registration Statement on Form S-3. The Company received $2,400,626 in cash.

On March 12, July 11, 2019 the Company issued 239,521, and 687,285 restricted shares of its common stock to third party valued at $400,000, and $500,000 pursuant to the stock purchase agreement. The cash was received in 2018 and 2019 respectively.

On May 23, August 1, 2019 the Company issued 19,668, and 6,055 shares of its common stock to its Advisory board valued at $48,500, and $7,500 respectively, which were carried on the books as stock to be issued.

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NOTE 15: STOCK OPTIONS

9 Months Ended

Sep. 30, 2020

Notes

NOTE 15: STOCK OPTIONS

NOTE 15: STOCK OPTIONS

Options to purchase common stock are granted at the discretion of the Board of Directors, a committee thereof or, subject to defined limitations, an executive officer of the Company to whom such authority has been delegated. Options granted to date generally have a contractual life of ten years.

The following table summarizes the changes in options outstanding, option exercisability and the related prices for the shares of the Company’s common stock issued to employees and consultants under a stock option plan at September 30, 2020:

	Options Outstanding			Options Exercisable
Weighted Average Exercise Price ($)	Number Outstanding	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price ($)	Number Exercisable	Weighted Average Exercise Price ($)
$0.34	7,000,000	9	$0.34	4,596,895	$0.34

The stock option activity for the year ended September 30, 2020 is as follows:

	Options Outstanding		Weighted Average Exercise Price
Outstanding at December 31, 2019	2,000,000	$	0.75
Granted	5,000,000	$	0.17
Exercised	-		-
Expired or canceled	-		-
Outstanding at September 30, 2020	7,000,000	$	0.34

The Company determined the value of share-based compensation for options vested using the Black-Scholes fair value option-pricing model with the following weighted average assumptions:

		September 30, 2020		September 30, 2019
Expected life (years)		10		10
Risk-free interest rate (%)		0.64		2.66
Expected volatility (%)		232		318
Divident yield (%)		-		-
Weighted average fair value of shares at grant date	$	0.17	$	0.91

For the three and nine months ended September 30, 2020 and 2019 stock-based compensation expense related to vested options was $414,839, $235,000, $414,839 and $1,615,000, respectively.

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NOTE 16: DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2020

Notes

NOTE 16: DISCONTINUED OPERATIONS

NOTE 16: DISCONTINUED OPERATIONS

During May 2020 the Company decided to discontinue most of its operating activities pursurant to the Separation Agreement entered into by and among the Company, CanChew License Company (“CanCo”), CanChew Biotechnologies, LLC (“CanChew”), Medical Marijuana, Inc., Dr. George A. Anastassov (“Dr. Anastassov”), Dr. Philip A. Van Damme (“Dr. Van Damme”), Lekhram Changoer (“Mr. Changoer”), Sanammad Foundation, Netherlands and Sanammad Foundation, US (collectively, the “Sanammad Parties”). (see Note 1)

Pursuant to the terms of the Purchase Agreement dated as of May 6, 2020, Sanammad Parties agreed to acquire from the Company substantially all of its assets and its wholly-owned subsidiaries and to assume certain liabilities and its wholly-owned subsidiaries. Sanammad Parties agreed to pay a purchase price of $2,609,100 reflected in amount due Canchew were deemed paid in full. The sale, which was completed on May 6, 2020, did not include the Compay’s cash and certain other excluded assets and liabilities.

The assets sold and liabilities transferred in the transaction were the sole revenue generating assets of the Company. The results of operations associated with the assets sold have been reclassified into discontinued operations for periods prior to the completion of the transaction.

The following is a summary of assets and liabilities sold, stock retired and gain recognized, in connection with the sale of assets to Sanammad parties:

Other current assets	$	5,000
Total current assets		510,017
Intangible assets, net of amortization		47,375
Total assets	$	562,392
Notes payable	$	880,000
Accounts payable and accrued expenses		200,640
Due to Canchew		1,526,603
Stock retired		1,857
Total liabilities and equity	$	2,609,100
The gain on sale of assets was reported during the period was determined as follows:
Total asset sold	$	562,392
Total liability sold		2,609,100
Net gain from sales of assets and liability	$	2,046,708

The resulting gain from the sale will be fully offset by existing net operating loss carryforwards available to the Company.

For the three and nine months ended September 30, 2020 and 2019 the Company recognized interest expense of $-0-, $6,654, $9,076 and $19,746, respectively.

Additionally, the operating results and cash flows related to assets sold on May 06, 2020 are included in discontinued operations in the consolidated statements of operations and consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019.

As of September 30, 2020 and December 31, 2019, the Company has separately reported the asset and liabilities of the discontinued operations in the unaudited condensed consolidated balance sheet in accordance with the provision of ASC 205-20. The asset and liabilities have been reflected as discontinued operations, and consist of the following:

		September 30, 2020		December 31, 2019
		(Unaudited)
Current asset of discontinued operations
Accounts receivable	$	-	$	315,843
Inventory		-		487,814
Loan receivable		-		5,000
Total current assets of discontinued operations	$	-	$	808,657
Noncurrent assets of discontinued operations
Other assets	$	-	$	50,534
Total noncurrent assets of discontinued operations	$	-	$	50,534
Current liabilities of discontinued operations
Accounts payable and accrued liabilities	$	916,086	$	552,577
Due to related party		-		1,526,603
Promissory note – related party note payable		-		1,046,926
Total current liabilities of discontinued operations	$	916,086	$	3,126,106

Loss from Discontinued Operations

The sale of the majority of the assets and liabilities related to the Sanammad parties represents a strategic shift in the Company’s business. For this reason, the results of operations related to the assets and liabilities held for sale for all periods are classified as discontinued operations.

