Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Apr. 18, 2013 | Jun. 30, 2012 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'CANNABIS SCIENCE, INC. | ' | ' |
Entity Central Index Key | '0001024626 | ' | ' |
Amendment Flag | 'true | ' | ' |
Amendment Description | ' | ' | ' |
EXPLANATORY NOTE | |||
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 which the Registrant previously filed with the Securities and Commission on April 23, 2013 (the “Original Filing”). The Registrant is filing this Amendment to correct an error that the Registrant discovered on the Original Filing. The Consolidated Statement of Stockholders’ Equity (deficit) contained several errors in the filed EDGAR version and has now been corrected. Except as set forth above, the Original Filing has not been amended, updated or otherwise modified | |||
Current Fiscal Year End Date | '--12-31 | ' | ' |
Document Type | '10-K | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Period End Date | 31-Dec-12 | ' | ' |
Document Fiscal Year Focus | '2012 | ' | ' |
Entity Well-Known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $27,632,403 |
Entity Common Stock, Shares Outstanding | ' | 684,290,573 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2012 | Dec. 31, 2011 | ||
Current Assets | ' | ' | ||
Cash | $23,560 | $2,197 | ||
Accounts receivable, related party | 25,000 | ' | ||
Prepaid expenses and deposits | 110 | 3,128 | ||
Advances to related party | 116,943 | ' | ||
Loans receivable, related party | 22,627 | ' | ||
Marketable Securities (Note 4) | 525,000 | [1] | ' | [1] |
Total current assets | 713,240 | 5,325 | ||
Deposits | ' | 6,666 | ||
Computers, Software and Equipment, net of accumulated depreciation (Note10) | 16,412 | [2] | 967 | [2] |
Goodwill (Note 1) | 44,274 | [3] | ' | [3] |
Intangibles, CCI (Note 1) | 147,000 | [3] | ' | [3] |
Intangibles, net of accumulated amortization (Note 11) | 186,538 | [4] | 47,588 | [4] |
TOTAL ASSETS | 1,107,464 | 60,546 | ||
Current liabilities | ' | ' | ||
Accounts payable | 158,458 | 476,590 | ||
Accrued expenses, primarily management fees (Note 6) | 1,314,050 | [5] | 1,163,126 | [5] |
Advances from related parties (Note 6) | 196,703 | [5] | 156,818 | [5] |
Management bonuses | 300,000 | 300,000 | ||
Notes payable to stockholders (Note 7) | 1,307,218 | [6] | 194,413 | [6] |
Total current liabilities | 3,276,429 | 2,290,947 | ||
Commitments and contingencies (Note 12) | ' | [7] | ' | [7] |
Stockholders' deficit | ' | ' | ||
Preferred stock, $.001 par value, 1,000,000 shares authorized, 666,666 shares issued and outstanding at December 31, 2012 and 999,999 in 2011 | 667 | 1,000 | ||
Common stock value | 663,791 | 305,421 | ||
Prepaid consulting | -2,864,070 | -379,156 | ||
Additional paid-in capital | 86,604,888 | 68,379,003 | ||
Deficit accumulated during the development stage | -86,574,241 | -70,536,669 | ||
Total stockholders' deficit | -2,168,965 | -2,230,401 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 1,107,464 | 60,546 | ||
Common stock, Class A | ' | ' | ||
Stockholders' deficit | ' | ' | ||
Common stock value | ' | ' | ||
[1] | Note 4 | |||
[2] | Note 10 | |||
[3] | Note 1 | |||
[4] | Note 11 | |||
[5] | Note 6 | |||
[6] | Note 7 | |||
[7] | Note 12 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 666,666 | 999,999 |
Preferred stock, shares outstanding | 666,666 | 999,999 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 850,000,000 | 850,000,000 |
Common stock, shares issued | 663,790,573 | 305,420,574 |
Common stock, shares outstanding | 663,790,573 | 305,420,574 |
Common stock, Class A | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | 95 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | |
Statements Of Operations [Abstract] | ' | ' | ' |
Revenue | $36,575 | $73,702 | $126,682 |
Operating Expenses | ' | ' | ' |
Investor relations | 111,634 | 86,182 | 1,330,443 |
Professional fees | 261,852 | 118,749 | 33,031,781 |
Technology license royalties | ' | ' | 160,417 |
Impairment of oil and gas well lease | ' | ' | 5,089,811 |
Impairment loss on goodwill | 405,858 | ' | 405,858 |
Net loss on settlement of liabilities | 10,659,600 | 5,129,800 | 15,395,087 |
Net loss on disposal of assets | 52,423 | ' | 52,423 |
Inventory write-down | 50,235 | ' | 50,235 |
Depreciation and Amortization | 59,074 | 22,362 | 140,656 |
General and administrative | 5,068,446 | 3,055,065 | 28,026,385 |
Total operating expenses | 16,669,122 | 8,412,158 | 83,683,096 |
Net Operating Profit (Loss) | -16,632,547 | -8,338,456 | -83,556,415 |
Other income (expense) | ' | ' | 66,021 |
Interest income, net | 2,250 | ' | 2,250 |
Interest expense, net | -9,073 | -588 | -163,035 |
Gain on settlement of debts | 5,167 | ' | 5,167 |
Gain on derecognized liabilities | 222,431 | ' | 222,431 |
Unrealized gain on marketable common stock | 375,000 | ' | 375,000 |
Beneficial conversion feature | ' | ' | -1,098,992 |
Income (Loss) Before Income Taxes | -16,036,772 | -8,339,044 | -84,147,572 |
State income taxes paid | -800 | ' | -800 |
Income tax provision | ' | ' | -2,035,065 |
Income tax benefit | ' | ' | 1,210,270 |
Net tax | -800 | ' | -825,595 |
Net Income (Loss) From Continuing Operations | -16,037,572 | -8,339,044 | -84,973,167 |
Discontinued operations | ' | ' | -2,425,869 |
Income tax benefit | ' | ' | 824,795 |
Net income (loss) from discontinuing operations | ' | ' | -1,601,074 |
Net Loss | ($16,037,572) | ($8,339,044) | ($86,574,241) |
Net loss per common share - Basic and diluted | ($0.03) | ($0.05) | ' |
Weighted average number of common shares outstanding | 571,646,382 | 152,228,519 | ' |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity/(Deficit) (USD $) | Total | Common Stock | Preferred Stock | Additional Paid-in capital | Prepaid Consulting | Accumulated Deficit |
Beginning Balance at Jan. 27, 2005 | ' | ' | ' | ' | ' | ' |
Founder's Stock Issued | ' | $84 | ' | ($84) | ' | ' |
Founder's Stock Issued, Shares | ' | 83,800 | ' | ' | ' | ' |
Common stock issued for debt settlements | 400,000 | 8 | ' | 399,992 | ' | ' |
Common stock issued for debt settlements, Shares | ' | 8,000 | ' | ' | ' | ' |
Shares Issued for License Agreement | ' | 86 | ' | -86 | ' | ' |
Shares Issued for License Agreement, Shares | ' | 86,188 | ' | ' | ' | ' |
Effect of Reverse Merger | -200,000 | 14 | ' | -200,014 | ' | ' |
Effect of Reverse Merger, Shares | ' | 13,840 | ' | ' | ' | ' |
Divestiture of Subsidiary to Related Party | 544,340 | ' | ' | 544,340 | ' | ' |
Net Loss | -807,600 | ' | ' | ' | ' | -807,600 |
Balance at Dec. 31, 2005 | -63,260 | 192 | ' | 744,148 | ' | -807,600 |
Balance, shares at Dec. 31, 2005 | ' | 191,828 | ' | ' | ' | ' |
Shares Issued for Employment | 8,487,500 | 45 | ' | 8,487,455 | ' | ' |
Shares Issued for Employment, Shares | ' | 45,500 | ' | ' | ' | ' |
Common stock issued for services | 21,164,750 | 171 | ' | 28,798,329 | -7,633,750 | ' |
Common stock issued for services, shares | ' | 171,080 | ' | ' | ' | ' |
Shares issued for lease agreement | 56,000 | 7 | ' | 406,193 | ' | -350,200 |
Shares issued for lease agreement, shares | ' | 6,770 | ' | ' | ' | ' |
Net Loss | -36,906,584 | ' | ' | ' | ' | -36,906,584 |
Balance at Dec. 31, 2006 | -7,261,594 | 415 | ' | 38,436,125 | -7,633,750 | -38,064,384 |
Balance, shares at Dec. 31, 2006 | ' | 415,178 | ' | ' | ' | ' |
Amortization of beneficial conversion feature | 1,066,657 | ' | ' | 1,066,657 | ' | ' |
Common stock issued for services | 140,848 | 63 | ' | 528,285 | -387,500 | ' |
Common stock issued for services, shares | ' | 63,020 | ' | ' | ' | ' |
Common stock issued for debt settlements | 350,000 | 350 | ' | 349,650 | ' | ' |
Common stock issued for debt settlements, Shares | ' | 350,000 | ' | ' | ' | ' |
Stock issued for properties (assets) | 5,000,000 | 500 | ' | 4,999,500 | ' | ' |
Stock issued for properties (assets), shares | ' | 500,000 | ' | ' | ' | ' |
Amortization of shares issued for services | 8,021,250 | ' | ' | ' | 8,021,250 | ' |
Net Loss | -15,007,117 | ' | ' | ' | ' | -15,007,117 |
Balance at Dec. 31, 2007 | -7,689,956 | 1,328 | ' | 45,380,217 | ' | -53,071,501 |
Balance, shares at Dec. 31, 2007 | ' | 1,328,198 | ' | ' | ' | ' |
Amortization of beneficial conversion feature | 32,335 | ' | ' | 32,335 | ' | ' |
Common stock issued for cash | 20,000 | 10 | ' | 19,990 | ' | ' |
Common stock issued for cash, shares | ' | 10,000 | ' | ' | ' | ' |
Common stock issued for services | 128,500 | 270 | ' | 128,230 | ' | ' |
Common stock issued for services, shares | ' | 270,000 | ' | ' | ' | ' |
Cancellation and amortization of shares | ' | -1 | ' | 1 | ' | ' |
Cancellation and amortization of shares, shares | ' | -919 | ' | ' | ' | ' |
Common stock issued for debt settlements | 99,000 | 990 | ' | 98,010 | ' | ' |
Common stock issued for debt settlements, Shares | ' | 990,000 | ' | ' | ' | ' |
Common stock issued for acquisition | 2,500,000 | 10,000 | ' | 2,490,000 | ' | ' |
Common stock issued for acquisition, shares | ' | 10,000,000 | ' | ' | ' | ' |
Net Loss | 3,559,617 | ' | ' | ' | ' | 3,559,617 |
Balance at Dec. 31, 2008 | -1,350,504 | 12,597 | ' | 48,148,783 | ' | -49,511,884 |
Balance, shares at Dec. 31, 2008 | ' | 12,597,279 | ' | ' | ' | ' |
Common stock issued for cash | 200,075 | 2,523 | ' | 197,552 | ' | ' |
Common stock issued for cash, shares | ' | 2,522,495 | ' | ' | ' | ' |
Common stock issued for services | 2,516,050 | 8,855 | ' | 2,507,195 | ' | ' |
Common stock issued for services, shares | ' | 8,855,000 | ' | ' | ' | ' |
Cancellation and amortization of shares | ' | -10 | ' | 10 | ' | ' |
Cancellation and amortization of shares, shares | ' | -10,000 | ' | ' | ' | ' |
Common stock issued for debt settlements | 2,024,000 | 3,680 | ' | 2,020,320 | ' | ' |
Common stock issued for debt settlements, Shares | ' | 3,680,000 | ' | ' | ' | ' |
Shares issued for service | 1,000 | ' | 1,000 | ' | ' | ' |
Shares issued for service, shares | ' | ' | 999,999 | ' | ' | ' |
Stock issued for properties (assets) | 126,000 | 2,100 | ' | 123,900 | ' | ' |
Stock issued for properties (assets), shares | ' | 2,100,000 | ' | ' | ' | ' |
Net Loss | -4,532,061 | ' | ' | ' | ' | -4,532,061 |
Balance at Dec. 31, 2009 | -1,015,440 | 29,745 | 1,000 | 52,997,760 | ' | -54,043,945 |
Balance, shares at Dec. 31, 2009 | ' | 29,744,774 | 999,999 | ' | ' | ' |
Common stock issued for cash | 138,786 | 1,246 | ' | 137,540 | ' | ' |
Common stock issued for cash, shares | ' | 1,245,800 | ' | ' | ' | ' |
Common stock issued for services | 166,850 | 26,680 | ' | 3,670,978 | -3,530,808 | ' |
Common stock issued for services, shares | ' | 26,680,000 | ' | ' | ' | ' |
Common stock issued for debt settlements | 5,292,350 | 42,750 | ' | 5,249,600 | ' | ' |
Common stock issued for debt settlements, Shares | ' | 42,750,000 | ' | ' | ' | ' |
Common stock issued for acquisition write-off | 36,500 | 350 | ' | 36,150 | ' | ' |
Common stock issued for acquisition write-off, Shares | ' | 350,000 | ' | ' | ' | ' |
Shares pending cancellation | ' | 400 | ' | -400 | ' | ' |
Shares pending cancellation, shares | ' | 400,000 | ' | ' | ' | ' |
Amortization of shares issued for services | 2,208,178 | ' | ' | ' | 2,208,178 | ' |
Net Loss | -8,153,680 | ' | ' | ' | ' | -8,153,680 |
Balance at Dec. 31, 2010 | -1,326,456 | 101,171 | 1,000 | 62,091,628 | -1,322,630 | -62,197,625 |
Balance, shares at Dec. 31, 2010 | ' | 101,170,574 | 999,999 | ' | ' | ' |
Common stock issued for services | 47,725 | 36,850 | ' | 1,157,575 | -1,146,700 | ' |
Common stock issued for services, shares | ' | 36,850,000 | ' | ' | ' | ' |
Common stock issued for debt settlements | 5,297,200 | 167,400 | ' | 5,129,800 | ' | ' |
Common stock issued for debt settlements, Shares | ' | 167,400,000 | ' | ' | ' | ' |
Amortization of shares issued for services | 2,090,174 | ' | ' | ' | 2,090,174 | ' |
Net Loss | -8,339,044 | ' | ' | ' | ' | -8,339,044 |
Balance at Dec. 31, 2011 | -2,230,401 | 305,421 | 1,000 | 68,379,003 | -379,156 | -70,536,669 |
Balance, shares at Dec. 31, 2011 | ' | 305,820,574 | 999,999 | ' | ' | ' |
Common stock issued for services | 1,147,425 | 171,670 | ' | 5,965,555 | -4,989,800 | ' |
Common stock issued for services, shares | ' | 171,669,999 | ' | ' | ' | ' |
Common stock issued for debt settlements | 10,843,800 | 155,700 | ' | 10,688,100 | ' | ' |
Common stock issued for debt settlements, Shares | ' | 155,700,000 | ' | ' | ' | ' |
Common stock issued for assets and acquisitions | 773,430 | 22,750 | ' | 750,680 | ' | ' |
Common stock issued for assets and acquisitions, Shares | ' | 22,750,000 | ' | ' | ' | ' |
Common stock issued in connection with joint ventures | 338,800 | 7,000 | ' | 331,800 | ' | ' |
Common stock issued in connection with joint ventures, shares | ' | 7,000,000 | ' | ' | ' | ' |
Common stock pending issuance for services | 441,000 | 7,000 | ' | 434,000 | ' | ' |
Common stock pending issuance for services, shares | ' | 7,000,000 | ' | ' | ' | ' |
Common stock pending cancellation for services | ' | -750 | ' | 750 | ' | ' |
Common stock pending cancellation for services, shares | ' | -750,000 | ' | ' | ' | ' |
Common stock pending cancellation for acquisition | ' | -5,000 | ' | 5,000 | ' | ' |
Common stock pending cancellation for acquisition, shares | ' | -5,000,000 | ' | ' | ' | ' |
Amortization of shares issued for services | 2,504,886 | ' | ' | ' | 2,504,886 | ' |
Forfeiture of series A preferred stock | -333 | ' | -333 | ' | ' | ' |
Forfeiture of series A preferred stock, shares | ' | ' | -333,333 | ' | ' | ' |
Stockholder gift to settle liability | 50,000 | ' | ' | 50,000 | ' | ' |
Net Loss | -16,037,572 | ' | ' | ' | ' | -16,037,572 |
Balance at Dec. 31, 2012 | ($2,168,965) | $663,791 | $667 | $86,604,888 | ($2,864,070) | ($86,574,241) |
Balance, shares at Dec. 31, 2012 | ' | 663,790,573 | 666,666 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | 95 Months Ended | ||||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' | |||
Net (loss) | ($16,037,572) | ($8,339,044) | ($86,574,241) | |||
Plus: | ' | ' | ' | |||
Loss from discontinued operations | ' | ' | -1,601,074 | |||
Loss from continuing operations | -16,037,572 | -8,339,044 | -84,973,167 | |||
Adjustments to reconcile net loss to cash used in operating activities: | ' | ' | ' | |||
Depreciation | 3,725 | 1,214 | 20,472 | |||
Amortization | 55,349 | 21,148 | 9,604,204 | |||
Impairment on oil lease investments | ' | ' | 5,076,667 | |||
Stock issued for services | 4,093,311 | 2,137,900 | 41,028,894 | |||
Forfeiture of preferred stock | -333 | ' | -333 | |||
Gain on marketable securities | -375,000 | ' | -375,000 | |||
Gain on settlement of liability | -5,167 | ' | -5,167 | |||
Gain on derecognized liabilities | -222,431 | ' | -222,431 | |||
Loss on settlement of debt | 10,659,600 | 5,129,800 | 15,395,087 | |||
Loss on acquisition write-off | ' | ' | 36,500 | |||
Loss on joint-ventures | 188,800 | ' | 188,800 | |||
Impairment loss on goodwill | 405,858 | ' | 405,858 | |||
Changes in certain assets and liabilities: | ' | ' | ' | |||
Accounts receivable | ' | ' | -2,087 | |||
Accounts receivable, related parties | -25,000 | ' | -25,000 | |||
Prepaid expenses and deposits | 9,684 | 14,881 | -110 | |||
Inventory | ' | ' | -29,102 | |||
Accounts payable | 457,911 | 235,748 | 2,223,198 | |||
Deferred license revenue | ' | -73,334 | ' | |||
Accrued expenses, including management fees | 150,924 | 788,126 | 599,995 | |||
Due to related parties | ' | ' | 66,500 | |||
Accrued interest payable to affiliate | ' | ' | 214,982 | |||
CASH FLOWS USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS | -640,342 | -83,561 | -4,175,830 | |||
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS | ' | ' | 898,927 | |||
NET CASH USED IN OPERATING ACTIVITIES | -640,342 | -83,561 | -3,276,903 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' | |||
Acquisition costs | -15,821 | ' | -15,821 | |||
Loans receivable, related parties | -22,627 | ' | -22,627 | |||
Advances to related party | -91,942 | ' | -91,942 | |||
Purchase of website | -2,180 | ' | -2,180 | |||
Purchase of oil & gas leases | ' | ' | -30,000 | |||
Purchase of property, plant & equipment | -19,170 | ' | -62,692 | |||
CASH FLOWS USED IN INVESTING ACTIVITIES | -151,740 | ' | -225,262 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' | |||
Proceeds from convertible note - related party | ' | ' | 951,342 | |||
Proceeds from advances from officer | ' | 193 | 94,500 | |||
Repayments on advances from officer | ' | -2,000 | -74,000 | |||
Proceeds from advances from stockholders | 814,445 | 77,475 | 1,033,620 | |||
Repayments on advances from stockholders | -2,000 | ' | -2,691 | |||
Advances from related parties | 1,000 | 8,900 | 1,164,093 | |||
Proceeds from the sale of common stock and subscriptions | ' | ' | 358,861 | |||
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 813,445 | 84,568 | 3,525,725 | |||
NET INCREASE IN CASH | 21,363 | 1,007 | 23,560 | |||
