Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Mar. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 0-20791 | |
Entity Registrant Name | AMARILLO BIOSCIENCES INC | |
Entity Central Index Key | 0001014763 | |
Entity Incorporation, State or Country Code | TX | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Public Float | $ 3,791,891 | |
Entity Common Stock, Shares Outstanding | 42,066,172 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 22,245 | $ 409,039 |
Inventory | 3,024 | 4,131 |
Prepaid expense and other current assets | 51,144 | 32,124 |
Total current assets | 76,413 | 445,294 |
Patents, net | 180,628 | 146,263 |
Property and equipment, net | 3,249 | 5,069 |
Total assets | 260,290 | 596,626 |
Current liabilities: | ||
Accounts payable and accrued expenses | 145,567 | 208,727 |
Advances from investors | 0 | 100,000 |
Convertible notes payable | 953,001 | 444,581 |
Total current liabilities | 1,098,568 | 753,308 |
Total liabilities | 1,098,568 | 753,308 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.01 par value: authorized shares - 10,000,000, issued and outstanding shares - 0 at December 31, 2020 and December 31, 2019 | 0 | 0 |
Common stock, $0.01 par value: authorized shares - 100,000,000, issued and outstanding shares - 42,066,172 and 40,516,351 at December 31, 2020 and 2019, respectively | 420,662 | 405,164 |
Additional paid-in capital | 4,961,315 | 4,207,786 |
Accumulated deficit | (6,220,255) | (4,769,632) |
Total stockholders' equity (deficit) | (838,278) | (156,682) |
Total liabilities and stockholders' equity (deficit) | $ 260,290 | $ 596,626 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 42,066,172 | 40,516,351 |
Common stock, shares outstanding | 42,066,172 | 40,516,351 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 16,563 | $ 11,731 |
Cost of revenues | (11,277) | (8,772) |
Gross margin | 5,286 | 2,959 |
Operating expenses: | ||
Research and development expenses | 389 | 52,510 |
Selling, general and administrative expenses | 1,445,332 | 1,530,862 |
Total operating expenses | 1,445,721 | 1,583,372 |
Operating loss | (1,440,435) | (1,580,413) |
Other income (expense): | ||
Interest expense, net | (10,188) | (885) |
Net loss | $ (1,450,623) | $ (1,581,298) |
Basic and diluted net loss per average share available to common shareholders | $ (.04) | $ (0.04) |
Weighted average common shares outstanding - basic and diluted | 40,730,934 | 39,896,388 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2018 | 0 | 39,117,524 | |||
Beginning balance, amount at Dec. 31, 2018 | $ 0 | $ 391,175 | $ 3,527,238 | $ (3,188,334) | $ 730,079 |
Issuance of stock for compensation, shares | 231,675 | ||||
Issuance of stock for compensation, amount | $ 2,317 | 67,183 | 69,500 | ||
Issuance of common stock for cash, shares | 615,000 | ||||
Issuance of common stock for cash, amount | $ 6,150 | 123,850 | 130,000 | ||
Issuance of stock for debt, shares | 552,152 | ||||
Issuance of stock for debt, amount | $ 5,522 | 94,478 | 100,000 | ||
Warrant expense | 37,984 | 37,984 | |||
Option expense | 357,053 | 357,053 | |||
Net loss | (1,581,298) | (1,581,298) | |||
Ending balance, shares at Dec. 31, 2019 | 0 | 40,516,351 | |||
Ending balance, amount at Dec. 31, 2019 | $ 0 | $ 405,164 | 4,207,786 | (4,769,632) | (156,682) |
Issuance of stock for compensation, shares | 1,149,821 | ||||
Issuance of stock for compensation, amount | $ 11,498 | 283,192 | 294,690 | ||
Issuance of stock for subscriptions, shares | 400,000 | ||||
Issuance of stock for subscriptions, amount | $ 4,000 | 96,000 | 100,000 | ||
Warrant expense | 11,585 | 11,585 | |||
Option expense | 362,752 | 362,752 | |||
Net loss | (1,450,623) | (1,450,623) | |||
Ending balance, shares at Dec. 31, 2020 | 0 | 42,066,172 | |||
Ending balance, amount at Dec. 31, 2020 | $ 0 | $ 420,662 | $ 4,961,315 | $ (6,220,255) | $ (838,278) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from Operating Activities | ||
Net loss | $ (1,450,623) | $ (1,581,298) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 14,698 | 22,241 |
Stock issued for compensation | 150,440 | 0 |
Warrant expense | 11,585 | 37,984 |
Option expense | 362,752 | 357,053 |
Changes in operating assets and liabilities: | ||
Inventory | 1,107 | (4,131) |
Prepaid expense and other current assets | (19,020) | (5,544) |
Accounts payable and accrued expenses | 419,618 | 261,674 |
Accrued interest - related party | 9,892 | 2,545 |
Net cash used in operating activities | (499,551) | (909,476) |
Cash flows from Investing Activities | ||
Investment in patents | (7,243) | (11,469) |
Capital expenditures | 0 | (1,638) |
Net cash used in investing activities | (7,243) | (13,107) |
Cash flows from Financing Activities | ||
Proceeds from private placement offering, net | 0 | 125,048 |
Proceeds from convertible note payable - related party | 120,000 | 0 |
Repayment on convertible note payable - related party | 0 | (70,080) |
Net cash provided by financing activities | 120,000 | 54,968 |
Net change in cash | (386,794) | (867,615) |
Cash and cash equivalents at beginning of period | 409,039 | 1,276,654 |
Cash and cash equivalents at end of period | 22,245 | 409,039 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 855 | 903 |
Non-Cash Transactions | ||
Stock issued for accrued liabilities | 104,250 | 69,500 |
Stock issued for subscription | 100,000 | 0 |
Conversion of debt to common stock | 0 | 100,000 |
Stock issued for patent costs | 40,000 | 0 |
Stock issued for advances from investors | $ 0 | $ 100,635 |
1. Organization and Summary of
1. Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Business Amarillo Biosciences, Inc. (the "Company" or "the Company"), is a diversified healthcare company engaged in the discovery and development of pharmaceutical and biotech products. The Company is a Texas corporation which was formed in 1984. The Company primarily operates through three divisions: Pharmaceutical, Medical and Consumer. The Pharmaceutical division leverages our data library by applying the Company's experience in the use of low-dose non-injectable interferon (IFN) for the treatment of neoplastic, viral, and fibrotic diseases. The Company seeks to engage in patent licensing and commercialization opportunities with global partners. The Medical division is focused on medical devices and developing technology to treat metabolism related diseases such as Type 1 and Type 2 diabetes in Asia. The Consumer division includes a range of nutraceutical and food supplement products that utilize a liposomal delivery system. The Company currently has offices in the United States and Taiwan. The Company operates in Taiwan under the name AMARILLO BIOSCIENCES, INC. TAIWAN BRANCH. Going Concern These financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP), on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has not yet achieved operating income, and its operations are funded primarily from debt and equity financings. However, losses are anticipated in the ongoing development of its business and there can be no assurance that the Company will be able to achieve or maintain profitability. The continuing operations of the Company and the recoverability of the carrying value of assets is dependent upon the ability of the Company to obtain necessary financing to fund its working capital requirements, and upon future profitable operations. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. There can be no assurance that capital will be available as necessary to meet the Company’s working capital requirements or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected and the Company may cease operations. These factors raise substantial doubt regarding our ability to continue as a going concern. Fair Value of Financial Instruments Under the Financial Account Standards Board Accounting Standards Codification (“FASB ASC”), we are permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with Fair Value Measurement Topic of the FASB ASC, we implemented guidelines relating to the disclosure of our methodology for periodic measurement of our assets and liabilities recorded at fair market value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. Our Level 1 assets and liabilities primarily include our cash and cash equivalents. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. The carrying amounts of accounts receivable, prepaid expense, accounts payable, accrued liabilities, advances from investors, and notes payable approximate fair value due to the immediate or short-term maturities of these financial instruments. Stock-Based Compensation Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation Cash and Cash Equivalents The Company classifies investments as cash equivalents if the original maturity of an investment is three months or less. Revenue Recognition The Company's primary source of revenue is the sale of products within three business units: the Medical, Pharmaceutical, and Consumer Product Divisions. The Medical division periodically provides medical equipment to metabolism treatment centers in Taiwan and Hong Kong. The Consumer Product division provides nutraceuticals and food supplements in Asian markets. Revenues are recognized for both these revenue streams when an agreement is in place, the price is fixed, title for product passes to the customer or services have been provided and collectability is reasonably assured, which is generally upon delivery to the customer. Revenues are recorded net of sales taxes. The Pharmaceutical Division is currently seeking to leverage the Company's intellectual property and core technology, low-dose non-injectable interferon, to expand treatment of the aforementioned neoplastic, viral, and fibrotic diseases as well as other potential indications. Revenue recognized during the year ended December 31, 2020 and 2019 was generated by the Consumer Product division Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no material accounts receivable and no allowance at December 31, 2020 or 2019. Inventory Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The Company continually assesses the appropriateness of inventory valuations giving consideration to slow-moving, non-saleable, out-of-date or close-dated inventory. Property and Equipment Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the two to seven year estimated useful lives of the assets. Patents and Patent Expenditures The Company holds patent license agreements and maintains patents that are owned by the Company. All patent license agreements remain in effect over the life of the underlying patents. Accordingly, the patent license fee is being amortized over the estimated life of the patent using the straight-line method. Patent fees and legal fees associated with the issuance of new owned patents are capitalized and amortized over the estimated 15 to 20 year life of the patent. The Company continually evaluates the amortization period and carrying basis of patents to determine whether subsequent events and circumstances warrant a revised estimated useful life or impairment in value. No patent costs were written off for the years ended December 31, 2020, or December 31, 2019. Long-lived Assets Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. No impairment losses have been recorded since inception. Income Taxes The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. Research and Development Research and development costs are expensed as incurred. During the years ended December 31, 2020, and December 31, 2019, the Company incurred $40,389 of which $40,000 was paid in stock and $389 in cash and $52,510, respectively, in expenses towards research activities associated with the development of its proprietary pulsatile infusion treatment. Other than corporate administrative and professional accounting fees related to maintaining public listing requirements, a significant portion, if not all, of the Company’s Selling, General & Administrative expenss were also allocated towards the research and development of the Company’s proprietary pulsatile insulin treatment. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basic and Diluted Net Income (Loss) Per Share As of December 31, 2020, potentially dilutive shares of 678,726 are not included in the calculation of fully diluted net loss per share as the effect with a net loss would be antidilutive. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash. The Company has cash balances in a single U.S. financial institution which, from time to time, could exceed the federally insured limit of $250,000. The Company maintains multiple accounts in its Taiwan Branch office which help to mitigate risk. As of December 31, 2020, cash held in Taiwan accounts amounted to $3,671. No loss has been incurred related to the aforementioned concentration of cash. Recent Accounting Pronouncements Recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
2. Property, Equipment and Soft
2. Property, Equipment and Software, net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software, net | Property, equipment and software are stated at cost less accumulated depreciation and consist of the following at December 31, 2020 and 2019: 2020 2019 Furniture and equipment $ 94,625 $ 94,625 Automobiles 4,912 4,912 Software 8,012 8,012 107,549 107,549 Less: accumulated depreciation (104,300 ) (102,480 ) Property, equipment and software, net $ 3,249 $ 5,069 Depreciation expense amounted to $1,820 for the year ended December 31, 2020 and $10,579 for the year ended December 31, 2019 and is included in selling, general and administrative expenses. |
3. Patents, net
3. Patents, net | 12 Months Ended |
Dec. 31, 2020 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Patents, net | Patents are stated at cost less accumulated amortization and consist of the following at December 31, 2020 and 2019: 2020 2019 Patents $ 245,898 $ 198,655 Less: accumulated amortization (65,270 ) (52,392 ) Patents, net $ 180,628 $ 146,263 Amortization expense amounted to $12,878 for the year ended December 31, 2020 and $11,662 December 31, 2019 respectively, and is included in selling, general and administrative expenses. Estimated future amortization expense is as follows: 2020 12,435 2021 11,222 2022 10,818 2023 10,818 2024 10,818 Thereafter 124,517 Total expense $ 180,628 |
4. Convertible Notes Payable
4. Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | As of December 31, 2020 and 2019, convertible notes payable consisted of the following: Note #. Conversion Rate Interest Rate December 31, 2020 Principal Amount December 31, 2019 Principal Amount Note 1 Chen $ 0.1680 0.75 % $ 114,026 $ 114,026 Note 2 Chen $ 0.1875 0.65 % $ 262,500 $ 262,500 Note 3.19 Chen $ 0.2500 1.85 % $ 39,620 $ 39,620 Note 4.19 Chen $ 0.2500 1.61 % $ 14,879 $ 12,435 Note 5.19 i2China $ 0.2500 1.85 % $ 16,000 $ 16,000 Note 6.20 Chen $ 0.2500 1.85 % $ 216,600 $ Note 7.20 Chen $ 0.2500 1.60 % $ 23,366 $ Note 8.20a i2China $ 0.2500 1.85 % $ 48,000 $ Note 8.20b i2China $ 0.2500 1.85 % $ 84,000 $ Note 9.21 - Chen N/A 0.13 % $ 134,010 $ Total Convertible Notes Related Party $ 953,001 $ 444,581 The notes are unsecured and are due on demand. All shares issued on conversion are to be restricted subject to Rule 144 promulgated under the U.S. Securities Act of 1933. The Company may prepay the notes in whole or in part at any time without penalty. The convertible notes due to Dr. Chen are related party notes. See footnote 5. |
5. Related Party Transactions
5. Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | As discussed in Note 4, as of December 31, 2020 and 2019, the Company has convertible notes payable of $953,001 and $444,581, respectively. Interest expense related to these notes for 2020 and 2019 was $9,892 and $4,094, respectively. Dr. Chen is an officer and Director of the Company. Furthermore, he beneficially owns over 10% of the issued and outstanding stock. Dr. Chen is, therefore, considered a related party. The total related party promissory notes for 2020, were $805,001 as compared to $428,581 in 2019. |
6. Common Stock
6. Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Common Stock | The shareholders have authorized 100,000,000 shares of voting common shares for issuance. On December 31, 2020, a total of 50,783,942 shares of common stock were either issued (42,066,172), reserved for conversion of convertible debt to stock (3,608,153), held for future exercise of stock options (4,657,000)12 and warrants (452,617). On January 6, 2020, 400,000 shares were issued at the price of $0.25 per share for the investment of $100,000 in the Company’s2019-2 Private Placement Stock Offering. The investment funds were received on December 31, 2019. On October 1, 2020, 100,000 shares were issued to UHO Wellness Corporation (UHO) pursuant to a stock for services agreement executed by the Company and UHO on February 13, 2020. The shares were issued at $0.22 per share for preparation and submission of a Taiwan patent application for the Company’s SMART technology. On December 1, 2020, the Company issued 100,000 shares at $0.18 per share to UHO when the aforementioned patent was issued. Issuance of the patent and payment of the shares signified fulfillment of the agreement. 12 of the total options granted (4,657,000), 1,912,800 are vested as of December 31, 2020. On December 30, 2020, 54,780 common shares were issued to the Company’s legal consultant as part of the engagement contract for services for the fiscal year 2019. The total amount of the stock was $14,440. Also on December 30, 2021, 158,528 shares were issued to the Company’s executive consultant for advisory services rendered as part of the engagement contract for 2019 and 2020. The total amount of the stock was $42,000. On December 30, 2020, Dr. Stephen T. Chen, Ph.D., CEO, received 651,701 as compensation in the amount of $175,000 for 2019 and 2020. Also on December 30, 2020, Bernard Cohen, VP, received 78,203 shares as compensation of $21,000 for 2019 and 2020. Dr. Celee Spidel, former Medical Liaison, received 6,304 common shares for compensation of $2,250 for 2019 On May 11, 2020, the Company Board of Directors unanimously approved a Consent Resolution enacting the 2020-1 Private Placement Memorandum and Subscription of Non-Distributive Intent (PPM Offering) (2020-1 Private Placement Package). The offering was approved for the sale of a maximum of 5,208,334 shares to raise an aggregate amount not to exceed $1,000,000. The stated use of proceeds was for commercialization of technologies and application of funds to operating expenses as necessary. The offering was to be completed not later than July 31, 2020. On November 30, 2020, the Company Board of Directors approved the extension of the 2020-1 Private Placement Package until March 31, 2021. With the exception of the new closing date, all terms and conditions of the 2021-1 Private Placement Package remain the same as disclosed in the previous paragraph. On December 18, 2020, the Company Board of Directors approved an increase in the amount of authorized shares for issuance from 100 million common shares to 300 million common shares contingent upon transaction close of the Securities Purchase Agreement with Ainos, Inc. Pursuant to this Agreement, the Company will acquire Patent Assets by issuing 100,000,000 shares of common stock valued at $0.20 to Ainos, Inc. The Company did not pay any dividends to its common stock shareholders in 2020 and has no plans to do so in the immediate future. Amarillo Biosciences, Inc. uses the services of American Stock Transfer and Trust Company as the Company’s transfer agent. |
7. Preferred Stock
7. Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Preferred Stock | The shareholders have authorized 10,000,000 shares of preferred stock shares for issuance. No Preferred Equity was outstanding as of December 31, 2020 and 2019 and none is outstanding as of the date of this report. |
8. Stock Option and Stock Plans
8. Stock Option and Stock Plans | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option and Stock Plans | On September 26, 2018, the Company’s Board of Directors adopted the Amarillo Biosciences, Inc., 2018 Employee Stock Option Plan (the “2018-ESOP”). The 2018-ESOP provides for the grant of Qualified Incentive Stock Options to the Company’s employees. The Board, in its adoption of the 2018-ESOP, directed the Officers to submit the 2018-ESOP to the shareholders for ratification and approval at the next scheduled shareholders meeting. Failure of the ratification and approval of the 2018-ESOP within one year of the effective date renders the qualified options to become nonqualified options for purposes of the U.S Internal Revenue Code. The 2018-ESOP is administered by the Board of Directors of the Company or by a committee of directors appointed by the Board of Directors of the Company (the “Stock Option Committee”) as constituted from time to time. The maximum number of shares of Common Stock which may be issued under the 2018-ESOP is six million (6,000,000) common stock shares which will be reserved for issuance subject to options. The option price per share of Common Stock deliverable upon the exercise of an Incentive Stock Option is 100% of the fair market value of a share of Common Stock on the date the Incentive Stock Option is granted. The option price is $0.38 per share and the options are exercisable during a period of ten (10) years from the date of grant, where the options vest 20% annually over five (5) years, commencing one (1) year from date of grant. If an option grantee owns or controls over ten percent (10%) of the outstanding stock, then pursuant to Section 424(d) of the Code, the option price becomes 110% of fair market value, $0.418; the term of exercise becomes five (5) years from ten (10); and