Nevada
|
20-4036208
|
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification No.)
|
Large
accelerated filer
r
|
Accelerated filer r |
Non-accelerated
filer
r
(Do not check if a smaller reporting company)
|
Smaller
reporting company
x
|
Item
|
Page Number
|
|
Part I | ||
1.
|
3
|
|
1a.
|
3
|
|
1b.
|
4
|
|
1c.
|
5
|
|
1d.
|
6
|
|
2.
|
13
|
|
3.
|
16
|
|
4.
|
16
|
|
4a.
|
16
|
|
4b.
|
16
|
|
Part II | ||
1.
|
17
|
|
1A.
|
17
|
|
2.
|
17
|
|
3.
|
17
|
|
4.
|
17
|
|
5.
|
17
|
|
6.
|
17
|
|
18
|
INVO
BIOSCIENCE, INC.
|
||||||||
(A
DEVELOPMENT STAGE COMPANY)
|
||||||||
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
For
the three months
ended
|
For
the three months
ended
March
31,
2008
|
From
January 5, 2007
(Inception)
to
|
||||||||||
Revenue:
|
||||||||||||
Product
Revenue
|
$
|
36,815
|
$
|
-
|
$
|
74,810
|
||||||
Cost
of Goods Sold:
|
||||||||||||
Product
Costs
|
20,669
|
-
|
30,757
|
|||||||||
Gross
Margin:
|
16,146
|
-
|
44,053
|
|||||||||
Operating
Expenses:
|
Research
and development
|
4,950
|
90,061
|
||||||||||
Selling,
general and administrative
|
656,900
|
39,233
|
2,671,676
|
|||||||||
Total
Operating Expenses
|
661,850
|
39,233
|
2,761,737
|
|||||||||
Loss
from operations
|
(645,704
|
)
|
(39,233
|
)
|
(2,717,684
|
)
|
||||||
Other
Expenses:
|
||||||||||||
Interest
expense
|
5,350
|
2,079
|
20,864
|
|||||||||
Total
other expenses
|
5,350
|
2,079
|
20,864
|
|||||||||
Loss
before income taxes
|
(651,054
|
)
|
(41,312
|
)
|
(2,738,548
|
)
|
||||||
Provisions
for income taxes
|
-
|
-
|
-
|
|||||||||
Net
Loss
|
$
|
(651,054
|
)
|
$
|
(41,312
|
)
|
$
|
(2,738,548
|
)
|
|||
Basic
and diluted net loss per weighted average shares of common
stock
|
$
|
(0.012
|
)
|
$
|
(0.001
|
)
|
$
|
- | ||||
Basic and diluted Weighted average number of shares of common stock |
53,656,111
|
30,355,600
|
- |
INVO
BIOSCIENCE, INC
|
||||||||||||
(A
DEVELOPMENT STAGE COMPANY)
|
||||||||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
||||||||||||
(unaudited)
|
For
the three months ended
March
31, 2009
|
For
the three months ended
March
31 , 2008
|
From
January
5, 2007
(Inception)
to
March 31, 2009 |
||||||||||
Net
Loss
|
$
|
(651,054
|
)
|
$
|
(41,312
|
)
|
$
|
(2,738,548
|
)
|
|||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
Non-cash
stock compensation issued for services
|
37,500
|
12,000
|
89,085
|
|||||||||
In
kind contribution to employees
|
8,571
|
251,686
|
||||||||||
In
kind interest on loan payable- related party
|
1,241
|
5,988
|
||||||||||
Depreciation
and amortization
|
3,510
|
864
|
17,171
|
|||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Receivables
|
(18,071
|
)
|
-
|
(59,766
|
)
|
|||||||
Inventories
|
(4,027
|
)
|
-
|
(74,748
|
)
|
|||||||
Prepaid
expenses and other current assets
|
20,845
|
3,349
|
(64,790
|
)
|
||||||||
Accounts
payable
|
329,943
|
5,395
|
556,534
|
|||||||||
Other
accrued expenses
|
389
|
2,666
|
553,753
|
|||||||||
Net
cash used in operating activities
|
(280,965
|
)
|
(7,226
|
)
|
(1,463,636
|
)
|
||||||
Cash
flows from investing activities:
|
||||||||||||
Purchase
of equipment
|
(42,858
|
)
|
||||||||||
Deferred
Financing Costs
