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EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - Zivo Bioscience, Inc.f10q033116_ex31z1.htm
EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATION - Zivo Bioscience, Inc.f10q033116_ex31z2.htm
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - Zivo Bioscience, Inc.f10q033116_ex32z1.htm
EX-32.2 - EXHIBIT 32.2 SECTION 906 CERTIFICATION - Zivo Bioscience, Inc.f10q033116_ex32z2.htm


U.S. Securities and Exchange Commission

Washington, D.C.  20549


Form 10-Q

(Mark One)


  X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2016


      . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


For the transition period from _____________ to ______________


Commission file number:  000-30415


Zivo Bioscience, Inc.

(Exact name of small business issuer as specified in its charter)


Nevada

 

87-0699977

(State or other jurisdiction of

 

(IRS Employer Identification No.)

incorporation or organization)

 

 


2804 Orchard Lake Rd., Suite 202, Keego Harbor, MI 48320

(Address of principal executive offices)


(248) 452 9866

(Issuer’s telephone number)


Not Applicable

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



Indicate by checkmark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 the 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 ST (Sec. 232.405)  during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  X . No      .


Indicate by checkmark 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .


Indicate by check mark whether the issuer is a shell company (as defined in Rule 12-b2 of the Exchange Act). Yes      . No  X .


APPLICABLE ONLY TO CORPORATE ISSUERS


There were 132,674,276 shares of common stock, $0.001 par value, outstanding at May 13, 2016.






FORM 10-Q

ZIVO BIOSCIENCE, INC.

INDEX



 

 

 

 

PART I – FINANCIAL INFORMATION

3

Item 1. Condensed Consolidated Financial Statements

3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Item 4T. Controls and Procedures

19

 

 

PART II – OTHER INFORMATION

20

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

20

Item 5. Other information

20

Item 6. Exhibits

20


(Inapplicable items have been omitted)






















2




PART I – FINANCIAL INFORMATION


ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

 

 

 

March 31, 2016

 

December 31, 2015

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

CURRENT ASSETS:

 

 

 

 

    Cash

$

259,229

$

16,589

    Prepaid Expenses

 

52,869

 

12,341

                Total Current Assets

 

312,098

 

28,930


PROPERTY AND EQUIPMENT, NET

 

37,500

 

43,750


TOTAL ASSETS

$

349,598

$

72,680

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 


CURRENT LIABILITIES:

 

 

 

 

    Accounts Payable

$

1,250,246

$

1,325,659

    Loans Payable, Related Parties

 

337,922

 

337,107

    Convertible Debenture Payable, less discount of $317,899 and $385,190 at March 31, 2016 and December 31, 2015, respectively

 

 

 

 

 

1,654,301

 

1,224,510

    Accrued Liabilities

 

2,336,068

 

2,083,634

                   Total Current Liabilities

 

5,578,537

 

4,970,910


LONG TERM LIABILITIES:

 

 

 

 

    Convertible Debenture Payable, less discount of $1,808,381 and $1,458,741 at March 31, 2016 and December 31, 2015, respectively

 

 

 

 

 

4,886,619

 

4,598,759

                   Total Long Term Liabilities

 

4,886,619

 

4,598,759

 

 

 

 

 

TOTAL LIABILITIES

 

10,465,156

 

9,569,669

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 


STOCKHOLDERS' DEFICIT:

 

 

 

 

    Common stock, $.001 par value,

300,000,000 shares authorized

132,674,276 and 132,156,776 issued and outstanding at March 31, 2016 and December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

132,675

 

132,157

    Additional Paid-In Capital

 

38,859,387

 

38,085,266

    Accumulated deficit

 

(49,107,620)

 

(47,714,412)

                   Total Stockholders' Deficit

 

(10,115,558)

 

(9,496,989)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$

349,598

$

72,680







The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




3




 

 

 

 

 

ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

For the Three

 

For the Three

 

 

Months Ended

 

Months Ended

 

 

March 31, 2016

 

March 31, 2015

 

 

 

 

 

 

 

 

 

REVENUES:

$

-

$

-

 

 

 

 

 

COSTS AND EXPENSES:

 

 

 

 

  General and Administrative

 

200,531

 

253,634

  Professional fees and Consulting expense

 

127,465

 

99,735

  Research and Development

 

312,561

 

209,073

 

 

 

 

 

      Total Costs and Expenses

 

640,557

 

562,442

 

 

 

 

 

LOSS FROM OPERATIONS

 

(640,557)

 

(562,442)

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

  Amortization of Bond Discount

 

(441,931)

 

(518,900)

  Financing costs

 

(54,000)

 

-

  Deferred financing costs

 

-

 

(19,575)

  Finance costs paid in stock

 

(36,000)

 

(34,200)

  Interest expense

 

(600)

 

(600)

  Interest expense – related parties

 

