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EX-31.1 - EX-31.1 - Entia Biosciences, Inc.ex31-1.htm
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EX-32.1 - EX-32.1 - Entia Biosciences, Inc.ex32-1.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 September 30, 2015
 
o TRANSITION 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
 
GRAPHIC

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 November 13, 2015, 29,103,587 shares of the registrant's common stock, par value $0.001 per share, were outstanding.
 
 
TABLE OF CONTENTS
 


PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
ENTIA BIOSCIENCES, INC.
 
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
   
September 30, 2015
   
December 31, 2014
 
             
Assets
           
Current Assets:
           
Cash
  $ 41,354     $ 99,462  
Accounts receivable, net
    53,128       243,782  
Inventory, net
    117,784       95,376  
Prepaid expenses
    15,109       46,107  
                 
Total Current Assets
    227,375       484,727  
                 
Property and Equipment, net
    36,322       43,147  
                 
Patents and license, net
    345,441       342,834  
                 
Total Assets
  $ 609,138     $ 870,708  
                 
                 
Liabilities and Stockholders' Equity (Deficit)
               
Current Liabilities:
               
Accounts payable and accrued expenses
  $ 761,907     $ 569,169  
Short-term convertible notes payable, net of discount related-party
    14,440       9,399  
Short-term convertible notes payable, net of discount
    118,592       357,646  
Notes payable
    5,488       51,030  
                 
Total Current Liabilities
    900,427       987,244  
                 
Total Liabilities
    900,427       987,244  
                 
Stockholders' Equity (Deficit):
               
Preferred stock, $0.001 par value, 5,000,000 shares authorized,
Series A preferred stock, 350,000 shares designated,
191,307 and 200,807 shares issued and outstanding,
respectively, aggregate liquidation value of $956,535
and $1,004,035 respectively
    191       201  
Common stock, $0.001 par value, 150,000,000 shares authorized,
29,103,587 and 15,512,927 shares issued and outstanding, respectively
    29,104       15,514  
Additional paid-in capital
    12,516,104       10,771,035  
Deferred compensation
    (62,980 )     (86,344 )
Accumulated deficit
    (12,773,708 )     (10,816,942 )
                 
Total Stockholders' Equity (Deficit)
    (291,289 )     (116,536 )
                 
Total Liabilities and Stockholders' Equity (Deficit)
  $ 609,138     $ 870,708  
 
See accompanying notes to the consolidated financial statements.
 
 
ENTIA BIOSCIENCES, INC.
 
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
   
Three Months
   
Three Months
   
Nine Months
   
Nine Months
 
   
Ended
   
Ended
   
Ended
   
Ended
 
   
September 30, 2015
   
September 30, 2014
   
September 30, 2015
   
September 30, 2014
 
                         
                         
                         
REVENUES
  $ 68,048     $ 87,753     $ 278,513     $ 355,014  
                                 
COST OF GOODS SOLD
    21,592       40,059       99,940       136,083  
                                 
GROSS PROFIT
    46,456       47,694       178,573       218,931  
                                 
OPERATING EXPENSES
                               
Advertising and promotion
    26,752       42,368       104,986       77,454  
Professional fees
    90,766       36,166       190,777       123,382  
Consulting fees
    46,865       21,440       410,339       315,032  
Impairment of intangible asset
    -       27,080       -       27,080  
General and administrative
    215,864       334,358       1,217,445       1,051,506  
                                 
Total Operating Expenses
    380,247       461,412       1,923,547       1,594,454  
                                 
LOSS FROM OPERATIONS
    (333,791 )     (413,718 )     (1,744,974 )     (1,375,523 )
                                 
OTHER INCOME (EXPENSES)
                               
Interest expense
    (8,362 )     (82,123 )     (142,550 )     (256,525 )
Other income (expense)
    (31,675 )     37,499       (20,327 )     24,534  
Loss on write-off of debt discount
    -       (100,000 )     (23,321 )     (100,000 )
Loss on settlement of notes payable
    -       -       (32,500 )     -  
Gain on settlement of accounts payable
    6,906       -       6,906       103,021  
                                 