|
-
|
2,120
|
-
|
|||||||||
Purchase
of intangible assets
|
-
|
(4,238
|
)
|
(77,742
|
)
|
|||||||
Net
cash used in investing activities
|
-
|
(2,118
|
)
|
(120,600
|
)
|
|||||||
Cash
flows from financing activities:
|
||||||||||||
Proceeds
from demand note payable
|
779
|
50,000
|
||||||||||
Proceeds
from loan payable- insurance
|
70,587
|
|||||||||||
Proceeds
from loan payable- related party
|
75,000
|
8,565
|
177,889
|
|||||||||
Repayment
of loan payable- related party
|
(6,247
|
)
|
||||||||||
Proceeds
from Equity Subscription Receivable
|
200,000
|
1,301,938
|
||||||||||
Net
cash provided by financing activities
|
275,000
|
9,344
|
$
|
1,594,167
|
||||||||
Net
increase in cash and cash equivalents
|
$
|
(5,965
|
)
|
$
|
-
|
$
|
9,751
|
|||||
Cash
and cash equivalents at beginning of period
|
$
|
15,716
|
$
|
-
|
$
|
-
|
||||||
Cash
and cash equivalents at end of period
|
$
|
9,751
|
$
|
-
|
$
|
9,751
|
||||||
Supplemental
disclosure of non-cash financing activity:
|
||||||||||||
Cash
paid for interest
|
$
|
5,350
|
$
|
2,079
|
14,848
|
|||||||
Cash
paid for taxes
|
$
|
456
|
$
|
456
|
March
31,
2009
|
December
31,
2008
|
|||||||
Raw
Materials
|
$ | - | $ | - | ||||
Work
in Process
|
49,507 | 55,466 | ||||||
Finished
Goods
|
25,242 | 15,257 | ||||||
Total
Inventory
|
$ | 74,749 | $ | 70,722 |
Estimated
Useful Life
|
|
Molds
|
3 to 7 years
|
Computers
and Software
|
3 to 5 years
|
March
31,
2009
|
December
31,
2008
|
|||||||
Manufacturing
Equipment- Molds
|
$ | 35,263 | $ | 35,263 | ||||
Less:
Accumulated Depreciation
|
2,449 | 980 | ||||||
Network/IT
Equipment
|
7,595 | 7,595 | ||||||
Less:
Accumulated Depreciation
|
1,267 | 633 | ||||||
$ | 39,143 | $ | 41,245 |
March
31,
2009 |
December
31,
20
08
|
|||||||
Total
Patents
|
$
|
77,743
|
$
|
77,743
|
||||
ACCUMULATED
AMORTIZATION
|
(10,759
|
)
|
(9,351
|
)
|
||||
Patent
costs, net
|
$
|
66,984
|
$
|
68,392
|
Options
Outstanding
|
Options
Exercisable
|
|||||||||||||||||
Exercise
Prices
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life
(Years)
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
||||||||||||||
$
|
1.00
|
70,000
|
2.9
|
$
|
-
|
$
|
-
|
Number
of
Shares
|
Weighted
Average
Price
Per
Share
|
|||||||
Outstanding
at January 5, 2007
|
- | $ | - | |||||
Granted
|
- | - | ||||||
Exercised
|
- | - | ||||||
Canceled
or expired
|
- | - | ||||||
Outstanding
at December 31, 2007
|
- | $ | - | |||||
Granted
|
140,000 | 1.00 | ||||||
Exercised
|
- | - | ||||||
Canceled
or expired
|
- | - | ||||||
Outstanding
at December 31, 2008
|
140,000 | $ | 1.00 | |||||
Granted
|
- | - | ||||||
Exercised
|
- | - | ||||||
Canceled
or expired
|
70,000 | - | ||||||
Outstanding
at March 31, 2009
|
70,000 | $ | 1.00 |
A)
|
Operating
Leases
|
B)
|
Consulting
agreements
|
C)
|
Anti-Dilution
and Piggyback Registration Rights
|
D)
|
Employee
Agreements
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
31.1
|
|
31.2
|
|
32.0
|
INVO
Bioscience, Inc.
|
|||
Date: May
15, 2009
|
By:
|
/s/
Kathleen
Karloff
|
|
Kathleen
Karloff
|
|||
Chief
Executive Officer
(Principal
Executive Officer)
|
|||
Date:
May 15, 2009
|
By:
|
/s/
Robert
J.