the vesting period decreases from five (5) years to four (4) years. Since approval of the “2018-ESOP” on September 26, 2018 through the date this document was filed, no stockholders meeting has been convened. As a result of the stockholders not having ratified the “2018-ESOP”, the qualified options automatically became non-qualified options on September 26, 2019. All other terms and conditions of the plan remain the same. On September 26, 2018, the Company’s Board of Directors adopted the Amarillo Biosciences, Inc., 2018 Officers, Directors, Employees, and Consultants Nonqualified Stock Option Plan (the “2018-NQSOP”). The 2018-NQSOP provides for the grant of Nonqualified Incentive Stock Options to the Company’s employees. The 2018-NQSOP is administered by the Board of Directors of the Company or by the Stock Option Committee as constituted from time to time. The maximum number of shares of Common Stock which may be issued under the 2018-NQSOP is twenty million (20,000,000) common stock shares which will be reserved for issuance subject to options. The option price for the Nonqualified Options is $0.38 exercisable for a period of ten (10) years, with a vesting period of five (5) years at 20% per year commencing one (1) year from date of grant. There are no changes in terms or conditions for shareholders who own or control over ten percent (10%) of the outstanding stock. On December 18, 2020, the Board of Directors approved the termination of the 2008 Stock Incentive Plan that was previously approved by the board on May 23, 2008 and replaced with the 2018 company stock option plans that were adopted on September 26, 2018. Equity Compensation Plan Information: Stock Plans 1 Issue Date Range Total Shares Authorized Shares Issued Shares Remaining Amarillo Biosciences, Inc., 2018 Employee Stock Option Plan , 2 9/26/18 – 9/26/28 6,000,000 850,000 5,150,000 Amarillo Biosciences, Inc., 2018 Officers, Directors, Employees, and Consultants Nonqualified Stock Option Plan 9/26/18 – 9/26/28 20,000,000 3,807,000 16,193,000 _______________ 1 2 Whether qualified or nonqualified, when options are exercised, the Company Common Stock shares will be issued pursuant to Rule 144A meaning that the shares cannot be traded or otherwise exchanged for a minimum period of six months from issue date. A summary of option activity for the years ended December 31, 2019 and December 31, 2020 are presented below. Date Number of Options 1 Qualified * Number of Options Nonqualified Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance December 31, 2018 950,000 3,995,000 $ 0.38 9 years Exercised Expired or Forfeited 100,000 188,000 $ 0.38 Balance December 31, 2019 850,000 3,807,000 $ 0.38 8 years Granted 2020 Exercised Expired or Forfeited $ 0.38 Balance December 31, 2020 850,000 3,807,000 $ 0.38 7 years Vested as of December 31, 2020 390,000 1,522,800 $ 0.38 7 years ● There is one stock owner over 10% currently holding 500,000 qualified options. The exercise price for this option-holder would be $0.418 with an exercise period of 5 years and a vesting period of 4 years at 25% per year. ● 1 Insomuch as the plan was not ratified by stockholders, the qualified options became non-qualified on September 26, 2019. These totals remain separated since the two different plans are still in existence. The Company used the Black-Scholes option pricing model to value the option awards with the following assumptions applied: (1) Volatility – 276%; (2) Term – 5 years was chosen although the full option term is 10 years to be more commensurate with the 5-year vesting portion of the plan; (3) Discount – 2.96%. As of December 31, 2020, there is $924,180 in unrecognized option expense that will be recognized over the next 2.75 years. Directors, officers, employees and consultants did not exercise any options in 2019 or 2020. |
9. Warrants
9. Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | On November 30, 2020, the Company’s Board of Directors approved an extension of the consulting agreement and pre-existing warrant certificate between the Company and i2China Management Group, LLC, originally dated April 15, 2018. The warrant is effective from November 25, 2020, until November 25, 2025 at 5:00 P.M. Central Standard Time. The warrant entitles the consultant to purchase 452,617 shares of common stock at an exercise price of $0.27 per share. The warrant was valued at $70,608 and will be expensed over sixty (60) months. The Company used the Black-Scholes option pricing model to value the warrants with the following assumptions applied: (1) Volatility – 201%; (2) Term – 5 years (3) Discount Rate –.39%. No warrants were exercised in 2020 or 2019. |
10. Income Taxes
10. Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income tax expense (benefit) attributable to income from continuing operations differed from the amounts computed by applying the U.S. Federal income tax of 21% to pretax income from continuing operations as a result of the following: December 31, 2020 December 31, 2019 Provision (benefit) at statutory rate $ (305,000 ) $ (332,000 ) Permanent differences 80,000 85,000 Change in valuation allowance 225,000 247,000 $ $ The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2020 and 2019, are presented below: December 31, 2020 December 31, 2019 Deferred tax assets: Net operating loss carryforward $ 3,725,000 $ 5,239,000 Deferred tax assets 3,725,000 5,239,000 Deferred tax liabilities: Net deferred tax assets 3,725,000 5,239,000 Valuation allowance (3,725,000 ) (5,239,000 ) $ $ At December 31, 2020, the Company has estimated net operating loss carryforwards of approximately $24,948,000 for federal income tax purposes expiring in 2021 through 2040. The ability of the Company to utilize these carryforwards may be difficult and directly dependent upon many factors outside of the Company’s control, including, but not limited to, changes in the legal and regulatory framework and the operational and corporate structure of the Company and shareholders, or sales or transfers of stock by or among shareholders. For example, if the Company has experienced a change of control as defined in the relevant provisions of the IRC,13 the use of any existing tax attributes could be severely limited. The Company does not believe the reorganization has or will impair any tax attributes; however, obtaining value from the tax attributes is a function of the Company’s return to profitable operations and the timeframe of that return. While we believe it is possible, there is no assurance that the Company will return to profitability in the future. As of December 31, 2020, the Company had open tax years of 2020, 2019 and 2018 which are subject to examination by tax authorities. |
11. Commitments and Contingenci
11. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Lease commitment Our executive and administrative offices are located at 4134 Business Park Drive, Amarillo, Texas in a 1,800 square-foot leased facility. The lease term, which is a semi-annual renewal, begins on January 1 of the calendar year and expires on June 30 of the calendar year. The lease automatically renews on July 1 of the calendar year if termination notice is not given to lessor. The rent in effect on December 31, 2020 was $1,315 per month. The renewed lease for the period January 1, 2021, through March 31, 2021, has a rent cost of $1,315 per month. The monthly lease for a similarly sized office in Taiwan was $2,548 per month or $30,579 annually for a twelve-month lease. 13 See 26 U.S.C. § 382 (known as Section 382 of the IRC) and related regulations. Litigation The Company is not a party to any litigation and is not aware of any pending litigation or unasserted claims or assessments as of December 31, 2020. Officer Compensation On January 1, 2021, the Company entered into new employment contracts with Stephen T Chen, the Company’s Chairman, CEO, President, and CFO; and with Bernard Cohen, the Company’s Vice-President of Administration. These new contracts replace the previous contracts which expired on December 31, 2020. The new contracts began January 1, 2021, and extend through March 31, 2021, at which time each contract expires. The job descriptions, duties, titles, benefits, and compensation amounts are identical or proportionate to the expired employment agreements. Compensation for Dr. Chen is set at $20,000 per month (an annual rate of $240,000) in cash, payable bi-monthly, and $8,333.33 monthly (an annual rate of $100,000) payable in shares of the Company’s unregistered, voting common stock. Compensation for Mr. Cohen is set at $70,000 per annum in $5,833.33 cash payable bi-monthly (based on the annual amount of $70,000), and $1,000 payable monthly (annualized at $12,000), payable in shares of the Company’s unregistered, voting common stock. The contracts provide that the Employee shall devote his entire productive time, ability, attention and energies to the business of the Company. In addition, the contracts protect the property rights of the Company, including inventions and other intellectual property, trade secrets, and proprietary information. The contracts also prohibit Employees from competing directly or indirectly with the business of the Company or its controlled subsidiaries, both during the term of the contracts, and continuing for a period. |
12. Subsequent Events
12. Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | On January 1, 2021, the Company issued Note #10.21 for deferred compensation to Dr. Stephen T. Chen, Chairman, CEO, President, and CFO, in the amount of $54,150, the maximum amount of cash compensation that could be deferred for 2021. The Note is payable on April 1, 2021, and bears interest at the AFR14 short-term rate of 1.85%. The note is an advancing note with a maximum limit of $54,150 whereby the Company promises to repay the aggregate Principal Amount advanced to date up to the stated maximum amount at Maturity. The Company may request and the payee shall advance up to $9,025 on the 15th and last day of each month until the note matures. The Note may be convertible in whole or in part at a conversion price of $0.25 per share into Amarillo Biosciences, Inc., Common voting stock. All shares issued are to be restricted subject to Rule 144 promulgated under the U.S. Securities Act of 1933. The Company may prepay the Note in whole or in part at any time without penalty. On January 1, 2021, the Company issued Note #11.21 for deferred compensation to i2China Management Group, LLC in the amount of $33,000, the maximum amount of cash compensation that could be deferred in 2021. The Note is payable on April 1, 2021, and bears interest at the AFR15 short-term rate of 1.85%. The note is an advancing note with a maximum limit of $33,000 whereby the Company promises to repay the aggregate Principal Amount advanced to date up to the stated maximum amount at Maturity. The Company may request and the payee shall advance up to $11,000 on the last day of each month until the note matures. The Note may be convertible in whole or in part at a conversion price of $0.25 per share into Amarillo Biosciences, Inc., Common voting stock. All shares issued are to be restricted subject to Rule 144 promulgated under the U.S. Securities Act of 1933. The Company may prepay the Note in whole or in part at any time without penalty. 14 Applicable Federal Rate 15 Applicable Federal Rate On January 1, 2021, the Company issued Note #9.21 to Dr. Chen which reduced to writing the various working capital advances through December 2020, and became the ongoing record to track future working capital advances through the Note’s maturity date of April 14, 2021. The maximum aggregate value of Note #9.21 is $325,000 and carries an AFR interest rate of 0.13%. The Company may request in writing, as needed, an advance of funds, not to exceed the specified maximum amount, and the payee shall advance the requested amount until Maturity. Following is a complete list of Convertible Notes Payable issued by the Company as of December 31, 2020, and subsequent to that Balance Sheet Date. Note #. Conversion Rate Interest Rate 16 December 31, 2020 Principal Amount 17 December 31, 2019 Principal Amount Note 1 Chen $ 0.1680 0.75 % $ 114,026 $ 114,026 Note 2 Chen $ 0.1875 0.65 % $ 262,500 $ 262,500 Note 3.19 Chen $ 0.2500 1.85 % $ 39,620 $ 39,620 Note 4.19 Chen $ 0.2500 1.61 % $ 14,879 $ 12,435 Note 5.19 i2China $ 0.2500 1.85 % $ 16,000 $ 16,000 Note 6.20 Chen $ 0.2500 1.85 % $ 216,600 $ Note 7.20 Chen $ 0.2500 1.60 % $ 23,366 $ Note 8.20a i2China18 $ 0.2500 1.85 % $ 48,000 $ Note 8.20b i2China19 $ 0.2500 1.85 % $ 84,000 $ Note 9.21 - Chen20 N/A 0.13 % $ 236,905 $ Note 10.21 - Chen $ 0.2500 1.85 % $ 59,025 $ Note 11.21 i2China $ 0.2500 1.85 % $ 37,000 $ Total Convertible Notes Related Party $ 1,151,921 $ 444,581 16 Interest on all Related Party notes is assessed using the short-term or medium-term Applicable Federal Rate (AFR). Applicable Federal Rate is-the 17 The balances in this column represent the principal of the outstanding notes payable. The principal balance of each note and accrued interest through December 31, 2020, is as follows: (1) $119,221; (2) $271,092; (3.19) $42,622; (4.19) $15,443; (5.19) $17,182; (6.20) $224,120; (7.20) $24,014; (8.20a) $48,702; (8.20b) $85,937; (9) $237,231; (10.21) $59,203; (11.21) $37,107. 18 On November 30, 2020, the Company’s Board of Directors approved an extension of the consulting agreement and pre-existing warrant certificate between the Company and i2China Management Group, LLC, originally dated April 15, 2018. Compensation stated in the updated agreement increased the monthly retainer from $8,000 to $15,000 per month retroactive to January 1, 2020. The retainer increase was $7,000 per month and was retroactively deferred and added to Convertible promissory note #8.20. The retroactive retainer totaled $84,000 and was added to the unpaid balance of the note, $48,000, bringing the total unpaid balance as of December 31, 2020 to $132,000. 19 Note 8.20b is the retroactive retainer. The total indebtedness for Note 8.20 (8.20a + 8.20b) is $132,000; including the accrued interest, the total indebtedness is $134,037. 20 Dr. Chen loaned operating funds to the Company in 2020 on an open-ended basis. Note 9.21was issued in 2021. The note is not convertible and interest will be accrued at the short-term AFR rate. |
1. Organization and Summary o_2
1. Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization and Business | Amarillo Biosciences, Inc. (the "Company" or "the Company"), is a diversified healthcare company engaged in the discovery and development of pharmaceutical and biotech products. The Company is a Texas corporation which was formed in 1984. The Company primarily operates through three divisions: Pharmaceutical, Medical and Consumer. The Pharmaceutical division leverages our data library by applying the Company's experience in the use of low-dose non-injectable interferon (IFN) for the treatment of neoplastic, viral, and fibrotic diseases. The Company seeks to engage in patent licensing and commercialization opportunities with global partners. The Medical division is focused on medical devices and developing technology to treat metabolism related diseases such as Type 1 and Type 2 diabetes in Asia. The Consumer division includes a range of nutraceutical and food supplement products that utilize a liposomal delivery system. The Company currently has offices in the United States and Taiwan. The Company operates in Taiwan under the name AMARILLO BIOSCIENCES, INC. TAIWAN BRANCH. |
Going Concern | These financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP), on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has not yet achieved operating income, and its operations are funded primarily from debt and equity financings. However, losses are anticipated in the ongoing development of its business and there can be no assurance that the Company will be able to achieve or maintain profitability. The continuing operations of the Company and the recoverability of the carrying value of assets is dependent upon the ability of the Company to obtain necessary financing to fund its working capital requirements, and upon future profitable operations. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. There can be no assurance that capital will be available as necessary to meet the Company’s working capital requirements or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected and the Company may cease operations. These factors raise substantial doubt regarding our ability to continue as a going concern. |
Fair Value of Financial Instruments | Under the Financial Account Standards Board Accounting Standards Codification (“FASB ASC”), we are permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with Fair Value Measurement Topic of the FASB ASC, we implemented guidelines relating to the disclosure of our methodology for periodic measurement of our assets and liabilities recorded at fair market value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. Our Level 1 assets and liabilities primarily include our cash and cash equivalents. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. The carrying amounts of accounts receivable, prepaid expense, accounts payable, accrued liabilities, advances from investors, and notes payable approximate fair value due to the immediate or short-term maturities of these financial instruments. |
Stock-Based Compensation | Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation |
Cash and Cash Equivalents | The Company classifies investments as cash equivalents if the original maturity of an investment is three months or less. |
Revenue Recognition | The Company's primary source of revenue is the sale of products within three business units: the Medical, Pharmaceutical, and Consumer Product Divisions. The Medical division periodically provides medical equipment to metabolism treatment centers in Taiwan and Hong Kong. The Consumer Product division provides nutraceuticals and food supplements in Asian markets. Revenues are recognized for both these revenue streams when an agreement is in place, the price is fixed, title for product passes to the customer or services have been provided and collectability is reasonably assured, which is generally upon delivery to the customer. Revenues are recorded net of sales taxes. The Pharmaceutical Division is currently seeking to leverage the Company's intellectual property and core technology, low-dose non-injectable interferon, to expand treatment of the aforementioned neoplastic, viral, and fibrotic diseases as well as other potential indications. Revenue recognized during the year ended December 31, 2020 and 2019 was generated by the Consumer Product division |
Allowance for Doubtful Accounts | The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no material accounts receivable and no allowance at December 31, 2020 or 2019. |
Inventory | Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The Company continually assesses the appropriateness of inventory valuations giving consideration to slow-moving, non-saleable, out-of-date or close-dated inventory. |
Property and Equipment | Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the two to seven year estimated useful lives of the assets. |
Patents and Patent Expenditures | The Company holds patent license agreements and maintains patents that are owned by the Company. All patent license agreements remain in effect over the life of the underlying patents. Accordingly, the patent license fee is being amortized over the estimated life of the patent using the straight-line method. Patent fees and legal fees associated with the issuance of new owned patents are capitalized and amortized over the estimated 15 to 20 year life of the patent. The Company continually evaluates the amortization period and carrying basis of patents to determine whether subsequent events and circumstances warrant a revised estimated useful life or impairment in value. No patent costs were written off for the years ended December 31, 2020, or December 31, 2019. |
Long-lived Assets | Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. No impairment losses have been recorded since inception. |
Income Taxes | The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. |
Research and Development | Research and development costs are expensed as incurred. During the years ended December 31, 2020, and December 31, 2019, the Company incurred $40,389 of which $40,000 was paid in stock and $389 in cash and $52,510, respectively, in expenses towards research activities associated with the development of its proprietary pulsatile infusion treatment. Other than corporate administrative and professional accounting fees related to maintaining public listing requirements, a significant portion, if not all, of the Company’s Selling, General & Administrative expenss were also allocated towards the research and development of the Company’s proprietary pulsatile insulin treatment. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Basic and Diluted Net Income (Loss) Per Share | As of December 31, 2020, potentially dilutive shares of 678,726 are not included in the calculation of fully diluted net loss per share as the effect with a net loss would be antidilutive. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash. The Company has cash balances in a single U.S. financial institution which, from time to time, could exceed the federally insured limit of $250,000. The Company maintains multiple accounts in its Taiwan Branch office which help to mitigate risk. As of December 31, 2020, cash held in Taiwan accounts amounted to $3,671. No loss has been incurred related to the aforementioned concentration of cash. |
