Entia Biosciences, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.1 - EX-31.1 - Entia Biosciences, Inc.	ex31-1.htm
EX-32.2 - EX-32.2 - Entia Biosciences, Inc.	ex32-2.htm
EX-32.1 - EX-32.1 - Entia Biosciences, Inc.	ex32-1.htm
EX-31.2 - EX-31.2 - Entia Biosciences, Inc.	ex31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period ended June 30, 2015

oTRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______.

Commission File Number: 000-52864

Entia Biosciences, Inc.

(Exact name of Registrant as specified in its charter)

Nevada	26-0561199
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification No.)

13565 SW Tualatin-Sherwood Rd #800, Sherwood, OR 97140

(Address of principal executive offices)

(509) 427-5132

(Registrant’s telephone number)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

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

On August 13, 2015, 28,311,397 shares of the registrant's common stock, par value $0.001 per share, were outstanding.

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TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22

PART II - OTHER INFORMATION		23
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25

SIGNATURES		26

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Part 1: FINANCIAL INFORMATION

Item 1. Financial Statements

ENTIA BIOSCIENCES, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2015			December 31, 2014

Assets
Current Assets:
Cash	$	182,029		$	99,462
Accounts receivable, net		48,043			243,782
Inventory, net		123,687			95,376
Prepaid expenses		20,797			46,107

Total Current Assets		374,556			484,727

Property and Equipment, net		38,779			43,147

Patents and license, net		345,065			342,834

Total Assets	$	758,400		$	870,708


Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
Accounts payable and accrued expenses	$	674,286		$	569,169
Short-term convertible notes payable, net of discount related-party		12,760			9,399
Short-term convertible notes payable, net of discount		144,722			357,646
Notes payable		8,962			51,030

Total Current Liabilities		840,730			987,244

Total Liabilities		840,730			987,244

Stockholders' Equity (Deficit):
Preferred stock, $0.001 par value, 5,000,000 shares authorized, Series A preferred stock, 350,000 shares designated, 192,807 and 200,807 shares issued and outstanding, respectively, aggregate liquidation value of $964,035 and $1,004,035 respectively		193			201
Common stock, $0.001 par value, 150,000,000 shares authorized, 27,473,897 and 15,512,927 shares issued and outstanding, respectively		27,474			15,514
Additional paid-in capital		12,370,275			10,771,035
Deferred compensation		(73,486	)		(86,344	)
Accumulated deficit		(12,406,786	)		(10,816,942	)

Total Stockholders' Equity (Deficit)		(82,330	)		(116,536	)

Total Liabilities and Stockholders' Equity (Deficit)	$	758,400		$	870,708

See accompanying notes to the consolidated financial statements.

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ENTIA BIOSCIENCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014

REVENUES	$	108,136		$	104,693		$	210,465		$	267,261

COST OF GOODS SOLD		46,723			36,202			78,348			96,024

GROSS PROFIT		61,413			68,491			132,117			171,237

OPERATING EXPENSES
Advertising and promotion		44,564			13,136			78,234			35,086
Professional fees		46,657			38,454			100,011			87,216
Consulting fees		299,639			191,063			363,474			293,592
General and administrative		620,924			342,938			1,001,581			717,148

Total Operating Expenses		1,011,784			585,591			1,543,300			1,133,042

LOSS FROM OPERATIONS		(950,371	)		(517,100	)		(1,411,183	)		(961,805	)

OTHER INCOME (EXPENSES)
Interest expense		(60,248	)		(96,684	)		(157,509	)		(174,402	)
Other income (expense)		(26,217	)		-			11,348			(12,965	)
Loss on settlement of notes payable		(32,500	)		-			(32,500	)		-
Gain on settlement of accounts payable		-			103,021			-			103,021

NET LOSS	$	(1,069,336	)	$	(510,763	)	$	(1,589,844	)	$	(1,046,151	)

NET LOSS PER COMMON SHARE - BASIC AND DILUTED:	$	(0.05	)	$	(0.06	)	$	(0.08	)	$	(0.12	)

Weighted common shares outstanding - basic and diluted		23,319,184			8,532,935			19,814,557			8,429,958

See accompanying notes to the consolidated financial statements.

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ENTIA BIOSCIENCES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE PERIOD ENDED DECEMBER 31, 2014 and

FOR THE INTERIM PERIOD ENDED JUNE 30, 2015

(Unaudited)

											Additional									Total Stockholders'
	Preferred Stock						Common Stock				Paid			Deferred			Accumulated			Equity
	Shares			Amount			Shares		Amount		In Capital			Compensation			Deficit			(Deficit)

Balance - December 31, 2014		200,807		$	201			15,512,927	$	15,514	$	10,771,035		$	(86,344	)	$	(10,816,942	)	$	(116,536	)

Issuance of warrants in connection with convertible notes payable		-			-			-		-		6,850			-			-			6,850
Issuance of common stock for cash		-			-			4,780,000		4,780		515,225			-			-			520,005
Issuance of common stock for conversion of preferred stock		(8,000	)		(8	)		80,000		80		(72	)								-
Issuance of common stock for conversion of convertible debt		-			-			2,746,382		2,746		286,454			-			-			289,200
Issuance of common stock for conversion of accounts payable		-			-			360,665		360		107,472			-			-			107,832
Issuance of common stock for cashless exercise of warrants		-			-			2,050,923		2,051		(2,051	)								-
Stock compensation		-			-			1,550,000		1,550		520,679			-			-			522,229
Issuance of common stock for services		-			-			393,000		393		88,903			-			-			89,296
Issuance of warrants for services		-			-			-		-		36,597			(36,597	)		-			-
Issuance of warrants in connection with sales agreement		-			-			-		-		7,891			-			-			7,891
Amortization of deferred compensation		-			-			-		-		-			80,747			-			80,747
Net loss		-			-			-		-		-			-			(1,589,844	)		(1,589,844	)

Balance - June 30, 2015		192,807		$	193			27,473,897	$	27,474	$	12,370,275		$	(73,486	)	$	(12,406,786	)	$	(82,330	)

See accompanying notes to the consolidated financial statements.