Bowdring
|
|
Robert
J. Bowdring
|
|||
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
31.1
|
|
31.2
|
|
32.0
|
$96,462.00 | Beverly, Massachusetts |
1)
|
Repayment
. Maker
promises to pay the entire Principal Amount plus accrued and unpaid
interest thereon, and all other sums and charges due Holder hereunder on
March 31, 2009 (the “Maturity Date”). The Maturity Date is
subject to acceleration as set forth
below.
|
2)
|
Interest
. This
Note shall bear interest at the rate of five percent (5%) per annum from
the date hereof. All interest shall accrue and be paid with the
Principal Amount on the Maturity
Date.
|
3)
|
Conversion
. The
Principal Amount plus all accrued interest may be converted by Holder into
shares of common stock of Maker (“Shares”) at any time prior to payment
upon ten (10) days advance written notice by Holder to
Maker. The conversion price shall be the fair market value of a
Share. For purposes of this Note, fair market value shall
mean:
|
a.
|
The
average of the closing bid and asked prices of the Shares quoted in the
Over-The Counter Market Summary (if not on the NASDAQ system) or the
closing price quoted o the Nasdaq Stock Market or any exchange on which
the Shares are listed, whichever is applicable, as published in the Wall
Street Journal for the ten (10) trading days prior to the date of
determination of fair market value,
or
|
b.
|
If
the Shares are not traded over-the-counter or on an exchange, the fair
market value of a Share shall be as determined by an independent appraiser
appointed in good faith by the Maker’s Board of Directors. The
Principal Amount and all accrued interest must be converted at one
time.
|
4)
|
Application of
Payments
. All payments shall be made in legal tender of
the United States of America and shall be applied first to the payment of
any sums or charges other than principal or interest due Holder; second,
to the payment of accrued and unpaid interest on the unpaid Principal
Amount; and third, the balance on account of the Principal
Amount.
|
5)
|
Payment of Charges and
Expenses
. Maker agrees to pay the debt evidenced hereby,
and, after default, to pay all reasonable costs, expenses and attorneys’
fees incurred by the Holder in connection with any proceeding for
collection of the debt evidenced hereby, or in any litigation or
controversy arising from or connected with this Note. The
Maker’s obligation to pay such costs, expenses and attorneys’ fees of
Holder after default in connection with the protecting, enforcing or
realizing of the rights and remedies above described or otherwise set
forth herein, shall exist whether or not proceedings are instituted or
legal appearances made in any court of competent jurisdiction on behalf of
the Holder.
|
6)
|
Event of
Default
. Upon the occurrence of any one or more of the
following events Maker shall be in default hereunder and the entire
indebtedness with accrued interest due thereon under this Note shall, at
the option of Holder, accelerate and become immediately due and payable
without demand or notice of any
kind:
|
a.
|
Failure
by Maker to pay (i) the outstanding Principal Amount of this Note,
together with interest accrued thereon, at final maturity of this Note; or
(ii) any other sums required to be paid by Maker hereunder;
or
|
b.
|
If
(i) a petition is filed against Maker under any bankruptcy,
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or insolvency law, and is not dismissed within ninety (90)
days after such filing; or (ii) Maker (x) files a petition in voluntary
bankruptcy or seeks relief under any provision of any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution
or liquidation law of any jurisdiction, whether now or hereafter in
effect, or consents to the filing of any petition against it under any
such law, or (y) makes any general assignment for the benefit of creditors
or admits in writing its inability to pay, or fails to pay, its debts
generally as they become due, or consents to or otherwise suffers the
appointment of a receiver, custodian, liquidator or trustee for itself, or
of all or any part of its property.