The following is a summary of the results of operations related to the assets and liabilities held for sale for the nine months ended September 30, 2020 and 2019:

		September 30, 2020		September 30, 2019
Net sales	$	5,097	$	37,463
Total expenses	$	1,935,278	$	2,826,412
Gain from sale of asset and liability	$	(2,046,708)	$	-
Other loss	$	87,383	$	-
Income (loss) from discontinued operations	$	29,144	$	(2,788,949)

The following is a summary of net cash provided by or use in operating activities, investing activities and financing activities for the assets and liabilities held for sale for the nine months ended September 30, 2020 and 2019:

		September 30, 2020		September 30, 2019
Income (loss) from discontinued operations	$	29,144	$	(2,788,949)
Adjustment of non-cash activities		(1,551,166)		3,158
Decrease (increase) in accounts receivable		315,843		(38,747)
Increase in inventory		(22,203)		(455,829)
Increase in accounts payable and accrued expenses		393,953		697,898
Net cash provided by (used in) operating activities	$	(834,429)	$	(2,582,469)
Net cash provided by (used in) investing activities	$	-	$	-
Net cash provided by (used in) financing activities	$	(65,000)	$	(78,916)

The following is a summary of the results of operations related to the assets and liabilities held for sale for the three months ended September 30, 2020 and 2019:

		September 30, 2020		September 30, 2019
Net sales	$	-	$	19,336
Total expenses (income)	$	(386,237)	$	714,288
Gain from sale of asset and liability	$	-	$	-
Other loss	$	-	$	-
Income (loss) from discontinued operations	$	386,237	$	(694,952)

The following is a summary of net cash provided by or use in operating activities, investing activities and financing activities for the assets and liabilities held for sale for the three months ended September 30, 2020 and 2019:

		September 30, 2020		September 30, 2019
Income (loss) from discontinued operations	$	386,237	$	(694,952)
Adjustment of non-cash activities		255,000		-
Increase in accounts receivable		-		(38,747)
Increase in inventory		-		(380,956)
Decrease in accounts payable and accrued expenses		(687,355)		(213,058)
Net cash provided by (used in) operating activities	$	(46,118)	$	(1,327,713)
Net cash provided by (used in) investing activities	$	-	$	-
Net cash provided by (used in) financing activities	$	-	$	(78,916)

On January 2, 2019 the Company entered into the term of Executive’s employment agreement, at a base salary of $10,000 per month with John W. Huemoeller II to serve as its Chief Executive Officer. The Company and Executive acknowledge and agree that Executive’s employment hereunder shall at all times be “at will,” which means that either Executive may resign at any time for any reason or for no reason, and that the Company may terminate Executive’s employment at any time for any reason or for no reason, in either case, subject to the applicable provisions of this Agreement. In further consideration for Executive’s services and subject to the approval of the Board, Executive will be granted an option to purchase 2,000,000 shares of the Company’s common stock (the “Option Shares”). The option will be subject to the terms and conditions applicable to stock options granted under the Company’s 2015 Stock Incentive Plan, as amended from time to time (the “Plan”), and as described in the Plan and the stock option agreement, which Executive will be required to sign. 50% of the Option Shares shall vest on the date of grant and the remaining 50% of the Option Shares shall vest on the 12- month anniversary of the grant date, subject to Executive’s continued employment by the Company. The exercise price per share will be equal to the fair market value per share on the date of grant, as determined by the last closing price of the Company’s common stock the day prior to grant. As of December 31, 2019 the Company recorded $1,820,000 of compensation expenses for vested stock options. Beginning in October 2019, the board decided to increase CEO base salary to $35,000 per month.

On April 24, 2017 the company entered into an employment agreement with Robert Malasek, its Chief Financial Officer and Secretary. The agreement does not have a set term and may be terminated at any time by the Company or Mr. Malasek with proper notice. The shares were issued in the 1^st quarter 2018. Beginning in October 2019, the board ratified to increase CFO base salary to $3,000 per month.

On August 21, 2018, AXIM Biotechnologies, Inc. (the “Company”) entered into an agreement with Revive Therapeutics Ltd. (“Revive”) to begin selling the Company’s flagship nutraceutical product throughout the rapidly expanding Canadian cannabis market. The agreement defines a relationship where Revive will seek regulatory approval for AXIM’s proprietary, controlled-release functional chewing gum which contains hemp oil and cannabidiol (CBD). Under the terms of the agreement, Revive will have a minimum purchase amount annually, which increases each year for the term of the agreement.

On September 10, 2018, AXIM Biotechnologies, Inc. (the “Company”) entered into a Letter of Intent (“LOI”) with Impression Healthcare Limited (“Impression”), Australia’s largest home dental impression company, for exclusive distribution of all AXIM® Biotech products throughout Australia and New Zealand.

Pursuant to the LOI, both parties will endeavor to enter into a definitive agreement whereby the parties will co-develop new products, initially for pre-clinical and phase 1 trials (among other clinical trials), including an oral rinse liquid targeted for the treatment of oral mucositis, strep throat, oral infections and gum disease. Pending initial discussions and an internal review of AXIM® Biotech and its product offerings, Impression will collaborate with AXIM® Biotech for the licensing and distribution of its current and future medicinal cannabis products for distribution in Australia and New Zealand. On December 20, 2018 the Company signed Exclusivity Agreement on terms that include Exclusivity period of 90 days after the date on which this agreement is executed with Impression in exchange for 10,300,000 ordinary fully paid shares in Impression at the price of A$0.02 per share and exchange rate of $0.74 AUD/USD valued $150,000 which the Company recognized as a revenue in 4^th quarter of 2018. During the year ended December 31, 2019, the Company received another 2,000,000 shares and sold 7,375,000 shares. On April 14, 2020 the Company entered into deed of settlement and release with Impression Healthcare Limited and transferred 4,925,000 held shares back to Impression Healthcare Limited by way of sale and purchase, with the total amount payable by Impression Healthcare Limited to Axim for completion of the sale and purchase and transfer being the aggregate amount of $1.

On May 31, 2019, AXIM Biotechnologies, Inc. (“AXIM”) entered into a cannabinoid product supply agreement with Impression Healthcare Limited (“Impression”), Australia’s largest home dental impression company, for the supply of the AXIM’s toothpaste and mouthwash containing cannabidiol (CBD) for its clinical trial for the treatment of periodontitis. The supply agreement is in preparation for a clinical trial to test the effectiveness of CBD in treating periodontitis. The clinical trial will be performed at Swinburne University of Technology in Melbourne, Australia. In accordance with the agreement, AXIM will supply the first batch of its patented toothpaste and mouthwash products containing CBD, along with associated placebo units for Impression to perform a randomized control clinical trial. On April 14, 2020 the Company terminated its supply agreement with Impression Healthcare Limited by mutual consent of both parties.