(220,120)

 

(151,467)

         Total Other Income (Expense)

 

(752,651)

 

(724,742)

 

 

 

 

 

NET LOSS

$

(1,393,208)

$

(1,287,184)

 

 

 

 

 

BASIC AND DILUTED LOSS PER SHARE

 

 

 

 

$

(0.01)

$

(0.01)


    WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING

 

 

 

 

 

 

 

 

 

132,394,633

 

129,559,474

 

 

 

 

 

 

 

 

 

 

 

 

 










The accompanying notes are an integral part of these unaudited condensed consolidated financial statements




4





 

 

 

 

 

 

ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

 

 

 

 

 

For the Three

 

For the Three

 

 

Months Ended

 

Months Ended

 

 

March 31, 2016

 

March 31, 2015

 

 

 

 

 

Cash Flows for Operating Activities:

 

 

 

 

  Net Loss

$

(1,393,208)

$

(1,287,184)

  Adjustments to reconcile net loss to net cash used by operating activities:

 

 

 

 

 

 

 

 

Stock and warrants issued for services rendered - Related Party

 

3,771

 

-

Warrants issued for Director Fees

 

10,588

 

4,991

Stock and warrants issued for Finance Costs

 

36,000

 

34,200

Amortization of bond discount

 

441,931

 

518,900

Depreciation expense

 

6,250

 

6,250

  Changes in assets and liabilities:

 

 

 

 

(Increase) in prepaid expenses

 

(40,528)

 

(77,799)

Increase (decrease) in accounts payable

 

(75,413)

 

156,832

Increase in accrued liabilities

 

252,434

 

242,042

              Net Cash (Used) by Operating Activities

 

(758,175)

 

(401,768)

 

 

 

 

 

Cash Flows from Investing Activities:

 

-

 

-

 

 

 

 

 

Cash Flow from Financing Activities:

 

 

 

 

Proceeds of loan payable, related party, net

 

815

 

391

Proceeds from issuance of convertible debentures

 

1,000,000

 

362,500

Proceeds from issuance of common stock and exercise of warrants

 

-

 

48,500

              Net Cash Provided by Financing Activities

 

1,000,815

 

411,392

 

 

 

 

 

Increase in Cash

 

242,640

 

9,624

 

 

 

 

 

Cash at Beginning of Period

 

16,589

 

1,383

Cash at End of Period

$

259,229

$

11,007

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

  Cash paid during the period for:

 

 

 

 

      Interest

$

-

$

-

Income Taxes

$

-

$

-










The accompanying notes are an integral part of these unaudited condensed consolidated financial statements




5




ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)




Supplemental Disclosure of Non-Cash Investing and Financing Activities:


Three Months Ended March 31, 2016:


During the quarter ended March 31, 2016, the Company recorded $724,280 in discounts on 11% convertible debentures.


Three Months Ended March 31, 2015:


During the quarter ended March 31, 2015, the Company recorded $211,501 in discounts on 11% convertible debentures.
























6




ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 – BASIS OF PRESENTATION


The accompanying unaudited condensed consolidated financial statements include the accounts of Zivo Bioscience, Inc. and its wholly-owned subsidiaries (collectively, the “Company”).  All significant intercompany accounts and transactions have been eliminated in consolidation.  In the opinion of the Company’s management, the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein.  These consolidated financial statements are condensed, and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s December 31, 2015 consolidated audited financial statements and Notes thereto included in the Annual Report on Form 10-K filed with the SEC on March 29, 2016.


The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2016, or any other period.


The Company incurred a net loss of $1,393,208 for the three months ended March 31, 2016.  In addition, the Company had a working capital deficiency of $5,266,439 and a stockholders’ deficit of $10,115,558 at March 31, 2016.  These factors continue to raise substantial doubt about the Company's ability to continue as a going concern.  During the first three months of 2016, the Company raised $1,000,000 from the issuance of convertible debt.  There can be no assurance that the Company will be able to raise additional capital.


The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Principles of Consolidation


The unaudited condensed consolidated financial statements include the accounts of Zivo Bioscience, Inc. and its wholly-owned subsidiaries, Health Enhancement Corporation, HEPI Pharmaceuticals, Inc., WellMetris, LLC, and Zivo Biologic, Inc. All significant intercompany transactions and accounts have been eliminated in consolidation.


Accounting Estimates


The Company’s condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which require 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 reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Management uses its best judgment in valuing these estimates and may, as warranted, solicit external professional advice and other assumptions believed to be reasonable.


Cash and Cash Equivalents


For the purpose of the statements of cash flows, cash equivalents include time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased. At March 31, 2016, the Company did not have any cash equivalents.