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ENTIA BIOSCIENCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months			Six Months
	Ended			Ended
	June 30, 2015			June 30, 2014

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,589,844	)	$	(1,046,151	)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation/amortization		17,509			19,710
Gain on settlement of accounts payable		-			(103,021	)
Loss on write-off of debt discount		23,321			-
Amortization of discount on convertible notes		106,287			254,202
Stock-based compensation		700,163			388,541
Loss on sale of stock subscription receivable		-			12,965
Changes in operating assets and liabilities:
Accounts receivable		195,739			(19,573	)
Inventory		(28,311	)		25,875
Prepaid expenses		28,337			15,090
Other current assets		-			(1,300	)
Accounts payable and accrued expenses		236,328			196,224

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(310,471	)		(257,438	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(6,399	)		(2,654	)
Acquisition of patents and patents pending (net)		(8,973	)		(7,341	)

NET CASH USED IN INVESTING ACTIVITIES		(15,372	)		(9,995	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		520,005			-
Proceeds from convertible notes payable and notes payable		50,000			267,000
Payment on notes payable		(161,595	)		(20,969	)
Payment on convertible note payable - related party		-			(40,000	)
Proceeds from sale of stock subscription receivable		-			40,000

NET CASH PROVIDED BY FINANCING ACTIVITIES		408,410			246,031

NET CHANGE IN CASH		82,567			(21,402	)

Cash at beginning of period		99,462			36,886

Cash at end of period	$	182,029		$	15,484

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	36,032		$	840

SUPPLEMENTAL DISCLOSURE OF NONCASH FLOWS FINANCING AND INVESTING ACTIVITIES:
Conversion of convertible notes payable, accounts payable and accrued interest to preferred and common stock	$	397,032		$	83,421
Warrants issues for services	$	26,269			-
Stock issued for services	$	89,296		$	39,556
Common stock issued for future services	$	-		$	44,250

See accompanying notes to the consolidated financial statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND OPERATIONS

Entia Biosciences, Inc. (“Entia” or “We”) engage in the distribution of organic dietary supplement nutraceutical products in the United States of America. We are also engaged in the discovery, scientific evaluation and marketing of natural formulations that can be used in medical foods, nutraceuticals, cosmetics and other products developed and sold by Entia and third parties.

We have a history of incurring net losses and net operating cash flow deficits. We are also developing new technologies related to our organic nutraceutical products. At June 30, 2015, we had cash and cash equivalents of $182,029. These conditions raise substantial doubt about our ability to continue as a going concern. As a result, we anticipate that our cash and cash equivalent balances, anticipated cash flows from operations and on-going cash from financing will be sufficient to meet our cash requirements through December 2015.

In order for us to continue as a going concern beyond this point and ultimately to achieve profitability, we may be required to obtain capital from external sources, increase revenues and reduce operating costs. The issuance of equity securities will cause dilution to our shareholders. If external sources of financing are not available or are inadequate to fund our operations, we will be required to reduce operating costs including personnel costs, which could jeopardize our future strategic initiatives and business plans. The accompanying consolidated financial statements have been prepared assuming that the Company continues as a going concern.

The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

The accompanying consolidated unaudited interim financial statements and related notes have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2014 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC.

All intercompany accounts have been eliminated for the purpose of the consolidated financial statement presentation.

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash

We consider all highly liquid, short-term investments with original maturities of three months or less when purchased to be cash equivalents.

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Accounts receivable

Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses based on specific identification of accounts in our existing accounts receivable. Outstanding account balances are reviewed individually for collectibility. We determine the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense is included in general and administrative expenses, if any. We generally consider all accounts greater than 30 days old to be past due. Account balances are charged off against allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts was $5,736 and $30,022 at June 30, 2015 and December 31, 2014, respectively.

Inventory

Inventory, which consists primarily of raw materials to be used in the production of our dietary supplement products, is stated at the lower of cost or market using the first-in, first-out method. We regularly review our inventory on hand and, when necessary, record a provision for excess or obsolete inventory.

Property and equipment

Property and equipment are recorded at cost. Additions and improvements that increase the value or extend the life of an asset are capitalized. Maintenance and repairs are expensed as incurred. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statement of operations. Depreciation is computed on a straight-line basis over the following estimated useful lives of the assets:

Office equipment	3 years
Production equipment	5 to 7 years
Equipment under capital lease	5 to 7 years
Leasehold improvements	Lesser of lease term or useful life of improvement

Patents

Patents, once issued or purchased, are amortized using the straight-line method over their economic remaining useful lives. All internally developed process costs incurred to the point when a patent application is to be filed are expensed as incurred and classified as research and development costs. Patent application costs, generally legal costs, are capitalized pending disposition of the individual patent application, and are subsequently either amortized based on the initial patent life granted, generally 15 to 20 years for domestic patents and 5 to 20 years for foreign patents, or expensed if the patent application is rejected. The costs of defending and maintaining patents are expensed as incurred. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

Impairment of long-lived assets

Our long-lived assets, which include property and equipment, patents and licenses of patents, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

We assess the recoverability of our long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

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Discount on convertible notes payable

We allocate the proceeds received from convertible notes between convertible notes payable and warrants, if applicable. The resulting discount for warrants is amortized using the effective interest method over the life of the debt instrument. After allocating a portion of the proceeds to the warrants, the effective conversion price of the convertible note payable can be determined. If the effective conversion price is lower than the market price at the date of issuance, a beneficial conversion feature is recorded as an additional discount to the convertible note payable. The beneficial conversion feature discount is amortized using the effective interest method over the life of the debt instrument. The amortization is recorded as interest expense on the consolidated statements of operations.

Fair value of financial instruments

The carrying amounts of our financial assets and liabilities, such as cash, accounts receivable and accounts payable, approximate their fair values (determined based on level 1 inputs in the fair value hierarchy) because of the short maturity of these instruments. Due to conversion features and other terms, it is not practical to estimate the fair value of notes payable and convertible notes.

