Notes to Financial Statements
December 31, 2015 and 2014
Note 1 Nature of Business
Therapeutic Solutions International, Inc. (the Company) was organized August 6, 2007 under the name Friendly Auto Dealers, Inc., under the laws of the State of Nevada. In the first quarter of 2011 the Company changed its name from Friendly Auto Dealers, Inc. to Therapeutic Solutions International, Inc., and acquired Splint Decisions, Inc., a California corporation organized September 21, 2010 (Splint). Splint is treated as the accounting acquirer in the accompanying financial statements.
Until April 28, 2014 the Company sold (directly and through distributors and sublicensees), in non-US countries, plastic intraoral devices known as Anterior Midpoint Stop Appliances (AMPSA Products)
.
Our customers were dentists and doctors. The AMPSA Products, which are used for the treatment and prevention of common neurological and temporomandibular disorders including migraine headaches, migraine pain and bruxism.
On April 28, 2014, we received a letter from Mr. J. Christopher Jaczko, a lawyer with the Procopio law firm in San Diego who represents Boyd Research, Inc. and related parties. In his letter, Mr. Jaczko notified us that our license to use the international patents for our AMPSA device, pursuant to our license agreement with his clients effective January 1, 2013, was terminated. The ostensible reason Mr. Jaczko gave was our failure to make certain unspecified payments due under the license agreement to his clients. We disputed the termination, but believed that the costs involved with litigating the termination of the New License was not in the best interest of the Company and its shareholders. Therefore, the Company moved in a new direction.
Currently the Company is focused on immune modulation for the treatment of several specific diseases. Immune modulation refers to the ability to upregulate (make more active) or downregulate (make less active) ones immune system.
Activating ones immune system is now a well-accepted method to cure certain cancers, reduce recovery time from viral or bacterial infections and to prevent illness. On the other hand, inhibiting ones immune system is vital for reducing inflammation, autoimmune disorders and allergic reactions.
TSI is developing a range of immune-modulatory agents to target certain cancers, improve maternal and fetal health, fight periodontal disease, and for daily health. The following outlines our relationships and divisions to focus on each of these programs:
Nutraceutical Division
TSI has been producing high quality nutraceuticals. Its flagship product, ProJuvenol
®
, is a proprietary mixture containing pterostilbene one of the most potent antioxidants known. TSOI filed a patent application for ProJuvenol
®
on 07-08-2015 titled: Augmentation of Oncology Immunotherapies by Pterostilbene Containing Compositions. . In addition we recently introduced a line of oncologist friendly nutraceuticals in liposome formula. These include CoQ10, Curcumin, Glutathione, and Vitamin-C in 16oz bottles.
OmniBiome, Inc.,
(OMNI) - is a partially-owned subsidiary of TSI, incorporated in the State of Delaware on October 20, 2015, where the intellectual property surrounding probiotics is housed. As of October 25, 2016, TSI owns approximately 73.75% of the outstanding shares of OmniBiome. Website:
http://omnibiomeinc.com
On November 18, 2015 the Company licensed to OmniBiome, Inc. certain intellectually property. The License agreement in its entirety may be read as an exhibit filed with Form 8K:
https://www.sec.gov/Archives/edgar/data/1419051/000107878215001890/f8k111715_ex10z1.htm
Licensed Patent Rights: Shall mean:
a. Patent Application Serial No. 62/213260 filed 9-02-2015 by Licensor.
b. Patent Application Serial No. 62/219020 filed 9-15-2015 by Licensor.
c. Patent Application Serial No. 62/232722 filed 9-25-2015 by Licensor.
1. Initial Payment and Royalty Rate. For the licensed herein granted:
(a) Licensee agrees to pay a sign-up fee of $ 50,000.00. As of October 25, 2016 this fee has not been paid. OmniBiome did not have any operations as of December 31, 2015.
(b) Licensee shall pay on earned royalty of Five Percent (5 %) of Licensees Gross Sales of Products and fifty percent (50%) of the sublicensing receipts.
F-6
(c) Licensee shall pay an annual minimum royalty fee of Fifteen Thousand Dollars ($15,000.00) for each licensed Product.
On December 4, 2015 the Company licensed to OmniBiome, Inc. certain intellectually property. The License agreement in its entirety may be read as an exhibit filed with Form 8K:
https://www.sec.gov/Archives/edgar/data/1419051/000107878215001971/f8k120815_ex10z2.htm
1. Licensed Patent Rights: Shall mean:
a. Patent Application Serial No. 62/194990 filed 7-21-2015 by Licensor.