Property and Equipment


Property and equipment consists of furniture, office equipment, and leasehold improvements, and are carried at cost less allowances for depreciation and amortization. Depreciation and amortization is determined by using the straight-line method over the estimated useful lives of the related assets.  Repair and maintenance costs that do not improve service potential or extend the economic life of an existing fixed asset are expensed as incurred.




7




ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)


Fair Value Measurements


The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:


Level 1 – Quoted prices in active markets for identical assets or liabilities.


Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities.


Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities.


The Company’s financial instruments include cash and cash equivalents, prepaid expenses, accounts payable, accrued expenses and loans payable - related parties.  All of these items were determined to be Level 1 fair value measurements.


The carrying amounts of cash and equivalents, prepaid expenses, accounts payable, accrued expenses, loans payable - related parties and the current portion of convertible debt all approximate fair value because of the short maturity of these instruments.  The recorded value of long-term convertible debt approximates fair value as the terms and rates approximate market rates.


Revenue Recognition


For revenue from product sales, the Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB No. 104”), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (“SAB No. 101”). SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.


Shipping and Handling Costs


Shipping and handling costs are expensed as incurred. For the three months ended March 31, 2016 and 2015, no shipping and handling costs were incurred.


Research and Development


Research and development costs are expensed as incurred. The majority of the Company's research and development costs consist of clinical study expenses. These consist of fees, charges, and related expenses incurred in the conduct of clinical studies conducted with Company products by independent outside contractors. External clinical studies expenses were approximately $313,000 and $209,000 for the quarters ended March 31, 2016 and 2015, respectively.




8




ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)


Stock Based Compensation


We account for stock-based compensation in accordance with FASB ASC 718, Compensation – Stock Compensation.  Under the provisions of FASB ASC 718, stock-based compensation cost is estimated at the grant date based on the award’s fair value and is recognized as expense over the requisite service period.  The company generally issues grants to its employees, consultants and board members.  At the date of grant, the company determines the fair value of the stock option award and recognizes compensation expense over the requisite service period.  The fair value of the stock option or warrant award is calculated using the Black Scholes option pricing model.


During the three months ended March 31, 2016 and 2015, warrants were granted to employees, directors and consultants of the Company.  As a result of these grants, the Company recorded compensation expense of $14,359 and $4,991 for these periods, respectively.

 

The fair value of warrants was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted average assumptions:


 

Three Months Ended March 31,

 

2016

 

2015

Expected volatility

168.01% to 169.28%

 

128.36%

Expected dividends

0%

 

0%

Expected term

5 years

 

53years

Risk free rate

.78% to .97%

 

.68%


The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company’s employee warrants have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models may not necessarily provide a reliable single measure of the fair value of its employee warrants.


Loss Per Share


Basic loss per share is computed by dividing the Company’s net loss by the weighted average number of common shares outstanding during the period presented. Diluted loss per share is based on the treasury stock method and includes the effect from potential issuance of common stock such as shares issuable pursuant to the exercise of warrants and conversions of debentures.  Potentially dilutive securities as of March 31, 2016, consisted of 84,319,934 common shares from convertible debentures and related accrued interest and 15,780,818 common shares from outstanding warrants. Potentially dilutive securities as of March 31, 2015, consisted of 52,496,746 common shares from convertible debentures and related accrued interest and 8,512,393 common shares from outstanding warrants.   For the three months ended March 31, 2016 diluted and basic weighted average shares are the same, as potentially dilutive shares are anti-dilutive.


Advertising


Advertising costs are charged to operations when incurred. There were no advertising costs for the three months ended March 31, 2016 and 2015.




9




ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)


Concentrations of Credit Risk


Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents.  The Company, from time to time, maintains cash balances at financial institutions which exceed the current Federal Deposit Insurance Corporation (“FDIC”) limit of $250,000.  


Reclassifications


Certain items in these consolidated financial statements have been reclassified to conform to the current period presentation.


Future Impact of Recently Issued Accounting Standards


In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), “Revenue from Contracts with Customers”. ASU 2014-09 superseded the revenue recognition requirements in “Revenue Recognition (Topic 605) ,” and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflect the consideration to which the entity expects to be entitled to in exchange for those goods or services.  ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. ASU 2014-09 is not expected to have a material impact on the Company’s financial position or results of operations.


Management does not believe there would have been a material effect on the accompanying financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period.


NOTE 3 - PROPERTY AND EQUIPMENT


Property and equipment at March 31, 2016 and December 31, 2015 consists of the following:


 

 

March 31, 2016

 

December 31, 2015

 

 

(Unaudited)

 

 

Furniture and fixtures

$

20,000

$

20,000

Equipment

 

80,000

 

80,000

 

 

 

 

 

 

 

100,000

 

100,000

Less accumulated depreciation and amortization

 

(62,500)

 

(56,250)

 

 

 

 

 

 

$

37,500

$

43,750


Depreciation and amortization was $6,250 and $6,250 for the three months ended March 31, 2016 and 2015 respectively.





