Quarterly Report (10-q)

Date : 02/14/2020 @ 8:37PM
Source : Edgar (US Regulatory)
Stock : AngioSoma Inc (PK) (SOAN)
Quote : 0.0015  -0.0001 (-6.25%) @ 9:20PM

Quarterly Report (10-q)

 

 

UNITED STATES

SECURITY AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

 

FORM 10-Q

_________________________

 

(MARK ONE)

 

  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2019 

 

or

 

  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________ to _________

 

Commission File Number: 333-170315

AngioSoma Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

27-3480481

(State or other jurisdiction of Incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

 

 

2500 Wilcrest Drive, 3rd Floor
Houston, TX

 

77042

(Address of principal executive offices)

 

(Zip code)

 

Registrant’s telephone number, including area code: 832-781-8521

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer

Accelerated filer

 

Non-accelerated filer

Smaller reporting company

 

(Do not check is smaller reporting company)

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    

 

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

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Title of each class

Trading Symbol

Name of each exchange on which registered

N/A

N/A

N/A

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of February 14, 2020, 225,634,365 shares of common stock issued and outstanding.




Table of Contents

 

TABLE OF CONTENTS

 

PART I — FINANCIAL INFORMATION

4

 

 

Item 1. Financial Statements

4

 

 

Consolidated Balance Sheets as of December 31, 2019 and September 30, 2019 (Unaudited)

4

 

 

Consolidated Statements of Operations for the Three Months Ended December 31, 2019 and 2018 (Unaudited)

5

 

 

Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended December 31, 2019 and 2018  (Unaudited)

6-7

 

 

Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2019 and 2018 (Unaudited)

8

 

 

Notes to the Unaudited Consolidated Financial Statements

9-12

 

 

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

13

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

14

 

 

Item 4. Controls and Procedures

14

 

 

PART II — OTHER INFORMATION

15

 

 

Item 1. Legal Proceedings

15

 

 

Item 1A. Risk Factors

15

 

 

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

15

 

 

Item 3. Defaults upon Senior Securities

16

 

 

Item 4. Mine Safety Disclosures

16

 

 

Item 5. Other Information

16

 

 

Item 6. Exhibits

16

 

- 2 -



Table of Contents

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors, which may cause actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

 

OTHER PERTINENT INFORMATION

 

When used in this report, the terms, “we,” the “Company,” “our,” and “us” refers to AngioSoma Inc., a Nevada corporation and its subsidiaries unless the context specifically indicates otherwise.

 

- 3 -



Table of Contents

 

PART I — FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

ANGIOSOMA INC.

CONSOLIDATED BALANCE SHEETS


 

 

December 31,

 

 

September 30,

 

 

 

2019

 

 

2019

 

 

 

 

(Unaudited)

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

48,709

 

 

$

100,459

 

Prepaid expenses and other current assets

 

 

3,130

 

 

 

787

 

Inventory

 

 

40,081

 

 

 

40,115

 

Total current assets

 

 

91,920

 

 

 

141,361

 

 

 

 

 

 

 

 

 

 

Fixed assets, net

 

 

1,430

 

 

 

822

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

93,350

 

 

$

142,183

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

133,467

 

 

$

135,067

 

Accounts payable to related party

 

 

173,568

 

 

 

291,372

 

Advances payable

 

 

59,650

 

 

 

59,650

 

Current portion of convertible notes payable, net of discount of $5,384 and $52,205, respectively

 

 

115,616

 

 

 

113,795

 

Current portion of accrued interest payable

 

 

227,917

 

 

 

227,734

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

710,218

 

 

 

827,618

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

710,218

 

 

 

827,618

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Common stock, $0.001 par value; 480,000,000 shares authorized; 210,301,032 and 170,467,283 shares issued and outstanding at December 31, 2019 and September 30, 2019, respectively

 

 

210,301

 

 

 

170,468

 

Preferred stock; 20,000,000 shares authorized:

 

 

 

 

 

 

 

 