NET LOSS
  $ (366,922 )   $ (558,342 )   $ (1,956,766 )   $ (1,604,493 )
                                 
NET LOSS PER COMMON SHARE
- BASIC AND DILUTED:
  $ (0.01 )   $ (0.06 )   $ (0.09 )   $ (0.18 )
                                 
Weighted common shares outstanding
- basic and diluted
    28,319,757       10,091,052       22,680,896       8,986,310  
 
See accompanying notes to the consolidated financial statements.
 
 
ENTIA BIOSCIENCES, INC.
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD ENDED DECEMBER 31, 2014 and
FOR THE INTERIM PERIOD ENDED SEPTEMBER 30, 2015
(Unaudited)
 
    Preferred Stock      Common Stock    
 Additional
Paid In 
     Deferred      Accumulated    
Total
Stockholders'
Equity
 
   
 Shares
   
Amount
   
Shares
   
Amount
   
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
    -       -       5,347,901       5,348       554,825       -       -       560,173  
Issuance of common stock for conversion
of preferred stock
    (9,500 )     (10 )     95,000       95       (85 )     -       -       -  
Issuance of common stock for conversion
of convertible debt
    -       -       3,068,882       3,069       318,632       -       -       321,701  
Issuance of common stock for conversion
of accounts payable
    -       -       554,521       554       130,054       -       -       130,608  
Issuance of common stock for cashless
exercise of warrants
    -       -       2,050,923       2,051       (2,051 )     -       -       -  
Stock compensation
    -       -       1,550,000       1,550       541,782       -       -       543,332  
Issuance of common stock for services
    -       -       923,433       923       119,282       -       -       120,205  
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
    -       -       -       -       -       91,253       -       91,253  
Net loss
    -       -       -       -       -       -       (1,956,766 )     (1,956,766 )
                                                                 
Balance - September 30, 2015
    191,307     $ 191       29,103,587     $ 29,104     $ 12,516,104     $ (62,980 )   $ (12,773,708 )   $ (291,289 )
 
See accompanying notes to the consolidated financial statements.
 
 
ENTIA BIOSCIENCES, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
Nine Months
   
Nine Months
 
   
Ended
   
Ended
 
   
September 30, 2015
   
September 30, 2014
 
             
             
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (1,956,766 )   $ (1,604,493 )
                 
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
               
Depreciation/amortization
    24,989       56,318  
Gain on settlement of accounts payable
    (6,906 )     (103,021 )
Impairment of intangible asset
    -       27,080  
Loss on write-off of debt discount
    23,321       100,000  
Amortization of discount on convertible notes
    111,837       221,548  
Loss on conversion of notes payable
    32,500       -  
Stock-based compensation
    762,681       486,568  
Loss on sale of stock subscription receivable
    -       12,965  
Changes in operating assets and liabilities:
               
Accounts receivable
    190,654       (54,465 )
Inventory
    (22,408 )     22,163  
Prepaid expenses
    39,334       28,275  
Accounts payable and accrued expenses
    323,632       404,761  
                 
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
    (477,132 )     (402,301 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchase of property and equipment
    (8,051 )     (4,607 )
Acquisition of patents and patents pending  (net)
    (12,720 )     (28,328 )
                 
NET CASH USED IN INVESTING ACTIVITIES
    (20,771 )     (32,935 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from issuance of common stock
    560,173       -  
Proceeds from convertible notes payable and notes payable
    50,000       503,000  
Payment on notes payable
    (170,378 )     (34,042 )
Payment on convertible note payable - related party
    -       (40,000 )
Proceeds from sale of stock subscription receivable
    -       40,000  
Proceeds from convertible note payable-related party
    -       15,000  
                 