CASH, BEGINNING OF PERIOD | 2,197 | 1,190 | ' | |||
CASH, END OF PERIOD | 23,560 | 2,197 | 23,560 | |||
SUPPLEMENTAL CASH FLOW INFORMATION: | ' | ' | ' | |||
Common stock issued for services | 6,578,225 | 1,194,425 | 13,987,358 | |||
Net liabilities assumed with recapitalization | ' | ' | 200,000 | |||
Divestiture of subsidiary to related party | ' | ' | 794,340 | |||
Common stock issued for settlement of debt | 10,843,800 | 5,297,200 | 24,606,350 | |||
Debt converted into common stock | 155,700 | 167,400 | 833,091 | |||
Common stock issued for acquiring oil & gas leases | ' | ' | 7,906,200 | |||
Common stock issued for assets | 773,430 | ' | 899,430 | |||
Common stock issued for JV agreements | 338,800 | ' | 338,800 | |||
Cancellation of shares issued for services | 103,500 | ' | 103,500 | |||
Preferred stock issued for services | ' | ' | 1,000 | |||
Common stock for loss on acquisition write-off | ' | ' | 36,500 | |||
Acquisition payment paid through note payable, related party, then refunded | 155,000 | ' | 155,000 | |||
Accounts payable paid through note payable, stockholder | 456,060 | 112,829 | 568,889 | |||
Advance from related party paid to AGI (Note 4) | 25,000 | [1] | ' | [1] | 25,000 | [1] |
Accounts payable paid by related parties | 13,885 | 40,083 | 53,968 | |||
Accounts payable paid through stockholder gift | 50,000 | ' | 50,000 | |||
Marketable securities acquired in exchange for JV | $150,000 | ' | $150,000 | |||
[1] | Note 4 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2012 | |
Summary Of Significant Accounting Policies [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
1. SUMMARY OF SIGNIFICICANT ACCOUNTING POLICIES | |
A. Organization and General Description of Business | |
Cannabis Science, Inc. (“We” or “the Company”), was incorporated under the laws of the State of Colorado, on February 29, 1996, as Patriot Holdings, Inc. On August 26, 1999, the Company changed its name to National Healthcare Technology, Inc. On June 6, 2007, the Company changed its name from National Healthcare Technology, Inc., to Brighton Oil & Gas, Inc., and converted to a Nevada corporation. On March 25, 2008 the Company changed its name to Gulf Onshore, Inc. | |
In July 2005, the Company acquired Es3, Inc., a Nevada Corporation ("Es3"), pursuant to the terms of an Exchange Agreement (the "Exchange Agreement") by and among the Company, Crown Partners, Inc., a Nevada corporation ("Crown Partners"), Es3, and certain stockholders of Es3 (the "Es3 Stockholders"). Under the terms of the Exchange Agreement, the Company acquired all of the outstanding capital stock of Es3 in exchange for the issuance of 191,828 shares of the Company's common stock (adjusted for splits) to the Es3 Stockholders, Crown Partners and certain consultants. The transactions effected by the Exchange Agreement were accounted for as a reverse merger, and recapitalization. | |
On April 3, 2006, the Company acquired a group of oil and gas leases in Oklahoma in exchange for issuance of common stock and commenced the business of oil and gas exploration and production, mineral lease purchasing and all activities associated with acquiring, operating and maintaining the assets of such operations. On June 6, 2007, the Company changed its name from National Healthcare Technology, Inc., to Brighton Oil & Gas, Inc., and converted to a Nevada corporation. The Company acquired additional oil and gas leases during 2007, all for issuance of common stock; in October 2007, the Company acquired leases from K & D Equity Investments, Inc., a Texas corporation in a transaction that effected a change of control, with K & D acquiring a majority stake in the Company. The Company also entered into a Line of Credit Agreement with South Beach Live, Inc., a Florida corporation, to provide it with working capital of up to $100,000 on a revolving credit line. The Agreement permitted South Beach the right to repayment on demand, or to convert amounts owed for shares. | |
On March 25, 2008, the Company changed its name to Gulf Onshore, Inc. On June 6, 2008, the Company entered into an Asset Acquisition Agreement with K & D to acquire additional leases (the “Leases”) in exchange for common stock and a Stock Purchase Agreement (“SPA”) with South Beach Live, Inc., a Florida corporation, to purchase 100% of the common shares of Curado Energy Resources, Inc., a Texas corporation (“Curado”). Curado is registered with the Texas Railroad Commission as an oil and gas well operator, and is the operator for the Leases. The Company acquired the Leases through Curado, in exchange for shares issued to K & D. The Company issued South Beach a promissory note for $250,000, payable in 1 year at 10% interest, which was guaranteed by Curado. The Company consolidated the operations of Curado commencing in 3Q 2008. | |
In August 2008, the Company granted South Beach a security interest in its Curado shares and the Curado assets, in exchange for concessions from South Beach regarding further cash advances and future stock conversions. This transaction was contemplated and further consummated by the Company due to declining oil prices throughout 3Q 2008 and increased operating costs, which made continued oil and gas operations on the Leases unprofitable. The Company was also continually drawing down on its Line of Credit Agreement with South Beach that created unsustainable working capital pressure. | |
On October 6, 2008, in the face of further oil price declines and general economic conditions, the Company and South Beach entered into an Accord and Satisfaction Agreement under which the Company surrendered its interest in the Putnam “M” oil and gas lease in Throckmorton Co., Texas in exchange for a complete release on the Promissory Note and Line of Credit. In addition, the Company waived any claim on the shares of Curado common stock that secured the Promissory Note or the assets of Curado. South Beach then made claim against Curado under the guarantee agreement and then exercised its rights under the collateral agreement. As a result, the Company’s 4Q 2008, consolidated financial statements reflected the disposition of Curado and its assets, and furthermore that the Company has, once again, become a Development Stage Company seeking a new business partner or acquisition. A Form 8-K reflecting this transaction was timely filed. | |
On March 30, 2009, the Company entered into an agreement with Cannex Therapeutics, LLC, (“Cannex”) a California limited liability company, and its principal, medical cannabis pioneer and entrepreneur Steven W. Kubby, to acquire all of their interest in certain assets used to conduct a cannabis research and development business. The asset purchase agreement includes all of Cannex’ and Kubby’s intellectual property rights, formulas, patents, trademarks, client base, hardware and software, including the website www.phytiva.com. The Company and its largest stockholder, K & D Equities, Inc., exchanged a total of 10,600,000 shares of common stock for the assets of Cannex; the Company issued 2,100,000 shares to Cannex, and K & D transferred 8,500,000 shares to Cannex and others. A Form 8-K reflecting this transaction was timely filed. | |
As part of the Agreement, on April 1, 2009, the Company appointed Mr. Kubby as President and CEO, Richard Cowan as Director and CFO, and Robert Melamede Ph. D., as Director and Chief Science Officer. Each of them was also appointed as a director. All of the Company’s current directors then resigned. On April 7, 2009, the Company changed its name to Cannabis Science, Inc., and obtained a new CUSIP number. Its shares now trade under the symbol CBIS.OB. A Form 8-K was timely filed, with a copy of the Asset Acquisition Agreement and Board Resolution ratifying the Agreement provided as exhibits thereto. | |
On May 7, 2009 the Company common shares commenced trading under the new stock symbol OTCBB: CBIS. | |
Cannabis Science Inc. has also launched its new website www.cannabisscience.com reflecting its new name. | |
On May 8, 2009, the Company signed a Share Purchase Agreement to acquire Rockbrook, Inc. (“Rockbrook”), a Colorado medical cannabis dispensary. Due to regulatory changes that prevented a non-Colorado resident from owning a dispensary within the state, the Company signed a mutual termination agreement with Rockbrook on July 27, 2010 to retroactively cancel the acquisition. | |
On April 27, 2011, the Company was advised by the principal of Rockbrook, Inc. that the current licensing agreement was no longer in effect and that a new license agreement would be signed once new terms could be agreed upon. Despite this notification from Rockbrook, Inc., a legally signed license agreement is still in effect between the Company and Rockbrook. As of December 31, 2012, the Company is re-assessing the license agreement with Rockbrook and how to resolve the dispute to move forward in a cohesive arrangement with the other license agreements and acquisitions the Company is working on. As of December 31, 2012, in conjunction with Company efforts to focus on FDA development and sell off other non-conforming business interests, it has decided to discontinue its license agreement and business dealings with Rockbrook. | |
On August 10, 2011, the Company entered into a Memorandum of Understanding (“MOU”) with Prescription Vending Machines, Inc. (“PVM”) for consideration of $250,000 in common stock. Under the MOU, Cannabis Science, Inc. became a distributor of all PVM products and services in the Continents of Asia, Africa, North America, South America, Antarctica, Europe, and Australia/Oceana with a regions exclusive with the exception of the United States of America, United Kingdom, South America, and Antarctica. Under the MOU, PVM provides machine and consulting services to the Company at its cost and shares in gross profits on a 50/50 basis, excluding the United States of America. PVM and the Company were to setup a Canadian corporation, as a jointly-held corporation for consulting and machine sales, and sales office in Canada. PVM is responsible for all costs to establish the office and launch the business activities up to $50,000 and operating costs up to an additional $50,000. The Company has paid its $250,000 consideration due under the MOU and is waiting on PVM to setup the office and other deliverables to commence operations. | |
On February 9, 2012, the Company signed a license agreement with Apothecary Genetics Investments LLC. to produce several Cannabis Science Brand Formulations for the California medical cannabis market. As well, Apothecary will provide research and development facilities with full circle operations including a California laboratory facility for internal research and development, along with 16 unique genetic strains specifically generated and maintained by a cancer survivor who recognizes the importance of proper growth and breeding. In addition, Apothecary was to invest $250,000 in the first 24 months for research and development. The Company earned a $25,000 license fee under the agreement for the period ended December 31, 2012 that was subsequently paid to the Company on March 8, 2013. | |
In consideration of this agreement, on January 1, 2012, the Company entered into a 25 year management agreement with Dr. Mohammad Afaneh to act as Chief Operating Officer of Cannabis Science, Inc. All transactions related to Dr. Afaneh have been eliminated in the accompanying consolidated financial statements as though they had never occurred due to his termination in Q4 and settlement and cancellation of the shares on April 12, 2013. | |
In addition, on January 1, 2012, the Company entered into a 25 year management agreement with Bret Bogue to act as Director of Horticulture and head of research and development. Mr. Bogue received 28,500,000 common shares valued at $299,250 under this agreement. In addition, on February 10, 2012, Mr. Bogue signed a management bonus agreement where he received 5,000,000 common shares valued at $185,000 as a signing bonus for entering into his management agreement. These common shares were issued on April 24, 2012. | |
On February 9, 2012, the Company acquired GGECO University, Inc. (“GGECO”), an online video-based medical cannabis education system, offering courses dealing with medical cannabis law, the benefits of medical marijuana, cooking, horticulture, and bud tending. Following the university's name change to Cannabis Science University, the Company hopes to use this platform to educate the general public, patients, and even those who have already been involved in the medical cannabis industry on the medical benefits of cannabis, how it is grown, how to use it safely, and the many applications or ways to administer the medication. In consideration of this agreement, the Company issued 16,750,000 common shares with a fair market value of $626,450 to the principals of GGECO and assumed net liabilities of $24,686. The preliminary valuation of GGECO acquisition totaling $674,474 has been allocated to intangibles as at December 31, 2012. These common shares were issued on April 24, 2012. As of December 31, 2012, the Company recognized a goodwill impairment loss of $405,858 in regards to goodwill acquired in the GEGECO acquisition. The 8,250,000 common shares issued to Dr. Afaneh have been eliminated in the accompanying consolidated financial statements as though they had never occurred due to his termination in Q4 and settlement and cancellation of the shares on April 12, 2013. | |
On March 21, 2012, the Company acquired Cannabis Consulting Inc. (“CCI Group”), which consists of a group of businesses operated by Robert J. Kane, including: all contracted rights, properties, patents, trademarks, and distribution rights and agreements pertaining to Cannabis Consulting Inc., Robert Kane Partners, Kaneabis Consulting, Kaneabis Fund, Kaneabis Report, and Kaneabis Radio. In conjunction with the acquisitions, Robert Kane was promoted to V.P. of Investor Relations for the Company. Consideration paid for the CCI Group was 1,000,000 common shares to be issued to the principal, Mr. Robert Kane with a fair market value of $147,000, in addition to 250,000 free-trading common shares for services rendered with a fair market value of $22,500. $25,000 was paid to Robert Kane in lieu of the 250,000 shares. The preliminary valuation of the CCI Group acquisition totaling $147,000 has been allocated to intangibles as at December 31, 2012. | |
On June 1, 2012, the Company signed a Share Purchase Agreement to acquire Goldsmith Health Care, Ltd. (“GHC”), a Nevada company. GHC operates Trimcare (www.trimcare.com), a health care facility which specializes in weight-loss programs, cosmetic procedures, nutritional supplements, hormone replacement therapy, along with other therapeutic treatments. The Company paid GHC $155,000 and 5,000,000 common shares, including $5,000 for the first month’s license fees as consideration for the purchase. Total consideration, including the fair market value of shares issued for the acquisition of GHC is $462,500. Other monthly consideration is due if additional locations are opened under the Trimcare brand. On July 31, 2012, Cannabis Science, Inc. filed a lawsuit against Ivan Goldsmith, M.D., Mona Dever-Goldsmith, and a Nevada professional corporation, Goldsmith Health Care, Ltd. (collectively, “Defendants”). Goldsmith Health Care, Ltd. currently operates under the trade name TrimCare. This action arises out of a failure of the parties to consummate a transaction which was memorialized through the executed share purchase agreement signed on June 1, 2012. Despite the Company’s transferring of the necessary purchase price (a combination of $155,000 and 5,000,000 shares of stock in the Company), Dr. Ivan Goldsmith and his company refused to consummate the transaction. The parties entered into a legal court settlement on October 10, 2012. Under the agreement, the Company agreed to drop all actions against the parties and the Company and Goldsmith agreed to unwind the acquisition transaction, including Dr. Goldsmith returning all monies and stock issued to him and GHC. | |
On October 15, 2012, the $155,000 cash deposit and 5,000,000 common shares were repaid to the Company through the trust account of Goldsmith’s lawyer. In addition, Goldsmith returned the 750,000 common shares issued under his April 2012 consulting agreement and it was mutually agreed to terminate the contract. The operating results of Goldsmith Health Care, Ltd. (“GHC”), acquired on June 1, 2012, for the period June 1, 2012 through December 31, 2012 were not consolidated with the consolidated financial statements of the Company as a result of the retroactive termination of the acquisition and unwinding of the transaction. | |