10




ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4 – LOAN PAYABLE, RELATED PARTIES


During 2015, Mr. Christopher Maggiore, a director and a significant shareholder of the Company, advanced the Company $21,735, for a total advanced as of December 31, 2015 of $156,405, which amount remained unpaid as of March 31, 2016.  The Company has agreed to pay 11% interest on this loan.  As of March 31, 2016 and December 31, 2015 accrued interest on this indebtedness totaled $24,136 and $19,835, respectively, and is included in Accrued Liabilities on the Condensed Consolidated Balance Sheet.


As of December 31, 2015, there were outstanding advances of $2,000 from the Company's Officers. These funds were repaid during the first quarter of 2016.


During the year ended December 31, 2015, HEP Investments, LLC loaned the Company $2,246,202 (see Note 5 - Convertible Debt). Pursuant to the terms of our agreement with HEP Investments, $2,067,500 of these loans were converted to 11% Convertible Secured Promissory Notes, leaving a remaining balance of $178,702 in Loan Payable, Related Party as of December 31, 2015.  During the quarter ended March 31, 2016, HEP Investments, LLC loaned the Company $1,002,815 (see Note 5 - Convertible Debt). Pursuant to the terms of our agreement with HEP Investments, $1,000,000 of these loans were converted to 11% Convertible Secured Promissory Notes, leaving a remaining balance of $181,517 in Loan Payable – Related Party as of March 31, 2016.


NOTE 5 – CONVERTIBLE DEBT


HEP Investments, LLC


On December 2, 2011, the Company and HEP Investments, LLC, a Michigan limited liability company (“Lender”), entered into the following documents, effective as of December 1, 2011, as amended through December 31, 2015: (i) a Loan Agreement under which the Lender has agreed to advance up to $12,500,000 to the Company, subject to certain conditions, and (ii) a Convertible Secured Promissory Note in the principal amount of $12,500,000 (“Note”) (of which $8,427,200 has been advanced as of March 31, 2016) and (iii) a Security Agreement, under which the Company granted the Lender a security interest in all of its assets and (iv) an Intellectual Property security agreement under which the Company and its subsidiaries granted the Lender a security interest in all their respective intellectual properties, including patents, in order to secure their respective obligations to the Lender under the Note and related documents.  In addition, the Company’s subsidiaries have guaranteed the Company’s obligations under the Note.  The Company has also made certain agreements with the Lender which shall remain in effect as long as any amount is outstanding under the Loan.  These agreements include an agreement not to make any change in the Company’s senior management, without the prior written consent of the Lender. Two representatives of the Lender will have the right to attend Board of Director meetings as non-voting observers.


During the year ended December 31, 2015, the Company recorded a debt discount, related to the $2,067,500 of Notes described previously, in the amount of $1,916,501, to reflect the beneficial conversion feature of the convertible debt and fair value of the warrants pursuant to Emerging Issues Task Force (“EITF”) 00-27: Application of EITF 98-5, “Accounting for Convertible Securities with Beneficial Conversion Features on Contingently Adjustable Conversion Rates,” to certain convertible instruments. In accordance with EITF 00-27, the Company valued the beneficial conversion feature and recorded the amount of $1,773,078 as a reduction to the carrying amount of the convertible debt and as an addition to paid-in capital. Additionally, the relative fair value of the warrants was calculated and recorded at $143,423 as a further reduction to the carrying amount of the convertible debt and an addition to additional paid-in capital. The Company is amortizing the debt discount over the term of the debt.   Amortization of discounts was $1,866,842 for the year ended December 31, 2015.





11




ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 – CONVERTIBLE DEBT – (continued)


HEP Investments, LLC - (continued)


Amounts as of March 31, 2016 advanced under the Note (i) are convertible into the Company’s restricted common stock according to the following schedule: (A) $3,152,200 at $.10 per share, (B) $2,600,000 at $.12 per share, (C) $1,285,000 at $.15 per share, (D) $640,000 at $.22 per share, and (E) $750,000 at $.30 per share, (ii) bear interest at the rate of 11% per annum.  The Seventh Amended and Restated Senior Secured Convertible Promissory Note (effective December 31, 2015) resets the Due Dates of Tranches 1 through 13 (totaling $3,740,000) to October 17, 2017, the remaining Tranches must be repaid as follows:  accrued interest must be paid on the first and second anniversary of the Note and unpaid principal not previously converted into common stock must be repaid on the second anniversary of the Note.  The Company determined that the modification of these Notes was not a substantial modification in accordance with ASC 470-50, “Modifications and Extinguishments.”  The Lender has converted $60,000 of the debt (convertible at $.12 per share) through the date of this report.  Any Note that has not yet matured may be prepaid upon sixty days written notice, provided that the Company shall be required to pay a prepayment premium equal to 5% of the amount repaid.


