Note 1 - Business and Organization

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note

1.

   Business and Organization

The

accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of our business. As reflected in the accompanying financial statements, for the

nine

months ended

September 30, 2017,

we had a net loss of

$7,145,868,

and used

$3,074,645

cash in operations, and at

September 30, 2017,

had negative working capital of

$2,165,714,

current assets of

$1,446,501,

and an accumulated stockholders’ deficit of

$98,862,024.

The foregoing factors raise substantial doubt about our ability to continue as a going concern. Ultimately, our ability to continue as a going concern is dependent upon our ability to attract significant new sources of capital, attain a reasonable threshold of operating efficiencies, and achieve profitable operations by licensing or otherwise commercializing products incorporating our technologies. The financial statements do

not

include any adjustments that might be necessary if we are unable to continue as a going concern.

We have been, and anticipate that we will continue to be, limited in terms of our capital resources.

Cash totaled

$1,251,951

as of

September 30, 2017

and decreased by over

$650,000

from

December 31, 2016.

Our revenues for the

nine

months ended

September 30, 2017

totaled

$318,040.

Although almost a

100%

increase from the same period in

2016,

and approximately a

70%

increase over the prior

three

-month period, our revenues are

not

sufficient to fund our operations and must increase substantially before they will be. We will be required to raise substantial additional capital to expand our operations, including without limitation, hiring additional personnel, additional scientific and

third

-party testing, incurring costs associated with obtaining regulatory approvals and filing additional patent applications to protect our intellectual property, and possible strategic acquisitions or alliances, as well as to meet our liabilities as they become due for the next

12

 months. We intend to continue to raise money through private securities offerings for the foreseeable future and through our agreement with Lincoln Park (see Note

7

).

As of

September 30, 2017,

we had

$6,360,618

in principal amounts due on various debt obligations, all but

$50,000

of which are convertible into common stock (see Note

4

). Additionally, as of

September 30, 2017,

we had

$455,547

of accounts payable and accrued expenses (see Note

8

).

The unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to Rule

8

-

03

of Regulation S-

X

under the Securities Act of

1933,

as amended.

Accordingly, they do

not

include all of the information and notes required by generally accepted accounting principles for annual financial statements.  In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. For some of our activities, we are still operating in the early stages of the sales and distribution process, and therefore our operating results for the

nine

months ended

September 30, 2017

are

not

necessarily indicative of the results that

may

be expected for the year ending

December 

31,

 

2017,

or for any other period. These unaudited consolidated financial statements and notes should be read in conjunction with the Company’s audited financial statements and accompanying notes included in the Annual Report on

Form

10

-K for the year ended

December 31, 2016

filed with the Securities and Exchange Commission (the “SEC”) on

March 30, 2017.

We

have

seven

wholly-owned subsidiaries: BioLargo Life Technologies, Inc., organized under the laws of the State of California in

2006,

Odor-

No

-More, Inc., organized under the laws of the State of California in

2009,

BioLargo Water USA, Inc., organized under the laws of the State of California in

2013,

BioLargo Water, Inc., organized under the laws of Canada in

2014,

BioLargo Maritime Solutions, Inc. organized under the laws of the State of California in

2016,

BioLargo Development Corp., organized under the laws of the State of California in

2016,

and BioLargo Engineering Science and Technologies, LLC, organized under the laws of the State of Tennesse in

2017.

Additionally, we own

46.3%

of Clyra Medical Technologies, Inc. (“Clyra”), organized under the laws of the State of California in

2012

(see Note

9

).