Series A Preferred Stock, 0 and 5,800,000 shares issued and outstanding at December 31, 2019 and September 30, 2019, respectively

 

 

 

 

 

4,590,535

 

Series D Preferred Stock, $0.001 par value; 509,988 shares issued and outstanding at December 31, 2019 and September 30, 2019, respectively

 

 

510

 

 

 

510

 

Series E Preferred Stock, $0.001 par value; 1,000,000 shares issued and outstanding at December 31, 2019 and September 30, 2019, respectively

 

 

1,000

 

 

 

1,000

 

Series F Preferred Stock; $0.001 par value; 386,975 shares issued and outstanding at December 31, 2019 and September 30, 2019, respectively

 

 

387

 

 

 

387

 

Additional paid-in capital

 

 

6,005,578

 

 

 

1,225,272

 

Accumulated deficit

 

 

(6,834,644

)

 

 

(6,673,607

)

 

 

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS’ DEFICIT

 

 

(616,868

)

 

 

(685,435

)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$

93,350

 

 

$

142,183

 

 

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

 

- 4 -



Table of Contents

 

ANGIOSOMA INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

 

 

 

Three Months Ended

 

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

77

 

 

$

275

 

Cost of goods sold

 

 

14

 

 

 

47

 

Gross Profit

 

 

63

 

 

 

228

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

74,296

 

 

 

129,623

 

Total operating expenses

 

 

74,296

 

 

 

129,623

 

 

 

 

 

 

 

 

 

 

Loss From Operations

 

 

(74,233

)

 

 

(129,395

)

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

Loss on conversion of debt

 

 

 

 

 

(115,311

)

Interest expense

 

 

(86,804

)

 

 

(83,537

)

Total other income (expense)

 

 

(86,804

)

 

 

(198,848

)

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(161,037

)

 

$

(328,243

)

 

 

 

 

 

 

 

 

 

Net loss per common share - basic and diluted

 

$

(0.00

)

 

 

(0.00

)

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding – basic and diluted

 

 

190,202,931

 

 

 

74,910,986

 

 

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

 

- 5 -



Table of Contents

 

ANGIOSOMA INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

 

 

Common stock

 

Series A

Preferred Stock

 

Series B

Preferred Stock

 

Series D

Preferred Stock

 

Series E

Preferred Stock

 

Series F

Preferred Stock

 

Additional

paid-in

 

Other

Comprehensive

 

Accumulated

 

Total

Equity

 

 

 

Shares

 

Par

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

capital

 

Income

 

Deficit

 

(Deficit)

 

Balance, September 30, 2018

 

 

69,323,021

 

$

69,323

 

 

5,000,000

 

$

2,990,535

 

 

 

$

 

 

509,988

 

$

510

 

 

1,000,000

 

$

1,000

 

 

446,975

 

$

447

 

$

2,065,018

 

$

971

 

$

(5,998,535

)

$

(870,731

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for conversion of convertible note payable

 

 

12,265,832

 

 

12,266

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

61,214

 

 

 

 

 

 

73,480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued to officer as compensation

 

 

3,500,000

 

 

3,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

64,750

 

 

 

 

 

 

68,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beneficial conversion discount on convertible notes payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

97,421

 

 

 

 

 

 

97,421

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on conversion of debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

115,311

 

 

 

 

 

 

115,311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended December 31 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(328,243

)

 

(328,243

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2018

 

 

85,088,853

 

$

85,089

 

 

5,000,000

 

$

2,990,535

 

 

 

$

 

 

509,988

 

$

510

 

 

1,000,000

 

$

1,000

 

 

446,975

 

$

447

 

$

2,403,714

 

$

971

 

$

(6,326,778

)

$

(844,512

)

 

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

 

- 6 -



Table of Contents

 

ANGIOSOMA INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

 

 

Common stock

 

Series A

Preferred Stock

 

Series B

Preferred Stock

 

Series D

Preferred Stock

 

Series E

Preferred Stock

 

Series F

Preferred Stock

 

Additional

paid-in

 

Other

Comprehensive

 