On July 2, 2019, AXIM Biotechnologies, Inc. (“AXIM”) entered into a multi-term, non-exclusive license and distribution agreement (“Agreement”) with Colorado based gum developer, KISS Industries, LLC (“KISS Industries”). Under the terms of the Agreement, AXIM grants KISS Industries a non-exclusive license to formulate and sell products that fall within AXIM’s cannabinoid chewing gum patent in exchange for royalties to be paid to AXIM based upon KISS Industries sales in the United States and Mexico. The Agreement also grants AXIM the right to: (i) acquire 10 percent of KISS Industries under certain conditions; and (ii) match any outside future offer to acquire KISS Industries as a whole. Further, AXIM’s CEO John W. Huemoeller II will also join the Board of Directors of KISS Industries.

In exchange for this license Kiss Industries will pay Axim 6% of gross sales as a royalty on all licensed products sold by Kiss. In the territory covered by this license which is the USA and Mexico. (Minimum annual royalty $50,000). Kiss will manufacture for Axim various licensed products at a price equal to 140% of Kiss’s cost. As of December 31, 2019 and September 30, 2020 Kiss Industries did not sell any Axim’s products.

Industry Sponsored Research Agreement— SAPPHIRE BIOTECH, Inc. entered into the Industry Sponsored Research Agreement (“SRA”) effective February 7, 2020 to test and confirm the inhibitory activity of SBI-183 (exclusively licensed on January 13, 2020) and SBI-183 analogs, including those synthesized by the Company. The testing will include cell-based in vitro assays, NMR binding studies and testing to determine if SBI-183 enhances the activity of cytotoxic drugs in vitro. Animal studies will also be conducted under the SRA. Specifically, SBI-183 analogs will be evaluated in a mouse model of triple negative breast cancer using human tumor xenografts. The work will be performed over a period of one year with the total cost of the SRA totaling $150,468 paid prior to acquisition. In consideration of the License executed between Skysong Innovations and the Company, the SRA provides for a reduced overhead of 5% instead of the usual 67.7%. This overhead fee differential of $89,851 will be deferred for five (5) years with interest of 5% compounded annually. For the three and nine months ended September 30, 2020, the Company recorded research and development of $33,694 and $56,157, respectively.

On August 5, 2020 Sapphire Biotech, Inc. was awarded a $395,880 phase I Small Business Innovation Research (SBIR) grant by the National Cancer Institute (NCI). The grant will support continued development of novel small molecules that inhibit the enzymatic activity of Quiescin Sulfhydryl Oxidase I (QSOX1) based on a lead compound. QSOX1 is a tumor-derived enzyme that is important for cancer growth, invasion and metastasis. Sapphire is conducting this research with technology it has exclusively licensed from Skysong Innovations, LLC, the intellectual property management company for Arizona State University. Sapphire will subcontract tumor biology work for evaluating analog inhibitors for QSOX1 to Dr. Doug Lake’s laboratory at Arizona State University and Mayo Clinic Arizona.

On August 25, 2020 we signed an exclusive licensing, manufacturing and distribution agreement with Empowered Diagnostics LLC to execute the high-volume production of our rapid point-of-care diagnostic test. AXIM and Empowered have completed the technology transfer and Empowered Diagnostics has built out their production facility to be able to manufacture millions of our neutralizing antibody tests for Covid-19 per month. In exchange for this license Empowered will pay Axim a royalty on net sales on all licensed products sold by Empowered covered by this license which global with the exception of Mexico.

Operating Lease

Lease Agreement—On March 3, 2020, SAPPHIRE BIOTECH, Inc. entered into a 3-year lease agreement (“Lease”) to relocate to a larger space within the same business park. The new space totals 1,908 square feet with monthly base rent in the 1st year $4,713, 2nd year $4,854 and 3rd year $5,000 at implicit interest rate of 6%. Upon commencement of the Lease on April 25, 2020, the previous lease will expire.

Operating Leases - Right of Use Assets and Purchase Commitments Right of Use Assets

We have operating leases for office space that expire through 2020. Below is a summary of our right of use assets and liabilities as of September 30, 2020.

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NOTE 17: COMMITMENT AND CONTINGENCIES

9 Months Ended

Sep. 30, 2020

Notes

NOTE 17: COMMITMENT AND CONTINGENCIES

NOTE 17: COMMITMENT AND CONTINGENCIES

Right-of-use assets	$	143,703
Lease liability obligations, current	$	53,072
Lease liability obligations, noncurrent		90,631
Total lease liability obligations	$	143,703
Weighted-average remaining lease term		2.58 years
Weighted-average discount rate		6%

The following table summarizes the lease expense for the nine months ended September 30, 2020 and 2019:

		September 30, 2020		September 30, 2019
Operating lease expense	$	18,852*	$	-
Short-term lease expense		15,313		28,709
Total lease expense	$	34,165	$	28,709

The following table summarizes the lease expense for the three months ended September 30, 2020 and 2019:

		September 30, 2020		September 30, 2019
Operating lease expense	$	14,139*	$	-
Short-term lease expense		4,855		6,879
Total lease expense	$	18,994	$	6,879

*The first lease payment was made and adjusted in preacquisition cost.

Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of September 30, 2020, are as follows:

Remainder of 2020	$	14,139
2021		57,684
2022		59,416
2023		20,000
Total minimum payments		151,239
Less: amount representing interest		(7,536)
Total	$	143,703

Litigation

As of September 30, 2020, and this report issuing date, the Company is not a party to any pending material legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company. To the knowledge of management, no director, executive officer or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company’s Common Stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.

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NOTE 1: ORGANIZATION: Company Developments - Divesture of Cannabis Related Assets (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Company Developments - Divesture of Cannabis Related Assets

Company Developments – Divesture of Cannabis Related Assets

On May 6, 2020 (the “Effective Date”), AXIM Biotechnologies, Inc., a Nevada corporation (the “Company”), entered into an Agreement (the “Separation Agreement”) by and among the Company, CanChew License Company (“CanCo”), CanChew Biotechnologies, LLC (“CanChew”), Medical Marijuana, Inc., Dr. George A. Anastassov (“Dr. Anastassov”), Dr. Philip A. Van Damme (“Dr. Van Damme”), Lekhram Changoer (“Mr. Changoer”), Sanammad Foundation, Netherlands and Sanammad Foundation, US (collectively, the “Sanammad Parties”), pursuant to which, among other matters as described herein, Drs. Anastassov and Van Damme and Mr. Changoer resigned as members of the Company’s Board of Directors.