Recent Accounting Pronouncements | Recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
2. Property, Equipment and So_2
2. Property, Equipment and Software, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, equipment and software | 2020 2019 Furniture and equipment $ 94,625 $ 94,625 Automobiles 4,912 4,912 Software 8,012 8,012 107,549 107,549 Less: accumulated depreciation (104,300 ) (102,480 ) Property, equipment and software, net $ 3,249 $ 5,069 |
3. Patents, net (Tables)
3. Patents, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Patents | 2020 2019 Patents $ 245,898 $ 198,655 Less: accumulated amortization (65,270 ) (52,392 ) Patents, net $ 180,628 $ 146,263 |
Estimated future amortization expense | 2020 12,435 2021 11,222 2022 10,818 2023 10,818 2024 10,818 Thereafter 124,517 Total expense $ 180,628 |
4. Convertible Notes Payable (T
4. Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible notes payable | Note #. Conversion Rate Interest Rate December 31, 2020 Principal Amount December 31, 2019 Principal Amount Note 1 Chen $ 0.1680 0.75 % $ 114,026 $ 114,026 Note 2 Chen $ 0.1875 0.65 % $ 262,500 $ 262,500 Note 3.19 Chen $ 0.2500 1.85 % $ 39,620 $ 39,620 Note 4.19 Chen $ 0.2500 1.61 % $ 14,879 $ 12,435 Note 5.19 i2China $ 0.2500 1.85 % $ 16,000 $ 16,000 Note 6.20 Chen $ 0.2500 1.85 % $ 216,600 $ Note 7.20 Chen $ 0.2500 1.60 % $ 23,366 $ Note 8.20a i2China $ 0.2500 1.85 % $ 48,000 $ Note 8.20b i2China $ 0.2500 1.85 % $ 84,000 $ Note 9.21 - Chen N/A 0.13 % $ 134,010 $ Total Convertible Notes Related Party $ 953,001 $ 444,581 |
8. Stock Option and Stock Pla_2
8. Stock Option and Stock Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity compensation plan information | Stock Plans 1 Issue Date Range Total Shares Authorized Shares Issued Shares Remaining Amarillo Biosciences, Inc., 2018 Employee Stock Option Plan , 2 9/26/18 – 9/26/28 6,000,000 850,000 5,150,000 Amarillo Biosciences, Inc., 2018 Officers, Directors, Employees, and Consultants Nonqualified Stock Option Plan 9/26/18 – 9/26/28 20,000,000 3,807,000 16,193,000 _______________ 1 2 |
Stock option activity | Date Number of Options 1 Qualified * Number of Options Nonqualified Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance December 31, 2018 950,000 3,995,000 $ 0.38 9 years Exercised Expired or Forfeited 100,000 188,000 $ 0.38 Balance December 31, 2019 850,000 3,807,000 $ 0.38 8 years Granted 2020 Exercised Expired or Forfeited $ 0.38 Balance December 31, 2020 850,000 3,807,000 $ 0.38 7 years Vested as of December 31, 2020 390,000 1,522,800 $ 0.38 7 years |
10. Income Taxes (Tables)
10. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income tax expense (benefit) | December 31, 2020 December 31, 2019 Provision (benefit) at statutory rate $ (305,000 ) $ (332,000 ) Permanent differences 80,000 85,000 Change in valuation allowance 225,000 247,000 $ $ |
Deferred tax assets and liabilities | December 31, 2020 December 31, 2019 Deferred tax assets: Net operating loss carryforward $ 3,725,000 $ 5,239,000 Deferred tax assets 3,725,000 5,239,000 Deferred tax liabilities: Net deferred tax assets 3,725,000 5,239,000 Valuation allowance (3,725,000 ) (5,239,000 ) $ $ |
12. Subsequent Events (Tables)
12. Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Convertible notes payable | Note #. Conversion Rate Interest Rate 16 December 31, 2020 Principal Amount 17 December 31, 2019 Principal Amount Note 1 – Chen $ 0.1680 0.75 % $ 114,026 $ 114,026 Note 2 – Chen $ 0.1875 0.65 % $ 262,500 $ 262,500 Note 3.19 – Chen $ 0.2500 1.85 % $ 39,620 $ 39,620 Note 4.19 – Chen $ 0.2500 1.61 % $ 14,879 $ 12,435 Note 5.19 – i2China $ 0.2500 1.85 % $ 16,000 $ 16,000 Note 6.20 – Chen $ 0.2500 1.85 % $ 216,600 $ — Note 7.20 – Chen $ 0.2500 1.60 % $ 23,366 $ — Note 8.20a – i2China18 $ 0.2500 1.85 % $ 48,000 $ — Note 8.20b – i2China19 $ 0.2500 1.85 % $ 84,000 $ — Note 9.21 - Chen20 N/A 0.13 % $ 236,905 $ — Note 10.21 - Chen $ 0.2500 1.85 % $ 59,025 $ — Note 11.21 – i2China $ 0.2500 1.85 % $ 37,000 $ — Total Convertible Notes – Related Party $ 1,151,921 $ 444,581 16 Interest on all Related Party notes is assessed using the short-term or medium-term Applicable Federal Rate (AFR). Applicable Federal Rate is-the 17 The balances in this column represent the principal of the outstanding notes payable. The principal balance of each note and accrued interest through December 31, 2020, is as follows: (1) $119,221; (2) $271,092; (3.19) $42,622; (4.19) $15,443; (5.19) $17,182; (6.20) $224,120; (7.20) $24,014; (8.20a) $48,702; (8.20b) $85,937; (9) $237,231; (10.21) $59,203; (11.21) $37,107. 18 On November 30, 2020, the Company’s Board of Directors approved an extension of the consulting agreement and pre-existing warrant certificate between the Company and i2China Management Group, LLC, originally dated April 15, 2018. Compensation stated in the updated agreement increased the monthly retainer from $8,000 to $15,000 per month retroactive to January 1, 2020. The retainer increase was $7,000 per month and was retroactively deferred and added to Convertible promissory note #8.20. The retroactive retainer totaled $84,000 and was added to the unpaid balance of the note, $48,000, bringing the total unpaid balance as of December 31, 2020 to $132,000. 19 Note 8.20b is the retroactive retainer. The total indebtedness for Note 8.20 (8.20a + 8.20b) is $132,000; including the accrued interest, the total indebtedness is $134,037. 20 Dr. Chen loaned operating funds to the Company in 2020 on an open-ended basis. Note 9.21was issued in 2021. The note is not convertible and interest will be accrued at the short-term AFR rate. |
1. Organization and Summary o_3
1. Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Research and development costs | $ 389 | $ 52,510 |
Potentially dilutive shares | 678,726 | |
Taiwan accounts | $ 3,671 |
2. Property, Equipment and So_3
2. Property, Equipment and Software, net (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, equipment and software, gross | $ 107,549 | $ 107,549 |
Less: accumulated depreciation | (104,300) | (102,480) |
Property, equipment and software, net | 3,249 | 5,069 |
Furniture and Equipment | ||
Property, equipment and software, gross | 94,625 | 94,625 |
Automobiles | ||
Property, equipment and software, gross | 4,912 | 4,912 |
Software | ||
Property, equipment and software, gross | $ 8,012 | $ 8,012 |
2. Property, Equipment and So_4
2. Property, Equipment and Software, net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,820 | $ 10,579 |
3. Patents, net (Details)
3. Patents, net (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Patents | $ 245,898 | $ 198,655 |
Less: accumulated amortization | (65,270) | (52,392) |
Patents, net | $ 180,628 | $ 146,263 |
3. Patents, net (Details 1)
3. Patents, net (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
2020 | $ 12,435 | |
2021 | 11,222 | |
2022 | 10,818 | |
2023 | 10,818 | |
2024 | 10,818 | |
Thereafter | 124,517 | |
Total expense | $ 180,628 | $ 146,263 |
3. Patents, net (Details Narrat
3. Patents, net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortization expense | $ 12,878 | $ 11,662 |
4. Convertible Notes Payable (D
4. Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Principal amount | $ 953,001 | $ 444,581 |
Convertible Note Payable 1 | ||