During the three months ended March 31, 2016, the Company recorded a debt discount, related to the $1,000,000 of Notes issued in the current quarter, in the amount of $724,280, to reflect the beneficial conversion feature of the convertible debt and fair value of the warrants pursuant to Emerging Issues Task Force (“EITF”) 00-27: Application of EITF 98-5, “Accounting for Convertible Securities with Beneficial Conversion Features on Contingently Adjustable Conversion Rates,” to certain convertible instruments. In accordance with EITF 00-27, the Company valued the beneficial conversion feature and recorded the amount of $686,813 as a reduction to the carrying amount of the convertible debt and as an addition to paid-in capital. Additionally, the relative fair value of the warrants was calculated and recorded at $37,468 as a further reduction to the carrying amount of the convertible debt and an addition to additional paid-in capital. The Company is amortizing the debt discount over the term of the debt.


Other Debt


In September 2014, the Lender agreed to rolling 30 day extensions until notice is given to the Company to the contrary. The Company determined that the modification of these Notes was not a substantial modification in accordance with ASC 470-50, “Modifications and Extinguishments.”


Convertible debt consists of the following:

 

 

 

 

 

 

March 31, 2016

 

December 31, 2015

 

 

(Unaudited)

 

 

1% Convertible notes payable, due April 2016

$

240,000

$

240,000

 

 

 

 

 

11% Convertible note payable - HEP Investments, LLC, a related party, net of unamortized discount of $2,126,280 and $1,843,931, respectively, due at various dates ranging from April 2016 to March 2018

 

6,300,920

 

5,583,269

 

 

6,540,920

 

5,823,269

Less:  Current portion

 

1,654,301

 

1,224,510

 

 

 

 

 

            Long term portion

$

4,886,619

$

4,598,759


Amortization of the debt discount on the remaining notes was $441,931 and $518,900 for the three months ended March 31, 2016 and 2015, respectively.





12




ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 6 - STOCKHOLDERS’ DEFICIT


Board of Directors fees


As compensation for serving as a member of the board of directors, the Company granted warrants to purchase 50,000 shares of common stock to Philip M. Rice (CFO and a Director) in January, 2015, at an exercise price of $.09 per share.  The warrants have a term of three years and vested or will vest as follows: 12,500 vested on the grant date and the remaining 37,500 shall vest quarterly (12,500 per quarter). The warrants were valued at $3,664 using the Black Scholes pricing model relying on the following assumptions: volatility 128.38%; annual rate of dividends 0%; discount rate 0.68%.  In addition, Mr. Rice will receive $10,000 for each annual term served, paid quarterly.


The Company recorded directors’ fees of $4,991 during the three months ended March 31, 2015, representing the fees expensed and the value of the vested warrants.


As compensation for serving as a member of the board of directors, the Company granted warrants to purchase 125,000 shares of common stock to Robert O. Rondeau, a new Director, in March 2016, at an exercise price of $.09 per share.  The warrants have a term of five years and vest immediately.  The warrants were valued at $10,588 using the Black Scholes pricing model relying on the following assumptions: volatility 168.01%; annual rate of dividends 0%; discount rate 0.97%.  In addition, Mr. Rondeau will receive $10,000 for each annual term served, paid quarterly.


Stock Issuances


During the three months ended March 31, 2015, the Company received proceeds of $48,500 from the issuance of 970,000 shares of common stock.


During the three months ended March 31, 2015, in connection with the issuance of $362,500 in principal of 11% Convertible Debenture the Company also issued 151,329 shares of common stock valued at $13,050 and a warrant to purchase 362,500 shares of common stock at an exercise price of $.10 per share.


During the three months ended March 31, 2016, in connection with the issuance of $1,000,000 in principal of 11% Convertible Debenture the Company issued 517,500 shares of common stock valued at $36,000 and a warrant to purchase 1,000,000 shares of common stock at an exercise price of $.10 per share.






13




ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 6 - STOCKHOLDERS’ DEFICIT (Continued)


A summary of the status of the Company’s warrants is presented below.  


 

March 31, 2016

December 31, 2015

  

Number of

Warrants

Weighted

Average

Exercise

Price

Number of

Warrants

Weighted

Average

Exercise

Price

 

 

 

 

 

Outstanding, beginning of year

14,705,818

$       0.13

9,053,005

$         0.16

Issued

1,175,000

0.10

7,192,500

0.09

Exercised

-

-

-

-

Cancelled

-

-

(96,575)

0.14

Expired

(100,000)

0.12

(1,443,112)

0.13

Outstanding, end of period

15,780,818

$      0.13

14,705,818

$         0.13


Warrants outstanding and exercisable by price range as of March 31, 2016 were as follows:


 

Outstanding Warrants

 

Exercisable Warrants

 