NET CASH PROVIDED BY FINANCING ACTIVITIES
    439,795       483,958  
                 
NET CHANGE IN CASH
    (58,108 )     48,722  
                 
Cash at beginning of period
    99,462       36,886  
                 
Cash at end of period
  $ 41,354     $ 85,608  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
               
Interest paid
  $ 36,220     $ 843  
                 
SUPPLEMENTAL DISCLOSURE OF NONCASH FLOWS FINANCING
AND INVESTING ACTIVITIES:
               
Conversion of convertible notes payable, accounts
payable and accrued interest to preferred and common stock
  $ 452,309     $ 1,087,490  
Stock issued for services
  $ 120,205     $ 39,556  
Issuance of warrants for accrued salary
  $ -     $ 91,863  
 
See accompanying notes to the consolidated financial statements.
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1 – ORGANIZATION AND OPERATIONS
 
We engage in the distribution of nutraceutical and cosmeceutical products, some of which are dietary supplements.  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.  Additionally, we are developing new technologies and processes related to our products.
 
We have a history of incurring net losses and net operating cash flow deficits.  At September 30, 2015, we had cash and cash equivalents of $41,354.  We will require additional capital of at least approximately $135,000 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-based private placements.  In addition, of this $135,000, $60,000 in notes payable is now due and its conversion into our common stock is under discussion with the holder.  We are confident this note will be converted or otherwise settled prior to the end of our fiscal year.  These conditions raise substantial doubt about our ability to continue as a going concern.  However, we anticipate that our anticipated cash flows from operations and from on-going financing activities will be sufficient to meet our cash requirements through December 2015.

In order for us to continue as a going concern and ultimately to achieve profitability, we will be required, in some combination, to obtain capital from external sources, increase revenues and reduce operating costs.  The issuance of equity securities and/or securities convertible into 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.


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 September 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.  
 
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 September 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 September 30, 2015 and September 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.

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 nine months ended September 30, 2015 and 2014 as we had a net taxable loss (the benefit of which was fully reserved) in the periods.

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 nine months ended September 30, 2015 and 2014.   The following table presents a reconciliation of basic loss per share and excluded dilutive securities:

   
For the Three Months Ended
September 30,
   
For the Nine Months Ended
September 30,
 
   
2015
   
2014
   
2015
   
2014
 
Numerator:
                       
Net loss
  $ (366,922 )   $ (558,342 )   $ (1,956,766 )   $ (1,604,493 )
                                 
Denominator:
                               
Weighted-average common shares outstanding
    28,319,757       10,091,052       22,680,896       8,986,310  
                                 
Basic and diluted net loss per share
  $ (0.01 )   $ (0.06 )   $ (0.09 )   $ (0.18 )
                                 
Common stock warrants
    19,091,578       5,019,006       19,091,578       5,019,006  
Series A convertible preferred stock
    1,913,070       2,078,070       1,913,070       2,078,070  
Stock options
    2,896,470       2,848,670       2,896,470       2,848,670  
Convertible debt including interest
    96,013       915,085       96,013       915,085  
Excluded dilutive securities
    23,997,131       10,860,831       23,997,131       10,860,831  
 
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:
 
   
September 30, 2015
   
December 31, 2014
 
Raw materials
  $ 34,903     $ 202,591  
Finished goods
    233,945       43,849  
      268,848       246,440  
Less:  reserve for excess and obsolete inventory
    (151,064 )     (151,064 )
    $ 117,784     $ 95,376  
 
NOTE 4 – PROPERTY AND EQUIPMENT

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

   
September 30, 2015
   
December 31, 2014
 
Office equipment
  $ 31,658     $ 27,507  
Production equipment
    90,899       86,999  
Leasehold improvements
    16,328       16,328  
      138,885       130,834  
Less:  accumulated depreciation
    (102,563 )     (87,687 )
    $ 36,322     $ 43,147  