1. Initial Payment and Royalty Rate. For the licensed herein granted:
(a) Licensee agrees to pay a sign-up fee of $ 50,000.00. As of October 25, 2016 this fee has not been paid.
(b) Licensee shall pay on earned royalty of Five Percent (5 %) of Licensees Gross Sales of Products and fifty percent (50%) of the sublicensing receipts.
(c) Licensee shall pay an annual minimum royalty fee of Fifteen Thousand Dollars ($15,000.00) for each licensed Product.
Current programs focus on the use of probiotics to prevent pre-term labor and on using probiotics to reverse periodontal disease. Mr. Dixon and Mr. Berg, of the Company, are also officers and Directors of Omni. As of October 25, 2016 TSI owns approximately 73.75% of the outstanding shares of Omni. Website:
http://omnibiomeinc.com
.
Note 2 Significant Accounting Policies
Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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.
Cash
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2015 and 2014. Other assets include restricted cash of $10,000 that is used to secure a company credit card.
Depreciation and Amortization
Depreciation is calculated using the straight line method over the estimated useful lives of the assets. Amortization is computed using the straight line method over the term of the agreement.
Intangible Assets
Intangible assets consisted primarily of intellectual properties such as proprietary nutraceutical formulations. Intellectual assets are capitalized in accordance with ASC Topic 350 Intangibles Goodwill and Other.
Long-lived Assets
In accordance with ASC 360, Property, Plant and Equipment, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the year ended December 31, 2014, the Company recognized an impairment charge of $210,000 for intangible assets.
F-7
Income Taxes
The Company accounts for income taxes under ASC 740
"Income Taxes,"
which codified SFAS 109,
"Accounting for Income Taxes"
and FIN 48
Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109.
Under the asset and
liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Going Concern
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has experienced recurring losses over the past years which have resulted in stockholders accumulated deficits of approximately $3.2 million at December 31 2015. These conditions raise uncertainty about the Companys ability to continue as a going concern.
The Companys ability to continue as a going concern is contingent upon its ability to secure additional financing, increase sales of its products and attain profitable operations. It is the intent of management to continue to raise additional capital. However, there can be no assurance that the Company will be able to secure such additional funds or obtain such on terms satisfactory to the Company, if at all.
The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Share Based Expenses
ASC 718
"Compensation - Stock Compensation,"
which codified SFAS 123, prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. Such payments may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity. See also
Note 6 Equity Transactions.
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50
"Equity-Based Payments to Non-Employees,"
which codified SFAS 123, and the Emerging Issues Task Force consensus in Issue No. 96-18,
"Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services".
Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of the performance commitment date or performance completion date. See also Note 6 Equity Transactions.
Recently Implemented Standards
The Company has implemented all new accounting pronouncements that are in effect that may impact its financial statements and does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial statements.
Note 3 Restricted Cash
Other non-current asset is a $10,000 certificate of deposit with an annual interest rate of 0.6%. This certificate matures on June 17, 2017, and is used as collateral for a Company credit card, pursuant to a security agreement dated June 20, 201
1.
F-8
Note 4 Equipment
The cost and accumulated depreciation of fixed assets and equipment at December 31, 2014 and 2013 are summarized below:
|
|
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
Computer Hardware
|
$
|
10,747
|
$
|
10,747
|
Office Furniture and Equipment
|
|
3,639
|
|
3,639
|
Shipping and Other Equipment
|
|
1,575
|
|
1,575
|
Total
|
|
15,961
|
|
15,961
|
Accumulated Depreciation
|
|
(15,961)
|
|
(15,961)
|
Property and Equipment, net
|
$
|
-
|
$
|
-
|
Depreciation is calculated using the straight line method over the estimated useful lives of the assets. Depreciation expenses for the years ended December 31, 2015 and 2014 were $0 and $21,132, respectively.