|
7)
|
Waiver of
Rights
. Maker hereby waives presentment, demand, notice,
protest, and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, and
assents to extensions of the time of payment of forbearance or other
indulgence without notice.
|
8)
|
Holder’s
Rights
. Holder’s rights hereunder shall be cumulative
and not exclusive and may be exercised at the sole discretion of Holder
until this Note and all accrued and unpaid interest and other sums and
charges due hereunder shall have been paid in full. Further, no
failure on the part of Holder to exercise any right or remedy hereunder,
whether before or after the occurrence of any event of default hereunder,
shall constitute a waiver hereof, and no waiver of any past default shall
constitute waiver of any future default or of any other
default. No failure to accelerate the indebtedness evidenced
hereby by reason of default hereunder, or waiver granted from time to time
shall be construed to be a waiver of the right to insist upon prompt
payment thereafter or a waiver of any right of acceleration or any other
right, or be construed so as to preclude the exercise of any right which
Holder may have, whether by the laws of the Commonwealth of Massachusetts,
by agreement or otherwise; and Maker hereby expressly waives the benefit
of any statute or rule of law or equity which would produce a result
contrary to or in conflict with the
foregoing.
|
9)
|
Prepayment
. Maker
shall not have the right to prepay this
Note.
|
10)
|
Binding
Effect
. This Note shall bind the successors and assigns
of Maker and shall inure to the benefit of Holder, his heirs,
administrators, representatives, trustees, successors and
assigns.
|
11)
|
Captions and Section
Headings
. The captions and section headings used in this
Note are for convenience only and shall not be used to interpret, modify
or affect in any way the covenants and agreements herein
contained.
|
12)
|
Severability
. In
the event that any one or more of the provisions of this Note shall for
any reason be held to be invalid, illegal or unenforceable, in whole or in
part, or in any respect, or in the event that any one or more of the
provisions of this Note shall operate or would prospectively operate, to
invalidate this Note, then the remaining provisions of this Note shall
remain operative and in full force and effect, shall be valid, legal and
enforceable and shall in no way be affected, prejudiced or disturbed
thereby.
|
13)
|
Governing
Law
. This Note shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts without
reference to its conflict of laws
provisions.
|
MAKER: | BIOXCELL, INC | ||
|
By:
|
/s/ Philip H. Warren | |
Philip H. Warren | |||
Its President | |||
1.
|
The
Maturity Date (as defined in the Note) is March 31,
2010.
|
2.
|
Section
3,
Conversion
, is
eliminated and all remaining sections of the Note are appropriately
renumbered.
|
ACCEPTED and AGREED: | Very Truly Yours, |
BIO X CELL, INC. | BIO X CELL, INC. |
/s/
Claude
Ranoux
|
/s/
Robert
Bowdring
|
Dr.
Claude
Ranoux
|
Robert
J BowdringIts
|
|
Chief
Financial
Officer
|
1.
|
Services
|
2.
|
Compensation
|
a.
The
issuance of 83,333 shares of common stock upfront. The said shares shall
be issued within five days after the date hereof. Such stock
cannot be issued pursuant to an S-8 Registration
statement. The shares are not in contravention of Section 5 of
the Securities Act of 1933 and specifically with sections 5a and 5c there
under.
|
|
b.
WAKABAYASHI
FUND will also incorporate a free look clause whereby INVO BIOSCIENCE may
request to verify our long position in INVO BIOSCIENCE's stock as well as
incorporate a proprietary restrictive clause which precludes any
liquidation of our vested stock until the termination of our
contract.
|
|
c.