Fair value measurements

We measure fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. We utilize a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:


Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Unobservable inputs where there is little or no market data, which require the reporting entity to develop its own assumptions.

We do not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis. Consequently, we did not have any fair value adjustments for assets and liabilities measured at fair value at June 30, 2015 or December 31, 2014, nor any gains or losses reported in the consolidated statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the periods ended June 30, 2015 and June 30, 2014.

Revenue recognition

We recognize revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been performed, (iii) amounts are fixed or determinable and (iv) collectibility of amounts is reasonably assured.

Revenues from the sale of products, including shipping and handling fees but excluding statutory taxes collected from customers, as applicable, are recognized when shipment has occurred. We sell our products directly to customers. Persuasive evidence of an arrangement is demonstrated via order and invoice, product delivery is evidenced by a bill of lading from the third party carrier and title transfers upon shipment, the sales price to the customer is fixed upon acceptance of the order and there is no separate sales rebate, discount, or volume incentive. Allowances for product returns, primarily in connection with one distribution agreement, are provided at the time the sale is recorded. This allowance is based upon historical return rates for the Company and relevant industry patterns, which reflects anticipated returns of unopened product in its original packaging to be received over a period of 120 days following the original sale.

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Shipping and handling costs

Amounts charged to customers for shipping products are included in revenues and the related costs are classified in cost of goods sold as incurred.

Advertising and promotion costs

Costs associated with the advertising and promotions of our products are expensed as incurred.

Equity instruments issued to parties other than employees for acquiring goods or services

We account for all transactions in which goods or services are the consideration received for the issuance of equity instruments based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. Currently such transactions are primarily awards of warrants to purchase common stock.

The fair value of each warrant award is estimated on the date of grant using a Black-Scholes option-pricing valuation model.

The assumptions used to determine the fair value of our warrants are as follows:

-	The expected life of warrants issued represents the period of time the warrants are expected to be outstanding.

-	The expected volatility is generally based on the historical volatility of comparable companies’ stock over the contractual life of the warrant.

-	The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the warrant.

-	The expected dividend yield is based on our current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the warrant.

Income taxes

We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in our consolidated statements of income in the period that includes the enactment date.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in our consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Should they occur, our policy is to classify interest and penalties related to tax positions as income tax expense.

We did not record an income tax provision for the three and six months ended June 30, 2015 and 2014 as we had a net taxable loss (the benefit of which was fully reserved) in the periods.

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Net loss per common share

Basic and diluted net loss per share has been computed by dividing our net loss by the weighted average number of common shares issued and outstanding. Convertible preferred stock, options and warrants to purchase our common stock as well as debt which is convertible into common stock are anti-dilutive and therefore are not included in the determination of the diluted net loss per share for three and six months ended June 30, 2015 and 2014. The following table presents a reconciliation of basic loss per share and excluded dilutive securities:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2015			2014			2015			2014
Numerator:
Net loss	$	(1,069,336	)	$	(510,763	)	$	(1,589,844	)	$	(1,046,151	)

Denominator:
Weighted-average common shares outstanding		23,319,184			8,532,935			19,814,557			8,429,958

Basic and diluted net loss per share	$	(0.05	)	$	(0.06	)	$	(0.08	)	$	(0.12	)

Common stock warrants		17,791,007			4,520,308			17,791,007			4,520,308
Series A convertible preferred stock		1,928,070			2,378,070			1,928,070			2,378,070
Stock options		2,896,470			2,572,099			2,896,470			2,572,099
Convertible debt including interest		95,438			900,321			95,438			900,321
Excluded dilutive securities		22,710,985			10,370,798			22,710,985			10,370,798

Reclassifications

Certain reclassifications have been made to prior period financial statements and footnotes in order to conform to the current period's presentation.

Segments

We have determined that we operate in one segment for financial reporting purposes.

Recently issued accounting pronouncements

In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for Entia beginning January 1, 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We are evaluating the impact of adopting this new accounting standard on our financial statements.

NOTE 3 – INVENTORY

Inventory consists of the following at:

	June 30, 2015			December 31, 2014
Raw materials	$	36,932		$	202,591
Finished goods		237,819			43,849
		274,751			246,440
Less: reserve for excess and obsolete inventory		(151,064	)		(151,064	)
	$	123,687		$	95,376

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NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment, stated at cost, consists of the following at:

	June 30, 2015			December 31, 2014
Office equipment	$	30,006		$	27,507
Production equipment		90,899			86,999
Leasehold improvements		16,328			16,328
		137,233			130,834
Less: accumulated depreciation		(98,454	)		(87,687	)
	$	38,779		$	43,147

NOTE 5 – PATENTS AND LICENSES, NET

Our identifiable long-lived intangible assets are patents and prepaid licenses. Patent and license amortization is $3,370 and $3,849 for the three months ended June 30, 2015 and 2014, respectively and $6,740 and $7,699 for the six months ended June 30, 2015 and 2014, respectively.

The licenses are being amortized over an economic useful life of 17 years. The gross carrying amounts and accumulated amortization related to these intangible assets consist of the following at:

	June 30, 2015			December 31, 2014
Licenses and amortizable patents	$	207,244		$	207,244
Unamortized patents		175,130			166,159
Accumulated amortization		(37,309	)		(30,569	)
Patents and Licenses, net	$	345,065		$	342,834

NOTE 6 – ACCRUED EXPENSES

Accrued expenses (included with accounts payable) consists of the following at:

	June 30, 2015		December 31, 2014
Executive compensation	$	320,522	$	153,432
Other accruals		45,951		19,725
	$	366,473	$	173,157

NOTE 7 – NOTES PAYABLE

Notes payable consists of the following:

	June 30, 2015		December 31, 2014
Notes payable - current
7.85% unsecured, $473 due monthly	$	-	$	2,304
7.85% unsecured, $314 due monthly		2,125		-
4.15% unsecured, $3,436 due monthly		6,837		23,726
10.00% unsecured, interest only, due on demand. Note was settled on May 29, 2015 in exchange for 250,000 shares of common stock. In addition, 500,000 3-year warrants were granted and vested with an exercise price ranging from $0.125 - $0.15. We calculated and posted a loss on the settlement in the amount of $32,500.		-		25,000
	$	8,962	$	51,030

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Convertible notes payable, net
8% secured due on December 26, 2015 (net of discount related to beneficial conversion feature of $3,521 in 2015 and $7,746 in 2014), convertible into preferred stock at $5.00 per share.	$	46,479	$	42,254
6% unsecured, convertible into common stock at $2.00 per share, due on demand		50,000		50,000
10% unsecured due March 2015 (net of discount related to warrants of $0 in 2015 and $2,362 in 2014). Note and accrued interest were converted on May 7, 2015 for 275,000 shares of common stock. In addition, 550,000 3-year warrants were granted and vested with an exercise price ranging from $0.125 - $0.15.		-		22,638
10% unsecured due April 2015 (net of discount related to warrants of $0 in 2015 and $9,800 in 2014). Note and accrued interest were converted on April 30, 2015 for 1,100,000 shares of common stock. In addition, 2,200,000 3-year warrants were granted and vested with an exercise price ranging from $0.125 - $0.15.		-		90,200
10% unsecured due April 2015 (net of discount related to warrants of $0 in 2015 and $1,377 in 2014). Paid in full in April 2015.		-		8,623
8% unsecured due April 2015 (net of discount related to beneficial conversion feature of $0 in 2015 and $11,968 in 2014), This note was converted into 527,911 shares of common stock during first quarter 2015		-		30,532
8% unsecured due May 2015 (net of discount related to beneficial conversion feature of $0 in 2015 and $19,190 in 2014), $25,000 of this note was converted into 318,471 shares of common stock while the remaining $28,000 was repaid in cash during first quarter 2015.		-		33,810
10% unsecured due December 2015 (net of discount related to warrants of $660 and $4,620 in 2014) convertible price to be determined by the purchase price paid by investors in the Series B, not to exceed $1.50 per share		29,340		25,380
10% unsecured due December 2015 (net of discount related to warrants of $432 in 2015 and $1,727 in 2014) convertible price to be determined by the purchase price paid by investors in the Series B, not to exceed $1.50 per share		9,568		8,273
10% unsecured due October 2015 (net of discount related to warrants of $665 in 2015 and $1,805 in 2014) convertible price to be determined by the purchase price paid by investors in the Series B, not to exceed $1.50 per share		9,335		8,195
10% unsecured due October 2015 (net of discount related to warrants of $0 in 2015 and $4,512 in 2014) Note and accrued interest were converted on May 21, 2015 for 275,000 shares of common stock. In addition, 550,000 3-year warrants were granted and vested with an exercise price ranging from $0.125 - $0.15.		-		20,488
8% unsecured due September 2015 (net of discount related to beneficial conversion feature of $0 in 2015 and $36,247 in 2014). This note was paid off during quarter ended June 30, 2015.		-		17,253

	$	144,722	$	357,646

Convertible notes payable, net related party

0% unsecured due November 2015 (net of discount related to beneficial conversion feature of $1,095 in 2015 and $2,738 in 2014 and net of discount related to warrants of $1,145 in 2015 and $2,863 in 2014 and convertible into common stock at $0.30 per share.)	$	12,760	$	9,399
	$	12,760	$	9,399

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On March 11, 2015, we entered into a promissory note for $50,000 at 10% interest due on or before May 15, 2015. The note had a stated original issue discount of $3,000 and we granted a 3 year warrant to purchase 50,000 shares of common stock at $0.10 per share vesting. We calculated a discount related to the fair value of the warrants of $6,850. This note was paid in full on March 30, 2015. We recognized the $6,850 in interest expense along with the original issue discount during the first quarter 2015.

On March 25, 2014, we entered into a line of credit arrangement. The line of credit is $60,000 with an interest rate of prime plus 3.00%. There are no loan covenants applicable to this line of credit and the amount outstanding as of June 30, 2015 is $0.

NOTE 8 – RELATED PARTY TRANSACTIONS

Common stock issued

On April 17, 2015, the board of directors authorized and granted to its executives and board of directors for the year end 2015, restricted common stock bonuses as follows:

o	Marvin Hausman, CEO, 600,000 shares valued at $120,000,

o	Devin Andres, COO, 550,000 shares valued at $110,000,

o	Philip Sobol, board of directors, 200,000 shares valued at $40,000, and

o	Elliott Shelton, board of directors, 200,000 shares valued at $40,000.

Debt agreements from board member

On July 1, 2014, we entered into a promissory note due on October 31, 2014 at 0% in the principal amount of $15,000 with Dr. Philip Sobol, a member of our board of directors. In conjunction with the note, we granted Dr. Sobol a five year warrant to purchase 15,000 shares of common stock at $0.50 per share and fully vests upon receipt of monies. We calculated a discount on the granting of the warrants in the amount of $5,445 and expensed this during the third quarter 2014 to interest expense. The note also contained a conversion feature where Dr. Sobol can convert the note into common stock at $0.50 per share. We calculated and posted a discount related to this conversion feature of $7,545 and amortized it during the third quarter 2014. During third quarter 2014, we agreed to an extension of the note until November 2015. In exchange for the extension, we issued a seven-year warrant to purchase 15,000 shares of Entia’s common stock at $0.20 per share. The extension also changed the conversion price on the note from $0.50 per share to $0.30 per share. We posted a discount related to the new warrants of $3,435 and will amortize this over the life of the loan to interest expense. We also posted a discount related to the beneficial conversion feature of $3,285 and will amortize this over the life of the loan to interest expense. In addition, we also calculated the difference in fair value related to the modification of the conversion price. We calculated a $27 difference and management decided not to post this loss as it was insignificant.

NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

On May 26, 2011, our board of directors designated 350,000 shares of preferred stock as Series A preferred stock, $0.001 par value. The Series A preferred stock is entitled to a liquidation preference in the amount of $5 per share, votes on an as converted basis with the common stock on all matters as to which holders of common stock shall be entitled to vote, and is currently convertible into common stock on a one-for-ten basis.

During second quarter 2015, two investors converted 8,000 shares of Series A preferred stock for 80,000 shares of common stock.

During second quarter 2014, two investors converted 44,162 shares of Series A preferred stock for 441,620 shares of common stock.

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Common stock

During second quarter 2015, we issued shares of common stock for the following:

o	80,000 shares of common stock for conversion of 8,000 shares of Series A preferred stock,

o	4,350,000 shares of common stock issued for $435,000 in cash,

o	1,550,000 shares of common stock issued to the board of directors and executives valued at $310,000,

o	1,900,000 shares of common stock in exchange for conversion of notes payable in the amount of $175,000 plus accrued interest of $12,500,

o	2,050,923 shares of common stock in a cashless exchange for 2,158,867 warrants,

o	305,165 shares of common stock with a value of $96,732 in exchange for conversion of accounts payable, and

o	365,000 shares of common stock with a value of $78,913 for services rendered.

During second quarter 2014, we issued shares of common stock for the following:

o	151,126 shares of common stock with a value of $32,520 upon conversion of $30,000 of convertible notes payable along with accrued interest of $2,520,

o	23,000 shares of common stock with a value of $13,113 for services rendered,

o	441,620 shares of common stock in exchange for 44,162 shares of Series A preferred stock, and

o	80,000 shares of common stock with a value of $46,400 for the settlement of accounts payable in the amount of $149,421. We posted a gain on settlement in the amount of $103,021.

During first quarter 2015, we issued shares of common stock for the following:

o	28,000 shares of common stock for a value of $10,383 for services rendered,

o	430,000 shares of common stock issued for $85,005 in cash,

o	846,382 shares of common stock in exchange for conversion of notes payable in the amount of $67,500 plus accrued interest of $1,720, and

o	55,500 shares with a value of $11,100 in exchange for conversion of accounts payable.

During first quarter 2014, we issued shares of common stock for the following:

o	64,700 shares of common stock for a value of $39,556 for services rendered,

o	79,293 shares of common stock for a value of $44,250 for services to be performed in the future, and

o	6,717 shares of common stock with a value of $4,501 for the settlement of accounts payable.

Stock incentive plan

On September 17, 2010, our Board of Directors adopted the 2010 Stock Incentive Plan (“Plan”). The Plan provides for the grant of options to purchase shares of our common stock, and stock awards consisting of shares of our common stock, to eligible participants, including directors, executive officers, employees and consultants of the Company. We have reserved 4,650,000 shares of common stock for issuance under the Plan with an annual increase in shares of 50,000 as of January 1 of each year; commencing January 1, 2012.

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A summary of option activity under the stock option plan as of June 30, 2015 and changes during the quarter then ended is presented below:

							Weighted
					Weighted		Average
					Average		Remaining		Aggregate
	Number of		Exercise Price		Exercise		Contractual Term		Intrinsic
	Shares		Range		Price		(Years)		Value

Outstanding, December 31, 2013		2,352,099	$	0.38 - $1.00	$	0.51		7.90		199,505

Exercisable, December 31, 2013		1,810,344	$	0.38 - $1.00	$	0.52		7.88		138,707

Granted		624,571	$	0.40-$0.75	$	0.52		6.49		-
Exercised		-		-	$	-		-		-
Expired/Forfeited		110,200	$	0.40-$0.50	$	0.48		9.51		-

Outstanding, December 31, 2014		2,866,470	$	0.30 - $1.00	$	0.48		8.96		-

Exercisable, December 31, 2014		2,321,001	$	0.38 - $1.00	$	0.47		9.50		-

Granted		30,000	$	0.20	$	0.20		5.00		-
Exercised		-		-	$	-		-		-
Expired/Forfeited		-		-	$	-		-		-

Outstanding, June 30, 2015		2,896,470	$	.0.20 - $1.00	$	0.46		11.24		-

Exercisable, June 30, 2015		2,613,354	$	0.20 - $1.00	$	0.45		11.74		-

The range of exercise prices for options outstanding under the 2010 Stock Incentive Plan at June 30, 2015 are as follows:

Number of		Exercise
shares		Price
	190,000	$	0.20
	300,000	$	0.30
	55,000	$	0.38
	1,186,670	$	0.40
	10,000	$	0.45
	631,800	$	0.50
	160,000	$	0.60
	15,000	$	0.62
	100,000	$	0.75
	10,000	$	0.81
	200,000	$	0.85
	38,000	$	1.00
	2,896,470

At June 30, 2015, the Company had 1,803,530 unissued shares available under the Plan. Also, at June 30, 2015, the Company had $140,114 of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 11 years.

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Warrants – Consulting Agreements

Outstanding warrants to purchase common stock are as follows:

Date of Issue	June 30, 2015		Exercise Price		Expiration
June-15		302,500	$	0.125 - $0.15	06/2018
May-15		6,160,000	$	0.125 - $0.23	05/2018 - 05/2022
April-15		6,160,000	$	0.01 - $0.15	04/2018 - 04/2027
March-15		140,000	$	0.10 - $0.75	03/2018 - 03/2022
February-15		-	$	0.00	-
January-15		70,000	$	0.30 - $0.50	01/2020
As of December 2014		7,247,982	$	0.36 - $10.00	05/2015 - 10/2024
Total		20,080,482
Less:
Expired		130,608
Exercised		2,158,867
Total		17,791,007

We use the Black-Scholes option-pricing model to determine the fair value of warrants on the date of grant. In determining the fair value of warrants, we employed the following key assumptions:

	June 30, 2015			December 31, 2014
Risk-Free interest rate		0.28% - 1.72	%		0.28% - 2.97	%
Expected dividend yield		0	%		0	%
Volatility		166.10% - 204.66	%		182.81% - 222.30	%
Expected life	3 - 7 years			3 - 10 years

At June 30, 2015 and December 31, 2014, the weighted-average Black-Scholes value of warrants granted was $0.14 and $0.39, respectively.