Note 5 License Agreements
The Company had a New License Agreement for the period from August 24, 2012 to December 31, 2012, an exclusive worldwide license with a 30% royalty on net sales (subject to reduction under certain conditions). Also, the New License Agreement granted the Company, for the period from January 1, 2013 forward, a royalty-free nonexclusive worldwide license to make and sell
certain products, but excluding the United States market. On April 28, 2014, the Company received a letter from Mr. J. Christopher Jaczko, a lawyer with the Procopio law firm in San Diego who represents Boyd Research, Inc. and related parties. In his letter, Mr. Jaczko notified us that our license to use the international patents for our AMPSA device, pursuant to our license agreement with his clients effective January 1, 2013, was terminated
Note 6 - Intangible Asset
On December 9, 2014 the Company contractually obtained the rights, title and interest in and to proprietary formulations for two nutritional supplement products known under the trade names: (a) T-Rx; and, (b) Vital Female; and, (ii) the purchase of all legal right, title and interest, in and to intellectual property including, but not limited to, Innovatives nutritional supplement product known under the trade name: Projuvenol. The Company issued 100,000,000 shares for this rights, title and interest. The fair value of the 100,000,000 shares of common stock of $210,000 was recorded as an intangible asset. On December 31, 2014, the Company performed an impairment test on the intellectual property. The Company recorded impairment of $210,000.
Note 7
Notes Payable-related party
As of December 31, 2015 and 2015, the Notes Payable are as the following:
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|
|
|
|
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
Issued
|
Original
|
|
|
|
Total
|
Interest
|
Noteholder
|
Date
|
amounts
|
Addition
|
Repayment
|
Interest
|
Balance
|
Rate
|
Gerry Berg
|
12/18/2015
|
80,000
|
-
|
-
|
-
|
80,000
|
8%
|
Barry Glassman
|
1/14/2013
|
15,000
|
-
|
-
|
1,147
|
13,574
|
10%
|
Timothy Dixon
|
1/16/2013
|
19,000
|
-
|
2,000
|
1,368
|
13,595
|
9.75%
|
Timothy Dixon
|
1/16/2013
|
15,000
|
7,300
|
-
|
1,190
|
20,069
|
10%
|
Timothy Dixon
|
12/18/2015
|
80,000
|
-
|
-
|
-
|
80,000
|
8%
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
Issued
|
Original
|
|
|
|
Total
|
Interest
|
Noteholder
|
Date
|
amounts
|
Addition
|
Repayment
|
Interest
|
Balance
|
Rate
|
Barry Glassman
|
1/14/2013
|
15,000
|
-
|
3,000
|
1,173
|
12,427
|
8%
|
Timothy Dixon
|
1/16/2013
|
19,000
|
4,000
|
5,005
|
1,540
|
15,946
|
9.75%
|
Timothy Dixon
|
1/16/2013
|
15,000
|
-
|
6,000
|
1,141
|
11,578
|
10%
|
F-9
Note 8
Equity Transactions
Preferred Stock
The Company is authorized to issue 5,000,000 shares of $.001 par value preferred stock. The Company has not issued any preferred stock.
Common Stock
As of July 27, 2016, the Company is authorized to issue 990,000,000 shares of $.001 par value common stock. All shares have equal voting rights, are non-assessable, and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.
On March 31, 2014, we issued 2,500,000 shares of common stock, v
alued at $.0035 per share, for consulting services.
On March 31, 2014, we issued 2,500,
000 shares of common stock, valued at
$.004 per share, for consulting services.
On March 31, 2014, we issued 2,000,000 shares of common stock, valued at $.0035 per share, for consulting services.
On March 31, 2014, we issued 5,000,000 shares of common stock, valued at $.004 per share, for legal services.
On June 19, 2014,
we issued 45,000,000 shares of common stock, valued at $.003 per share, to an officer of the Company for a conversion of no
tes payable for accrued wages.
On June 19, 2014, we issued
45,000,000 shares of common stock, valued at $.003 per share, to an officer of
the Company for a conversion of notes payable for accrued wages.
On September 30, 2014, we issued 26,562,500
, shares of common stock, valued at $.002 per share, to an officer of the Company for a conversion of
notes payable for accrued wages.
On September 30, 2014, we issued 21,476,435shares of common stock, valued at $.002 per share, to an officer of the Company for a conversion of notes payable for accrued wages.
On September 30, 2014, we issued 26,562,500 shares of common stock, valued at $.002 per share, to an officer of the Company for a conversion of notes payable for accrued wages.
On September 30, 2014, we issued 21,250,000 shares of common stock, valued at $.002 per share, to an officer of the Company for a conversion of notes payable for accrued wages.
On September 30, 2014, we issued 7,682,165 shares of common stock, valued at $.002 per share, to an officer of the Company for a c
onversion of notes payable for accrued wages.
On December 9, 2014, we issued 100,000,000 shares of common stock, valued at $.0021 per share, in regard to a Material Definitive Agreement (Form
8-K filed on December 10, 2014).