On July 27, 2012, the Company entered into a Joint Venture Operating Agreement (“JV”) with Dupetit Natural Products GmbH (“DNPG”). Under the Agreement the Company is entitled to 90% of net operating profits of the JV. The Company issued 5,000,000 common shares with a fair market value of $260,000 to the principal of DNPG as consideration for the provision of dozens of hemp and cannabis based products. DNPG currently distributes and sells products throughout Europe. | |
On September 10, 2012, the Company entered into a Joint Venture Operating Agreement (“JV”) with Wolastokwik NeGoot-Gook, Maliseet Nation at Tobique (“WNGM”) and George Kattar. Under the JV, the Company is entitled to 25% of net operating profits from the JV, which will be focused on establishing a clinical laboratory, medicine production facility and treatment center on WNGM provided land and facilities at the Maliseet Nation. As consideration for the JV, the Company issued 1 million common shares on November 15, 2012 with a fair market value of $38,500 to each of WNGM and Mr. Kattar. | |
Cannabis Science, Inc. is at the forefront of medical marijuana research and development. The Company works with world authorities on phytocannabinoid science targeting critical illnesses, and adheres to scientific methodologies to develop, produce, and commercialize phytocannabinoid-based pharmaceutical products. In sum, we are dedicated to the creation of cannabis-based medicines, both with and without psychoactive properties, to treat disease and the symptoms of disease, as well as for general health maintenance. | |
B. Basis of Presentation | |
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year end is December 31. | |
The operating results of GGECO University, Inc. (“GGECO”), acquired on February 9, 2012, for the period February 10, 2012 through December 31, 2012 were consolidated with the consolidated financial statements of the Company for the year ended December 31, 2012. The s-type corporation of GGECO was dissolved in 2012 and all operations combined into the Company’s. An independent valuation firm determined the intangibles acquired in GGECO to be $192,119 consisting of $150,000 for educational materials, $20,000 for the trade name, and $22,119 for the workforce. The total purchase price of $450,132, including acquired net liabilities, audit and valuation costs was recorded. A total of $405,858 in goodwill impairment relating to the acquisition was recorded at December 31, 2012 leaving $44,274 in unimpaired goodwill. | |
The operating results of Cannabis Consulting, Inc. (“CCI”), acquired on March 21, 2012, for the period March 21, 2012 through December 31, 2012 were consolidated with the consolidated financial statements of the Company for the year ended December 31, 2012. The s-type corporation of CCI was dissolved in 2012 and all operations combined into the Company’s. The Company will allocate the $147,000 purchase price once an internal valuation has been completed on or before March 31, 2013. The deemed value of shares issued for the acquisition of the CCI have been included in intangibles as of December 31, 2012. No impairment in the fair market value of CCI was determined at December 31, 2012. | |
C. Use of Estimates | |
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined. | |
D. Basic and Diluted Net Income (Loss) Per Share | |
Under ASC 260, "Earnings Per Share" ("EPS"), the Company provides for the calculation of basic and diluted earnings per share. Basic EPS includes no dilution and is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings or losses of the entity. For the periods January 1, 2012 to December 31, 2012 and from inception through December 31, 2012, basic and diluted loss per share are the same since the calculation of diluted per share amounts would result in an anti-dilutive calculation. | |
E. Cash and Cash Equivalents | |
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. | |
F. Long-Lived Assets & Impairment on Oil Lease Investments | |
Under ASC Topic 360, “Property, Plant, and Equipment”, the Company is required to periodically evaluate the carrying value of long-lived assets to be held and used. ASC Topic 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. | |
G. Inventory | |
Inventories are stated at the lower of cost or market, using the average cost method. Cost includes materials related to the purchase and production of inventories. We regularly review inventory quantities on hand, future purchase commitments with our suppliers, and the estimated utility of our inventory. If our review indicates a reduction in utility below carrying value, we reduce our inventory to a new cost basis through a charge to cost of revenue. | |
H. Fair Value Measurements | |
Under ASC Topic 820, the Company discloses the estimated fair values of financial instruments. The carrying amounts reported in the balance sheet for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value. | |
In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the consolidated financial statements when the fair value is different than the carrying value of those financial instruments. The estimated fair value of current assets and current liabilities approximate their carrying amounts due to the relatively short maturity of these instruments. None of these instruments are held for trading purposes. | |
I. Technology License and Royalties | |
The Company's former principal business activity focused on oil and gas exploration. We have divested ourselves of all oil and gas properties and are investigating other business opportunities. We have no technology licenses or rights to any royalties for formerly owned oil and gas properties. | |
J. Goodwill and Intangible Assets | |
Under ASC Topic 350 “Intangibles-Goodwill and Other”, Intangible assets and goodwill, if any, will be calculated and allocated from intangibles designated in the acquisitions of GGECO, and CCI, pursuant to a valuation by an accredited independent certified business valuator and/or internal valuation, where acquisitions were immaterial in nature. Finite life intangibles will be tested for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. A preliminary allocation of all acquisition costs has been made to intangible assets under the aforementioned acquisitions. | |
The Company tests the carrying value of goodwill and indefinite life intangible assets for impairment at least once a year and more frequently if an event or circumstance indicates the asset may be impaired. An impairment loss is recognized if the amount of the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less selling expenses or its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows (cash generating units). | |
The Company is adopting ASU update number 2012-02—Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment whereby the Company will first assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, we conclude that it is not more than likely than not that the indefinite-lived intangible asset is impaired, then we are not required to take further action. If the Company concludes otherwise, then we will determine the fair value of the indefinite-lived intangible asset and perform the required quantitative impairment test by comparing the fair value with the carrying amount. | |
The Company determined and recorded an impairment loss on goodwill of $405,858 which was included in operating expenses and resulting net operating loss for the year ended December 31, 2012. | |
K. Income Taxes | |
Under ASC Topic 740, “Income Taxes”, the Company in required to account for its income taxes through the establishment of a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carry forwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for book and tax purposes during the year. | |
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. Deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carry forwards. A valuation allowance is established to reduce that deferred tax asset if it is "more likely than not" that the related tax benefits will not be realized. | |
Unfiled Federal Tax Returns | |
In February 2009, the Company filed appropriate federal tax returns for the years ending December 31, 2003 through 2007 and may be subject to failure to file penalties. For the years ending December 31, 2008 through December 31, 2011, the Company has not filed any federal tax returns. The Company estimates that the amount of penalties, if any, will not have a material effect on the results of operations, cash flows or financial position. No provisions have been made in the financial statements for such penalties, if any. | |
L. Marketable Securities | |
Under ASC Topic 210; Rule 5-02.2, ‘‘Marketable Securities’’, the Company is required to measure all marketable securities at their carrying value while recognizing unrealized gains and losses as of the reporting date. | |
M. Stock-Based Compensation | |
Under ASC Topic 718, ‘‘Compensation-Stock Compensation’’, the Company is required to measure all employee share-based payments, including grants of employee stock options, using a fair-value-based method and the recording of such expense in the statements of operations. The Company has adopted ASC Topic 718 (SFAS 123R) as of January 1, 2006 and recognizes stock-based compensation expense using the modified prospective method. | |
N. Revenue Recognition | |
Revenue is recognized at the time the educational materials or online seminars are provided and billed to the customer and collection of such fee is reasonably assured. License fees and joint-venture profit sharing when evidenced by executed agreements, and other fees are recognized when earned and collection is reasonably assured. | |
O. Basic and Diluted Net Earnings (loss) per Share | |
Under ASC Topic 260, "Earnings Per Share" ("EPS"), the Company provides for the calculation of basic and diluted earnings per share. Basic EPS includes no dilution and is computed by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings or losses of the entity. For the years ended December 31, 2012 and December 31, 2011, basic and diluted loss per share are the same since the calculation of diluted per share amounts would result in an anti-dilutive calculation. | |
P. Development Stage Enterprise | |
The Company is currently in the development stage as defined under the provisions of ASC Topic 915-10. In October 2008, the Company divested itself of its operating company, Curado Energy Resources, Inc. Beginning with the fiscal fourth quarter of 2008 the Company again became a development stage company. The Company is working on developing its medical cannabis business, which will be comprised of cannabinoid medicines approved through the FDA. The businesses of GGECO and CCI acquired during 2012 have minimal operations and the Company’s other activities under license agreements, MOU, and joint-ventures have not commenced operations in 2012; therefore, the Company remains as previously defined as a development stage entity as at December 31, 2012. | |
Q. Recent Accounting Pronouncements | |
During the year ended December 31, 2012 and through April 18, 2013, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. | |
R. Reclassifications | |
For comparative purposes, certain prior period consolidated financial statements have been reclassified to conform with report classifications of the current year. |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2012 | |
Going Concern [Abstract] | ' |
GOING CONCERN | ' |
2. GOING CONCERN | |
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company reported an accumulated deficit of $86,574,241 and had a stockholders’ deficit of $2,168,965 at December 31, 2012. | |
In view of the matters described, there is substantial doubt as to the Company's ability to continue as a going concern without a significant infusion of capital. At December 31, 2012, the Company had minimal operations. There can be no assurance that management will be successful in implementing its plans. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire research and growing facilities, and to cover costs of operations, we intend to do so through additional public or private offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing may involve substantial dilution to existing investors. We had been relying on our common stock to pay third parties for services which has resulted substantial dilution to existing investors. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2012 | |
Inventories [Abstract] | ' |
INVENTORIES | ' |
3. INVENTORIES | |
At December 31, 2012 the Company recorded a write-down expense of $50,235 for unrecoverable inventory. |
Marketable_Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2012 | |
Marketable Securities [Abstract] | ' |
MARKETABLE SECURITIES | ' |
4. MARKETABLE SECURITIES | |
At December 31, 2012, the Company held 5,000,000 common shares in the X-Change Corporation (OTCQB: XCHC) representing approximately 8.5% of the issued and outstanding shares of X-Change, which were acquired at a fair market value of $150,000 or $0.03 on December 12, 2012. The shares were received as consideration for the sale of its rights and interest in the Dupetit Natural Products GmbH joint-venture operating agreement to X-Change under an Asset Purchase Agreement. The value of the shares at December 31, 2012 was determined to be $0.105 per share or $525,000 with the Company earning an unrealized gain of $375,000, which was recorded in other income for the year ended December 31, 2012. |
Fair_Value_Measurements_and_Di
Fair Value Measurements and Disclosure | 12 Months Ended | ||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||
Fair Value Measurements and Disclosure [Abstract] | ' | ||||||||||||||||
FAIR VALUE MEASUREMENTS AND DISCLOSURES | ' | ||||||||||||||||
5. FAIR VALUE MEASUREMENTS AND DISCLOSURES | |||||||||||||||||
ASC Topic 820, Fair Value Measurement, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC Topic 820 are described as follows: | |||||||||||||||||
Level 1 | Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access. | ||||||||||||||||
Level 2 | Inputs to the valuation methodology include: | ||||||||||||||||
- quoted prices for similar assets or liabilities in active markets; | |||||||||||||||||
- quoted prices for identical or similar assets or liabilities in inactive markets; | |||||||||||||||||
- inputs other than quoted prices that are observable for the asset or liability; | |||||||||||||||||
- inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||||||||||||||||
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. | |||||||||||||||||
Inputs to the valuation methodology are unobservable and significant to the fair value measurement. | |||||||||||||||||
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. | |||||||||||||||||
Following is a description of the valuation methodologies used for the Company’s liabilities measured at fair value. There have been no changes in the methodologies used at December 31, 2012. | |||||||||||||||||
Investment in marketable securities: Trading securities valued at the closing price of XCHC shares held by the Company at year end. | |||||||||||||||||
Intangibles from GGECO acquisition: Valued at replacement cost. The replacement cost is determined as the cost of replacing the asset with a modern unit of the near equivalent utility. | |||||||||||||||||
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following tables set forth by level, within the fair value hierarchy, the Company’s liabilities at fair value as of December 31, 2012. | |||||||||||||||||
Assets at Fair Value as of December 31, 2012 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Investment in marketable securities | $ | 525,000 | $ | - | $ | - | $ | 525,000 | |||||||||
Intangibles from GGECO acquisition, | |||||||||||||||||
net of accumulated amortization | - | - | 157,918 | 157,918 | |||||||||||||
$ | 525,000 | $ | - | $ | 157,918 | $ | 682,918 | ||||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2012 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
6. RELATED PARTY TRANSACTIONS | |
At December 31, 2012, a total of $196,703 (December 31, 2011: $156,818) was due to Bogat Family Trust, Raymond Dabney the Company’s Managing Consultant as trustee, and a $2,000 (December 31, 2011: $0) officer advance was due to the Company’s CEO, Robert Melamede. The amounts due are non-interest bearing, unsecured and have no specified terms of repayment. This related party also performs management services to the Company under a Management Consulting Agreement signed on February 9, 2012. | |
On February 9, 2012, Robert Melamede, Richard Cowan and Raymond Dabney signed five year management consulting agreements and each received consideration of a 5,000,000 free-trading common shares bonus and 36,833,333 144-restricted common shares in the Company, for a combined fair market value of $1,568,750 each. | |