Pursuant to the Separation Agreement, the Company transferred and assigned to an entity designated by Dr. Anastassov all of the Company’s cannabis-related intellectual property other than the inventions and discoveries described in that certain cannabis-related patent application filed by the Company’s wholly-owned subsidiary, Sapphire Biotech, Inc. (water-soluble cannabinoid molecules). The Company also transferred 100% of its interest in CanCo and CanChew to an entity designated by Dr. Anastassov. In consideration for the transfers set forth above, any and all indebtedness owed by the Company to CanChew, totaling approximately $2.61 million, was satisfied and paid in its entirety.

In addition, in consideration for the payment by the Company of $65,000, the Company purchased 100% of the issued and outstanding shares of Series B Preferred Stock held by the Sanammad Parties. Such shares shall be retired to treasury of the Company. The Sanammad Parties also agreed to forfeit and assign back to treasury, for no consideration, a total of 18,570,356 shares of the Company’s common stock.

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NOTE 3: BASIS OF PRESENTATION: Principles of Consolidation (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of Axim Biotechnologies, Inc. and its wholly owned subsidiaries Axim Holdings, Inc., Marina Street LLC, Axim Biotechnologies, Inc. (the Netherland Company) and Sapphire Biotech, Inc. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Use of estimates (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Use of estimates

Use of estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenue and expenses during reporting periods. Actual results could differ from these estimates. Significant estimates are assumptions about collection of accounts receivable, intangible assets, useful life of intangible assets, determination of the discount rate for operating leases and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Risks and uncertainties (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Risks and uncertainties

Risks and uncertainties

The Company operates in a dynamic and highly competitive industry and is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, contract manufacturer and contract research organizations, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows; ability to obtain future financing; advances and trends in new technologies and industry standards; results of clinical trials; regulatory approval and market acceptance of the Company’s products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth.

Products developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that the products will receive the necessary approvals, or that any approved products will be commercially viable. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval, it could have a materially adverse impact on the Company. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties.

Beginning in late 2019, the outbreak of a novel strain of virus named SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), or coronavirus, which causes coronavirus disease 2019, or COVID-19, has evolved into a global pandemic. The extent of the impact of the coronavirus outbreak on the Company’s business will depend on certain developments, including the duration and spread of the outbreak and the extent and severity of the impact on the Company’s clinical trial activities, research activities and suppliers, all of which are uncertain and cannot be predicted. At this point, the extent to which the coronavirus outbreak may materially impact the Company’s financial condition, liquidity or results of operations is uncertain. The Company has expended and will continue to expend substantial funds to complete the research, development and clinical testing of product candidates. The Company also will be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution of products that receive regulatory approval. The Company may require additional funds to commercialize its products. The Company is unable to entirely fund these efforts with its current financial resources. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development programs which would materially and adversely affect its business, financial condition and operations.

There have been no material changes in the accounting policies from those disclosed in the financial statements and the related notes included in the Form 10-K.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Cash equivalents (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Cash equivalents

Cash equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of September 30, 2020 and December 31, 2019, the Company had no cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company had no uninsured balances at September 30, 2020 and December 31, 2019. The Company has never experienced any losses related to these balances.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Accounts Receivable

Accounts Receivable

It is the Company’s policy to review accounts receivable at least on monthly basis for conductibility and follow up with customers accordingly. Covid19 has slowed collection as our customers are in a mandated pause. The Company does not have geographic concentration of customers. Accounts receivable were all generated from discontinued operations for the three and nine-months ending September 30, 2020 and 2019.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Concentrations (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Concentrations

Concentrations

At September 30, 2020 and December 31, 2019, one customer and two customers accounted for 100% and 100% of accounts receivable, respectively. For the nine months period ended September 30, 2020, one customer accounted for 21% of total revenue. For the nine months period ended September 30, 2019, three customers accounted for 83% of total revenue. Accounts receivable and revenue were all generated from discontinued operations for the three and nine-months ending September 30, 2020 and 2019.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Inventory (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Inventory

Inventory

Inventory consists of finished goods available for sale and raw materials owned by the Company and are stated at the lower of cost or market. As of September 30, 2020 and December 31, 2019, the Company had $-0- and $175,304 of finished goods and $-0- and $312,511 of raw materials; respectively. All inventory was related to discontinued operations for the three and nine-months ending September 30, 2020 and 2019.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Property and equipment (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Property and equipment

Property and equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using straight-line method over the estimated useful life. New assets and expenditures that extend the useful life of property or equipment are capitalized and depreciated. Expenditures for ordinary repairs and maintenance are charged to operations as incurred. The Company’s property and equipment relating to continuing operations consisted of the following at September 30, 2020 and December 31, 2019, respectively, and none related to discontinued operations.

		September 30, 2020		December 31, 2019
Equipment of continuing operations	$	123,632	$	16,780
Less: accumulated depreciation	$	25,188	$	14,543
	$	98,444	$	2,237

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Intangible Assets (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Intangible Assets

Intangible Assets

As required by generally accepted accounting principles, trademarks and patents are amortized if they have a definite life, and not amortized if they have an indefinite life and then they are tested annually for impairment. The Company’s intangible assets relating to continuing operations and discontinued operations consisted of the following at September 30, 2020 and December 31, 2019, respectively.

		September 30, 2020		December 31, 2019
Goodwill	$	2,458,233	$	-
Research in progress	$	7,800,000	$	-
	$	10,258,233	$	-
Intangible assets of discontinued operations	$	-	$	715,432
Less: accumulated amortization and impairment	$	-	$	664,898
	$	-	$	50,534

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Revenue Recognition

Revenue Recognition

The Company follows the guidance contained in Topic 606 (FASB ASC 606). The core principle of Topic 606 (FASB ASC 606) is that an entity should recognize revenue to depict the transfer of goods of services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revenue recognition guidance contained in Topic 606, to follow the five-step revenue recognition model along with other guidance impacted by this standard: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transportation price; (4) allocate the transportation price; (5) recognize revenue when or as the entity satisfies a performance obligation. All revenue was from operations that were divested.

Revenues are recognized when title for goods is transferred; non-refundable fees and proceeds from irrevocable agreements recognized when inflows or other enhancements of assets of the Company are received.