On March 27, 2015, we issued 20,000,000 shares of common stock, valued at $.0025 per share, for an investment in the Companys Private Placement.
On February 27, 2015, we issued 2,000,000 shares of common stock, valued at $.0025 per share, fo
r consulting services.
On April 1, 2015, we issued 10,000,000 shares of common stock, valued at $.0025 per share, for consulting services.
On April 17, 2015, we issued 20,000,000 shares of common stock, valued at $.0025 per share, for an investment in the Companys Private Placement.
On June 1, 2015, we issued 3,000,000 shares of common stock, valued at $.0026 per share, for consulting services.
On June 1, 2015, we issued 7,000,000 shares of common stock, valued at $.0025 per share, for leg
al services
F-10
On June 8, 2015, we issued 1,000,000 shares of common stock, val
ued at $.0025 per share, for an investment in the Companys
Private Placement.
On July 15, 2015, we issued 1,000,000 shares of common stock, valued at $.0025 per share, for an investment in the Companys Private Placement.
On August 31, 2015, we issued 10,000,000 shares of common stock, valued at $.0025 per share, for an investment in the Companys Private Placement.
On September 25, 2
015, we issued 10,000,000 shares of co
mmon stock, valued at $.0046 per share, for consulting services.
On October 1, 2015, we issued 23,000,000 shares of common stock, valued at $.0063 per share, for consulting services.
On October 13, 2015, we issued 2,500,000 shares of common stock, valued at $.0060 per share, for consulting services.
On October 14, 2015, we issued 2,000,000 shares of common stock, valued at $.0025 per share, for an investment in the Company
s Private Placement.
On October 16, 2015, we issued 4,000,000 shares of common stock, valued at
$.0025 per share, for an investment in the Companys Private Placement.
On November 9, 2015, we issued 3,000,000 shares of common stock, valued a
t $.0025 per share, for an investment in the Companys Private Placement.
On November 23, 2015, we issued 20,000,000 shares
of common stock, valued at $.0025 per share, for an investment in the Companys Private Placement.
On November 30, 2015, we issued 2,500,000 share
s of common stock, valued at $.01 per share, for legal services.
On January 4, 2016, we issued 2,500,000 shares of common stock, valued at $.0004 per share, for consulting services.
On January 22, 2016, we issued 2,500,000 shares of common stock, valued at $.0035 per share, for consulting services.
On February 1, 2016, we issued 2,500,000 shares of common stock, valued at $.003 per share, for consulting services.
On February 5, 2016, we issued 8,000,000 shares of common stock, valued at $.0025 per share, for an investment in the Companys Private Placement.
On February 22, 2016, we issued 5,451,000 shares of common stock, valued at $.003 per share, in regard to a License Agreement (Form 8-K filed on February 25, 2016).
O
n February 26, 2016, we issued 1,000,000 shares of common stock, valued at $.0025 per share, for an investment in the Companys Private Placement.
On March 7, 2016, we
issued 10,000,000 shares of common stock, valued at $.004 per share, for consulting services.
On March 21, 2016, we issued 100,800,000 shares of common stock, valued at $.0025 per share, for an inves
tment in the Companys Private Placement.
On May 2, 2016, we issued 1,000,000 shares of common stock, valued at $.0025 per share, for an investment in the Company
s Private Placement and 1,000,000 shares of common stock, valued at $.0053 per share, for consulting services.
On May 26, 2016, we issued 2,500,000 shares of common stock, valued at $.0066 per share, for consulting services.
On May 26, 2016, we issued 2,000,000 shares of common stock, valued at $.0025 per share, for an investment in the Companys Private Placement.
On May 31, 2016, we issued 2,500,000 shares of common stock, valued at $.0066 per share, for legal services.
F-11
On July 27, 2016, we filed with the Nevada Secretary of State a Certificate of Amendment to Ar
ticles of Incorporation to effect an amendment (the Amendment) changing the number of authorized shares of our common stock to 990,000,000.
On September 16, 2016, we issued 12,500,000 shares of common stock, valued at $.004 per share, for an investment in the Companys Private Placement.
On October 18, 2016, we issued 40,000,000 shares valued at $.0045 to the officers and directors of the Company for services, and 5,000,000 shares valued at $.0045 for consulting services.
Note 9 Related Party Transactions
On June 19, 2014, we issued 45,000,000 shares of common stock, valued at $.003 per share, to an officer of the Company for a conversion of notes payable for accrued wages.