Accumulated

 

Total

Equity

 

 

 

Shares

 

Par

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

capital

 

Income

 

Deficit

 

(Deficit)

 

Balance, September 30, 2019

 

 

170,467,283

 

$

170,468

 

 

5,800,000

 

$

4,590,535

 

 

 

$

 

 

509,988

 

$

510

 

 

1,000,000

 

$

1,000

 

 

386,975

 

$

387

 

$

1,225,272

 

$

 

$

(6,673,607

)

$

(685,435

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for conversion of convertible note payable and accrued interest

 

 

39,833,749

 

 

39,833

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

44,967

 

 

 

 

 

 

84,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beneficial conversion discount on convertible notes payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,000

 

 

 

 

 

 

32,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return of preferred shares and retirement of accrued compensation from legal settlement

 

 

 

 

 

 

(5,800,000

)

 

(4,590,535

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,703,339

 

 

 

 

 

 

112,804

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(161,037

)

 

(161,037

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2019

 

 

210,301,032

 

$

210,301

 

 

 

$

 

 

 

$

 

 

509,988

 

$

510

 

 

1,000,000

 

$

1,000

 

 

386,975

 

$

387

 

$

6,005,578

 

$

 

$

(6,834,644

)

$

(616,868

)

 

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

 

- 7 -



Table of Contents

 

ANGIOSOMA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

Three Months Ended

 

 

 

December 31,

 

 

 

2019

 

 

2018

 

CASH FLOW FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net loss

 

$

(161,037

)

 

 

(328,243

)

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

 

 

 

 

 

 

 

 

Depreciation

 

 

906

 

 

 

118

 

Amortization of discount on convertible note payable

 

 

81,821

 

 

 

76,554

 

Loss on conversion of debt

 

 

 

 

 

115,311

 

Stock-based compensation

 

 

 

 

 

68,250

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Inventory

 

 

34

 

 

 

(20,167

)

Prepaid expenses

 

 

(2,343

)

 

 

(3,150

)

Accounts payable and accrued liabilities

 

 

(1,600

)

 

 

6,656

 

Accounts payable to related party

 

 

(5,000

)

 

 

5,000

 

Accrued interest payable

 

 

4,983

 

 

 

6,983

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(82,236

)

 

 

(72,688

)

 

 

 

 

 

 

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Cash used to acquire fixed assets

 

 

(1,514

)

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

(1,514

)

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from convertible notes payable, net

 

 

32,000

 

 

 

35,000

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

32,000

 

 

 

35,000

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

 

(51,750

)

 

 

(37,688

)

 

 

 

 

 

 

 

 

 

Cash at beginning of period

 

 

100,459

 

 

 

91,597

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

$

48,709

 

 

$

53,909

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

 

$

 

 

$

 

Taxes

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

Noncash investing and financing transactions:

 

 

 

 

 

 

 

 

Conversion of convertible notes payable into common stock

 

$

84,800

 

 

$

73,480

 

Return of Series A preferred shares and settlement of related party compensation

 

$

4,703,339

 

 

$

 

Beneficial conversion discount on convertible notes payable

 

$

32,000

 

 

$

97,421

 

 

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

 

- 8 -



Table of Contents

 

ANGIOSOMA INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

(Unaudited)

 

Note 1. General Organization and Business

 

AngioSoma is a wellness company dedicated to bringing innovative, effective and high-quality supplement products to the medical, wellness and adult-use markets through our marketing subsidiary, SomaCeuticalsTM. SomaCeuticals has acquired a diversified supply of supplements, strong clinical, scientific and operating capabilities and leading product research and development infrastructure in order to create trusted products and brands in an expanding global market.

 

We have abandoned our pursuit of FDA clearance and marketing of any drugs or products, including LiprostinTM, the patented pharmaceutical for a controlled drug delivery system. When rights to the drug were acquired it was represented that the initial clinical trials had been successfully completed and the single remaining trial was eligible to go forward. Research disclosed the representations are untrue. Therefore, further efforts to seek clearance and market the product ceased.