INVO
BIOSCIENCE shall pay consultant out-of-pocket expenses related to the
services set forth in Paragraph 1 above, subject to prior written budget
approval by INVO BIOSCIENCE
|
3.
|
Termination
of Agreement
|
4.
|
Notices
|
5.
|
Attorney
Fees
|
6.
|
Time is of the
Essence
|
7.
|
Inurement
|
8.
|
Entire
Agreement
|
9.
|
Amendments
|
10.
|
Waivers
|
11.
|
Non-Waiver
|
12.
|
Construction of
Agreement
|
|
Each
party has participated fully in the review and revision of this
Agreement. Any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply
in the interpretation of this
Agreement.
|
13.
|
Non-Circumvention
Agreement
|
14.
|
Applicable
Law
|
15.
|
Counterparts
|
16.
|
Facsimile |
|
A
facsimile copy of this Agreement is
acceptable.
|
17.
|
Acceptance of
Agreement
|
INVO BIOSCIENCE | |||
A Nevada Corporation | |||
Date:
February 28, 2009
|
By:
|
/s/ Kathleen Karloff | |
Kathleen Karloff | |||
CEO | |||
WAKABAYASHI
FUND, LLC.
|
|||
A Japanese Limited Liability Company | |||
Date:
February 28, 2009
|
By:
|
/s/ Tadaharu Wakabayashi | |
Tadaharu Wakabayashi | |||
Tadaharu Wakabayashi Fund, Director | |||
·
|
Use
our best efforts to secure up to $5,000,000 in private placement of the
companies securities on a best efforts
basis,
|
·
|
Evaluate
the Company’s capital requirements for funding current
growth,
|
·
|
Assist
in the structure of the securities to be used to complete the
funding,
|
·
|
For
its role as investment banker RedChip shall receive a fee equal to $8,000
payable in four equal installments of $2,000. The first installment is due
upon the execution of this agreement and every thirty days thereafter
until the balance is paid.
|
·
|
75,000
shares of restricted shares of INVO Common stock to be issued upon
execution of this agreement.
|
·
|
For
the placement of common or preferred stock and any convertible/redeemable
debt RedChip shall receive 10% of the principal amount raised at each
closing.
|
·
|
Additionally
RedChip shall receive 10% warrant coverage for any equity or sub-debt
placed. The warrants shall be for five years and shall be exercisable at
10% above the offering price or conversion price and have piggyback
registration rights. All warrants shall be covered in a separate warrant
agreement.
|
·
|
RedChip
shall also be reimbursed for any pre-approved out of pocket
expenses.
|
Very truly yours, | |||
RedChip Securities, Inc. | |||
|
By:
|
/s/Tim Moody | |
Timothy C. Moody | |||
President |
INVO Bioscience, Inc. | |||
|
By:
|
/ s/ Kathleen Karloff | |
Kathleen Karloff | |||
CEO | |||
$75,000.00 |
Beverly,
Massachusetts
|
1.
|
Repayment
. Maker
promises to pay the entire Principal Amount plus accrued and unpaid
interest thereon, and all other sums and charges due Holder hereunder on
May 20, 2009 (the “Maturity Date”). The Maturity Date is
subject to acceleration as set forth
below.
|
2.
|
Interest
. This
Note shall bear interest at the rate of five percent (5%) per annum from
the date hereof. All interest shall accrue and be paid with the
Principal Amount on the Maturity
Date.
|
3.
|
Application of
Payments
. All payments shall be made in legal tender of
the United States of America and shall be applied first to the payment of
any sums or charges other than principal or interest due Holder; second,
to the payment of accrued and unpaid interest on the unpaid Principal
Amount; and third, the balance on account of the Principal
Amount.
|
4.
|
Payment of Charges and
Expenses
. Maker agrees to pay the debt evidenced hereby,
and, after default, to pay all reasonable costs, expenses and attorneys’
fees incurred by the Holder in connection with any proceeding for
collection of the debt evidenced hereby, or in any litigation or
controversy arising from or connected with this Note. The
Maker’s obligation to pay such costs, expenses and attorneys’ fees of
Holder after default in connection with the protecting, enforcing or
realizing of the rights and remedies above described or otherwise set
forth herein, shall exist whether or not proceedings are instituted or
legal appearances made in any court of competent jurisdiction on behalf of
the Holder.
|
5.
|
Event of
Default
. Upon the occurrence of any one or more of the
following events Maker shall be in default hereunder and the entire
indebtedness with accrued interest due thereon under this Note shall, at
the option of Holder, accelerate and become immediately due and payable
without demand or notice of any
kind:
|
a.