On June 19, 2014, we issued 45,000,000 shares of common stock, valued at $.003 per share, to an officer of the Company for a conversion of notes payable for accrued wages.
On September 30, 2014, we issued 26,562,500, shares of common stock, valued at $.002 pe
r share, to an officer of the Company for a conversion of notes payable for accrued wages.
On September 30, 2014, we issued 21,476,435shares of common stock, valued at $.002 per share, to an officer of the Company for a conversion of notes payable for accrued wages.
On September 30, 2014, we issued 26,562,500 shares of common stock, valued at $.002 per share, to an officer
of the Company for a conversion of notes payable for accrued wages.
On September 30, 2014, we issued 21,250,000 shares of common stock, valued at $.002 per share, to an officer of the Company for a conversion of notes payable for accrued wages.
On September 30, 2014, we issued 7,682,165 shares of common stock, valued at $.002 per share, to an officer of the Company for a conversion of notes payable for accrued wages.
As of December 31, 2015, the Company has advanced approximately $117,900 to the officers of the company. Additionally the officers of the Company waived their monthly salary accrual
from July 1, 2014 to December 31, 2014. The Co
mpany accrued officers salary of $20,384 in 2015 ($43,675 in 2014).
On October 18, 2016,
we issued 40,000,000 shares valued at $.0045 to
the officers and directors of the Company for services.
Note 10 Inc
ome Taxes
The Company has net operating losses carried forward of $2,270,802 (2014 $2,04
3,048) available to offset taxable income in future years which expire beginning in fiscal 2031.
The Company is subject to United
States federal and state income taxes at an approximate rate of 45%. The reconciliation of the provision for income
taxes at the United States federal statutory rate compared to the Companys income tax expense as reported is as follows:
|
|
|
|
December 31, 2015
$
|
December 31, 2014
$
|
Net loss before income taxes per financial statements
|
(586,441)
|
(288,750)
|
Income tax rate
|
45%
|
45%
|
Income tax recovery
|
(263,898)
|
(123,619)
|
Permanent differences
|
88,616
|
6,318
|
|
|
|
Change in valuation allowance
|
175,282
|
117,301
|
Provision for income taxes
|
|
|
F-12
The significant components of deferred income tax assets and liabilities at December 31, 2015 and 2014 are as follows:
|
|
|
|
December 31, 2015
$
|
December 31, 2014
$
|
Net operating loss carry-forward
|
1,021,679
|
846,397
|
Valuation allowance
|
(1,021,679)
|
(846,397)
|
Net deferred income tax asset
|
|
|
Note 11 Discontinued O
peration
On April 28, 2014, we received a letter from Mr. J. Christopher Jaczko, a lawyer with the Procopio law firm in San Diego who represents Boyd Research, Inc. and related parties. In his letter, M
r. Jaczko notified us that our license to use the international patents for our AMPSA device, pursuant to our license agreement with his clients effective January 1, 2013, was termi
nated.
The following are the summarized results of discontinued operations for the years ended December 31, 2015 and 2014 and the Balance Sh
eet as of December 31, 2015 and 2014:
|
|
|
|
|
|
|
For the Year Ended December 31, 2015
|
|
For the Year Ended December 31, 2014
|
Net international revenues
|
$
|
-
|
$
|
268,892
|
Cost of goods sold
|
|
-
|
|
(26,798)
|
Selling expenses
|
|
-
|
|
(6,525)
|
Bad debt
|
|
(9,770)
|
|
-
|
Obsolete Inventory
|
|
(4,052)
|
|
-
|
Royalties
|
|
-
|
|
13,433
|
|
$
|
(13,822)
|
$
|
249,002
|
|
|
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
|
|
|
|
|
Assets
|
|
|
|
|
Accounts Receivable, net
|
$
|
-
|
$
|
46,895
|
Total assets of discontinued operations
|
$
|
-
|
$
|
46,895
|
Note 12 Litigation
The Company previously reported, on
April 29, 2013 a former employee of the Company, Reid Jilek, sue
d the Company, its two directors and its three officers in San Diego County (California) Superior Court for breach of contract, retaliation, constructive discharge, failure to pay wages, failure
to reimburse, conversion and fraudulent inducement. The complaint related to his employment agreeme
nt with the Company and his resignation which was effective in January 2013.