On February 9, 2012, the Company entered into a licensing agreement with Apothecary Genetics Investments LLC. (“Apothecary”). Mohammad Afaneh and Bret Bogue, the Company’s former COO are and VP of Horticulture, respectively, are managers of Apothecary. Apothecary owes a license fee of $25,000 to the Company and other advances receivable of $116,943, totalling $141,943 as of December 31, 2012 in addition to $22,627 in loans receivable. The advances and loans are to be repaid to the Company in 2013. On March 8, 2013 the Company received payment of the $25,000 license fee due from Apothecary. | |
On May 29, 2012, the Company issued 5,600,000 common shares to J. Scott Munro for settlement of $5,600 of stockholder debt, for a loss on settlement of $386,400, assigned from the stockholder notes payable originating on July 31, 2011. On July 13, 2012, the Company issued 5,000,000 common shares to Mr. Munro for settlement of $5,000 of stockholder debt, for a loss on settlement of $252,500, assigned from the stockholder notes payable originating on August 4, 2011. On October 19, 2012, the Company issued 7,500,000 common shares to Munro Holdings S.A., which Mr. Munro owns, for settlement of $7,500 of stockholder debt, for a loss on settlement of $319,500, assigned from the stockholder notes payable originating on July 1, 2011. Mr. Munro’s company, Intrinsic Venture Corp., which is also a promissory note holder in the Company (see Note 7) provides accounting and business services to the Company on a month-to-month basis. | |
On June 1, 2012, Raymond Dabney, managing partner, loaned $155,000 to the Company via a third-party payment to Goldsmith Health Care Ltd.’s lawyer’s trust account, as $150,000 cash consideration due and $5,000 in license fees for the first month under the Share Purchase Agreement entered into on June 1, 2012 (see Note 1). Mr. Dabney wired $155,000 to GHC, which was $5,000 in excess of cash due under the SPA and he is now working with the GHC’s lawyer for the return of the excess funds. The $155,000 is due under a 12-month promissory note with no interest bearing and due upon demand. On October 10, 2012 the Company and Dr. Goldsmith reached a settlement. The settlement was filed in a court stipulation and order on October 10, 2012, pursuant to which Dr. Goldsmith and GHC were to return the monies and unwind the acquisition with the Company along with ceasing all legal claims or actions between the parties. On October 15, 2012, Raymond Dabney was repaid the $155,000 from Goldsmith in the form of $150,000 cash and a $5,000 promissory note after which he provided notice to the Company that his promissory note due by the Company was deemed paid in full. | |
On June 26, 2012, the Company acquired the domain name and rights to www.CannabisScience.com, from the Company’s then acting CFO, Richard Cowan for $2,180. | |
On December 12, 2012 the Company sold its rights and interest in the Dupetit Natural Products GmbH Joint Venture to the X-Change Corporation for consideration of 5,000,000 common shares with a fair market value of $150,000. Robert Kane, V.P. of Investor Relations is the President of X-Change Corporation and Chad S. Johnson, Esq., COO, general counsel and a director is also a director and general counsel for X-change Corporation. The Company recorded an unrealized gain on marketable securities of $325,000 at December 31, 2012 in regards to the X-change Corporation shares received. | |
The Company recognized all unamortized expense of $1,105,827 in regards to stock compensation for Richard Cowan under his February 2012 management agreement as of the date of his resignation on December 20, 2012 due to no further obligations or service responsibilities under this agreement. Mr. Cowan’s ongoing role with the Company is strictly as a scientific advisor post-resignation. Mr. Cowan also forfeited 333,333 shares of Series A preferred stock. | |
For the year ended December 31, 2012, $1,835,524 in management fees in relation to the aforementioned management consulting and bonus agreements. |
Notes_Payable_To_Stockholders
Notes Payable To Stockholders | 12 Months Ended |
Dec. 31, 2012 | |
Notes Payable To Stockholders [Abstract] | ' |
NOTES PAYABLE TO STOCKHOLDERS | ' |
7. NOTES PAYABLE TO STOCKHOLDERS | |
As at December 31, 2012, a total of $1,307,218 (December 31, 2011: $194,413) of notes payable are due to Intrinsic Venture Corp. (formerly Intrinsic Capital Corp; Parco Safety Products Ltd.) that are non-interest bearing and are due 12 months from the date of issue and loan origination beginning on September 8, 2012 through December 31, 2013. Intrinsic Venture Corp., to whom the promissory notes are due, also performs business and accounting services for the Company on a month-to-month basis. A total of $155 (December 31, 2011: $9) is due to a stockholder under a convertible note that is non-interest bearing and has no specified terms of repayment. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||||||
INCOME TAXES | ' | ||||||||||||||||
8. INCOME TAXES | |||||||||||||||||
Deferred income taxes are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Current year and accumulated deferred tax benefit at the effective Federal income tax rate of 34% is $16,858,444 (in addition to the pre-acquisition annual limitation carry-forward discussed in the following paragraph), and a valuation allowance has been set up for the full amount because of the unlikelihood that the accumulated deferred tax benefit will be realized in the future. | |||||||||||||||||
At December 31, 2012 and 2011, the Company had available federal and state net operating loss (NOL) carryforwards amounting to approximately $37,000,000 and $21,000,000, respectively, that are available to offset future federal and state taxable income and that expire in various periods through 2032 for federal tax purposes and 2017 for state tax purposes. No benefit has been recorded for the loss carryforwards, and utilization in future years may be limited under Sections 382 and 383 of the Internal Revenue Code if significant ownership changes have occurred or from future tax legislation changes. | |||||||||||||||||
The following table sets forth the significant components of the net deferred tax assets for operations in the US as of December 31, 2012 and 2011. | |||||||||||||||||
2012 | 2011 | ||||||||||||||||
Deferred tax assets: | |||||||||||||||||
NOL expense (benefit) | $ | (12,581,377 | ) | $ | (7,128,603 | ) | |||||||||||
Less: valuation allowance | 12,581,377 | 7,128,603 | |||||||||||||||
Net deferred tax assets | $ | - | $ | - | |||||||||||||
A reconciliation of income tax expense at the statutory federal rate of 34% to income tax expense at the Company's effective tax rate for the years ended December 31, 2012 and 2011 is as follows: | |||||||||||||||||
2012 | 2011 | ||||||||||||||||
Income tax expense (benefit) at | |||||||||||||||||
statutory federal rate | $ | (5,452,774 | ) | 34 | % | $ | (2,827,672 | ) | 34 | % | |||||||
State income taxes | |||||||||||||||||
NOL limitation (Note 3) | |||||||||||||||||
Increase (decrease) in valuation allowance | 5,452,774 | -34 | % | 2,827,672 | -34 | % | |||||||||||
Income tax expense (benefit) at | |||||||||||||||||
Company's effective tax rate | $ | - | 0 | % | $ | - | 0 | % | |||||||||
Equity_Transactions
Equity Transactions | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Equity Transactions [Abstract] | ' | ||||||||
EQUITY TRANSACTIONS | ' | ||||||||
9. EQUITY TRANSACTIONS | |||||||||
The Company is authorized to issue 850,000,000 shares of common stock with a par value of $.001 per share. These shares have full voting rights. There were 663,790,573 issued and outstanding as of December 31, 2012. | |||||||||
The Company is also authorized to issue 100,000,000 shares of common stock, Class A with a par value of $.001 per share. These shares have 10 votes per share. There were 0 issued and outstanding as of December 31, 2012. | |||||||||
The Company is also authorized to issue 1,000,000 shares of preferred stock. These shares have full voting rights of 1,000 votes per share. On December 20, 2012 the former CFO of the Company, Richard Cowan, resigned and notified the Company of his forfeiture of 333,333 series A preferred shares for return into treasury of the Company. There were 666,666 issued and outstanding series A preferred shares as of December 31, 2012 as a result of this forfeiture. | |||||||||
On February 9, 2012, the Company established a 2012 Equity Compensation Plan that authorizes the Company to issue up to 50,000,000 common shares to staff or consultants for services to or on behalf of the Company. The Company filed a Registration Statement Form S-8 with the U.S. Securities and Exchange Commission on February 14, 2012, file no. 333-179501, to register the shares covered under the plan. | |||||||||
During the year ended December 31, 2012, the Company issued the following common stock: | |||||||||
During the fiscal year ended December 31, 2012, we did not sell any shares in unregistered offerings. | |||||||||
As set out below, we have issued securities in exchange for services, properties and for debt, using exemptions available under the Securities Act of 1933. | |||||||||
During the year ended December 31, 2012, the Company issued stock pursuant to consulting and debt settlement agreements with several parties as follows: | |||||||||
On January 13, 2012, the Company issued 1,000,000 common shares for settlement of $1,000 of stockholder debt, for a loss on settlement of $28,500, assigned from the stockholder note payable originating on June 25, 2011 and owing at December 31, 2011. | |||||||||
On January 20, 2012, the Company issued 46,500,000 common shares for settlement of $46,500 of stockholder debt, for a loss on settlement of $2,613,300, assigned from the stockholder notes payable originating on March 2, March 29, April 2, June 30, and July 1, 2011 and owing at December 31, 2011. | |||||||||
On February 24, 2012, the Company issued 3,000,000 common shares from the Company’s 2012 Equity Compensation Plan to a consultant for services rendered with a deemed fair value of $246,000, or $0.082 per share based on the closing price of the Company’s stock on February 23, 2012. | |||||||||
On March 20, 2012, the Company issued 28,500,000 common shares for settlement of $28,500 of stockholder debt, for a loss on settlement of $3,262,500, assigned from the stockholder notes payable originating on August 16, 2010, September 14, 2010, September 17, 2010, October 7, 2010 and June 30, 2011 and owing at December 31, 2011. | |||||||||
On March 22, 2012, the Company issued 250,000 common shares with a fair market value of $9,975 to a member of the Company’s scientific advisory board for services rendered. | |||||||||
On April 24, 2012, the Company issued 192,499,999 common shares, with a fair market value of $5,674,650, pursuant Management Consulting and Bonus Agreements with executives, a managing partner, and a consultant. | |||||||||
On April 24, 2012, the Company issued 16,750,000 common shares, with a fair market value of $626,450, to acquire GGECO University, Inc. | |||||||||
On May 25, 2012, the Company issued 1,000,000 common shares, with a fair market value of $147,000, to acquire Cannabis Consulting, Inc. | |||||||||
On May 29, 2012, the Company issued 42,200,000 common shares for settlement of $42,200 of stockholder debt, for a loss on settlement of $2,911,800, assigned from the stockholder notes payable originating on July 9, 2010, July 30, 2010, August 5, 2010, June 30, 2011, July 31, 2011, August 4, 2011 and August 31, 2011. | |||||||||
On June 26, 2012, the Company issued 750,000 common shares, with a fair market value of $103,500, pursuant Management Consulting Agreements with consultants. | |||||||||
On June 26, 2012, the Company issued 5,000,000 common shares, with a fair market value of $307,500, to acquire Goldsmith Health Care, Ltd. | |||||||||
On July 11, 2012, the Company entered into a management agreement with a consultant. Under the agreement the consultant received 750,000 common shares, issued on July 16, 2012, with a fair market value of $38,625 for services rendered over a 3-month term. | |||||||||
On July 20, 2012, the Company issued 30,000,000 common shares for settlement of $30,000 of stockholder debt, for a loss on settlement of $1,515,000, assigned from the stockholder notes payable originating on August 4, 2011, September 26, 2011 and September 30, 2011. | |||||||||
On August 1, 2012, the Company entered into a Joint Venture Operating Agreement (“JV”) with the Dupetit Natural Products GmbH (“Dupetit”) to provide world-wide exclusive products to the JV for sale. 90% of the net operating profits of the JV will be earned by Cannabis Science under the Agreement. The JV has over 40 hemp and cannabis based health, beauty and food products in production or development with products in over 350 stores across the European Union. On August 1, 2012, the Company issued 5,000,000 common shares, with a fair market value of $260,000, as consideration for providing products outlined in the JV agreement. | |||||||||
On July 31, 2012, the Company issued 150,000 common shares, with a fair market value of $9,225, to a Senior Scientific Advisor for services rendered under a two-year service agreement entered into on June 1, 2012. | |||||||||
On July 31, 2012, the Company issued 1,000,000 common shares, with a fair market value of $55,000, to a consultant for services rendered under a two-year service agreement entered into on July 23, 2012. | |||||||||
On August 15, 2012, the Company issued 1,250,000 common shares with a fair market value of $60,250, to a consultant for services rendered under a 6-month software applications development agreement entered into on August 9, 2012. | |||||||||
On October 12, 2012, the Company issued 20,000 common shares with a fair market value of $950 to a consultant pursuant to a bonus due under a September 16, 2011 management agreement. | |||||||||
On October 23, 2012, the Company issued 7,500,000 common shares for settlement of $7,500 of stockholder debt, for a loss on settlement of $319,500, assigned from the stockholder notes payable originating on July 1, 2011. | |||||||||
On November 9, 2012, the Company issued a total of 3,000,000 common shares with a fair market value of $181,700 to three consultants pursuant to management agreements entered into 2012 with scientific advisors. | |||||||||
On November 27, 2012, the Company issued 2,000,000 common shares with a fair market value of $78,800 to two JV partners pursuant to a JV operating agreement. | |||||||||
Stock Options: | |||||||||
The following options were issued to the Company’s V.P of investor relations for services rendered: | |||||||||
(i) | the option to purchase 100,000 common shares at ten cents ($0.10) per share; | ||||||||
(ii) | the option to purchase 100,000 common shares at ten cents ($0.20) per share; | ||||||||
(iii) | the option to purchase 500,000 common shares at ten cents ($0.35) per share; and | ||||||||
(iv) | the option to purchase 1,000,000 common shares at ten cents ($0.50) per share. | ||||||||
A summary of the status of the Company’s option grants as of December 31, 2012 and the changes during the period then ended is presented below: | |||||||||
Shares | Weighted-Average | ||||||||
Exercise Price | |||||||||
Outstanding December 31, 2011 | 1,700,000 | $ | 0.41 | ||||||
Granted | – | – | |||||||
Exercised | – | – | |||||||
Expired | – | – | |||||||
Outstanding December 31, 2012 | 1,700,000 | $ | 0.41 | ||||||
Options exercisable at December 31, 2012 | – | – | |||||||
The weighted average fair value at date of grant for options during nine months ended December 31, 2012 was estimated using the Black-Scholes option valuation model with the following: | |||||||||
Average expected life in years | 2 | ||||||||
Average risk-free interest rate | 2 | % | |||||||
Average volatility | 75 | % | |||||||
Dividend yield | 0 | % | |||||||
Equipment
Equipment | 12 Months Ended | ||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||
Equipment [Abstract] | ' | ||||||||||||||||
EQUIPMENT | ' | ||||||||||||||||
10. EQUIPMENT | |||||||||||||||||
Accumulated | Net Book Value | Net Book Value | |||||||||||||||
Cost | Depreciation | 31-Dec-12 | 31-Dec-11 | ||||||||||||||
Equipment | $ | 3,000 | $ | 2,633 | $ | 367 | $ | 967 | |||||||||
Laboratory equipment | 10,023 | 1,128 | 8,895 | - | |||||||||||||
Software | 5,000 | 983 | 4,017 | - | |||||||||||||
Computers | 5,716 | 2,583 | 3,133 | - | |||||||||||||
$ | 23,739 | $ | 7,327 | $ | 16,412 | $ | 967 | ||||||||||
All equipment is stated at cost. Maintenance and repairs are charged to expense as incurred and the cost of renewals and betterments are capitalized. Depreciation is computed using the straight-line method over the estimated lives of the related assets, 2 years for computer, 2 years for software, and 5 years for equipment and laboratory equipment. |