On May 20 2015, the board of directors agreed to extend the warrants and options of all employees and the board of directors by 5 years from original date and to reduce the exercise price to $0.40, if favorable to holder. We calculated a loss on modification of the warrants and options of $56,543 and have posted this expense during the quarter.

In addition, on May 20, 2015, the Company agreed to extend the outstanding options of a consultant for 5 years and reduce their exercise price to $0.20. We have calculated a loss on the modification in the amount of $4,524 and have posted this expense during the quarter.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Leases

On April 4, 2012, the Company entered into a Commercial Lease agreement with Lanz Properties, LLC for 13,081 square feet of office and warehouse space located at 13565 SW Tualatin-Sherwood Road, Suite 800, Sherwood, OR 97140. The new lease commenced on June 1, 2012 and will terminate on July 31, 2015. No rent was payable until October 2012. The base monthly rental rate started at $3,160, increasing to $3,260 in October 2013, and then $3,343 in June 2014. The Company has straight-lined the full value of the lease agreement over the life of the lease and has recorded this amount monthly. The amount of rent expense that is above the actual rent amount is recorded as deferred rent and is shown on the balance sheet in current liabilities as part of accounts payable and accrued expenses. The amount recorded for as of June 30, 2015 and 2014 is $0 and $5,406, respectively.

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On May 8, 2015, the Company entered into a lease addendum with Lanz Properties, LLC to extend their lease term for an additional 3 years. The new lease terms maintain the current base monthly rental rate from August 1, 2015 of $3,343 per month increasing to $3,410 in August 2016 and then $3,478 in August 2017. All other provisions of the lease remain. The Company has analyzed the requirement to straight-line the full value of the lease agreement over the life of the lease and has determined that there is no need to book a deferred rent amount on the balance sheet as the amount is immaterial.

NOTE 11 – SUBSEQUENT EVENTS

On July 27, 2015, an investor converted $30,000 in convertible notes payable and accrued interest in the amount of $2,500 into 322,500 shares of common stock. In addition, the Company granted and vested 645,000 3-year warrants to purchase common stock with an exercise price ranging from $0.125 - $0.15.

During July 2015, we have issued 400,000 shares of common stock and 800,000 warrants to purchase common stock for $40,000 in cash.

On July 29, 2015, we issued 15,000 shares of common stock with a value of $2,550 to a consultant as part of a consulting agreement.

On July 27, 2015, we issued 100,000 shares of common stock with a value of $18,000 as part of a consulting agreement.

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

Overview of Current Operations

Entia Biosciences, Inc. (Entia) is an emerging biotechnology company engaged in the discovery, formulation, production and marketing of functional ingredients that can be used in branded medical foods, nutraceuticals, cosmetics and other products developed and sold by Entia and third parties. Our current portfolio of formulations contains ERGO D2, vitamin D2, L-Ergothioneine and curcumin.

Through our wholly owned subsidiary Total Nutraceutical Solutions, Inc. (TNS), we currently market nutraceutical products under the GROH® and SANO™ brands direct to consumers online and through leading hair salons and other resellers in North America. TNS currently offers three natural organic nutraceutical mushroom dietary supplement products, ImmuSANO®, GlucoSANO®, and GROH®, which has been designed to nutritionally support the health of hair, skin and nails. ImmuSANOTM addresses the nutritional needs and health of immune system and GlucoSANOTM nutritionally assists normal cellular function.

Our formulations, which contain highly potent antioxidants, have the nutritional potential to provide multiple health benefits, including balancing iron homeostasis, reducing inflammation, supporting the immune system, promoting healthy joints, increasing stamina, and reducing stress and anxiety. These naturally occurring dietary substances and products have not been chemically altered, and we believe these products have both health benefits and mass appeal to people wanting natural and non-toxic nutritional-based healthcare. We utilize novel clinical models, biomarkers, and analytical tools to validate the nutritional and clinical efficacy of our formulations and the products that incorporate them. Research and development of new formulations and nutraceutical products are also performed under contract with outside laboratories, such as the Department of Food Science, Pennsylvania State University.

Material Changes in Results of Operations for the Three and Six Months ended June 30, 2015 and 2014.

Revenues and Cost of Goods Sold:

	For the Three Months Ended June 30,				Change
	2015		2014		$		%
Revenues	$	108,136	$	104,693	$	3,443		3.3	%
Cost of Goods Sold		46,723		36,202		10,521		29.1	%

	For the Six Months Ended June 30,				Change
	2015		2014		$			%
Revenues	$	210,465	$	267,261	$	(56,796	)		-21.3	%
Cost of Goods Sold		78,348		96,024		(17,676	)		-18.4	%

Revenues. Revenues are generated primarily from the sale of our ERGO D2® ingredients and our GROH® ERGO Boost line of beauty and wellness products as well as our mushroom-based nutraceutical dietary supplement products. The decrease in revenues for the six months ending June 30, 2015 from 2014 was due to the recognition of a large order to our distributors during the fourth quarter 2014 instead of the first two quarters of 2015. The order amount from the fourth quarter was approximately $200,000. This order stocked our distributor for all of first and second quarter. As a result, no new sales were recorded in the first two quarters 2015 for this distributor.

Cost of Goods Sold. Cost of goods sold includes raw materials such as nutraceutical mushrooms, as well as production costs for manufacturing our supplement products. Cost of goods sold for the three months ended June 30, 2015 increased from 2014 due to higher freight-in costs for our packaging supplies.