 

The Company was incorporated on April 29, 2016. The Company’s year-end is September 30. On October 4, 2019, the Company filed Articles of Continuance with the Secretary of State of Wyoming to continue its business in the state of Wyoming.  The Company filed its Certificate of Dissolution with the Secretary of State of Nevada on October 21, 2019 since it is no longer a Nevada corporation.  The Company undertook the necessary steps to notify the Financial Industry Regulatory Authority (“FINRA”) of the move from Nevada to Wyoming, and on October 28, 2019, FINRA notified the Company that FINRA has updated their system to reflect that the Company is now a Wyoming company.

 

Note 2. Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the three months ended December 31, 2019, the Company had a net loss of $161,037 and negative cash flow from operating activities of $82,236. As of December 31, 2019, the Company had negative working capital of $618,298. Management does not anticipate having positive cash flow from operations in the near future.

 

These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

Management has plans to address the Company’s financial situation as follows:

 

In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company’s ability to continue as a going concern.

 

In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations.

 

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Table of Contents

 

Note 3. Summary of Significant Accounting Policies

 

Interim Financial Statements

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X and should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2019 which are included on our Form 10-K filed on December 31, 2019. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for the three months ended December 31, 2019 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2020.

 

Consolidated Financial Statements

 

The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, SomaCeuticals, Inc., First Titan Energy, LLC and First Titan Technical, LLC from the date of their formations or acquisition. Significant intercompany transactions have been eliminated in consolidation.

 

Recently Issued Accounting Pronouncements

 

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.


In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842): Accounting for Leases. This update requires that lessees recognize right-of-use assets and lease liabilities that are measured at the present value of the future lease payments at lease commencement date. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will largely remain unchanged and shall continue to depend on its classification as a finance or operating lease. We have performed a comprehensive review in order to determine what changes were required to support the adoption of this new standard. We elected certain practical expedients permitted under the transition guidance and the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. Under the new guidance, the majority of our leases will continue to be classified as operating leases. The Company adopted this guidance on October 1, 2019, with no impact to the consolidated financial statements due to the Company not being a party to any lease agreements.

 

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company adopted this guidance on October 1, 2019 with no material effect on our consolidated financial statements.

 

Note 4. Advances

 

As of December 31, 2019 and September 30, 2019, the Company had non-interest bearing advances payable to third parties of $59,650. These advances are payable on demand.

 

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Table of Contents

 

Note 5. Convertible Notes Payable

 

Convertible notes payable consisted of the following at December 31, 2019 and September 30, 2019:

 

 

 

December 31,

2019

 

 

September 30,

2019

 

Convertible note dated April 13, 2017 in the original principal amount of $20,000, no stated maturity date, bearing interest at 3% per year, convertible into common stock at a rate of $0.01 per share.

 

$

20,000

 

 

$

20,000

 

 

 

 

 

 

 

 

 

 

Convertible note dated April 1, 2019 in the original principal amount of $45,000, maturing February 15, 2019, bearing interest at 12% per year, convertible beginning September 28, 2019 into common stock at a rate of 65% of the average of the two lowest trading prices during the 15 trading days prior to conversion. In October 2019, principal of $45,000 and accrued interest of $2,700 were converted into 19,331,169 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement.

 

 

 

 

 

45,000

 

 

 

 

 

 

 

 

 

 

Convertible note dated May 21, 2019 in the original principal amount of $35,000, maturing March 15, 2019, bearing interest at 12% per year, convertible beginning November 17, 2019 into common stock at a rate of 65% of the average of the two lowest trading prices during the 15 trading days prior to conversion. In December 2019, principal of $35,000 and accrued interest of $2,100 were converted into 20,502,580 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement.

 

 

 

 

 

35,000

 

 

 

 

 

 

 

 

 

 

Convertible note dated August 2, 2019 in the original principal amount of $33,000, maturing May 15, 2020, bearing interest at 12% per year, convertible beginning January 29, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion.