Range of

 

Number

 

Average

Weighted

Remaining

Contractual

Life in

Years

 

Exercise

Price

 

Number

 

Weighted

Average

Exercise

Price

 

 

 

 

 

 

 

 

 

 

 

 

$

0.08

 

3,225,000

 

4.41

$

0.08

 

3,225,000

$

0.08

 

0.085

 

50,000

 

4.02

 

0.085

 

50,000

 

0.085

 

0.088

 

50,000

 

4.12

 

0.088

 

50,000

 

0.088

 

0.09

 

209,110

 

3.44

 

0.09

 

209,110

 

0.09

 

0.10

 

4,802,200

 

4.87

 

0.10

 

4,802,200

 

0.10

 

0.12

 

2,635,368

 

1.28

 

0.12

 

2,635,368

 

0.12

 

0.14

 

50,000

 

3.37

 

0.14

 

50,000

 

0.14

 

0.15

 

2,485,274

 

2.05

 

0.15

 

2,485,274

 

0.15

 

0.17

 

50,000

 

3.00

 

0.17

 

50,000

 

0.17

 

0.19

 

100,000

 

1.87

 

0.19

 

100,000

 

0.19

 

0.20

 

250,000

 

1.08

 

0.20

 

250,000

 

0.20

 

0.22

 

477,004

 

0.59

 

0.22

 

477,004

 

0.22

 

0.25

 

707,000

 

2.27

 

0.25

 

707,000

 

0.25

 

0.30

 

250,000

 

2.66

 

0.30

 

250,000

 

0.30

 

0.33

 

250,000

 

2.25

 

0.33

 

250,000

 

0.33

 

0.36

 

39,863

 

0.59

 

0.36

 

39,863

 

0.36

 

0.38

 

100,000

 

0.53

 

0.38

 

100,000

 

0.38

 

0.40

 

50,000

 

0.69

 

0.40

 

50,000

 

0.40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,780,818

 

1.78

 

 

 

15,780,818

$

0.13





14




ZIVO BIOSCIENCE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7- COMMITMENTS AND CONTINGENCIES


Employment Agreement


The Company’s Chief Executive Officer, Andrew Dahl, is serving under the terms of an employment agreement dated December 16, 2011. Under the agreement Mr. Dahl serves as CEO for one year terms, subject to automatic renewal, unless either party terminates the Agreement on sixty days’ notice prior to the expiration of the term of the agreement.  Mr. Dahl is compensated as follows:  he receives an annual base salary of $240,000.  In addition, Mr. Dahl is entitled to monthly bonus compensation equal to 2% of the Company’s revenue, but only to the extent that such bonus amount exceeds his base salary for the month in question.  In addition, Mr. Dahl will be entitled to warrants having an exercise price of $.25 per share, upon the attainment of specified milestones as follows: 1) Warrants for 500,000 shares upon identification of bio-active agents in the Company’s product and filing of a patent with respect thereto, 2) Warrants for 500,000 shares upon entering into a business contract under which the Company receives at least $500,000 in cash payments, 3) Warrants for 1,000,000 shares upon the Company entering into a co-development agreement with a research company to develop  medicinal or pharmaceutical applications (where the partner provides at least $2 million in cash or in-kind outlays), 4) Warrants for 1,000,000 shares upon the Company entering into a co-development agreement for nutraceutical or dietary supplement applications (where the partner provides at least $2 million in cash or in-kind outlays), 5) Warrants for 1,000,000 shares upon the Company entering into a pharmaceutical development agreement.  As of March 31, 2016, none of the milestones referred to had been achieved and there has been no notice of contract termination.


NOTE 8 - SUBSEQUENT EVENTS


11% Convertible Debt - HEP Investments, LLC / Loans Payable - Related Party


During the period April 1, 2016 through May 13, 2016, HEP Investments, LLC, a related party, advanced the Company an aggregate of $65,000, bringing the Company’s total indebtedness to HEP Investments to $8,673,717.  $8,427,200 of this amount has been classified as 11% Convertible Debt - HEP Investments, LLC.  The remaining portion of $246,517 of the advances from HEP Investments, LLC referenced above will remain classified as a Loan Payable – Related Party until such time as the next tranche is completed by HEP.












15




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


Some of the statements contained in this report are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve known and unknown risks, uncertainties and other factors which may cause our or our industry’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to statements regarding:


·

our ability to raise the funds we need to continue our operations;

·

our goal to generate revenues and become profitable;

·

regulation of our product;

·

market acceptance of our product and derivatives thereof;

·

the results of current and future testing of our product;

·

the anticipated performance and benefits of our product;

·

the ability to generate licensing fees; and

·

our financial condition or results of operations.