Note # | Note 1 - Chen | |
Conversion rate | $ 0.1680 | |
Interest rate | 0.75% | |
Principal amount | $ 114,026 | 114,026 |
Convertible Note Payable 2 | ||
Note # | Note 2 - Chen | |
Conversion rate | $ 0.1875 | |
Interest rate | 0.65% | |
Principal amount | $ 262,500 | 262,500 |
Convertible Note Payable 3 | ||
Note # | Note 3.19 - Chen | |
Conversion rate | $ 0.2500 | |
Interest rate | 1.85% | |
Principal amount | $ 39,620 | 39,620 |
Convertible Note Payable 4 | ||
Note # | Note 4.19 - Chen | |
Conversion rate | $ 0.2500 | |
Interest rate | 1.61% | |
Principal amount | $ 14,879 | 12,435 |
Convertible Note Payable 5 | ||
Note # | Note 5.19 - i2China | |
Conversion rate | $ 0.2500 | |
Interest rate | 1.85% | |
Principal amount | $ 16,000 | 16,000 |
Convertible Note Payable 6 | ||
Note # | Note 6.20 - Chen | |
Conversion rate | $ 0.2500 | |
Interest rate | 1.85% | |
Principal amount | $ 216,600 | 0 |
Convertible Note Payable 7 | ||
Note # | Note 7.20 - Chen | |
Conversion rate | $ 0.2500 | |
Interest rate | 1.60% | |
Principal amount | $ 23,366 | 0 |
Convertible Note Payable 8a | ||
Note # | Note 8.20a - i2China | |
Conversion rate | $ 0.2500 | |
Interest rate | 1.85% | |
Principal amount | $ 48,000 | 0 |
Convertible Note Payable 8b | ||
Note # | Note 8.20b - i2China | |
Conversion rate | $ 0.2500 | |
Interest rate | 1.85% | |
Principal amount | $ 84,000 | 0 |
Convertible Note Payable 9 | ||
Note # | Note 9.21 - Chen | |
Conversion rate | ||
Interest rate | 0.13% | |
Principal amount | $ 134,010 | $ 0 |
5. Related Party Transactions (
5. Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Convertible notes payable | $ 953,001 | $ 444,581 |
Interest expense | $ 9,892 | $ 4,094 |
6. Common Stock (Details Narrat
6. Common Stock (Details Narrative) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 42,066,172 | 40,516,351 |
Common stock, shares outstanding | 42,066,172 | 40,516,351 |
7. Preferred Stock (Details Nar
7. Preferred Stock (Details Narrative) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
8. Stock Option and Stock Pla_3
8. Stock Option and Stock Plans (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Amarillo Biosciences, Inc., 2018 Employee Stock Option Plan | |
Issue date range | 9/26/18 - 9/26/28 |
Total shares authorized | 6,000,000 |
Shares issued | 850,000 |
Share remaining | 5,150,000 |
Amarillo Biosciences, Inc., 2018 Officers, Directors, Employees, and Consultants Nonqualified Stock Option Plan | |
Issue date range | 9/26/18 - 9/26/28 |
Total shares authorized | 20,000,000 |
Shares issued | 3,807,000 |
Share remaining | 16,193,000 |
8. Stock Option and Stock Pla_4
8. Stock Option and Stock Plans (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Weighted average exercise price outstanding, beginning | $ 0.38 | $ 0.38 | |
Weighted average exercise price granted | 0 | ||
Weighted average exercise price exercised | 0 | 0 | |
Weighted average exercise price expired or forfeited | 0.38 | 0.38 | |
Weighted average exercise price outstanding, ending | 0.38 | $ 0.38 | $ 0.38 |
Weighted average exercise price vested | $ 0.38 | ||
Weighted average remaining contactual term outstanding | 7 years | 8 years | 9 years |
Weighted average remaining contactual term vested | 7 years | ||
Aggregate intrinsic value outstanding, beginning | $ 0 | $ 0 | |
Aggregate intrinsic value granted | $ 0 | $ 0 | |
Aggregate intrinsic value exercised | $ 0 | $ 0 | |
Aggregate intrinsic value expired or forfeited | $ 0 | $ 0 | |
Aggregate intrinsic value outstanding, ending | $ 0 | $ 0 | $ 0 |
Aggregate intrinsic value vested | $ 0 | ||
Qualified | |||
Options outstanding, beginning | 850,000 | 950,000 | |
Options granted | 0 | ||
Options exercised | 0 | 0 | |
Options expired or forfeited | 0 | 100,000 | |
Options outstanding, ending | 850,000 | 850,000 | 950,000 |
Options vested | 390,000 | ||
Nonqualified | |||
Options outstanding, beginning | 3,807,000 | 3,995,000 | |
Options granted | 0 | ||
Options exercised | 0 | 0 | |
Options expired or forfeited | 0 | 188,000 | |
Options outstanding, ending | 3,807,000 | 3,807,000 | 3,995,000 |
Options vested | 1,522,800 |
8. Stock Option and Stock Pla_5
8. Stock Option and Stock Plans (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Share-based Payment Arrangement [Abstract] | |
Unrecognized option expense | $ 24,180 |
Unrecognized option expense period of recognition | 2 years 9 months |
10. Income Taxes (Details)
10. Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Provision (benefit) at statutory rate | $ (305,000) | $ (332,000) |
Permanent differences | 80,000 | 85,000 |
Change in valuation allowance | 225,000 | 247,000 |
Income tax expense (benefit) | $ 0 | $ 0 |
10. Income Taxes (Details 1)
10. Income Taxes (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 3,725,000 | $ 5,239,000 |
Deferred tax assets | 3,725,000 | 5,239,000 |
Deferred tax liabilities | 0 | 0 |
Net deferred tax assets | 3,725,000 | 5,239,000 |
Valuation allowance | (3,725,000) | (5,239,000) |
Total | $ 0 | $ 0 |
10. Income Taxes (Details Narra
10. Income Taxes (Details Narrative) | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforwards | $ 24,948,000 |
12. Subsequent Events (Details)
12. Subsequent Events (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Principal amount | $ 953,001 | $ 444,581 |
Convertible Note Payable 1 | ||
Note # | Note 1 - Chen | |
Conversion rate | $ 0.1680 | |
Interest rate | 0.75% | |
Principal amount | $ 114,026 | 114,026 |
Convertible Note Payable 2 | ||
Note # | Note 2 - Chen | |
Conversion rate | $ 0.1875 | |
Interest rate | 0.65% | |
Principal amount | $ 262,500 | 262,500 |
Convertible Note Payable 3 | ||
Note # | Note 3.19 - Chen | |
Conversion rate | $ 0.2500 | |
Interest rate | 1.85% | |
Principal amount | $ 39,620 | 39,620 |
Convertible Note Payable 4 | ||
Note # | Note 4.19 - Chen | |
Conversion rate | $ 0.2500 | |
Interest rate | 1.61% | |
Principal amount | $ 14,879 | 12,435 |
Convertible Note Payable 5 | ||
Note # | Note 5.19 - i2China | |
Conversion rate | $ 0.2500 | |
Interest rate | 1.85% | |
Principal amount | $ 16,000 | 16,000 |
Convertible Note Payable 6 | ||
Note # | Note 6.20 - Chen | |
Conversion rate | $ 0.2500 | |
Interest rate | 1.85% | |
Principal amount | $ 216,600 | 0 |
Convertible Note Payable 7 | ||
Note # | Note 7.20 - Chen | |
Conversion rate | $ 0.2500 | |
Interest rate | 1.60% | |
Principal amount | $ 23,366 | 0 |
Convertible Note Payable 8a | ||
Note # | Note 8.20a - i2China | |
Conversion rate | $ 0.2500 | |
Interest rate | 1.85% | |
Principal amount | $ 48,000 | 0 |
Convertible Note Payable 8b | ||
Note # | Note 8.20b - i2China | |
Conversion rate | $ 0.2500 | |
Interest rate | 1.85% | |
Principal amount | $ 84,000 | 0 |
Convertible Note Payable 9 | ||
Note # | Note 9.21 - Chen | |
Conversion rate | ||
Interest rate | 0.13% | |
Principal amount | $ 236,905 | 0 |
Convertible Note Payable 10 | ||
Note # | Note 10.21 - Chen | |
Conversion rate | $ 0.2500 | |
Interest rate | 1.85% | |
Principal amount | $ 59,025 | 0 |
Convertible Note Payable 11 | ||
Note # | Note 11.21 - i2China | |
Conversion rate | $ 0.2500 | |
Interest rate | 1.85% | |
Principal amount | $ 37,000 | 0 |
Total Convertible Notes Payable | ||
Principal amount | $ 1,151,921 | $ 444,581 |