 

 

33,000

 

 

 

33,000

 

 

 

 

 

 

 

 

 

 

Convertible note dated August 13, 2019 in the original principal amount of $33,000, maturing May 30, 2020, bearing interest at 12% per year, convertible beginning February 9, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion.

 

 

33,000

 

 

 

33,000

 

 

 

 

 

 

 

 

 

 

Convertible note dated October 28, 2019 in the original principal amount of $35,000, maturing September 15, 2020, bearing interest at 12% per year, convertible beginning April 5, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion.

 

 

35,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current convertible notes payable

 

 

121,000

 

 

 

166,000

 

 

 

 

 

 

 

 

 

 

 Less: discount on convertible notes payable

 

 

(5,384

)

 

 

(52,205

)

 Total convertible notes payable, net of discount

 

$

115,616

 

 

$

113,795

 

 

All principal along with accrued interest is payable on the maturity date. The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert the notes into shares of common stock if that conversion would result in the holder owning more than 4.9% of the outstanding stock of the Company. During the three months ended December 31, 2019, the Company recorded discounts to notes payable in connection with beneficial conversion features in the aggregate amount of $32,000 and deferred finance costs of $3,000, and recorded amortization of discounts in the amount of $81,821.

 

As of December 31, 2019 and September 30, 2019, accrued interest on notes payable was $227,917 and $227,734, respectively.

 

During the three months ended December 31, 2019 and 2018, interest expense on the convertible notes payable was $4,983 and $6,983, respectively.

 

- 11 -



Table of Contents

 

 Note 6. Related Party Transactions

 

David Summers, a significant shareholder of the Company, formerly provided consulting services to the Company related to the development of our products. In addition, the Company had previously rented office space from Mr. Summers for $400 per month under a month to month lease. As part of the legal settlement discussed in Note 8, the Company was relived of these outstanding claims, and the unpaid liability balance of $112,804 was retired as contributed capital.

 

Alex Blankenship is paid $5,000 per month under her employment agreement as Chief Executive Officer of the Company. As of December 31, 2019, the Company owed Ms. Blankenship $135,438 for unpaid compensation. 

 

As of December 31, 2019, the Company owed Sydney Jim, our former CEO, $38,130 for accrued but unpaid compensation.

 

Note 7. Stockholders’ Equity (Deficit)

 

Preferred Series A


During the three months ended December 31, 2019, the Company entered into a settlement agreement with David Summers, the Company’s former CEO and a common stockholder. As part of this settlement, David Summers returned 5,800,000 Series A preferred shares to the Company which were cancelled. See Note 8 for additional information regarding the settlement.


Common stock issued for conversion of convertible notes payable

 

During the three months ended December 31, 2019, the Company issued 39,833,749 shares of common stock upon the conversion of principal of $80,000 and accrued interest of $4,800. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement.

 

Beneficial conversion feature

 

During the three months ended December 31, 2019, the Company charged to additional paid-in capital the aggregate amount of $32,000 on connection with the beneficial conversion feature of notes payable.

 

Note 8. Commitments and Contingent Liabilities

 

Litigation

 

The Company was involved in a legal dispute with Mr. David Summers, a significant shareholder, regarding the settlement of claims on certain patents and formulas.  In October 2019, the Company entered into a settlement agreement with David Summers whereby all claims, disputes and litigation were dismissed. Mr. Summers returned 5,800,000 shares of Series A Preferred stock to the Company, which were cancelled. The Company was relieved of the previously recognized liability for compensation amounts due to Mr. Summers of $112,804. The Company assigned three patents that it previously held to David Summers, which had no book value as of the date of the settlement.  The settlement was recorded as a capital transaction due to the related party nature and as such no gain or loss was recorded.

 

Note 9.  Subsequent Events

 

On January 14, 2020, the Company entered into a convertible promissory note of $38,000, which matures on November 1, 2020 and bears interest at 12%. The promissory note is convertible beginning July 16, 2020 into common stock at a rate of 65% of the average of the two lowest trading prices during the 15 trading days prior to conversion. The Company received cash proceeds of $35,000 after deferred financing fees.