 

In some cases, you can identify forward-looking statements by terms such as “may”, “will”, “should”, “could”, “would”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “projects”, “predicts”, “potential” and similar expressions intended to identify forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this report to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based. We qualify all of our forward-looking statements by these cautionary statements.

  

Critical Accounting Policies 

 

The accompanying discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and all available information. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. US GAAP requires us to make estimates and judgments in several areas, including those related to recording various accruals, income taxes, the useful lives of long-lived assets, such as property and equipment and intangible assets, and potential losses from contingencies and litigation. We believe the policies discussed above are the most critical to our financial statements because they are affected significantly by management's judgments, assumptions and estimates. 


Results of Operations for the three months ended March 31, 2016 and 2015


Overview:


ZIVO has a unique and complex algal culture which we believe produces natural bioactive compounds that promote health benefits in animals and humans. We have put in place a business model in which we would derive future income from licensing and selling natural bioactive ingredients that may be derived from or are initially based on the algae cultures. We expect that these planned new products will likely be sold to much larger, better-financed animal, food, dietary supplement and medical food manufacturers.  The anticipated income streams are to be generated from a) royalties and advances for licensed natural bioactive ingredients, and b) bulk sales of such ingredients. These bulk ingredients will likely be made by contracted ingredient manufacturers and then sold by us to animal food, dietary supplement and medical food processors and/or name-brand marketers. Further, we expect to license our bioactive molecules as lead compounds or templates for synthetic variants intended for therapeutic applications.



16




For WellMetris, we are developing, with the intention to manufacture, market, and sell tests, that we believe will allow people to optimize their health and identify future health risks.  We plan to develop and commercialize such tests in three phases:


·

In phase one (“Phase One”) or, alternately named Gen 1.0, we plan to develop and commercialize a series of tests, which are intended to measure indicators of good health and optimal metabolic function (collectively, the “Phase One Test”).  The Phase One Test is being designed to measure biomarkers related to oxidative stress, inflammation, and antioxidant status to establish a metabolic assessment from which intervention can commence, and from which metabolic syndrome can be inferred.


·

In phase two (“Phase Two”) or alternately named Gen 1.5, we plan to develop and commercialize a testing technology focused on the positive or negative metabolic effects of metabolizing fat and muscle efficiency due to changes in diet, exertion, hydration and dietary supplements in a self-administered format that integrates with smartphone operating systems.


·

In phase three (“Phase Three”) or alternately named Gen 2.0, we plan to develop and commercialize additional tests intended to provide a more complete metabolic profile for an individual utilizing the metabolites present in urine.   The Company believes the Gen 2.0 tests, in aggregate, will allow identification of healthy versus unhealthy bodily processes in real-time. This technology can also be applied to livestock and companion animals. As capital funding becomes available, the Company will move forward with finalizing its transition cow syndrome test, for which a provisional patent application has already been filed.


We believe there is a viable market for our Wellness Tests.  More than 19% of Americans are afflicted with cardiovascular diseases, diabetes, autoimmune diseases and cancer. The Wellness Tests are intended to identify pre-conditions to such illnesses. Such identification may allow for early intervention and reduce incidence of such illnesses or forestall their onset.  This is critically important to large employers, insurers and governmental agencies who are payers for health claims and are facing massive increases in premiums or cash outlays.


The WellMetris technology also incorporates sophisticated software to analyze, report, record and manage wellness and health data for large groups such as large employers, pension funds, accountable care organizations, state Medicaid agencies and their actuarial consultants, underwriters, re-insurers and wellness consultants. The software also contains tools to conduct meta-analysis of baseline health benchmarks and monitor the progress of pre-clinical intervention programs within large groups.


Net Sales.  


We had no sales during the three months ended March 31, 2016 and 2015.


Cost of Sales.  


We had no cost of sales during the three months ended March 31, 2016 and 2015.


General and Administrative Expenses.


General and administrative expenses were $200,531 for the three months ended March 31, 2016, as compared to $253,634 for the comparable prior period.  The decrease in general and administrative expense during 2016 is due primarily to reduced business activity resulting from the lack of availability of sufficient funding.


Professional and Consulting Expenses.


Professional and consulting expenses were $127,465 for the three months ended March 31, 2016, as compared to $99,735 for the comparable prior period.  The increase in professional and consulting expense during 2016 is due primarily to an increase of $19,000 in investor relation fees, an increase of $12,000 in filing and listing fees, an increase of $5,000 in director fees, an increase of $5,000 in legal fees, offset by a reduction in accounting fees of $14,000.



17




Research and Development Expenses.  


