Zivo Bioscience Inc (ZIVO)

[Amigo Mike]

Accounting is accounting and it is a pain in the ass.

That said, if CFO didn't know how to account for it whether that is Rice or Marchiando, they should have consulted for answers to avoid this type situation.

Looks like ZIVO is moving on this now. Amended 10Q for the F3Q21 filed this morning. Numbers moved around.

https://www.sec.gov/Archives/edgar/data/1101026/000165495422005221/0001654954-22-005221-index.htm

>>>>>>
EXPLANATORY NOTE

Zivo Bioscience, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to amend its Quarterly Report on Form 10-Q for the quarterly period September 30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2021 (the “Original Filing”). The purpose of this Amendment No. 1 is to restate our previously issued unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2021, contained in the Original Filing (the “Restatement”).

Restatement Background
As part of the Company’s normal annual reporting process for the year ended December 31, 2021 and prior to completion of the related audit, the management and the Audit Committee of the Company concluded that a material error was made related to the accounting for the Company's License Co-Development Participation Agreements (the “Participation Agreements”) entered into between April 13, 2020 through May 14, 2021. The Company determined that the Participation Agreements should be accounted for as a research and development agreement in accordance with ASC 730-20, Research and Development – Research and Development Arrangements. Previously, the Company accounted for the Participation Agreements under ASC 470-10, Debt – Sales of Future Revenues. ASC 730 directs the balance of funds to be considered a liability as an obligation to perform services. As such, this liability should be amortized ratably when research and development expenses associated with the Participation Agreements are incurred as an offset to research and development expenses. The Company’s Original Filing incorrectly identified the funds contributed to the Company per the Participation Agreements as Deferred Revenue – Participation Agreements and did not amortize the proceeds timely. The error resulted in an overstatement of the Company’s total current liabilities, total stockholders’ deficit, research and development expense, net loss, and basic and diluted net loss per share in the Original Filing. See Note 2 — Restatement of Previously Issued Financial Statements, for additional information.

The Company’s management and the Audit Committee of the Company’s Board of Directors determined that material weaknesses existed in the Company’s internal control over financial reporting due to the lack of precision of management review controls that would prevent or detect material misstatements. As such, Item 4 of Part I has been amended for our assessment of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act. Refer to Controls and Procedures in Part I, Item 4.

Items Amended in this Amendment No. 1

The Amendment sets forth the information in the Original Filing in its entirety, as adjusted for the effects of the Restatement. The following items have been amended to reflect the Restatement:
Part I, Item 1, Financial Statements

Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations

Part I, Item 4, Controls and Procedures

Part II, Item 1A, Risk Factors

Part II, Item 6, Exhibits

Except as described above this Amendment No. 1 does not amend, update or change any other disclosures in the Original Filing. In addition, the information contained in this Amendment No. 1 does not reflect events occurring after the Original Filing and does not modify or update the disclosures therein, except to reflect the effects of the Restatement.

This Amendment includes new certifications from the Company’s Chief Executive Officer and Chief Financial Officer dated as of the date of filing of this Amendment, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
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So let's see the 10K now and get on with the business of COMMUNICATING WITH THE PEOPLE THAT OWN THE COMPANY.

Amigo Mike