Revenues from continuing operations recognized for three and nine months ended September 30, 2020 and 2019 amounted to $-0-, $-0-, $-0- and $-0-, respectively. Revenues from discontinued operations recognized for three and nine months ended September 30, 2020 and 2019 amounted to $-0-, $345,612, $7,990 and $455,761, respectively.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Cost of Sales (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Cost of Sales

Cost of Sales

Cost of sales includes the purchase cost of products sold and all costs associated with getting the products to the customers including buying and transportation costs. Cost of sales all related to discontinued operations.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Shipping Costs (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Shipping Costs

Shipping Costs

Shipping and handling costs billed to customers are recorded in sales. Shipping costs incurred by the company are recorded in general and administrative expenses. Shipping costs all related to discontinued operations.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Fair Value Measurements

Fair Value Measurements

The Company applies the guidance that is codified under ASC 820-10 related to assets and liabilities recognized or disclosed in the financial statements at fair value on a recurring basis. ASC 820-10 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The provisions of ASC 820-10 only apply to the Company’s investment securities, which are carried at fair value.

ASC 820-10 clarifies that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820-10 requires valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Fair Value Hierarchy	Inputs to Fair Value Methodology
Level 1	Quoted prices in active markets for identical assets or liabilities
Level 2	Quoted prices for similar assets or liabilities; quoted markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the financial instrument; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from, or corroborated by, observable market information
Level 3	Pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption is unobservable or when the estimation of fair value requires significant management judgment

The Company categorizes a financial instrument in the fair value hierarchy based on the lowest level of input that is significant to its fair value measurement.

	As of September 30, 2020
	Quoted Market Prices in Active Markets (Level 1)	Internal Models with Significant Observable Market Parameters (Level 2)	Internal Models with Significant Unobservable Market Parameters (Level 3)	Total Fair ValueReported in Financial Statements
Marketable Securities	$-	$ -	$ -	$-

	As of December 31, 2019
	Quoted Market Prices in Active Markets (Level 1)	Internal Models with Significant Observable Market Parameters (Level 2)	Internal Models with Significant Unobservable Market Parameters (Level 3)	Total Fair Value Reported in Financial Statements
Marketable Securities	$213,745	$ -	$ -	$213,745

The Company recorded a change in FMV of trading securities as unrealized gain (loss) and realized gain (loss) of $-0-, $-0-, $135,320 and $190,460 for the three months ended September 30, 2020 and 2019, respectively. The Company recorded a change in FMV of trading securities as unrealized gain (loss) and realized gain (loss) of $(104,705), $(109,040), $273,720 and $190,460 for the nine months ended September 30, 2020 and 2019, respectively. These securities are classified as trading.

The Company did not have any Level 2 or Level 3 assets or liabilities as of September 30, 2020 and December 31, 2019. There were no financial liabilities measured and recognized at fair value as of September 30, 2020 and December 31, 2019.

Cash as of September 30, 2020 and December 31, 2019 is classified as Level 1 within our fair value hierarchy.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Income Taxes

Income Taxes

The Company did not record a federal or state income tax provision or benefit for the three and nine months ended September 30, 2020 and 2019 as it has incurred net losses since inception. In addition, the net deferred tax assets generated from net operating losses are fully offset by a valuation allowance as the Company believes it is not more likely than not that the benefit will be realized.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law and GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date. The CARES Act includes changes to the tax provisions that benefits business entities, and makes certain technical corrections to the 2017 Tax Cuts and Jobs Act. The tax relief measures for businesses in the CARES Act include a five-year net operating loss carryback for certain net operating losses, suspension of the annual deduction limitation of 80% of taxable income for certain net operating losses, changes in the deductibility of interest, acceleration of alternative minimum tax credit refunds, payroll tax relief, and a technical correction to allow accelerated deductions for qualified improvement property. The CARES Act also provides other non-tax benefits to assist those impacted by the pandemic. The Company evaluated the impact of the CARES Act and determined that there is no material impact to the income tax provision for the quarter.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Concentrations of Credit Risk (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Concentrations of Credit Risk

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. The Company had $240,769 and $0 allowance for doubtful accounts at September 30, 2020 and December 31, 2019, respectively and had $240,769 accounts receivable at September 30, 2020 and $315,843 at December 31, 2019, all was related to discontinued operations.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Net Loss per Common Share (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Net Loss per Common Share

Net Loss per Common Share

Net loss per common share is computed pursuant to section 260-10-45 Earnings Per Share (“ASC 260-10”) of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding and the member potentially outstanding during each period. In periods when a net loss is experienced, only basic net loss per share is calculated because to do otherwise would be anti-dilutive.

There were 32,341,979 common share equivalents at September 30, 2020 and 16,295,498 common shares at December 31, 2019. For the three and nine months ended September 30, 2020 and 2019 these potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Stock Based Compensation (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Stock Based Compensation

Stock Based Compensation

All stock-based payments to employees and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period. Stock-based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are non-forfeitable the measurement date is the date the award is issued. The Company accounts for stock options issued to non-employees based on the estimated fair value of the awards using the Black-Scholes option pricing model in accordance with ASC 505-50, Equity-Based Payment to Non-employees. Stock-based compensation expense related to stock options granted to non-employees is recognized as the stock options vest. The Company believes that the fair value of the stock options is more reliably measurable than the fair value of the services received. Stock options granted to non-employees are recorded at their fair value on the measurement date and are subject to periodic adjustments as such options vest and at the end of each reporting period, and the resulting change in value, if any, is recognized in the Company’s statements of operations and comprehensive loss during the period the related services are rendered.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Research and Development (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Research and Development

Research and Development

The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the three and nine months ended September 30, 2020 and 2019 The Company incurred research and development expenses of $109,139, $-0-, $235,431 and $-0- from continuing operations, respectively. For the three and nine months ended September 30, 2020 and 2019 the Company incurred research and development expenses of $(400,417), $426,665, $415,907 and $1,950,981 from discontinued operations, respectively. The negative research and development from discontinued operation was due to an amount of Euro 423,798 to be credited against the invoices which already have been recorded. The Company has entered into various agreements with CROs. The Company’s research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in accrued liabilities on the balance sheet. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to CROs under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered.