NOTE 5 – PATENTS AND LICENSES, NET

Our identifiable long-lived intangible assets are patents and prepaid licenses.  Patent and license amortization is $3,372 and $3,371 for the three months ended September 30, 2015 and 2014, respectively and $10,112 and $11,071 for the nine months ended September 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:

   
September 30, 2015
   
December 31, 2014
 
Licenses and amortizable patents
  $ 207,244     $ 207,244  
Unamortized patents
    178,878       166,159  
Accumulated amortization
    (40,681 )     (30,569 )
Patents and Licenses, net
  $ 345,441     $ 342,834  
 
 
NOTE 6 – ACCRUED EXPENSES

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

   
September 30, 2015
   
December 31, 2014
 
Executive compensation
  $ 327,285     $ 153,432  
Other accruals
    27,372       19,725  
 
  $ 354,657     $ 173,157  
 
NOTE 7 – NOTES PAYABLE

Notes payable consists of the following:

   
September 30, 2015
   
December 31, 2014
 
Notes payable - current
           
7.85% unsecured, $473 due monthly
  $ -     $ 2,304  
5.86% unsecured, $545 due monthly
    4,268       -  
7.85% unsecured, $314 due monthly
    1,220       -  
4.15% unsecured, $3,436 due monthly
    -       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  
    $ 5,488     $ 51,030  
 
Convertible notes payable, net
           
8% secured due on December 26, 2015 (net of discount related to beneficial conversion feature of $1,408 in 2015 and $7,746 in 2014), convertible into preferred stock at $5.00 per share.
  $ 48,592     $ 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 $0 and $4,620 in 2014).  This note was converted in July 2015 for 322,500 shares of common stock  In  addition, 645,000 3-year warrants were granted and vested with an exercise price ranging from $0.125 - $0.15.
    -       25,380  
10% unsecured due December 2015 (net of discount related to warrants of $0 in 2015 and $1,727 in 2014) convertible price to be determined by the purchase price paid by investors in future offerings, not to exceed $1.50 per share
    10,000       8,273  
10% unsecured due October 2015 (net of discount related to warrants of $0 in 2015 and $1,805 in 2014) convertible price to be determined by the purchase price paid by investors in future offerings, not to exceed $1.50 per share.  We are currently in contract extension negotiations.
    10,000       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 in Q2.
    -       17,253  
                 
    $ 118,592     $ 357,646  
 
Convertible notes payable, net related party
           
             
0% unsecured due November 2015 (net of discount related to beneficial conversion feature of $274 in 2015 and $2,738 in 2014 and net of discount related to warrants of $286 in 2015 and $2,863 in 2014 and convertible into common stock at $0.30 per share.)
  $ 14,440     $ 9,399  
    $ 14,440     $ 9,399  
 
 
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 September 30, 2015 is $57,923.  This liability is listed as a component of accounts payable and accrued expenses on the balance sheet.

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, which fully vested 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.

NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock
 
On May 26, 2011, our board of directors designated 350,000 shares of our authorized preferred stock as Series A preferred stock, $0.001 par value per share.  The Series A preferred stock is entitled to a liquidation preference, votes on an as-converted basis with our common stock on all matters as to which holders of common stock are entitled to vote, and is convertible into common stock on a one-for-ten basis.  In September 2015, our new executive management became aware that the 2011 designation of the Series A preferred stock by our board of directors was not authorized by the Company’s Articles of Incorporation.   As a result, the shares of Series A preferred stock issued by the Company were not duly authorized and, further, uncertainty exists as to the validity of the subsequent conversion by certain holders of Series A preferred stock of some of these shares into common stock.  On October 1, 2015, Nevada’s corporations statute was amended by means of Nevada Senate Bill No. 446 so as to allow retroactive correction of the aforementioned authorization issue through a ratification vote or consent of our shareholders (which excludes the vote or consent as to any shares of Series A preferred stock or any shares of common stock issued upon conversion of the Series A preferred stock).    We are undertaking to receive such ratification through a written consent solicitation of our shareholders.  We believe that we will be successful in obtaining this ratification, at which point all outstanding shares of our Series A preferred stock and, as the case may be, the common stock into which any of our Series A preferred stock  has been converted will be validly issued and outstanding.
 