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The following is a summary of certain consolidated statement of operations data for the periods:

Operating Expenses:

	For the Three Months Ended June 30,				Change
	2015		2014		$		%
Advertising & promotion expenses	$	44,564	$	13,136	$	31,428		239.3	%
Professional fees		46,657		38,454		8,203		6.6	%
Consulting fees		299,639		191,063		108,576		56.8	%
General and Administrative expenses (including impairment of intangible assets)		620,924		342,938		277,986		81.1	%

	For the Six Months Ended June 30,				Change
	2015		2014		$		%
Advertising & promotion expenses	$	78,234	$	35,086	$	43,148		123.0	%
Professional fees		100,011		87,216		12,795		14.7	%
Consulting fees		363,474		293,592		69,882		23.8	%
General and Administrative expenses		1,001,581		717,148		284,433		39.7	%

Advertising and promotional expenses. These costs include costs for promotional products, production fees for marketing materials, costs associated with fulfillment, fees for advertising programs such as ad placement fees, and postage fees for mailing marketing materials. The increase in these expenses during first and second quarter 2015 is attributed to our increased public relations fees paid for our product and sponsorship of trade shows.

Professional fees. These expenses primarily include accounting/auditing fees, legal fees and stock transfer fees. The increase in professional fees from 2014 is due primarily to increased audit fees and expenses related to stock transfers in 2015.

Consulting fees. These expenses are comprised of fees incurred by third-party consultants for the provision of administrative, information technology and marketing management services. The decrease in these expenses from 2014 is due to decreased consultants fees for their services during 2015 and the decrease in warrants granted.

General and administrative expenses. These expenses primarily include compensation, costs related to travel, rent and utilities, insurance, depreciation, product development, payroll and bad debt. The increase from 2014 is attributable to an increase in travel during 2015 and payment of stock bonuses to executive members.

Material Changes in Financial Condition

At June 30, 2015, cash totaled $182,029, compared to $99,462 at December 31, 2014. The primary reasons for the net increase in 2015 are described below. Working capital deficit was $(466,174) at June 30, 2015, compared to $(502,517) at December 31, 2014. The change in working capital was due primarily to the decrease in current liabilities and an increase in cash and inventory. The net change in cash and cash equivalents for the periods presented was comprised of the following (in thousands):

	For the Six Months Ended June 30,						Change
	2015			2014			$			%
Net cash provided by (used in)
Operating activities	$	(310	)	$	(257	)	$	(53	)		20.6	%
Investing activities		(15	)		(10	)		(5	)		50.0	%
Financing activities		408			246			162			65.9	%

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Operating Activities. The increase in net cash flows used from operating activities was due primarily to an increased collection of accounts receivable.

Investing Activities. The decrease in net cash flows used from investing activities was due primarily to an increase of acquisitions of fixed assets.

Financing Activities. The increase in net cash flows from financing activities was due to increased investor funding into our common stock. During the second quarter of 2015, we issued stock in exchange for $435,000.

Future Liquidity. We have a history of incurring net losses and negative operating cash flows. We are also deploying new technologies and continue to develop commercial products and services. Based on our cash on hand, income from operations, external financing and the degree to which our burn rate can be reduced while continuing operations, management believes it has sufficient funds to remain operational through December 2015.

We expect our revenues to increase during 2015. Notwithstanding that expected increase in revenues, we anticipate that we will continue to generate losses in 2015 and therefore we may be unable to continue operations in the future. In order for us to continue as a going concern and ultimately to achieve profitability, we may be required to obtain capital from external sources, increase revenues or reduce operating costs or take all of these actions. We will require additional capital of at least approximately $193,000 to repay debt principal and accrued interest maturing during fourth quarter 2015 and we intend to raise the monies by undertaking one or more equity private placements. In addition, of the $193,000, $50,000 in notes payable is due now. Currently, this note is in negotiations for conversion. We are confident this note will be converted during third quarter of 2015. However, there can be no assurances that our operations will become profitable or that external sources of financing, including the issuance of debt and/or equity securities, will be available at times and at terms acceptable to us, or at all. The issuance of additional equity or convertible debt securities will also cause dilution to our shareholders. If external financing sources are not available or are inadequate to fund our operations, we will be required to reduce our operating costs, which could jeopardize our future strategic initiatives and business plans. For example, a reduction in operating costs could jeopardize our ability to launch, market, and sell new nutraceutical supplement products necessary to grow and sustain our operations.

Subsequent Events

On July 27, 2015, Thomas Lark, an investor, converted $30,000 in convertible notes payable and accrued interest in the amount of $2,500 into 322,500 shares of common stock. In addition, Entia granted and vested 322,500 3-year warrants to purchase common stock at an exercise price of $0.125 and 322,500 3-year warrants to purchase common stock at an exercise price of $0.15.

During July 2015, we have issued 400,000 shares of common stock and 800,000 warrants to purchase common stock for $40,000 in cash.

On July 29, 2015, we issued 15,000 shares of common stock with a value of $2,550 to a consultant as part of a consulting agreement.

On July 27, 2015, we issued 100,000 shares of common stock with a value of $18,000 as part of a consulting agreement.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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Critical Accounting Policies and Estimates

Revenue Recognition: We recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by our management, with the participation of our Chief Executive Officer who is also our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2015. Based on that evaluation, our principal executive officer and principal financial officer concluded that the material weaknesses identified in our management report on internal controls and procedures contained in our Form 10-K for the fiscal year ended December 31, 2014, Item 9A filed on June 30, 2015 still exist, and therefore our disclosure controls and procedures were not effective as of June 30, 2015.

Changes in Internal Control Over Financial Reporting

As of June 30, 2015, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended June 30, 2015, that materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

Item 1A. Risk Factors

See Risk Factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and the discussion above in Part I, Item 2, under " Liquidity and Capital Resources.”