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Intangible Assets [Abstract] | ' | ||||||||
INTANGIBLE ASSETS | ' | ||||||||
11. INTANGIBLE ASSETS | |||||||||
2012 | 2011 | ||||||||
Intellectual assets, primarily intellectual property | $ | 320,299 | $ | 126,000 | |||||
Less accumulated amortization | (133,761 | ) | (78,412 | ) | |||||
$ | 186,538 | $ | 47,588 | ||||||
Intangible assets are stated at fair value on the date of purchase less accumulated amortization. Amortization is computed using the straight-line method over the estimated lives of the related assets (5 years for intellectual assets). |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2012 | |
Commitments [Abstract] | ' |
COMMITMENTS | ' |
12. COMMITMENTS | |
Mohammad Afaneh, former COO of the Company, secured a lease on behalf of the Company on June 26, 2012 for a facility in Henderson, NV that was also guaranteed by a stockholder of the Company. Lease commitments consist of $4,000 per month. The lease has been prepaid through December 2012, with additional payments of $4,000 commencing and due on January 1, 2013 through June 30, 2013. |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Subsequent Events [Abstract] | ' | ||||
SUBSEQUENT EVENTS | ' | ||||
13. SUBSEQUENT EVENTS | |||||
On January 1, 2013, the Company entered into five year Management Agreements and issued 166,667 Series A preferred shares each to Robert J. Melamede, CEO/interim CFO and Bogat Family Trust, Raymond Dabney trustee, for services rendered. | |||||
On January 29, 2013, the Company issued 5,000,000 common shares with a fair market value of $250,000 to Chad S. Johnson, Esq. due under a January 1, 2013 bonus agreement. | |||||
On February 8, 2013, the Company entered into an Asset Purchase Agreement with X-Change Corporation to sell its interest and rights in the joint-venture operating agreement entered into with Maliseet Nation at Tobique (“Maliseet”) on September 10, 2012 in exchange for 2,500,000 shares of common stock in X-Change Corp. (OTCQB: XCHC) with a fair market value of $290,000. As a material inducement for the JV partners to waive their pre-emptive purchase rights, the Company issued 500,000 shares of common stock with a fair market value of $58,000 to Maliseet and 1,000,000 shares of common stock with a fair market value of $116,000 to George Kattar. The 1,500,000 common shares due to the JV partners are pending issuance as of April 12, 2013. | |||||
On February 28, 2013, the Company issued 13,500,000 common shares for settlement of $13,500 of stockholder debt, for a loss on settlement of $1,092,150, assigned from the stockholder notes payable originating on July 1, 2011 and July 11, 2011. | |||||
On March 27, 2013, the Company issued 500,000 common shares with a fair market value of $38,750 to a scientific advisor pursuant to a February 26, 2013 agreement. | |||||
A stockholder of the Company, Intrinsic Venture Corp, loaned the following amounts to the Company that were secured by promissory notes, as follows: | |||||
Note Amount | Issue Date | ||||
$5,000 | January 4, 2013 | ||||
$15,000 | January 16, 2013 | ||||
$22,000 | February 4, 2013 | ||||
$11,000 | February 7, 2013 | ||||
$25,000 | February 28, 2013 | ||||
$20,000 | March 8, 2013 | ||||
$30,500 | April 1, 2013 | ||||
Total promissory note loans from this stockholder was $128,500 to the Company in 2013. | |||||
On April 12, 2013, the Company retroactively cancelled 41,750,000 common shares as if they had never been issued previously to Dr. Mohammad Afaneh pursuant to his termination in Q4 and a court approved settlement in February 2013. All transactions pertaining to these shares issued to Dr. Afaneh were reversed as if they have never occurred in these consolidated financial statements for the year ended December 31, 2012. | |||||
Common shares reconciliation table: | |||||
Issued and outstanding as of December 31, 2012 | 705,540,573 | ||||
Subsequent events issuances | 19,000,000 | ||||
Subsequent event cancellations | (41,750,000 | ) | |||
Pending subsequent event issuances | 1,500,000 | ||||
Issued and outstanding as of April 18, 2013 | 684,290,573 |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2012 | |
Summary Of Significant Accounting Policies [Abstract] | ' |
Organization and General Description of Business | ' |
A. Organization and General Description of Business | |
Cannabis Science, Inc. (“We” or “the Company”), was incorporated under the laws of the State of Colorado, on February 29, 1996, as Patriot Holdings, Inc. On August 26, 1999, the Company changed its name to National Healthcare Technology, Inc. On June 6, 2007, the Company changed its name from National Healthcare Technology, Inc., to Brighton Oil & Gas, Inc., and converted to a Nevada corporation. On March 25, 2008 the Company changed its name to Gulf Onshore, Inc. | |
In July 2005, the Company acquired Es3, Inc., a Nevada Corporation ("Es3"), pursuant to the terms of an Exchange Agreement (the "Exchange Agreement") by and among the Company, Crown Partners, Inc., a Nevada corporation ("Crown Partners"), Es3, and certain stockholders of Es3 (the "Es3 Stockholders"). Under the terms of the Exchange Agreement, the Company acquired all of the outstanding capital stock of Es3 in exchange for the issuance of 191,828 shares of the Company's common stock (adjusted for splits) to the Es3 Stockholders, Crown Partners and certain consultants. The transactions effected by the Exchange Agreement were accounted for as a reverse merger, and recapitalization. | |
On April 3, 2006, the Company acquired a group of oil and gas leases in Oklahoma in exchange for issuance of common stock and commenced the business of oil and gas exploration and production, mineral lease purchasing and all activities associated with acquiring, operating and maintaining the assets of such operations. On June 6, 2007, the Company changed its name from National Healthcare Technology, Inc., to Brighton Oil & Gas, Inc., and converted to a Nevada corporation. The Company acquired additional oil and gas leases during 2007, all for issuance of common stock; in October 2007, the Company acquired leases from K & D Equity Investments, Inc., a Texas corporation in a transaction that effected a change of control, with K & D acquiring a majority stake in the Company. The Company also entered into a Line of Credit Agreement with South Beach Live, Inc., a Florida corporation, to provide it with working capital of up to $100,000 on a revolving credit line. The Agreement permitted South Beach the right to repayment on demand, or to convert amounts owed for shares. | |
On March 25, 2008, the Company changed its name to Gulf Onshore, Inc. On June 6, 2008, the Company entered into an Asset Acquisition Agreement with K & D to acquire additional leases (the “Leases”) in exchange for common stock and a Stock Purchase Agreement (“SPA”) with South Beach Live, Inc., a Florida corporation, to purchase 100% of the common shares of Curado Energy Resources, Inc., a Texas corporation (“Curado”). Curado is registered with the Texas Railroad Commission as an oil and gas well operator, and is the operator for the Leases. The Company acquired the Leases through Curado, in exchange for shares issued to K & D. The Company issued South Beach a promissory note for $250,000, payable in 1 year at 10% interest, which was guaranteed by Curado. The Company consolidated the operations of Curado commencing in 3Q 2008. | |
In August 2008, the Company granted South Beach a security interest in its Curado shares and the Curado assets, in exchange for concessions from South Beach regarding further cash advances and future stock conversions. This transaction was contemplated and further consummated by the Company due to declining oil prices throughout 3Q 2008 and increased operating costs, which made continued oil and gas operations on the Leases unprofitable. The Company was also continually drawing down on its Line of Credit Agreement with South Beach that created unsustainable working capital pressure. | |
On October 6, 2008, in the face of further oil price declines and general economic conditions, the Company and South Beach entered into an Accord and Satisfaction Agreement under which the Company surrendered its interest in the Putnam “M” oil and gas lease in Throckmorton Co., Texas in exchange for a complete release on the Promissory Note and Line of Credit. In addition, the Company waived any claim on the shares of Curado common stock that secured the Promissory Note or the assets of Curado. South Beach then made claim against Curado under the guarantee agreement and then exercised its rights under the collateral agreement. As a result, the Company’s 4Q 2008, consolidated financial statements reflected the disposition of Curado and its assets, and furthermore that the Company has, once again, become a Development Stage Company seeking a new business partner or acquisition. A Form 8-K reflecting this transaction was timely filed. | |
On March 30, 2009, the Company entered into an agreement with Cannex Therapeutics, LLC, (“Cannex”) a California limited liability company, and its principal, medical cannabis pioneer and entrepreneur Steven W. Kubby, to acquire all of their interest in certain assets used to conduct a cannabis research and development business. The asset purchase agreement includes all of Cannex’ and Kubby’s intellectual property rights, formulas, patents, trademarks, client base, hardware and software, including the website www.phytiva.com. The Company and its largest stockholder, K & D Equities, Inc., exchanged a total of 10,600,000 shares of common stock for the assets of Cannex; the Company issued 2,100,000 shares to Cannex, and K & D transferred 8,500,000 shares to Cannex and others. A Form 8-K reflecting this transaction was timely filed. | |
As part of the Agreement, on April 1, 2009, the Company appointed Mr. Kubby as President and CEO, Richard Cowan as Director and CFO, and Robert Melamede Ph. D., as Director and Chief Science Officer. Each of them was also appointed as a director. All of the Company’s current directors then resigned. On April 7, 2009, the Company changed its name to Cannabis Science, Inc., and obtained a new CUSIP number. Its shares now trade under the symbol CBIS.OB. A Form 8-K was timely filed, with a copy of the Asset Acquisition Agreement and Board Resolution ratifying the Agreement provided as exhibits thereto. | |
On May 7, 2009 the Company common shares commenced trading under the new stock symbol OTCBB: CBIS. | |
Cannabis Science Inc. has also launched its new website www.cannabisscience.com reflecting its new name. | |
On May 8, 2009, the Company signed a Share Purchase Agreement to acquire Rockbrook, Inc. (“Rockbrook”), a Colorado medical cannabis dispensary. Due to regulatory changes that prevented a non-Colorado resident from owning a dispensary within the state, the Company signed a mutual termination agreement with Rockbrook on July 27, 2010 to retroactively cancel the acquisition. | |
On April 27, 2011, the Company was advised by the principal of Rockbrook, Inc. that the current licensing agreement was no longer in effect and that a new license agreement would be signed once new terms could be agreed upon. Despite this notification from Rockbrook, Inc., a legally signed license agreement is still in effect between the Company and Rockbrook. As of December 31, 2012, the Company is re-assessing the license agreement with Rockbrook and how to resolve the dispute to move forward in a cohesive arrangement with the other license agreements and acquisitions the Company is working on. As of December 31, 2012, in conjunction with Company efforts to focus on FDA development and sell off other non-conforming business interests, it has decided to discontinue its license agreement and business dealings with Rockbrook. | |
On August 10, 2011, the Company entered into a Memorandum of Understanding (“MOU”) with Prescription Vending Machines, Inc. (“PVM”) for consideration of $250,000 in common stock. Under the MOU, Cannabis Science, Inc. became a distributor of all PVM products and services in the Continents of Asia, Africa, North America, South America, Antarctica, Europe, and Australia/Oceana with a regions exclusive with the exception of the United States of America, United Kingdom, South America, and Antarctica. Under the MOU, PVM provides machine and consulting services to the Company at its cost and shares in gross profits on a 50/50 basis, excluding the United States of America. PVM and the Company were to setup a Canadian corporation, as a jointly-held corporation for consulting and machine sales, and sales office in Canada. PVM is responsible for all costs to establish the office and launch the business activities up to $50,000 and operating costs up to an additional $50,000. The Company has paid its $250,000 consideration due under the MOU and is waiting on PVM to setup the office and other deliverables to commence operations. | |
On February 9, 2012, the Company signed a license agreement with Apothecary Genetics Investments LLC. to produce several Cannabis Science Brand Formulations for the California medical cannabis market. As well, Apothecary will provide research and development facilities with full circle operations including a California laboratory facility for internal research and development, along with 16 unique genetic strains specifically generated and maintained by a cancer survivor who recognizes the importance of proper growth and breeding. In addition, Apothecary was to invest $250,000 in the first 24 months for research and development. The Company earned a $25,000 license fee under the agreement for the period ended December 31, 2012 that was subsequently paid to the Company on March 8, 2013. | |
In consideration of this agreement, on January 1, 2012, the Company entered into a 25 year management agreement with Dr. Mohammad Afaneh to act as Chief Operating Officer of Cannabis Science, Inc. All transactions related to Dr. Afaneh have been eliminated in the accompanying consolidated financial statements as though they had never occurred due to his termination in Q4 and settlement and cancellation of the shares on April 12, 2013. | |
In addition, on January 1, 2012, the Company entered into a 25 year management agreement with Bret Bogue to act as Director of Horticulture and head of research and development. Mr. Bogue received 28,500,000 common shares valued at $299,250 under this agreement. In addition, on February 10, 2012, Mr. Bogue signed a management bonus agreement where he received 5,000,000 common shares valued at $185,000 as a signing bonus for entering into his management agreement. These common shares were issued on April 24, 2012. | |
On February 9, 2012, the Company acquired GGECO University, Inc. (“GGECO”), an online video-based medical cannabis education system, offering courses dealing with medical cannabis law, the benefits of medical marijuana, cooking, horticulture, and bud tending. Following the university's name change to Cannabis Science University, the Company hopes to use this platform to educate the general public, patients, and even those who have already been involved in the medical cannabis industry on the medical benefits of cannabis, how it is grown, how to use it safely, and the many applications or ways to administer the medication. In consideration of this agreement, the Company issued 16,750,000 common shares with a fair market value of $626,450 to the principals of GGECO and assumed net liabilities of $24,686. The preliminary valuation of GGECO acquisition totaling $674,474 has been allocated to intangibles as at December 31, 2012. These common shares were issued on April 24, 2012. As of December 31, 2012, the Company recognized a goodwill impairment loss of $405,858 in regards to goodwill acquired in the GEGECO acquisition. The 8,250,000 common shares issued to Dr. Afaneh have been eliminated in the accompanying consolidated financial statements as though they had never occurred due to his termination in Q4 and settlement and cancellation of the shares on April 12, 2013. | |
On March 21, 2012, the Company acquired Cannabis Consulting Inc. (“CCI Group”), which consists of a group of businesses operated by Robert J. Kane, including: all contracted rights, properties, patents, trademarks, and distribution rights and agreements pertaining to Cannabis Consulting Inc., Robert Kane Partners, Kaneabis Consulting, Kaneabis Fund, Kaneabis Report, and Kaneabis Radio. In conjunction with the acquisitions, Robert Kane was promoted to V.P. of Investor Relations for the Company. Consideration paid for the CCI Group was 1,000,000 common shares to be issued to the principal, Mr. Robert Kane with a fair market value of $147,000, in addition to 250,000 free-trading common shares for services rendered with a fair market value of $22,500. $25,000 was paid to Robert Kane in lieu of the 250,000 shares. The preliminary valuation of the CCI Group acquisition totaling $147,000 has been allocated to intangibles as at December 31, 2012. | |