During the third quarter 2015, one investor converted 1,500 shares of Series A preferred stock for 15,000 shares of common stock.

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.

Common stock

During third quarter 2015, we issued shares of common stock for the following:
o  
15,000 shares of common stock for conversion of 1,500 shares of Series A preferred stock,
o  
418,750 shares of common stock with a value of $82,838 for services rendered,
o  
193,856 shares of common stock in exchange for conversion of accounts payable in the amount of $22,776,
o  
322,500 shares of common stock in exchange for conversion of notes payable in the amount of $30,000 plus accrued interest of $2,250,
o  
567,901 shares of common stock for $40,168 cash, and
o  
111,683 shares of common stock with a value of $14,072 in payment of accrued payroll.

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 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 third quarter 2014, we issued shares of common stock for the following:
o  
645,885 shares of common stock with a value of $77,200 upon conversion of $75,500 of convertible notes payable along with accrued interest of $1,700,
o  
300,000 shares of common stock for conversion of 30,000 shares of Series A preferred stock,
o  
2,592,570 shares of common stock in exchange for converting $777,770 of accrued salary to two key employees,
o  
400,000 shares of common stock with a value of $107,882 in exchange for conversion of notes payable,
o  
7,813 shares of common stock with a value of $5,000 for the conversion of accounts payable,
o  
50,000 shares of common stock in conjunction with a distributor agreement value at $21,500.  This amount is posted as a reduction in revenues, and
o  
75,000 shares of common stock with a value of $33,713 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 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.
 
A summary of option activity under the stock option plan as of September 30, 2015 and changes during the nine months 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, September 30, 2015
    2,896,470     $ .0.20 - $1.00     $ 0.46       11.24       -  
                                         
Exercisable, September 30, 2015
    2,652,799     $ 0.20 - $1.00     $ 0.45       11.66       -  
 

The range of exercise prices for options outstanding under the 2010 Stock Incentive Plan at September 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 September 30, 2015, the Company had 1,803,530 unissued shares available under the Plan.  Also, at September 30, 2015, the Company had $119,011 of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 11 years.

Warrants – Consulting Agreements

Outstanding warrants to purchase common stock are as follows:

Date of Issue
 
September 30, 2015
   
Exercise Price
   
Expiration
 
July-15
    1,445,000     $ 0.125 - $0.15     07/2018  
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
    7,271,454     $ 0.36 - $10.00    
05/2015 - 10/2024
 
Total
    21,548,954                
Less:
                     
Expired
    298,509                
Exercised
    2,158,867                
Total
    19,091,578                
 
 
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:

   
September 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
 
    $ 0.14     $ 0.39  
 
At September 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 second 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 second 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 terminated 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 September 30, 2015 and 2014 is $0 and $5,406, respectively.

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 October 2, 2015, Marvin S. Hausman, MD resigned his position as Acting Chief Financial Officer.  He remains as Chairman of the Board of Directors of Entia Biosciences, Inc. and Chief Science and Technology Officer.  Also on October 2, 2015, the Board of Directors of Entia Biosciences, Inc. appointed Timothy Timmins to the positions of Executive Vice President, Chief Operating and Financial Officer.  Both changes are effective as of October 1, 2015.  The Company entered into employment agreements with both Messrs. Hausman and Timmins and both will perform their duties from company headquarters in Sherwood, Oregon.
 