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Recently Issued Accounting Standards (Policies)

9 Months Ended

Sep. 30, 2020

Policies

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842) Codification Improvements, which provides clarification on implementation issues associated with adopting ASU 2016-02. The implementation issues noted in ASU 2019-01 include determining the fair value of the underlying asset by lessors that are not manufacturers or dealers, presentation on the statement of cash flows for sales-type and direct financing leases, and transition disclosures related to Topic 250, Accounting Changes and Error Corrections. We will apply the guidance, if applicable, as of January 1, 2019, the date we adopted ASU 2016-02. Refer to the discussion of ASU 2016-02 below for the impact on our financial position, results of operations, cash flows, or presentation thereof. In February 2016, FASB issued an update 2016-02 and created Topic 842, Leases. Topic 842 effects any entity that enters into a lease arrangement with another person. The guidance in this update supersedes Topic 840. The main difference between previous GAAP and Topic 842 is the recognition of accounting policies for leases classified as operating leases under previous GAAP. The amendments in this update for public business entities that file with the Securities and Exchange Commission are effective for fiscal years beginning after Dec. 15, 2018 and the interim periods within that year with early application permitted for all entities. The Company adopted the lease accounting model as described in Topic 842 for the fiscal year begins on January 1, 2019 and it had no impact on date of adoptions

The Company has a long-term operating lease, and the long-term operating lease took effect in April 2020 (see note 18).

In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 818): Clarifying the Interaction Between Topic 808 and Topic 606, which clarifies when transactions between participants in a collaborative arrangement are within the scope of the FASB’s revenue standard, Topic 606. The standard is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. We adopted this standard on its effective date of January 1, 2020. The adoption of this ASU did not have a material impact on our consolidated financial position, results of operations, cash flows, or presentation thereof. See Note X for more information related to the Company’s lease obligations.

In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities, that changes the guidance for determining whether a decision-making fee paid to a decision makers and service providers are variable interests. The guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. We adopted this standard on its effective date of January 1, 2020. The adoption of this ASU did not have a material impact on our consolidated financial position, results of operations, cash flows, or presentation thereof.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. We adopted this standard on its effective date of January 1, 2020. The adoption of this ASU did not have a material impact on our consolidated financial position, results of operations, cash flows, or presentation thereof.

Other recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

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NOTE 2: ACQUISITION OF SAPPHIRE BIOTECH, INC.: Schedule of consideration paid (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Schedule of consideration paid

Consideration:
Cash and cash equivalents	$	79,814
Property and equipment, net		20,533
In process R&D		7,800,000
Goodwill		2,458,233
Security deposit		12,785
Total asset acquired	$	10,371,365
Accrued expenses and other current liabilities	$	5,767
Deferred taxes liability		2,340,000
Notes Payable including convertible and discount on conversion		519,598
Total liabilities assumed	$	2,865,365
Net assets acquired	$	7,506,000

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NOTE 2: ACQUISITION OF SAPPHIRE BIOTECH, INC.: Schedule of Pro-Forma Information (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Schedule of Pro-Forma Information

For nine months ended		September 30, 2020		September 30, 2019
Revenues	$	-	$	-
Net loss from continuing operations	$	(4,468,786)	$	(2,387,985)
Net income (loss) from discontinued operations	$	29,144	$	(2,788,949)
Net loss per share—Basic and Diluted	$	(0.04)	$	(0.04)
For three months ended		September 30, 2020		September 30, 2019
Revenues	$	-	$	-
Net loss from continuing operations	$	(2,291,804)	$	(221,284)
Net income (loss) from discontinued operations	$	386,237	$	(694,952)
Net loss per share— Basic and Diluted	$	(0.02)	$	(0.01)

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Property and equipment: Schedule of property and equipment relating to continuing operations (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Schedule of property and equipment relating to continuing operations

		September 30, 2020		December 31, 2019
Equipment of continuing operations	$	123,632	$	16,780
Less: accumulated depreciation	$	25,188	$	14,543
	$	98,444	$	2,237

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Intangible Assets: Schedule of intangible assets (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Schedule of intangible assets

		September 30, 2020		December 31, 2019
Goodwill	$	2,458,233	$	-
Research in progress	$	7,800,000	$	-
	$	10,258,233	$	-
Intangible assets of discontinued operations	$	-	$	715,432
Less: accumulated amortization and impairment	$	-	$	664,898
	$	-	$	50,534

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements: Schedule of Fair Value Hierarchy for Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Schedule of Fair Value Hierarchy for Financial Instruments

	As of September 30, 2020
	Quoted Market Prices in Active Markets (Level 1)	Internal Models with Significant Observable Market Parameters (Level 2)	Internal Models with Significant Unobservable Market Parameters (Level 3)	Total Fair ValueReported in Financial Statements
Marketable Securities	$-	$ -	$ -	$-

	As of December 31, 2019
	Quoted Market Prices in Active Markets (Level 1)	Internal Models with Significant Observable Market Parameters (Level 2)	Internal Models with Significant Unobservable Market Parameters (Level 3)	Total Fair Value Reported in Financial Statements
Marketable Securities	$213,745	$ -	$ -	$213,745

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NOTE 6: PREPAID EXPENSES: Schedule of Prepaid Expenses (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Schedule of Prepaid Expenses

		September 30, 2020		December 31, 2019
Prepaid insurance	$	71,040	$	67,734
Prepaid software/services		256,762		9,872
	$	327,802	$	77,606

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NOTE 12: CONVERTIBLE NOTES PAYABLE: Schedule of Convertible Notes Payable, Shareholder (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Schedule of Convertible Notes Payable, Shareholder

		September 30, 2020		December 31, 2019
Convertible note payable, due on July 1, 2028, interest at 3.5% p.a.	$	0	$	45,000
Accrued interest		0		5,578
Convertible note payable, net	$	0	$	50,578

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NOTE 12: CONVERTIBLE NOTES PAYABLE: Schedule of Convertible Note Payable of Related Party (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Schedule of Convertible Note Payable of Related Party

		September 30, 2020		December 31, 2019
Convertible note payable, due on November 1, 2026, interest at 3.5% p.a.	$	4,000,000	$	4,000,000
Accrued interest		123,648		93,333
Convertible note payable, net	$	4,123,648	$	4,093,333

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NOTE 12: CONVERTIBLE NOTES PAYABLE: Schedule of Convertible Notes Payable (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Schedule of Convertible Notes Payable