On June 1, 2012, the Company signed a Share Purchase Agreement to acquire Goldsmith Health Care, Ltd. (“GHC”), a Nevada company. GHC operates Trimcare (www.trimcare.com), a health care facility which specializes in weight-loss programs, cosmetic procedures, nutritional supplements, hormone replacement therapy, along with other therapeutic treatments. The Company paid GHC $155,000 and 5,000,000 common shares, including $5,000 for the first month’s license fees as consideration for the purchase. Total consideration, including the fair market value of shares issued for the acquisition of GHC is $462,500. Other monthly consideration is due if additional locations are opened under the Trimcare brand. On July 31, 2012, Cannabis Science, Inc. filed a lawsuit against Ivan Goldsmith, M.D., Mona Dever-Goldsmith, and a Nevada professional corporation, Goldsmith Health Care, Ltd. (collectively, “Defendants”). Goldsmith Health Care, Ltd. currently operates under the trade name TrimCare. This action arises out of a failure of the parties to consummate a transaction which was memorialized through the executed share purchase agreement signed on June 1, 2012. Despite the Company’s transferring of the necessary purchase price (a combination of $155,000 and 5,000,000 shares of stock in the Company), Dr. Ivan Goldsmith and his company refused to consummate the transaction. The parties entered into a legal court settlement on October 10, 2012. Under the agreement, the Company agreed to drop all actions against the parties and the Company and Goldsmith agreed to unwind the acquisition transaction, including Dr. Goldsmith returning all monies and stock issued to him and GHC. | |
On October 15, 2012, the $155,000 cash deposit and 5,000,000 common shares were repaid to the Company through the trust account of Goldsmith’s lawyer. In addition, Goldsmith returned the 750,000 common shares issued under his April 2012 consulting agreement and it was mutually agreed to terminate the contract. The operating results of Goldsmith Health Care, Ltd. (“GHC”), acquired on June 1, 2012, for the period June 1, 2012 through December 31, 2012 were not consolidated with the consolidated financial statements of the Company as a result of the retroactive termination of the acquisition and unwinding of the transaction. | |
On July 27, 2012, the Company entered into a Joint Venture Operating Agreement (“JV”) with Dupetit Natural Products GmbH (“DNPG”). Under the Agreement the Company is entitled to 90% of net operating profits of the JV. The Company issued 5,000,000 common shares with a fair market value of $260,000 to the principal of DNPG as consideration for the provision of dozens of hemp and cannabis based products. DNPG currently distributes and sells products throughout Europe. | |
On September 10, 2012, the Company entered into a Joint Venture Operating Agreement (“JV”) with Wolastokwik NeGoot-Gook, Maliseet Nation at Tobique (“WNGM”) and George Kattar. Under the JV, the Company is entitled to 25% of net operating profits from the JV, which will be focused on establishing a clinical laboratory, medicine production facility and treatment center on WNGM provided land and facilities at the Maliseet Nation. As consideration for the JV, the Company issued 1 million common shares on November 15, 2012 with a fair market value of $38,500 to each of WNGM and Mr. Kattar. | |
Cannabis Science, Inc. is at the forefront of medical marijuana research and development. The Company works with world authorities on phytocannabinoid science targeting critical illnesses, and adheres to scientific methodologies to develop, produce, and commercialize phytocannabinoid-based pharmaceutical products. In sum, we are dedicated to the creation of cannabis-based medicines, both with and without psychoactive properties, to treat disease and the symptoms of disease, as well as for general health maintenance. | |
Basis of Presentation | ' |
B. Basis of Presentation | |
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year end is December 31. | |
The operating results of GGECO University, Inc. (“GGECO”), acquired on February 9, 2012, for the period February 10, 2012 through December 31, 2012 were consolidated with the consolidated financial statements of the Company for the year ended December 31, 2012. The s-type corporation of GGECO was dissolved in 2012 and all operations combined into the Company’s. An independent valuation firm determined the intangibles acquired in GGECO to be $192,119 consisting of $150,000 for educational materials, $20,000 for the trade name, and $22,119 for the workforce. The total purchase price of $450,132, including acquired net liabilities, audit and valuation costs was recorded. A total of $405,858 in goodwill impairment relating to the acquisition was recorded at December 31, 2012 leaving $44,274 in unimpaired goodwill. | |
The operating results of Cannabis Consulting, Inc. (“CCI”), acquired on March 21, 2012, for the period March 21, 2012 through December 31, 2012 were consolidated with the consolidated financial statements of the Company for the year ended December 31, 2012. The s-type corporation of CCI was dissolved in 2012 and all operations combined into the Company’s. The Company will allocate the $147,000 purchase price once an internal valuation has been completed on or before March 31, 2013. The deemed value of shares issued for the acquisition of the CCI have been included in intangibles as of December 31, 2012. No impairment in the fair market value of CCI was determined at December 31, 2012. | |
Use of Estimates | ' |
C. Use of Estimates | |
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined. | |
Basic and Diluted Net Income (Loss) Per Share | ' |
D. Basic and Diluted Net Income (Loss) Per Share | |
Under ASC 260, "Earnings Per Share" ("EPS"), the Company provides for the calculation of basic and diluted earnings per share. Basic EPS includes no dilution and is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings or losses of the entity. For the periods January 1, 2012 to December 31, 2012 and from inception through December 31, 2012, basic and diluted loss per share are the same since the calculation of diluted per share amounts would result in an anti-dilutive calculation. | |
Cash and Cash Equivalents | ' |
E. Cash and Cash Equivalents | |
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. | |
Long-Lived Assets & Impairment on Oil Lease Investments | ' |
F. Long-Lived Assets & Impairment on Oil Lease Investments | |
Under ASC Topic 360, “Property, Plant, and Equipment”, the Company is required to periodically evaluate the carrying value of long-lived assets to be held and used. ASC Topic 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. | |
Inventory | ' |
G. Inventory | |
Inventories are stated at the lower of cost or market, using the average cost method. Cost includes materials related to the purchase and production of inventories. We regularly review inventory quantities on hand, future purchase commitments with our suppliers, and the estimated utility of our inventory. If our review indicates a reduction in utility below carrying value, we reduce our inventory to a new cost basis through a charge to cost of revenue. | |
Fair Value Measurements | ' |
H. Fair Value Measurements | |
Under ASC Topic 820, the Company discloses the estimated fair values of financial instruments. The carrying amounts reported in the balance sheet for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value. | |
In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the consolidated financial statements when the fair value is different than the carrying value of those financial instruments. The estimated fair value of current assets and current liabilities approximate their carrying amounts due to the relatively short maturity of these instruments. None of these instruments are held for trading purposes. | |
Technology License and Royalties | ' |
I. Technology License and Royalties | |
The Company's former principal business activity focused on oil and gas exploration. We have divested ourselves of all oil and gas properties and are investigating other business opportunities. We have no technology licenses or rights to any royalties for formerly owned oil and gas properties. | |
Goodwill and Intangible Assets | ' |
J. Goodwill and Intangible Assets | |
Under ASC Topic 350 “Intangibles-Goodwill and Other”, Intangible assets and goodwill, if any, will be calculated and allocated from intangibles designated in the acquisitions of GGECO, and CCI, pursuant to a valuation by an accredited independent certified business valuator and/or internal valuation, where acquisitions were immaterial in nature. Finite life intangibles will be tested for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. A preliminary allocation of all acquisition costs has been made to intangible assets under the aforementioned acquisitions. | |
The Company tests the carrying value of goodwill and indefinite life intangible assets for impairment at least once a year and more frequently if an event or circumstance indicates the asset may be impaired. An impairment loss is recognized if the amount of the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less selling expenses or its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows (cash generating units). | |
The Company is adopting ASU update number 2012-02—Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment whereby the Company will first assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, we conclude that it is not more than likely than not that the indefinite-lived intangible asset is impaired, then we are not required to take further action. If the Company concludes otherwise, then we will determine the fair value of the indefinite-lived intangible asset and perform the required quantitative impairment test by comparing the fair value with the carrying amount. | |
The Company determined and recorded an impairment loss on goodwill of $405,858 which was included in operating expenses and resulting net operating loss for the year ended December 31, 2012. | |
Income Taxes | ' |
K. Income Taxes | |
Under ASC Topic 740, “Income Taxes”, the Company in required to account for its income taxes through the establishment of a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carry forwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for book and tax purposes during the year. | |
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. Deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carry forwards. A valuation allowance is established to reduce that deferred tax asset if it is "more likely than not" that the related tax benefits will not be realized. | |
Unfiled Federal Tax Returns | |
In February 2009, the Company filed appropriate federal tax returns for the years ending December 31, 2003 through 2007 and may be subject to failure to file penalties. For the years ending December 31, 2008 through December 31, 2011, the Company has not filed any federal tax returns. The Company estimates that the amount of penalties, if any, will not have a material effect on the results of operations, cash flows or financial position. No provisions have been made in the financial statements for such penalties, if any. | |
Marketable Securities | ' |
L. Marketable Securities | |
Under ASC Topic 210; Rule 5-02.2, ‘‘Marketable Securities’’, the Company is required to measure all marketable securities at their carrying value while recognizing unrealized gains and losses as of the reporting date. | |
Stock-Based Compensation | ' |
M. Stock-Based Compensation | |
Under ASC Topic 718, ‘‘Compensation-Stock Compensation’’, the Company is required to measure all employee share-based payments, including grants of employee stock options, using a fair-value-based method and the recording of such expense in the statements of operations. The Company has adopted ASC Topic 718 (SFAS 123R) as of January 1, 2006 and recognizes stock-based compensation expense using the modified prospective method. | |
Revenue Recognition | ' |
N. Revenue Recognition | |
Revenue is recognized at the time the educational materials or online seminars are provided and billed to the customer and collection of such fee is reasonably assured. License fees and joint-venture profit sharing when evidenced by executed agreements, and other fees are recognized when earned and collection is reasonably assured. | |
Development Stage Enterprise | ' |
P. Development Stage Enterprise | |
The Company is currently in the development stage as defined under the provisions of ASC Topic 915-10. In October 2008, the Company divested itself of its operating company, Curado Energy Resources, Inc. Beginning with the fiscal fourth quarter of 2008 the Company again became a development stage company. The Company is working on developing its medical cannabis business, which will be comprised of cannabinoid medicines approved through the FDA. The businesses of GGECO and CCI acquired during 2012 have minimal operations and the Company’s other activities under license agreements, MOU, and joint-ventures have not commenced operations in 2012; therefore, the Company remains as previously defined as a development stage entity as at December 31, 2012. | |
Recent Accounting Pronouncements | ' |
Q. Recent Accounting Pronouncements | |
During the year ended December 31, 2012 and through April 18, 2013, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. | |
Reclassifications | ' |
R. Reclassifications | |
For comparative purposes, certain prior period consolidated financial statements have been reclassified to conform with report classifications of the current year. | |
Fair_Value_Measurements_and_Di1
Fair Value Measurements and Disclosure (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||
Fair Value Measurements and Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of company's Assets at fair value | ' | ||||||||||||||||
Assets at Fair Value as of December 31, 2012 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Investment in marketable securities | $ | 525,000 | $ | - | $ | - | $ | 525,000 | |||||||||
Intangibles from GGECO acquisition, | |||||||||||||||||
net of accumulated amortization | - | - | 157,918 | 157,918 | |||||||||||||
$ | 525,000 | $ | - | $ | 157,918 | $ | 682,918 | ||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2012 | |||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||
Components of net deferred tax assets | ' | ||||||||||||
2012 | 2011 | ||||||||||||
Deferred tax assets: | |||||||||||||
NOL expense (benefit) | $ | (12,581,377 | ) | $ | (7,128,603 | ) | |||||||
Less: valuation allowance | 12,581,377 | 7,128,603 | |||||||||||
Net deferred tax assets | $ | - | $ | - | |||||||||
Summary of reconciliation of income tax expense | ' | ||||||||||||
2012 | 2011 | ||||||||||||
Income tax expense (benefit) at | |||||||||||||
statutory federal rate | $ | (5,452,774 | ) | 34 | % | $ | (2,827,672 | ) | 34 | % | |||
State income taxes | |||||||||||||
NOL limitation (Note 3) | |||||||||||||
Increase (decrease) in valuation allowance | 5,452,774 | -34 | % | 2,827,672 | -34 | % | |||||||
Income tax expense (benefit) at | |||||||||||||
Company's effective tax rate | $ | - | 0 | % | $ | - | 0 | % | |||||
Equity_Transactions_Tables
Equity Transactions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Equity Transactions [Abstract] | ' | ||||||||
Summary of the status of the Company's option grants | ' | ||||||||
Shares | Weighted-Average | ||||||||
Exercise Price | |||||||||
Outstanding December 31, 2011 | 1,700,000 | $ | 0.41 | ||||||
Granted | – | – | |||||||
Exercised | – | – | |||||||
Expired | – | – | |||||||
Outstanding December 31, 2012 | 1,700,000 | $ | 0.41 | ||||||
Options exercisable at December 31, 2012 | – | – | |||||||
Schedule of weighted average fair value at date of grant for options | ' | ||||||||
Average expected life in years | 2 | ||||||||
Average risk-free interest rate | 2 | % | |||||||
Average volatility | 75 | % | |||||||
Dividend yield | 0 | % | |||||||
Equipment_Tables
Equipment (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||
Equipment [Abstract] | ' | ||||||||||||||||
Schedule of Equipment | ' | ||||||||||||||||
Accumulated | Net Book Value | Net Book Value | |||||||||||||||
Cost | Depreciation | 31-Dec-12 | 31-Dec-11 | ||||||||||||||
Equipment | $ | 3,000 | $ | 2,633 | $ | 367 | $ | 967 | |||||||||
Laboratory equipment | 10,023 | 1,128 | 8,895 | - | |||||||||||||
Software | 5,000 | 983 | 4,017 | - | |||||||||||||
Computers | 5,716 | 2,583 | 3,133 | - | |||||||||||||
$ | 23,739 | $ | 7,327 | $ | 16,412 | $ | 967 | ||||||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Intangible Assets [Abstract] | ' | ||||||||