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

Overview of Current Operations

Entia Biosciences, Inc. (Entia) is a biotechnology company engaged in the discovery, formulation, development, production and marketing of functional ingredients that can be used in branded medical foods, nutraceuticals, cosmetics and other products 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 cosmeceutical and nutraceutical products under the GROH® and SANO™ brands directly to consumers online and through leading hair salons and other resellers in North America.  TNS currently offers  natural organic nutraceutical mushroom dietary supplement products, including ImmuSANO®, GlucoSANO®, and GROH®, which have been designed to nutritionally support the health of hair, skin and nails.  ImmuSANO addresses the nutritional needs and health of immune system and GlucoSANO nutritionally assists normal cellular function.

Our formulations, which contain highly potent antioxidants, have the nutritional potential to provide multiple health benefits, including enhancing iron homeostasis, reducing inflammation, supporting the immune system, promoting healthy joints, increasing stamina, and reducing stress and anxiety.  These naturally-occurring dietary substances have not been chemically altered, and we believe that they may provide 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 including, but not necessarily limited to, the Department of Food Science, Pennsylvania State University.

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

Revenues and Cost of Goods Sold:

   
For the Three Months Ended
September 30,
 
Change
 
   
2015
   
2014
    $     %  
Revenues
  $ 68,048     $ 87,753     $ (19,705 )     -22.5 %
Cost of Goods Sold
    21,592       40,059       (18,467 )     -46.1 %
 
   
For the Nine Months Ended
September 30,
 
Change
 
    2015      2014     $     %  
Revenues
  $ 278,513     $ 355,014     $ (76,501 )     -21.5 %
Cost of Goods Sold
    99,940       136,083       (36,143 )     -26.6 %
 
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 nine months ending September 30, 2015 from 2014 is due to a distribution agreement reached with exclusivity.  During the first three quarters of 2014, we were not limited to whom we could sell our products, thus our sales were higher.  During 2015, we are limited and the orders being received via this agreement has been restocking.

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 September 30, 2015 decreased due to higher freight-in costs incurred during third quarter 2014 to prepare for the large stocking order that occurred during the fourth quarter 2014.
 

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

Operating Expenses:

   
For the Three Months Ended
September 30,
   
Change
 
   
2015
   
2014
    $     %  
Advertising & promotion expenses
  $ 26,752     $ 42,368     $ (15,616 )     -36.9 %
Professional fees
    90,766       36,166       54,600       6.6 %
Consulting fees
    46,865       21,440       25,425       118.6 %
General and Administrative expenses (including
impairment of intangible assets)
    215,864       361,438       (145,573 )     -40.3 %
 
   
For the Nine Months Ended
September 30,
   
Change
 
   
2015
   
2014
    $     %  
Advertising & promotion expenses
  $ 104,986     $ 77,454     $ 27,532       35.5 %
Professional fees
    190,777       123,382       67,395       54.6 %
Consulting fees
    410,339       315,032       95,307       30.3 %
General and Administrative expenses
    1,217,445       1,078,586       138,860       12.9 %
 
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 decrease in these expenses during the three months ended September 30, 2015 was due to a large trade show that was sponsored during third quarter 2014.  The increase during the nine months ended September 30, 2015 was due to increased marketing costs incurred in 2015 that didn’t exist in 2014.

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 legal fees and expenses incurred in 2015. $48,000 of the increase is due to legal fees and $18,000 of these legal fees were paid in common stock.  There was an increase of $7,000 in fees related to stock issuances over 2014.

Consulting fees.  These expenses are comprised of fees incurred by third-party consultants for the provision of administrative, information technology, investment management and marketing management services.  The increase in these expenses from 2014 is due to increased consultants fees for their services during 2015.  The fees increased due to finder’s fees being paid consultants assisting us in raising capital.
 
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 decrease for the three months ended September 30, 2015 was due to compensation expense decreasing for employees who have left employment.  The increase for the nine months ended September 30, 2015 over 2014 is attributable to an increase in travel during 2015 and payment of stock bonuses to executive management and board members.
 