		September 30, 2020		December 31, 2019
Convertible note payable, due on October 1, 2029, interest at 3.5% p.a.	$	484,478	$	484,478
Convertible note payable, due on October 1, 2029, interest at 3.5% p.a.		1,000,000		1,000,000
Convertible note payable, due on December 31, 2034, interest at 3% p.a.		190,000		-
Convertible note payable, due on July 21, 2032, interest at 3.5% p.a.		609,835		-
Accrued interest (The accrued interest and principal are both included in the captions titled “convertible note payable” in the balance sheet)		216,109		168,208
Total		2,500,422		1,652,686
Less: unamortized debt discount/finance premium costs		(865,987)		(739,732)
Convertible note payable, net	$	1,634,435	$	912,954

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NOTE 15: STOCK OPTIONS: Schedule of options under Stock Option Plan (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Schedule of options under Stock Option Plan

	Options Outstanding			Options Exercisable
Weighted Average Exercise Price ($)	Number Outstanding	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price ($)	Number Exercisable	Weighted Average Exercise Price ($)
$0.34	7,000,000	9	$0.34	4,596,895	$0.34

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NOTE 15: STOCK OPTIONS: Schedule of Stock Option Activity (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Schedule of Stock Option Activity

	Options Outstanding		Weighted Average Exercise Price
Outstanding at December 31, 2019	2,000,000	$	0.75
Granted	5,000,000	$	0.17
Exercised	-		-
Expired or canceled	-		-
Outstanding at September 30, 2020	7,000,000	$	0.34

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NOTE 15: STOCK OPTIONS: Schedule of assumptions to determine value of share-based compensation for options (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Schedule of assumptions to determine value of share-based compensation for options

		September 30, 2020		September 30, 2019
Expected life (years)		10		10
Risk-free interest rate (%)		0.64		2.66
Expected volatility (%)		232		318
Divident yield (%)		-		-
Weighted average fair value of shares at grant date	$	0.17	$	0.91

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NOTE 16: DISCONTINUED OPERATIONS: Schedule of Discontinued Operations - Summary of assets and liabilities sold (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Schedule of Discontinued Operations - Summary of assets and liabilities sold

Other current assets	$	5,000
Total current assets		510,017
Intangible assets, net of amortization		47,375
Total assets	$	562,392
Notes payable	$	880,000
Accounts payable and accrued expenses		200,640
Due to Canchew		1,526,603
Stock retired		1,857
Total liabilities and equity	$	2,609,100
The gain on sale of assets was reported during the period was determined as follows:
Total asset sold	$	562,392
Total liability sold		2,609,100
Net gain from sales of assets and liability	$	2,046,708

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NOTE 16: DISCONTINUED OPERATIONS: Schedule of Discontinued Operations - Asset and liabilities reflected (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Schedule of Discontinued Operations - Asset and liabilities reflected

		September 30, 2020		December 31, 2019
		(Unaudited)
Current asset of discontinued operations
Accounts receivable	$	-	$	315,843
Inventory		-		487,814
Loan receivable		-		5,000
Total current assets of discontinued operations	$	-	$	808,657
Noncurrent assets of discontinued operations
Other assets	$	-	$	50,534
Total noncurrent assets of discontinued operations	$	-	$	50,534
Current liabilities of discontinued operations
Accounts payable and accrued liabilities	$	916,086	$	552,577
Due to related party		-		1,526,603
Promissory note – related party note payable		-		1,046,926
Total current liabilities of discontinued operations	$	916,086	$	3,126,106

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NOTE 16: DISCONTINUED OPERATIONS: Summary of Results of Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Summary of Results of Discontinued Operations

		September 30, 2020		September 30, 2019
Net sales	$	5,097	$	37,463
Total expenses	$	1,935,278	$	2,826,412
Gain from sale of asset and liability	$	(2,046,708)	$	-
Other loss	$	87,383	$	-
Income (loss) from discontinued operations	$	29,144	$	(2,788,949)

The following is a summary of net cash provided by or use in operating activities, investing activities and financing activities for the assets and liabilities held for sale for the nine months ended September 30, 2020 and 2019:

		September 30, 2020		September 30, 2019
Income (loss) from discontinued operations	$	29,144	$	(2,788,949)
Adjustment of non-cash activities		(1,551,166)		3,158
Decrease (increase) in accounts receivable		315,843		(38,747)
Increase in inventory		(22,203)		(455,829)
Increase in accounts payable and accrued expenses		393,953		697,898
Net cash provided by (used in) operating activities	$	(834,429)	$	(2,582,469)
Net cash provided by (used in) investing activities	$	-	$	-
Net cash provided by (used in) financing activities	$	(65,000)	$	(78,916)

The following is a summary of the results of operations related to the assets and liabilities held for sale for the three months ended September 30, 2020 and 2019:

		September 30, 2020		September 30, 2019
Net sales	$	-	$	19,336
Total expenses (income)	$	(386,237)	$	714,288
Gain from sale of asset and liability	$	-	$	-
Other loss	$	-	$	-
Income (loss) from discontinued operations	$	386,237	$	(694,952)

The following is a summary of net cash provided by or use in operating activities, investing activities and financing activities for the assets and liabilities held for sale for the three months ended September 30, 2020 and 2019:

		September 30, 2020		September 30, 2019
Income (loss) from discontinued operations	$	386,237	$	(694,952)
Adjustment of non-cash activities		255,000		-
Increase in accounts receivable		-		(38,747)
Increase in inventory		-		(380,956)
Decrease in accounts payable and accrued expenses		(687,355)		(213,058)
Net cash provided by (used in) operating activities	$	(46,118)	$	(1,327,713)
Net cash provided by (used in) investing activities	$	-	$	-
Net cash provided by (used in) financing activities	$	-	$	(78,916)

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NOTE 17: COMMITMENT AND CONTINGENCIES: Summary of Right of Use Assets and Liabilities (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Summary of Right of Use Assets and Liabilities

Right-of-use assets	$	143,703
Lease liability obligations, current	$	53,072
Lease liability obligations, noncurrent		90,631
Total lease liability obligations	$	143,703
Weighted-average remaining lease term		2.58 years
Weighted-average discount rate		6%

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NOTE 17: COMMITMENT AND CONTINGENCIES: Summary of Lease Expenses (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Summary of Lease Expenses

The following table summarizes the lease expense for the nine months ended September 30, 2020 and 2019:

		September 30, 2020		September 30, 2019
Operating lease expense	$	18,852*	$	-
Short-term lease expense		15,313		28,709
Total lease expense	$	34,165	$	28,709

The following table summarizes the lease expense for the three months ended September 30, 2020 and 2019:

		September 30, 2020		September 30, 2019
Operating lease expense	$	14,139*	$	-
Short-term lease expense		4,855		6,879
Total lease expense	$	18,994	$	6,879

*The first lease payment was made and adjusted in preacquisition cost.