The trial was held in September 2014. On September 26, 2014 the Court ruled in favor of the Company and against all of
Jilek's claims, and ruled that the Company was the prevailing party, and therefore was entitled to recover its attorneys fees and costs from Jilek. The Company did not prevail in its cross-claims against Jilek. Jilek's claims against the Compan
ys directors and officers had previously been dismis
sed.
Note 13 Subsequent Events
On January 4, 2016, we issued 2,500,000 sha
res of common stock, valued at $.0025 per share, for consulting services.
On January 22, 2016, we issued 2,500,000 shares of common stock, valued at $.0035 per share, for consulting services.
On February 1, 2016, we issued 2,500,000 shares of common stock, valued a
t $.003 per share, for consulting services.
On February 5, 2016, we issued 8,000,000 shares of common stock, valued at $.0025 per share, for an investment in the Companys Private Placement.
F-13
On February 22, 2016, we issued 5,451,
000 shares of common stock, valued at $.003 per share, in regard to a License Agreement (Form 8-K filed on February 25, 2016).
On February 26, 2016, we issued 1,000,000 shares of common stock, valued at $.0025 per share, for an investment in the Companys Private Placement.
On March 7, 2016, we issued 10,000,000 shares of common stock, valued at $.0025
per share, for consulting services.
On March 21, 2016, we issued 100,800,000 shares of common stock, valued at $.0025 per share, for an investment in the Companys Private Placement.
On May 2, 2016, we issued 1,000,000 shares of common stock, valued at $.0025 per share, for an investment in the Companys Private Placement and 1,000,000 shares of common stock, valued at $.0053 per share, for consulting services.
On May 26, 2016, we issued 2,500,000 shares of
common stock, valued at $.0066 per share, for consulting services.
On May 26, 2016, we issued 2,000,000 shares of common stock, valued at $.0025 per share, for an investment in the Companys Private Placement.
On May 31, 2016, we issued 2,500,000 shares of common stock, valued at $.0066 per share, for legal services.
On January 21, 2016, our Board of Directors elected Thomas E. Ichim, Ph.D, to fill a vacant seat on o
ur Board of Directors.
On February 05, 2016, Therapeutic Solutions International, Inc. licensed certain intellectual property to MolecuVax, Inc., a wholly owned subsidiary of Therapeutic Solutions International, Inc., Application No. 62/258,007 titled Exosome Mediated Innate and Adaptive Immune Stimulation for Treatment of Cancer.
On April 27, 2016, the United States Patent and Trademark Office (the USPTO) accepted U.S. Application No. 62/327756 titled Augmentation Of Stem Cell Activity Using Pterostilbene And Compositions Containing Pterostilbene.
On July 27, 2016, we filed with the Nevada Secretary of State a Certificate of Amendment to Articles of Incorporation to effect an amendment (the Amendment) changing the number of authorized shares of our common stock to 990,000,000.
On August 22, 2016, the Board of Directors deemed it to be in the best interest of the Company to affect a reverse stock-split of its common stock of one (1) new common share for each two (2) old common shares of stock, subject to approval by a majority of shareholders. If sufficient votes are not obtained from a majority of shareholders, this action will become cancelled as of October 31, 2016.
On September 16, 2016, we issued 12
,500,000 shares of common stock, valued at $.004 per share, for an investment in the Companys Private Placement.
The Company previously announced that MolecuVax, Inc. (MVAX) was a partially-owned subsidiary of TSOI. On September 30, 2016, Mr. Gerry Berg, and Mr. Timothy Dixon resigned as Officers and Directors of MVAX and cancelled any and all equity in MVAX and have asserted certain contractual rights of our licensed patent to MVAX dated February 5
th
, 2016. Our departure and
subsequent cancellation of stock was due to an attempt at a hostile take-over of the Board of Directors of
MVAX by other board members. In addition, on October 12, 2016, Dr. Thomas Ichim also resi
gned from MVAX as CEO and Director.
The Company previously announced that TSOI held an equity stake in Capo Therapeutics, Inc. (CAPO). On September 30, 2016, Mr. Gerry Berg, and Mr. Timothy Dixon resigned as Officers and Direc
tors of CAPO and cancelled any and all equity in CAPO. Our departure and subsequent cancellation of stock was due to an attempt at a hostile take-over of the Board of Direc
tors of CAPO by other board members.
On October 18, 2016, we issued 40,000,000 shares valued at $.0045 to the officers and directors of the Company for services, and 5,000,000 shares valued at $.0045 for consulting services.
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