 

On February 10, 2020, the holders of the convertible note payable dated August 2, 2019 elected to convert principal in the amount of $12,000 into 6,000,000 shares of the Company’s common stock at a price of $0.002 per share.  There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement.

 

On February 14, 2020, the holders of the convertible note payable dated August 2, 2019 elected to convert principal in the amount of $14,000 into 9,333,333 shares of the Company’s common stock at a price of $0.0015 per share.  There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement.

 

- 12 -



Table of Contents

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

AngioSoma is a wellness company dedicated to bringing innovative, effective and high-quality supplement products to the medical, wellness and adult-use markets through our marketing subsidiary, SomaCeuticalsTM. SomaCeuticals has acquired a diversified supply of supplements, strong clinical, scientific and operating capabilities and leading product research and development infrastructure in order to create trusted products and brands in an expanding global market.

 

We have abandoned our pursuit of FDA clearance and marketing of any drugs or products, including LiprostinTM, the patented pharmaceutical for a controlled drug delivery system. When rights to the drug were acquired it was represented that the initial clinical trials had been successfully completed and the single remaining trial was eligible to go forward. Research disclosed the representations are untrue. Therefore, further efforts to seek clearance and market the product ceased.

 

Critical Accounting Policies

 

We prepare our consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends, and other factors that management believes to be important at the time the condensed consolidated financial statements are prepared. We regularly review our accounting policies, and how they are applied and disclosed in our condensed consolidated financial statements.

 

While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

 

Results of Operations

 

Three Months Ended December 31, 2019 Compared to the Three Months Ended December 31, 2018

 

Revenue.  We had revenue of $77 for the three months ended December 31, 2019 compared to $275 for the three months ended December 31, 2018.  

 

Cost of goods sold.  We had cost of goods sold of $14 for the three months ended December 31, 2019 compared to $47 for the three months ended December 31, 2018.

 

General and administrative expense.  We recognized general and administrative expense of $74,296 for the three months ended December 31, 2019 compared to $129,623 for the comparable period of 2018. The decrease in general and administrative expense was related primarily to decreases in consulting fees and computer/internet expenses. 

 

Loss on conversion of debt.  We recognized a loss on the conversion of debt in the amount of $115,311 during the three months ended December 31, 2018.

 

Interest expense.  We recognized interest expense of $86,804 for the three months ended December 31, 2019 compared to $83,537 for the comparable period of 2018, including amortization of the discount on convertible notes payable of $81,821 and $76,554 during the three months ended December 31, 2019 and 2018, respectively.

 

Net loss.  For the reasons above, we recognized a net loss of $161,037 for the three months ended December 31, 2019 compared to $328,243 for the three months ended December 31, 2018.

 

- 13 -



Table of Contents

 

Liquidity and Capital Resources

 

At December 31, 2019, we had cash on hand of $48,709. The Company has negative working capital of $618,298. Net cash used in operating activities for the three months ended December 31, 2019 was $82,236. Cash on hand is adequate to fund our operations for less than twelve months. We do not expect to achieve positive cash flow from operating activities in the near future. We will require additional cash in order to implement our business plan. There is no guarantee that we will be able to attain fund when we need them or that funds will be available on terms that are acceptable to the Company. We have no material commitments for capital expenditures as of December 31, 2019.

 

During the three months ended December 31, 2019, the Company used cash in operating activities in the amount of $82,236. This consisted of the net loss of $161,037, partially offset by the following non-cash operating expenses: depreciation in the amount of $906; amortization of the discount on notes payable in the amount of $81,821, and changes in working capital of $3,926. The Company used $1,514 of cash for investing activities during the three months ended December 31, 2019 related to the purchase of fixed assets. The Company had cash flows from financing activities of $32,000 from the proceeds of convertible notes payable.

 

Additional Financing

 

Additional financing is required to continue operations. Although actively searching for available capital, the Company does not have any current arrangements for additional outside sources of financing and cannot provide any assurance that such financing will be available.