|
Failure
by Maker to pay (i) the outstanding Principal Amount of this Note,
together with interest accrued thereon, at final maturity of this Note; or
(ii) any other sums required to be paid by Maker hereunder;
or
|
b.
|
If
(i) a petition is filed against Maker under any bankruptcy,
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or insolvency law, and is not dismissed within ninety (90)
days after such filing; or (ii) Maker (x) files a petition in voluntary
bankruptcy or seeks relief under any provision of any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution
or liquidation law of any jurisdiction, whether now or hereafter in
effect, or consents to the filing of any petition against it under any
such law, or (y) makes any general assignment for the benefit of creditors
or admits in writing its inability to pay, or fails to pay, its debts
generally as they become due, or consents to or otherwise suffers the
appointment of a receiver, custodian, liquidator or trustee for itself, or
of all or any part of its property.
|
6.
|
Waiver of
Rights
. Maker hereby waives presentment, demand, notice,
protest, and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, and
assents to extensions of the time of payment of forbearance or other
indulgence without notice.
|
7.
|
Holder’s
Rights
. Holder’s rights hereunder shall be cumulative
and not exclusive and may be exercised at the sole discretion of Holder
until this Note and all accrued and unpaid interest and other sums and
charges due hereunder shall have been paid in full. Further, no
failure on the part of Holder to exercise any right or remedy hereunder,
whether before or after the occurrence of any event of default hereunder,
shall constitute a waiver hereof, and no waiver of any past default shall
constitute waiver of any future default or of any other
default. No failure to accelerate the indebtedness evidenced
hereby by reason of default hereunder, or waiver granted from time to time
shall be construed to be a waiver of the right to insist upon prompt
payment thereafter or a waiver of any right of acceleration or any other
right, or be construed so as to preclude the exercise of any right which
Holder may have, whether by the laws of the Commonwealth of Massachusetts,
by agreement or otherwise; and Maker hereby expressly waives the benefit
of any statute or rule of law or equity which would produce a result
contrary to or in conflict with the
foregoing.
|
8.
|
Prepayment
. Maker
shall not have the right to prepay this
Note.
|
9.
|
Binding
Effect
. This Note shall bind the successors and assigns
of Maker and shall inure to the benefit of Holder, his heirs,
administrators, representatives, trustees, successors and
assigns.
|
10.
|
Captions and Section
Headings
. The captions and section headings used in this
Note are for convenience only and shall not be used to interpret, modify
or affect in any way the covenants and agreements herein
contained.
|
11.
|
Severability
. In
the event that any one or more of the provisions of this Note shall for
any reason be held to be invalid, illegal or unenforceable, in whole or in
part, or in any respect, or in the event that any one or more of the
provisions of this Note shall operate or would prospectively operate, to
invalidate this Note, then the remaining provisions of this Note shall
remain operative and in full force and effect, shall be valid, legal and
enforceable and shall in no way be affected, prejudiced or disturbed
thereby.
|
12.
|
Governing
Law
. This Note shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts without
reference to its conflict of laws
provisions.
|
MAKER: | INVO BIOSCIENCE, INC. | ||
|
By:
|
/s/ Dr. Claude Ranoux | |
Dr. Claude Ranoux | |||
Its President | |||
1.
|
I
have reviewed this annual report on Form 10-Q of INVO Bioscience
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
INVO BIOSCIENCE | |||
Date: May
15, 2009
|
By:
|
/ s/ Kathleen Karloff | |
Kathleen Karloff | |||
Chief Executive Officer | |||
1.
|
I
have reviewed this annual report on Form 10-Q of INVO Bioscience
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
INVO BIOSCIENCE | |||
Date:
May 15, 2009
|
By:
|
/ s/ Robert J. Bowdring | |
Robert J. Bowdring | |||
Chief Financial Officer | |||
INVO BIOSCIENCE | |||
Date:
May 15, 2009
|
By:
|
/s/ Kathleen Karloff | |
Kathleen Karloff | |||
Chief Executive Officer | |||
INVO BIOSCIENCE | |||
Date:
May 15, 2009
|
By:
|
/ s/ Robert J. Bowdring | |
Robert J. Bowdring | |||
Chief Financial Officer | |||