Material Changes in Financial Condition

At September 30, 2015, cash totaled $41,354, compared to $99,462 at December 31, 2014.  The primary reasons for the net decrease in 2015 are described below.  Working capital deficit was $(673,052) at September 30, 2015, compared to $(502,517) at December 31, 2014.  The change in working capital was due primarily to the increase in current liabilities and a decrease in cash and accounts receivable.  The net change in cash and cash equivalents for the periods presented was comprised of the following (in thousands):

   
For the Nine Months Ended
September 30,
   
Change
 
   
2015
   
2014
    $     %  
Net cash provided by (used in)
                         
Operating activities
  $ (477 )   $ (402 )   $ (75 )     18.7 %
Investing activities
    (21 )     (33 )     12       -36.4 %
Financing activities
    440       484       (44 )     -9.1 %

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

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

Financing Activities.  The decrease in net cash flows from financing activities was due increased payments made on financing activities.

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.  Based on our cash on hand, income from operations, external financing and the degree to which we may reduce expenses 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 $135,000 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-based private placements.  In addition, of this $135,000, $60,000 in notes payable is now due and its conversion into our common stock is under discussion with the holder.  We are confident this note will be converted or otherwise settled prior to the end of our fiscal year.  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 October 2, 2015, Marvin S. Hausman, MD resigned his position as Acting Chief Financial Officer.  He remains as Chairman of the Board of Directors of Entia Biosciences, Inc. and Chief Science and Technology Officer.  Also on October 2, 2015, the Board of Directors of Entia Biosciences, Inc. appointed Timothy Timmins to the positions of Executive Vice President, Chief Operating and Financial Officer.  Both changes are effective as of October 1, 2015.  The Company entered into employment agreements with both Messrs. Hausman and Timmins and both will perform their duties from company headquarters in Sherwood, Oregon.
 

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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.

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.

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 and with 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 September 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 September 30, 2015 still exist, and therefore our disclosure controls and procedures were not effective as of September 30, 2015.

Changes in Internal Control Over Financial Reporting

As of September 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 September 30, 2015, that materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.
 

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 party to any material litigation, however, management has become aware of threatened litigation from a single party with respect to a note payable, along with other potential allegations.  We believe that this situation will be settled in due time, without material effect to the company or its future operations.

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 third quarter 2015, we issued shares of common stock for the following:
o  
418,750 shares of common stock with a value of $82,838 for services rendered to seven consultants,
o  
128,262 shares of common stock in exchange for conversion of accounts payable in the amount of $19,732 to Neuroscience Institute on August 25, 2015,
o  
37,763 shares of common stock in exchange for conversion of accounts payable in the amount of $4,950 to Lilly-Tavio Media Group on July 9, 2015,
o  
27,831 shares of common stock in exchange for conversion of accounts payable in the amount of $5,000 to Catalyst Research Management Group on August 6, 2015,
o  
322,500 shares of common stock, 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 in exchange for conversion of short-term note payable in the amount of $30,000 plus accrued interest of $2,250 to Thomas Lark on July 27, 2015,
o  
400,000 shares of common stock to 3 investors for $40,000 cash.  In addition, Entia granted 400,000 3-year warrants to purchase common stock exercisable at $0.125 and 400,000 3-year warrants to purchase common stock exercisable at $0.15,
o  
167,901 shares of common stock with a value of $168 in exchange for exercise of warrants to William Meyer on September 11, 2015, and
o  
111,683 shares of common stock with a value of $14,072 in payment of accrued payroll to William Meyer on September 8, 2015.

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

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not Applicable.

Item 5.  Other Information
 
None.

 
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
X      
31.2
X      
32.1
X
     
32.2
X
     

 
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.
   
November 13, 2015
By:  
/s/ Carl J Johnson, 
 
Carl J. Johnson
Chief Executive Officer
(Principal Executive Officer)

 
By:
/s/ Marvin Hausman, M.D.
 
Marvin Hausman, M.D.
Chief Science and Technology Officer
(Acting Principal Financial and Accounting Officer)

 
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