For the three months ended March 31, 2016, we incurred $312,561 on research and development expenses ($160,102 related to Zivo and $152,459 related to WellMetris), as compared to $209,073 for the comparable period in 2015 ($159,668 related to Zivo and $49,406 related to WellMetris).  These expenses are mainly comprised of costs associated with external research.  To the extent that we are able to raise sufficient funding, our research and development costs (for Zivo) will grow as we work to complete the research in the development of natural bioactive compounds for use as dietary supplements and food ingredients, as well as biologics for medicinal and pharmaceutical applications in humans and animals. For WellMetris, the Company’s scientific efforts are focused on the metabolic aspects of oxidation and inflammation, with a parallel program to validate and license products for healthy cholesterol balance.


Liquidity and Capital Resources


The unaudited condensed consolidated financial statements contained in this Quarterly Report have been prepared on a “going concern” basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have a near term need for additional capital.  For the reasons discussed herein, there is a significant risk that we will be unable to continue as a going concern, in which case, you would suffer a total loss of your investment in our company.


As of May 9, 2016, we had a cash balance of approximately $28,000.  We have incurred significant net losses since inception. We have, since inception, consistently incurred negative cash flow from operations. During the quarter ended March 31, 2016, we incurred negative cash flows from operations of $758,175.  As of March 31, 2016, we had a working capital deficiency of $5,266,439 and a stockholders’ deficiency of $10,115,558. Although we recently raised a limited amount of capital, we have a near term need for additional capital.


During the three months ended March 31, 2016, our operating activities used $758,175 in cash, an increase of $356,407 from the comparable prior period.  The approximate $356,000 increase in cash used by operating activities was primarily attributable to the following (all of which are approximated): a $106,000 increase in net loss, a decrease of $70,000 in non-cash expenses (primarily the amortization of bond discount) and $185,000 of changes made up of an (increase) in prepaid expenses - $37,000, a (decrease) in accounts payable - $232,000, and an (increase) in accrued liabilities - $10,000.  


Our financing activities generated approximately $1,001,000, an approximately $589,000 increase from the comparable prior period. The increase in cash provided by financing activities was due to an increase in proceeds of $639,000 the issuance of convertible debentures, offset by a decrease of $48,000 from the sale of common stock and the exercise of common stock warrants as compared to the prior period.   


Although we raised a limited amount of capital during 2015 and the first quarter of 2016, we continue to experience a shortage of capital, which is materially and adversely affecting our ability to run our business. As noted above, we have been largely dependent upon external sources for funding. We have in the past had great difficulty in raising capital from external sources.  We will still be reliant upon external financing for the continuation of our research program.  


We estimate that we will require approximately $5,000,000 in cash over the next 12 months in order to fund our normal operations and research and development activities.  Based on this cash requirement, we have a near term need for substantial additional funding.  While we have been able to raise capital in limited amounts, historically, we have had great difficulty raising funds from external sources; however, we recently were able to raise limited capital from outside sources. If we are unable to raise the required funding, we will have to continue to curtail our research and development and other activities, in which case, there could be a material adverse effect on our business.


Significant elements of income or loss not arising from our continuing operations


We do not expect to experience any significant elements of income or loss other than those arising from our continuing operation.  



18




Seasonality


Based on our business model implemented at the beginning of 2012, anticipated income streams are to be generated from the following:


·

For ZIVO:


a) royalties and advances for licensed natural bioactive ingredients, isolated natural compounds and synthetic variants thereof, and b) bulk sales of such ingredients.   


·

For WellMetris:


The selling of wellness tests and data services related to medical records management and analysis/compilation of data gathered on behalf of payers. For insurers, the primary selling season is November through April of any given year.


Staffing


We have conducted all of our activities since inception with a minimum level of qualified staff.  We currently do not expect a significant increase in staff.  


Off-Balance Sheet arrangements


We have no off-balance sheet arrangements that would create contingent or other forms of liability.


Item 4 Controls and Procedures


Management’s Report on Disclosure Controls and Procedures.


We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating the cost-benefit relationship of possible changes or additions to our controls and procedures.


As of March 31, 2016, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive/principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our principal executive/principal financial officer concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, are effective in enabling us to record, process, summarize and report information required to be included in our periodic SEC filings within the required time period.


Changes in Internal control Over Financial Reporting.


There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



19




PART II – OTHER INFORMATION


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


During the quarter ended March 31, 2016, the Company did not issue any shares of common stock.


Item 5. Other Information


From April 1, 2016 to May13, 2016, we received $65,000 from HEP Investments.


Item 6. Exhibits


Exhibit Number

Description

31.1

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended *

31.2

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended *

32.1

Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

32.2

Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *


*Furnished herewith (all other exhibits are deemed filed)







SIGNATURES


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



ZIVO BIOSCIENCE, INC.



Date: May 13, 2016


By:  /s/Andrew Dahl              

Andrew Dahl

Chief Executive Officer











20




List of Exhibits


 

 

Exhibit Number

Description

31.1

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended *

31.2

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended *

32.1

Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

32.2

Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *


*Furnished herewith (all other exhibits are deemed filed)








21