Schedule of intangible assets | ' | ||||||||
2012 | 2011 | ||||||||
Intellectual assets, primarily intellectual property | $ | 320,299 | $ | 126,000 | |||||
Less accumulated amortization | (133,761 | ) | (78,412 | ) | |||||
$ | 186,538 | $ | 47,588 | ||||||
Subsequent_Events_Tables
Subsequent Events (Tables) | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Subsequent Events [Abstract] | ' | ||||
Summary of promissory note loans from stockholder | ' | ||||
Note Amount | Issue Date | ||||
$5,000 | January 4, 2013 | ||||
$15,000 | January 16, 2013 | ||||
$22,000 | February 4, 2013 | ||||
$11,000 | February 7, 2013 | ||||
$25,000 | February 28, 2013 | ||||
$20,000 | March 8, 2013 | ||||
$30,500 | April 1, 2013 | ||||
Schedule of common shares reconciliation | ' | ||||
Common shares reconciliation table: | |||||
Issued and outstanding as of December 31, 2012 | 705,540,573 | ||||
Subsequent events issuances | 19,000,000 | ||||
Subsequent event cancellations | (41,750,000 | ) | |||
Pending subsequent event issuances | 1,500,000 | ||||
Issued and outstanding as of April 18, 2013 | 684,290,573 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 1 Months Ended | 12 Months Ended | 95 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 95 Months Ended | 0 Months Ended | |||||||||||||||||||||||||
Oct. 31, 2012 | Mar. 30, 2009 | Jun. 30, 2008 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2006 | Dec. 31, 2012 | Jun. 06, 2008 | Jun. 06, 2007 | Apr. 12, 2013 | Jan. 31, 2012 | Jan. 31, 2012 | Feb. 10, 2012 | Jul. 31, 2012 | Nov. 30, 2012 | Sep. 30, 2012 | Mar. 30, 2009 | Mar. 30, 2009 | Feb. 09, 2012 | Dec. 31, 2012 | Jul. 31, 2005 | Apr. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2012 | Jun. 30, 2012 | Dec. 31, 2012 | Jun. 01, 2012 | Aug. 10, 2011 | ||||
Management agreement with Dr. Mohammad Afaneh [Member] | Management agreement with Dr. Mohammad Afaneh [Member] | Management agreement with Bret Bogue [Member] | Management agreement with Bret Bogue [Member] | DNPG [Member] | WNGM and George Kattar [Member] | WNGM and George Kattar [Member] | Cannabis Science, Inc. [Member] | K & D Equities, Inc. [Member] | Apothecary Genetics Investments LLC [Member] | Apothecary Genetics Investments LLC [Member] | Es3, Inc. [Member] | GGECO University, Inc. [Member] | GGECO University, Inc. [Member] | GGECO University, Inc. [Member] | GGECO University, Inc. [Member] | GGECO University, Inc. [Member] | Cannabis Consulting Inc [Member] | Cannabis Consulting Inc [Member] | Goldsmith Health Care Ltd [Member] | Goldsmith Health Care Ltd [Member] | Goldsmith Health Care Ltd [Member] | Prescription Vending Machines Inc [Member] | |||||||||||||||||
Trade Names [Member] | Educational Materials [Member] | Workforce [Member] | |||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock exchanged for the assets of Cannex | ' | 10,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,100,000 | 8,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
License fee earned by the Company under license agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Amount to invest in first 24 months for research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Term of agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '25 years | '25 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Company shares in Memorandum of Understanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | |||
Description of Memorandum of Understanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Under the MOU, PVM provides machine and consulting services to the Company at its cost and shares in gross profits on a 50/50 basis, excluding the United States of America. PVM and the Company were to setup a Canadian corporation, as a jointly-held corporation for consulting and machine sales, and sales office in Canada. PVM is responsible for all costs to establish the office and launch the business activities up to $50,000 and operating costs up to an additional $50,000 | |||
Common stock issued for services, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock issued for services | ' | ' | ' | 1,147,425 | 47,725 | 166,850 | 2,516,050 | 128,500 | 140,848 | 21,164,750 | ' | ' | ' | ' | ' | 299,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock shares issued as signing bonus | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock value issued as signing bonus | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 185,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Shares issued to acquire all of the outstanding capital stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 191,828 | 16,750,000 | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | |||
Fair market value of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 626,450 | ' | ' | ' | ' | 147,000 | ' | ' | ' | ' | ' | |||
Assumed net liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,686 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Number of forfeited shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Allocation of purchase price upon completion of internal valuation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 674,474 | ' | ' | ' | ' | 147,000 | ' | ' | ' | ' | |||
Impairment loss on goodwill | ' | ' | ' | 405,858 | ' | ' | ' | ' | ' | ' | 405,858 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 405,858 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Free-trading common shares issued for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | |||
Value of free-trading common shares issued for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,500 | ' | ' | ' | ' | ' | |||
Amount of Free-trading common shares paid Robert Kane in lieu of shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | |||
Acquisition costs | ' | ' | ' | 15,821 | ' | ' | ' | ' | ' | ' | 15,821 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 155,000 | ' | ' | |||
Common shares consideration for purchase | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | |||
Cost of acquired entity | ' | ' | ' | 450,132 | ' | ' | ' | ' | ' | ' | 450,132 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 192,119 | 20,000 | 150,000 | 22,119 | ' | ' | ' | ' | 462,500 | ' | |||
First month's license fees consideration for the purchase | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | |||
Cash deposit received under lawsuit | 155,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common shares repaid related to lawsuit by Goldsmith's lawyer | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common shares issued related to consulting agreement returned under lawsuit | 750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Percentage of net operating profits earned by Cannabis Science through joint venture agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90.00% | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Shares issued as consideration for providing products | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Value of shares issued as consideration for providing products | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 260,000 | 38,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Line of Credit Agreement with South Beach Live, Inc. to provide maximum working capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Percentage of common shares acquired in Curado Energy Resources, Inc. | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Promissory note issued by the Company to South Beach | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Promissory note payable period | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Unimpaired goodwill | ' | ' | ' | $44,274 | [1] | ' | [1] | ' | ' | ' | ' | ' | $44,274 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory note interest rate guaranteed by Curado | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Description of an agreement with Cannex Therapeutics, LLC to acquire all of their interest in certain assets | ' | 'The Company and its largest stockholder, K & D Equities, Inc., exchanged a total of 10,600,000 shares of common stock for the assets of Cannex; the Company issued 2,100,000 shares to Cannex, and K & D transferred 8,500,000 shares to Cannex and others. A Form 8-K reflecting this transaction was timely filed. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
[1] | Note 1 |
Going_Concern_Details
Going Concern (Details) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2006 | Dec. 31, 2005 |
Going Concern (Textual) | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated deficit | $86,574,241 | ' | ' | ' | ' | ' | ' | ' |
Stockholders' deficit | ($2,168,965) | ($2,230,401) | ($1,326,456) | ($1,015,440) | ($1,350,504) | ($7,689,956) | ($7,261,594) | ($63,260) |
Inventories_Details
Inventories (Details) (USD $) | 12 Months Ended | 95 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | |
Inventories (Textual) | ' | ' | ' |
Write down expense for unrecoverable inventory | $50,235 | ' | $50,235 |
Marketable_Securities_Details
Marketable Securities (Details) (USD $) | 12 Months Ended | 95 Months Ended | |||||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 12, 2012 | ||||
Marketable Securities (Textual) | ' | ' | ' | ' | |||
Common shares held in X-Change Corporation | 5,000,000 | ' | ' | ' | |||
Percentage of issued and outstanding shares held in X-Change Corporation | 8.50% | ' | ' | ' | |||
Common stock, fair market value per share | $0.11 | ' | $0.11 | $0.03 | |||
Marketable securities (Note 4) | $525,000 | [1] | ' | [1] | $525,000 | [1] | $150,000 |
Unrealized gain on marketable common stock | $375,000 | ' | $375,000 | ' | |||
[1] | Note 4 |
Fair_Value_Measurements_and_Di2
Fair Value Measurements and Disclosure (Details) (USD $) | Dec. 31, 2012 |
Schedule of company's Assets at fair value | ' |
Investment in marketable securities | $525,000 |
Intangibles from GGECO acquisition,net of accumulated amortization | 157,918 |
Assets at fair value, Total | 682,918 |
Level 1 [Member] | ' |
Schedule of company's Assets at fair value | ' |
Investment in marketable securities | 525,000 |
Intangibles from GGECO acquisition,net of accumulated amortization | ' |
Assets at fair value, Total | 525,000 |
Level 2 [Member] | ' |
Schedule of company's Assets at fair value | ' |
Investment in marketable securities | ' |
Intangibles from GGECO acquisition,net of accumulated amortization | ' |
Assets at fair value, Total | ' |
Level 3 [Member] | ' |
Schedule of company's Assets at fair value | ' |
Investment in marketable securities | ' |
Intangibles from GGECO acquisition,net of accumulated amortization | 157,918 |
Assets at fair value, Total | $157,918 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 1 Months Ended | 12 Months Ended | 95 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||
Feb. 29, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Feb. 09, 2012 | Mar. 08, 2013 | Dec. 31, 2012 | Feb. 09, 2012 | Dec. 31, 2012 | Jun. 01, 2012 | Jun. 01, 2012 | Dec. 31, 2012 | Jun. 26, 2012 | Oct. 31, 2012 | Jul. 31, 2012 | 31-May-12 | Oct. 19, 2012 | Jul. 13, 2012 | 29-May-12 | ||||
Apothecary Genetics Investments LLC [Member] | Apothecary Genetics Investments LLC [Member] | Apothecary Genetics Investments LLC [Member] | Raymond Dabney [Member] | Raymond Dabney [Member] | Goldsmith Health Care Ltd [Member] | Mr. Cowan [Member] | Mr. Cowan [Member] | J. Scott Munro [Member] | J. Scott Munro [Member] | J. Scott Munro [Member] | J. Scott Munro [Member] | J. Scott Munro [Member] | J. Scott Munro [Member] | |||||||||
Related Party Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Advances from related parties (Note 6) | ' | $196,703 | [1] | $156,818 | [1] | $196,703 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Management consulting agreement period | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Free trading bonus common shares as consideration of consulting agreements to related party | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Restricted common shares as consideration of consulting agreements | ' | ' | ' | ' | 36,833,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Fair market value of shares issued as consideration of consulting agreements | ' | ' | ' | ' | 1,568,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
License fee due | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Accounts receivable, related party | ' | 25,000 | ' | 25,000 | ' | ' | 141,943 | 116,943 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Loans receivable | ' | ' | ' | ' | ' | ' | 22,627 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Payment received from related party | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Description of loan | ' | ' | ' | ' | ' | ' | ' | ' | 'Loaned $155,000 is due under a 12-month promissory note with no interest bearing and due upon demand | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Description of loan payment | ' | ' | ' | ' | ' | ' | ' | ' | 'On October 15, 2012, Raymond Dabney was repaid the $155,000 from Goldsmith in the form of $150,000 cash and a $5,000 promissory note after which he provided notice to the Company that his promissory note due by the Company was deemed paid in full. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Series A preferred stock forfeited, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 333,333 | ' | ' | ' | ' | ' | ' | ' | |||
Share based compensation, unallocated expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,105,827 | ' | ' | ' | ' | ' | ' | ' | |||
Cash consideration due from related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | |||
Amount transfer in excess of cash due | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Unrealized gain on marketable common stock | ' | 375,000 | ' | 375,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Intangible assets acquired related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,180 | ' | ' | ' | ' | ' | ' | |||
Common stock issued for settlement of debt, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | 5,000,000 | 5,600,000 | |||
Common stock issued for settlement of debt, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500 | 5,000 | 5,600 | |||
Loss on settlement of debt assigned from stockholder notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 319,500 | 252,500 | 386,400 | ' | ' | ' | |||
Unamortized stock compensation expense under management agreement | ' | 1,105,827 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Management fees | ' | $1,835,524 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
[1] | Note 6 |
Notes_Payable_To_Stockholders_
Notes Payable To Stockholders (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2012 | Dec. 31, 2011 | |||
Notes Payable To Stockholders (Textual) | ' | ' | ||
Notes payable to stockholders | $1,307,218 | [1] | $194,413 | [1] |
Description of notes payable | 'Due 12 months from the date of issue and loan origination beginning on September 8, 2012 through December 31, 2013. | ' | ||
Convertible notes due to stockholder | $155 | $9 | ||
[1] | Note 7 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
Deferred tax assets: | ' | ' |
NOL expense (benefit) | ($12,581,377) | ($7,128,603) |
Less: valuation allowance | 12,581,377 | 7,128,603 |
Net deferred tax assets | ' | ' |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | 12 Months Ended | 95 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | |
Summary of reconciliation of income tax expense | ' | ' | ' |
Income tax expense (benefit) at statutory federal rate | ($5,452,774) | ($2,827,672) | ' |
Income tax expense (benefit) at statutory federal rate, percentage | 34.00% | 34.00% | ' |
State income taxes | ' | ' | ' |
NOL limitation (Note 3) | ' | ' | ' |
Increase (decrease) in valuation allowance | 5,452,774 | 2,827,672 | ' |
Increase (decrease) in valuation allowance, percentage | -34.00% | -34.00% | ' |
Net tax | $800 | ' | $825,595 |
Income tax expense (benefit) at Company's effective tax rate, percentage | 0.00% | 0.00% | ' |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Income Taxes (Textual) | ' | ' |
Valuation allowance | ($12,581,377) | ($7,128,603) |
Effective Federal income tax rate | 34.00% | 34.00% |
Net operating loss carryforwards | $37,000,000 | $21,000,000 |
Income taxes expiration period | 'Various periods through 2032 for federal tax purposes and 2017 for state tax purposes | ' |
Equity_Transactions_Details
Equity Transactions (Details) (Stock Option [Member], USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Stock Option [Member] | ' |
Summary Company's option grants | ' |
Outstanding Shares, Beginning Balance | 1,700,000 |
Granted, Shares | ' |
Exercised, Shares | ' |
Expired, Shares | ' |
Outstanding Shares, Ending Balance | 1,700,000 |
Options exercisable, Shares | ' |
Outstanding, Weighted-Average Exercise Price, Beginning Balance | $0.41 |