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NOTE 17: COMMITMENT AND CONTINGENCIES: Schedule of Future Minimum Rental Payments for Operating Leases (Tables)

9 Months Ended

Sep. 30, 2020

Tables/Schedules

Schedule of Future Minimum Rental Payments for Operating Leases

Remainder of 2020	$	14,139
2021		57,684
2022		59,416
2023		20,000
Total minimum payments		151,239
Less: amount representing interest		(7,536)
Total	$	143,703

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NOTE 2: ACQUISITION OF SAPPHIRE BIOTECH, INC.: Schedule of consideration paid (Details)	Sep. 30, 2020 USD ($)
Details
Consideration paid for Sapphire Biotech - Cash and cash equivalents	$ 79,814
Consideration paid for Sapphire Biotech - Property and equipment, net	20,533
Consideration paid for Sapphire Biotech - In process R&D	7,800,000
Consideration paid for Sapphire Biotech - Goodwill	2,458,233
Consideration paid for Sapphire Biotech - Security deposit	12,785
Consideration paid for Sapphire Biotech - Total asset acquired	10,371,365
Consideration paid for Sapphire Biotech - Accrued expenses and other current liabilities	5,767
Consideration paid for Sapphire Biotech - Deferred taxes liability	2,340,000
Consideration paid for Sapphire Biotech - Notes Payable including convertible and discount on conversion	519,598
Consideration paid for Sapphire Biotech - Total liabilities assumed	2,865,365
Consideration paid for Sapphire Biotech - Net assets acquired	$ 7,506,000

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NOTE 4: GOING CONCERN (Details) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Details
Accumulated deficit	$ (39,453,365)		$ (35,440,042)
Net cash provided by (used in) operating activities from continuing operations	(1,757,737)	$ (1,047,442)
Net cash provided by (used in) operating activities from discontinued operations	$ (834,429)	$ (2,582,469)

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Property and equipment: Schedule of property and equipment relating to continuing operations (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Details
Equipment of continuing operations	$ 123,632	$ 16,780
Less: accumulated depreciation	25,188	14,543
Property, Plant and Equipment, Net	$ 98,444	$ 2,237

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Intangible Assets: Schedule of intangible assets (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Details
Goodwill	$ 2,458,233	$ 0
Research in progress	7,800,000	0
Finite-Lived Intangible Assets, Gross	10,258,233	0
Intangible assets of discontinued operations	0	715,432
Less: accumulated amortization and impairment	0	664,898
Intangible Assets, Net (Including Goodwill)	$ 0	$ 50,534

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements: Schedule of Fair Value Hierarchy for Financial Instruments (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Fair Value, Inputs, Level 1
Marketable Securities	$ 0	$ 213,745
Fair Value, Inputs, Level 2
Marketable Securities	0	0
Fair Value, Inputs, Level 3
Marketable Securities	0	0
Fair Value, Inputs, Level 1, 2 and 3
Marketable Securities	$ 0	$ 213,745

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NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Research and Development (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Details
Research and development expenses	$ 109,139	$ 0	$ 235,431	$ 0

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NOTE 6: PREPAID EXPENSES: Schedule of Prepaid Expenses (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Prepaid expenses	$ 327,802	$ 77,606
Prepaid insurance
Prepaid expenses	71,040	67,734
Prepaid raw material/inventory
Prepaid expenses	$ 256,762	$ 9,872

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NOTE 6: PREPAID EXPENSES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Details
Amortization of Prepaid Expenses	$ 78,503	$ 29,105	$ 146,583	$ 79,299

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NOTE 12: CONVERTIBLE NOTES PAYABLE: Schedule of Convertible Notes Payable, Shareholder (Details) - Convertible notes payable due to shareholder - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Debt Instrument, Face Amount	$ 0	$ 45,000
Accrued interest	0	5,578
Convertible note payable, net	$ 0	$ 50,578

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NOTE 12: CONVERTIBLE NOTES PAYABLE: Schedule of Convertible Note Payable of Related Party (Details) - Convertible notes payable of related party - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Debt Instrument, Face Amount	$ 4,000,000	$ 4,000,000
Interest Payable, Current	123,648	93,333
Convertible note payable, net	$ 4,123,648	$ 4,093,333

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NOTE 14: STOCKHOLDERS' DEFICIT (Details) - shares	Sep. 30, 2020	Dec. 31, 2019
Common Stock, Shares Authorized	300,000,000	300,000,000
Common Stock, Shares, Issued	125,196,970	64,854,539
Common Stock, Shares, Outstanding	125,196,970	64,854,539
Preferred Stock
Preferred Stock, Shares Authorized	5,000,000	5,000,000

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NOTE 15: STOCK OPTIONS: Schedule of options under Stock Option Plan (Details) - Common stock issued to employees and consultants under a stock option plan	Sep. 30, 2020 $ / shares shares
Number Outstanding | shares	7,000,000
Weighted Average Remaining Contractual Life (Years)	9 years
Weighted Average Exercise Price ($) | $ / shares	$ 0.34
Number Exercisable | shares	4,596,895
Weighted Average Exercise Price ($) | $ / shares	$ 0.34

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NOTE 15: STOCK OPTIONS: Schedule of Stock Option Activity (Details) - Option activity	9 Months Ended
	Sep. 30, 2020 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | shares	2,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 0.75
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares	5,000,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares	$ 0.17
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | shares	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ / shares	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | shares	7,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares	$ 0.34

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NOTE 17: COMMITMENT AND CONTINGENCIES: Summary of Lease Expenses (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2020		Sep. 30, 2019	Sep. 30, 2020		Sep. 30, 2019
Details
Operating lease expense	$ 14,139	[1]	$ 0	$ 18,852	[1]	$ 0
Short-term lease expense	4,855		6,879	15,313		28,709
Total lease expense	$ 18,994		$ 6,879	$ 34,165		$ 28,709

[1] The first lease payment was made and adjusted in preacquisition cost.