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

During second quarter 2015, we issued shares of common stock for the following:

4,350,000 shares of common stock issued to 14 investors for $435,000 in cash. In addition to the common stock, Entia granted 4,350,000 3-year warrants to purchase common stock at an exercise price of $0.125 and 4,350,000 3-year warrants to purchase common stock at an exercise price of $0.15 per share.

o	400,000 shares of common stock with a value of $80,000 to two members of the board of directors on April 17, 2015,

o	600,000 shares of common stock with a value of $120,000 issued to Marvin Hausman, CEO on April 17, 2015,

o	550,000 shares of common stock with a value of $110,000 issued to Devin Andres, COO on April 17, 2015,

1,100,000 shares of common stock, 1,100,000 3-year warrants to purchase common stock at an exercise price of $0.125 and 1,100,000 3-year warrants to purchase common stock at an exercise price of $0.15 in exchange for the conversion of short-term convertible note payable in the amount of $100,000 plus accrued interest of $10,000 to Terrence Sedgewick on April 30, 2015,

275,000 shares of common stock, 275,000 3-year warrants to purchase common stock at an exercise price of $0.125 and 275,000 3-year warrants to purchase common stock at an exercise price of $0.15 in exchange for the conversion of short-term convertible note payable in the amount of $25,000 plus accrued interest of $2,500 to Samuel Seelig on May 7, 2015,

250,000 shares of common stock, 250,000 3-year warrants to purchase common stock at an exercise price of $0.125 and 250,000 3-year warrants to purchase common stock at an exercise price of $0.15 in exchange for the conversion of short-term note payable in the amount of $25,000 to Walter Bowen on May 29, 2015,

o	50,000 shares of common stock for services rendered with a value of $11,000 to R.F. Lafferty Co, Inc. on May 15, 2015,

o	37,763 shares of common stock in exchange for conversion of accounts payable in the amount of $6,732 to Lilly-Tavio Media Group on June 8, 2015,

o	267,402 shares of common stock in exchange for conversion of accounts payable in the amount of $90,000 to Catalyst Research Management Group on June 30, 2015,

o	11,250 shares of common stock for services rendered with a value of $5,628 to Oregon Rain Soap,

o	3,750 shares of common stock for services rendered with a value of $2,288 to Woody Michleb,

o	300,000 shares of common stock for services rendered with a value of $60,000 to Whitestone Investment Network, Inc., and

o	2,050,923 shares of common stock for cashless exchange of 2,158,867 warrants to purchase common stock on May 12, 2015 by Delta Group Investments, LTD.

The issuances of these shares were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number	Description of Exhibit	Filed Herewith	Form	Exhibit	Filing Date

3.1	Amended and Restated Articles of Incorporation of Registrant		8-K	3.1	10/29/2010
3.2	Amended and Restated Bylaws of Registrant		8-K	3.2	09/22/2010
3.3	Amended Articles of Merger Incorporation as currently in effect		8-K	3.3	10/13/2008
10.1	Exclusive Option Agreement dated May 1, 2006, between The Penn State Research Foundation and Northwest Medical Research Inc.		8-K	10.1	09/04/2008
10.2	Assignment Agreement to the Option Agreement, dated July 31, 2008, among The Penn State Research Foundation, Northwest Medical Research Inc. and Generic Marketing Services, Inc.		8-K	10.2	09/04/2008
10.3	Assignment and Assumption Agreement, dated July 31, 2008, between Northwest Medical Research Inc. and Generic Marketing Services, Inc.		8-K	10.3	09/04/2008
10.4	Form of Common Stock and Warrant Purchase Agreement		8-K	10.1	06/12/2009
10.5	Form of Securities Purchase Agreement		8-K	10.1	09/21/2009
10.6	$50,000 Promissory Note between TNS and Marvin S. Hausman, M.D. and Philip Sobol dated December 30, 2009		8-K	10.1	12/31/2010
10.7	$100,000 Promissory Note between TNS and Larry A. Johnson dated January 12, 2010		8-K	10.1	2/24/2010
10.8	$100,000 Promissory Note between TNS and Mark C. Wolf dated February 18, 2010		8-K	10.2	2/24/2010
10.9	$50,000 Promissory Note between TNS and Mark C. Wolf dated February 18, 2010		10-K	10.9	4/15/2010
10.10	Profit Sharing Agreement between TNS, American Charter & Marketing LLC, and Delta Group Investments, Limited dated March 26, 2010		10-K	10.10	4/15/2010
10.11	Form of Common Stock and Warrant Agreement 2010		8-K	10.1	12/20/2010
10.12	$312,500 Promissory Note between TNS and Delta Group Investments Limited dated January 26, 2011		8-K	10.2	2/22/2010
10.13	Termination of Profit Sharing Agreement dated February 21, 2011		8-K	10.1	2/22/2011
10.14	Lease Agreement between TNS and Sherwood Venture LLC dated March 15, 2011		8-K	10.1	4/6/2011
10.15	Form of Warrant A Agreement 2010		8-K	10.2	12/22/2010
10.16	Form of Warrant B Agreement 2010		8-K	10.3	12/22/2010
10.15	Form of Warrant A Agreement 2010		8-K	10.2	12/22/2010
10.16	Form of Warrant B Agreement 2010		8-K	10.3	12/22/2010
10.17	Asset Purchase Agreement between TNS, FunGuys, LLC and Mark C. Wolf dated May 27, 2011		8-K	10.1	3/3/2011
10.18	Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock of Total Nutraceutical Solutions, Inc. dated May 26, 2011.		8-K	10.3	3/3/2011
10.19	Employment Agreement between Marvin S. Hausman, M.D. and Total Nutraceutical Solutions, Inc. dated October 28, 2011.		8-K	10.1	11/2/2011
10.20	Employment Agreement between Devin Andres and Total Nutraceutical Solutions, Inc. dated October 28, 2011.		8-K	10.2	11/2/2011
31.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).	X
31.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).	X
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).	X
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).	X

Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Entia Biosciences, Inc.

August 14, 2015	By:	/s/ Carl Johnson
		Carl Johnson Chief Executive Officer (Principal Executive Officer)

August 14, 2015	By:	/s/ Marvin Hausman, M.D.
		Marvin Hausman, M.D. Acting Chief Financial Officer (Principal Financial Officer)

Entia Biosciences, Inc. - FORM 10-Q - August 14, 2015

Attached files

Entia Biosciences, Inc. Reports