Granted, Weighted-Average Exercise Price | ' |
Exercised, Weighted-Average Exercise Price | ' |
Expired, Weighted-Average Exercise Price | ' |
Outstanding, Weighted-Average Exercise Price Ending Balance | $0.41 |
Options exercisable, Weighted-Average Exercise Price | ' |
Equity_Transactions_Details_1
Equity Transactions (Details 1) | 12 Months Ended |
Dec. 31, 2012 | |
Schedule of estimated weighted average fair value at date of grant for options using the Black-Scholes option valuation model | ' |
Average expected life in years | '2 years |
Average risk-free interest rate | 2.00% |
Average volatility | 75.00% |
Dividend yield | 0.00% |
Equity_Transactions_Details_Te
Equity Transactions (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 95 Months Ended | ||||||
Feb. 09, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2006 | Dec. 31, 2012 | |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | 850,000,000 | 850,000,000 | ' | ' | ' | ' | ' | 850,000,000 |
Common stock, par value | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | $0.00 |
Common stock, shares issued | ' | 663,790,573 | 305,420,574 | ' | ' | ' | ' | ' | 663,790,573 |
Common stock, shares outstanding | ' | 663,790,573 | 305,420,574 | ' | ' | ' | ' | ' | 663,790,573 |
Preferred stock, shares authorized | ' | 1,000,000 | 1,000,000 | ' | ' | ' | ' | ' | 1,000,000 |
Preferred stock, Voting rights | ' | '1,000 votes per share | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | 666,666 | 999,999 | ' | ' | ' | ' | ' | 666,666 |
Preferred stock, shares outstanding | ' | 666,666 | 999,999 | ' | ' | ' | ' | ' | 666,666 |
Shares issued to staff or consultants for services | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on settlement of debt | ' | $5,167 | ' | ' | ' | ' | ' | ' | $5,167 |
Fair value of stock issued for services | ' | 1,147,425 | 47,725 | 166,850 | 2,516,050 | 128,500 | 140,848 | 21,164,750 | ' |
Mr. Cowan [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of forfeited shares | ' | 333,333 | ' | ' | ' | ' | ' | ' | ' |
January 13, 2012 [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issued for settlement of stockholder debt | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Debt amount settled for share | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' |
Loss on settlement of debt | ' | 28,500 | ' | ' | ' | ' | ' | ' | ' |
January 20, 2012 [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issued for settlement of stockholder debt | ' | 46,500,000 | ' | ' | ' | ' | ' | ' | ' |
Debt amount settled for share | ' | 46,500 | ' | ' | ' | ' | ' | ' | ' |
Loss on settlement of debt | ' | 2,613,300 | ' | ' | ' | ' | ' | ' | ' |
February 24, 2012 [Member] | 2012 Equity Compensation Plan [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services, shares | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of stock issued for services | ' | 246,000 | ' | ' | ' | ' | ' | ' | ' |
Closing price of common stock | ' | $0.08 | ' | ' | ' | ' | ' | ' | $0.08 |
March 20, 2012 [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issued for settlement of stockholder debt | ' | 28,500,000 | ' | ' | ' | ' | ' | ' | ' |
Debt amount settled for share | ' | 28,500 | ' | ' | ' | ' | ' | ' | ' |
Loss on settlement of debt | ' | 3,262,500 | ' | ' | ' | ' | ' | ' | ' |
March 22, 2012 [Member] | Scientific advisory board [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services, shares | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of stock issued for services | ' | 9,975 | ' | ' | ' | ' | ' | ' | ' |
April 24, 2012 [Member] | GGECO University, Inc. [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share issued to acquire entity | ' | 16,750,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of share issued to acquire entity | ' | 626,450 | ' | ' | ' | ' | ' | ' | 626,450 |
May 25, 2012 [Member] | Cannabis Consulting Inc [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share issued to acquire entity | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of share issued to acquire entity | ' | 147,000 | ' | ' | ' | ' | ' | ' | 147,000 |
May 29, 2012 [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issued for settlement of stockholder debt | ' | 42,200,000 | ' | ' | ' | ' | ' | ' | ' |
Debt amount settled for share | ' | 42,200 | ' | ' | ' | ' | ' | ' | ' |
Loss on settlement of debt | ' | 2,911,800 | ' | ' | ' | ' | ' | ' | ' |
June 26, 2012 [Member] | Goldsmith Health Care Ltd [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share issued to acquire entity | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of share issued to acquire entity | ' | 307,500 | ' | ' | ' | ' | ' | ' | 307,500 |
July 20, 2012 [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issued for settlement of stockholder debt | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' |
Debt amount settled for share | ' | 30,000 | ' | ' | ' | ' | ' | ' | ' |
Loss on settlement of debt | ' | 1,515,000 | ' | ' | ' | ' | ' | ' | ' |
October 23, 2012 [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issued for settlement of stockholder debt | ' | 7,500,000 | ' | ' | ' | ' | ' | ' | ' |
Debt amount settled for share | ' | 7,500 | ' | ' | ' | ' | ' | ' | ' |
Loss on settlement of debt | ' | 319,500 | ' | ' | ' | ' | ' | ' | ' |
Stock Options [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issuable from option issued to the Company's V.P. | ' | 100,000 | ' | ' | ' | ' | ' | ' | 100,000 |
Exercise price of options issued to the Company's V.P. | ' | $0.10 | ' | ' | ' | ' | ' | ' | ' |
Stock Options One [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issuable from option issued to the Company's V.P. | ' | 100,000 | ' | ' | ' | ' | ' | ' | 100,000 |
Exercise price of options issued to the Company's V.P. | ' | $0.20 | ' | ' | ' | ' | ' | ' | ' |
Stock Options Two [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issuable from option issued to the Company's V.P. | ' | 500,000 | ' | ' | ' | ' | ' | ' | 500,000 |
Exercise price of options issued to the Company's V.P. | ' | $0.35 | ' | ' | ' | ' | ' | ' | ' |
Stock Options Three [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issuable from option issued to the Company's V.P. | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | 1,000,000 |
Exercise price of options issued to the Company's V.P. | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' |
Joint Venture Operating Agreement [Member] | August 1, 2012 [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of operating profits earned by agreement | ' | 90.00% | ' | ' | ' | ' | ' | ' | ' |
Number of hemp and cannabis based health, beauty and food products | ' | 40 | ' | ' | ' | ' | ' | ' | 40 |
Number of Stores across the European Union | ' | 350 | ' | ' | ' | ' | ' | ' | 350 |
Shares issued as consideration for providing products | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' |
Value of shares issued as consideration for providing products | ' | 260,000 | ' | ' | ' | ' | ' | ' | ' |
Joint Venture Operating Agreement [Member] | November 27, 2012 [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued under agreement, Shares | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' |
Common stock issued under agreement | ' | 78,800 | ' | ' | ' | ' | ' | ' | ' |
Number of partners | ' | 2 | ' | ' | ' | ' | ' | ' | ' |
Management consulting and bonus agreement [Member] | April 24, 2012 [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services, shares | ' | 192,499,999 | ' | ' | ' | ' | ' | ' | ' |
Fair value of stock issued for services | ' | 5,674,650 | ' | ' | ' | ' | ' | ' | ' |
Management consulting agreement [Member] | June 26, 2012 [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services, shares | ' | 750,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of stock issued for services | ' | 103,500 | ' | ' | ' | ' | ' | ' | ' |
Management Agreement [Member] | July 11, 2012 [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services, shares | ' | 750,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of stock issued for services | ' | 38,625 | ' | ' | ' | ' | ' | ' | ' |
Agreement term period | ' | '3 months | ' | ' | ' | ' | ' | ' | ' |
Management Agreement [Member] | October 12, 2012 [Member] | Consultant [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services, shares | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of stock issued for services | ' | 950 | ' | ' | ' | ' | ' | ' | ' |
Management Agreement [Member] | November 9, 2012 [Member] | Scientific Advisors [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued under agreement, Shares | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' |
Common stock issued under agreement | ' | 181,700 | ' | ' | ' | ' | ' | ' | ' |
Number of consultants | ' | 3 | ' | ' | ' | ' | ' | ' | ' |
Service agreement [Member] | July 31, 2012 [Member] | Consultant [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services, shares | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of stock issued for services | ' | 55,000 | ' | ' | ' | ' | ' | ' | ' |
Agreement term period | ' | '2 years | ' | ' | ' | ' | ' | ' | ' |
Service agreement [Member] | July 31, 2012 [Member] | Senior scientific advisor [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services, shares | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of stock issued for services | ' | 9,225 | ' | ' | ' | ' | ' | ' | ' |
Agreement term period | ' | '2 years | ' | ' | ' | ' | ' | ' | ' |
Software applications development agreement [Member] | August 15, 2012 [Member] | Consultant [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services, shares | ' | 1,250,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of stock issued for services | ' | $60,250 | ' | ' | ' | ' | ' | ' | ' |
Agreement term period | ' | '2 months | ' | ' | ' | ' | ' | ' | ' |
Common stock, Class A | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | 100,000,000 | 100,000,000 | ' | ' | ' | ' | ' | 100,000,000 |
Common stock, par value | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | $0.00 |
Common stock, shares issued | ' | 0 | 0 | ' | ' | ' | ' | ' | 0 |
Common stock, shares outstanding | ' | 0 | 0 | ' | ' | ' | ' | ' | 0 |
Common stock, Voting rights | ' | '10 votes per share | ' | ' | ' | ' | ' | ' | ' |
Series A Preferred Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | 666,666 | ' | ' | ' | ' | ' | ' | 666,666 |
Preferred stock, shares outstanding | ' | 666,666 | ' | ' | ' | ' | ' | ' | 666,666 |
Series A Preferred Stock [Member] | Mr. Cowan [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of forfeited shares | ' | 333,333 | ' | ' | ' | ' | ' | ' | ' |
Equipment_Details
Equipment (Details) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 | ||
Schedule of Equipment | ' | ' | ||
Equipment, Cost | $23,739 | ' | ||
Equipment, Accumulated Depreciation | 7,327 | ' | ||
Equipment, Net Book Value | 16,412 | [1] | 967 | [1] |
Equipment [Member] | ' | ' | ||
Schedule of Equipment | ' | ' | ||
Equipment, Cost | 3,000 | ' | ||
Equipment, Accumulated Depreciation | 2,633 | ' | ||
Equipment, Net Book Value | 367 | 967 | ||
Laboratory equipment [Member] | ' | ' | ||
Schedule of Equipment | ' | ' | ||
Equipment, Cost | 10,023 | ' | ||
Equipment, Accumulated Depreciation | 1,128 | ' | ||
Equipment, Net Book Value | 8,895 | ' | ||
Software [Member] | ' | ' | ||
Schedule of Equipment | ' | ' | ||
Equipment, Cost | 5,000 | ' | ||
Equipment, Accumulated Depreciation | 983 | ' | ||
Equipment, Net Book Value | 4,017 | ' | ||
Computers [Member] | ' | ' | ||
Schedule of Equipment | ' | ' | ||
Equipment, Cost | 5,716 | ' | ||
Equipment, Accumulated Depreciation | 2,583 | ' | ||
Equipment, Net Book Value | $3,133 | ' | ||
[1] | Note 10 |
Equipment_Details_Textual
Equipment (Details Textual) | 12 Months Ended |
Dec. 31, 2012 | |
Computers [Member] | ' |
Equipment (Textual) | ' |
Estimated lives of equipment | '2 years |
Software [Member] | ' |
Equipment (Textual) | ' |
Estimated lives of equipment | '2 years |
Equipment [Member] | ' |
Equipment (Textual) | ' |
Estimated lives of equipment | '5 years |
Laboratory equipment [Member] | ' |
Equipment (Textual) | ' |
Estimated lives of equipment | '5 years |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 | ||
Schedule of intangible assets | ' | ' | ||
Intellectual assets, primarily intellectual property | $320,299 | $126,000 | ||
Less accumulated amortization | -133,761 | -78,412 | ||
Intangibles assets, net | $186,538 | [1] | $47,588 | [1] |
[1] | Note 11 |
Intangible_Assets_Details_Text
Intangible Assets (Details Textual) | 12 Months Ended |
Dec. 31, 2012 | |
Intangible Assets (Textual) | ' |
Estimated lives of intellectual assets | '5 years |
Commitments_Details
Commitments (Details) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Commitments (Textual) | ' |
Monthly lease commitments | $4,000 |
Additional payments of lease commitments | $4,000 |
Description of additional payments of lease commitments | 'Additional payments of $4,000 commencing and due on January 1, 2013 through June 30, 2013. |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 0 Months Ended |
Apr. 18, 2013 | |
Promissory Notes One [Member] | ' |
Summary of promissory note loans from stockholder | ' |
Note Amount | $5,000 |
Issue Date | 4-Jan-13 |
Promissory Notes Two [Member] | ' |
Summary of promissory note loans from stockholder | ' |
Note Amount | 15,000 |
Issue Date | 16-Jan-13 |
Promissory Notes Three [Member] | ' |
Summary of promissory note loans from stockholder | ' |
Note Amount | 22,000 |
Issue Date | 4-Feb-13 |
Promissory Notes Four [Member] | ' |
Summary of promissory note loans from stockholder | ' |
Note Amount | 11,000 |
Issue Date | 7-Feb-13 |
Promissory Notes Five [Member] | ' |
Summary of promissory note loans from stockholder | ' |
Note Amount | 25,000 |
Issue Date | 28-Feb-13 |
Promissory Notes Six [Member] | ' |
Summary of promissory note loans from stockholder | ' |
Note Amount | 20,000 |
Issue Date | 8-Mar-13 |
Promissory Notes Seven [Member] | ' |
Summary of promissory note loans from stockholder | ' |
Note Amount | $30,500 |
Issue Date | 1-Apr-13 |
Subsequent_Events_Details_1
Subsequent Events (Details 1) (Subsequent Event [Member]) | 0 Months Ended | 3 Months Ended |
Apr. 12, 2013 | Apr. 18, 2013 | |
Subsequent Event [Member] | ' | ' |
Schedule of common shares reconciliation | ' | ' |
Issued and outstanding as of December 31, 2012 | ' | 705,540,573 |
Subsequent events issuances | ' | 19,000,000 |
Subsequent event cancellations | 41,750,000 | -41,750,000 |
Pending subsequent event issuances | ' | 1,500,000 |
Issued and outstanding as of April 18, 2013 | ' | 684,290,573 |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | |||||||
Oct. 31, 2012 | Jan. 29, 2013 | Sep. 10, 2012 | Apr. 12, 2013 | Feb. 28, 2013 | Apr. 18, 2013 | Apr. 18, 2013 | Feb. 08, 2013 | Feb. 08, 2013 | Apr. 12, 2013 | Mar. 27, 2013 | Jan. 01, 2013 | Jan. 01, 2013 | |
Bonus Agreement [Member] | Asset Purchase Agreement [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||
Promissory Note [Member] | Maliseet [Member] | George Kattar [Member] | JV partners [Member] | Scientific Advisors [Member] | Management Agreement [Member] | Management Agreement [Member] | |||||||
Series Preferred Stock [Member] | |||||||||||||
Subsequent Events (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement term period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' |
Common stock issued under agreement, Shares | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | 166,667 |
Common stock issued under agreement | ' | $250,000 | ' | ' | ' | ' | ' | ' | ' | ' | $38,750 | ' | ' |
Shares issued to acquire interest in Joint Venture | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of shares issued to acquire interest in Joint Venture | ' | ' | 290,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued to waive pre emptive purchase rights | ' | ' | ' | ' | ' | ' | ' | 500,000 | 1,000,000 | ' | ' | ' | ' |
Fair value of shares issued to waive pre emptive purchase rights | ' | ' | ' | ' | ' | ' | ' | 58,000 | 116,000 | ' | ' | ' | ' |
Common stock shares unissued | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' |
Common shares issued for settlement of stockholder debt | ' | ' | ' | ' | 13,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt amount settled for share | ' | ' | ' | ' | 13,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on settlement of stockholder notes payable | ' | ' | ' | ' | 1,092,150 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash deposit repaid to the Company through via the trust account of Goldsmith's lawyer | 155,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note Amount | ' | ' | ' | ' | ' | ' | $128,500 | ' | ' | ' | ' | ' | ' |
Restrospectively cancellation of common stock | ' | ' | ' | 41,750,000 | ' | -41,750,000 | ' | ' | ' | ' | ' | ' | ' |