 

Off Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable to a smaller reporting company.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Management’s Report on Internal Control over Financial Reporting

 

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2019. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2019, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

1.

As of December 31, 2019, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

 

2.

As of December 31, 2019, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

 

- 14 -



Table of Contents

 

Our management, including our principal executive officer and principal financial officer, who is the same person, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

 

Change in Internal Controls Over Financial Reporting

 

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II — OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

As of September 30, 2019, the Company was involved in litigation: Cause No. 2018-48120; Somaceuticals, Inc. and AngioSoma, Inc. v. David Summers in the 151st District Court of Harris County, Texas. Dr. Summers provided scientific expertise to AngioSoma for several years, and there was a dispute regarding the ownership of several patents and other intellectual property. AngioSoma obtained a favorable settlement of the lawsuit on October 16, 2019, which resulted in the settlement of all claims of both parties along with (i) the assignment by the Company of certain technology and intellectual property to Dr. Summers, (ii)  the assignment by Dr. Summers of any interest he owns in certain technology and intellectual property to the Company; and (iii) the assignment by Summers of 5,800,000 shares of Series A preferred stock of the Company to the Company.

 

We know of no other material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.

 

ITEM 1A. RISK FACTORS

 

Not applicable to a smaller reporting company.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Set forth below is information regarding the securities sold during the quarter ended December 31, 2019 that were not registered under the Securities Act:

 

Date of Sale

 

Title of Security

 

Number Sold

 

Consideration Received
and Description of
Underwriting or Other
Discounts to Market
Price or Convertible
Security, Afforded to
Purchasers

 

Exemption from
Registration
Claimed

 

If Option, Warrant
or Convertible
Security, terms of
exercise or
conversion

 

 

 

 

 

 

 

 

 

 

 

 

October 7, 2019

 

Common Stock

 

 

4,285,714

 

Conversion of Note Payable

 

Section 3(a)(9) of the Securities Act

 

Convertible at $.0028 per share

October 15, 2019

 

Common Stock

 

 

6,500,000

 

Conversion of Note Payable

 

Section 3(a)(9) of the Securities Act

 

Convertible at $.0026 per share

October 22, 2019

 

Common Stock

 

 

8,545,455

 

Conversion of Note Payable

 

Section 3(a)(9) of the Securities Act

 

Convertible at $.0022 per share

December 2, 2019

 

Common Stock

 

 

7,894,737

 

Conversion of Note Payable

 

Section 3(a)(9) of the Securities Act

 

Convertible at $.0019 per share

December 16, 2019

 

Common Stock

 

 

6,666,667

 

Conversion of Note Payable

 

Section 3(a)(9) of the Securities Act

 

Convertible at $.0018 per share

December 27, 2019

 

Common Stock

 

 

5,941,176

 

Conversion of Note Payable

 

Section 3(a)(9) of the Securities Act

 

Convertible at $.0017 per share

 

- 15 -



Table of Contents

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

The Company has not defaulted upon senior securities.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

This item is not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

3.1

Articles of Incorporation (1)

3.2

Bylaws (2)

14.1

Code of Ethics (3)

31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and account officer (4)

32.1

Section 1350 Certification of principal executive officer and principal financial accounting officer (4)

101

XBRL data files of Financial Statement and Notes contained in this Quarterly Report on Form 10-Q (4)(5)

__________

(1)

Incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed on April 8, 2015.

(2)

Incorporated by reference to our Form 10-K/A Amendment No. 1 for the year ended September 30, 2015 filed on January 22, 2016.

(3)

Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on November 3, 2010.

(4)

Filed or furnished herewith.

(5)

In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

 

- 16 -



Table of Contents

 

SIGNATURES

 

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

 

 

AngioSoma Inc.

 

 

Date: February 14, 2020

By: /s/ Alex Blankenship

 

Alex Blankenship

 

Chief Executive Officer, President, Secretary, Treasurer, Principal Executive Officer, Principal Finance and Accounting Officer and Sole Director

 

- 17 -


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