Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 21, 2016 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | CANNABIS SCIENCE, INC. | ||
Entity Central Index Key | 1,024,626 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 68,775,444 | ||
Entity Common Stock, Shares Outstanding | 1,581,855,296 | 1,815,805,296 | |
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 61,971 | $ 10,061 |
Other receivables | 39,366 | 8,670 |
Prepaid expenses and deposits | 156,750 | 97,626 |
Loans receivable, related party | 37,516 | $ 50,000 |
Inventory | 19,311 | |
Total current assets | $ 314,914 | $ 166,357 |
Computer and Equipment, net of accumulated depreciation of $13,716 and $12,200 (Note 8) | ||
Deposits (Note 9) | $ 971,500 | $ 971,500 |
Equity method investee (Note 10) | 128,927 | $ 243,969 |
Goodwill (Note 1 and 11) | 170,689 | |
Intangibles, net of accumulated amortization (Note 11) | 215,000 | |
TOTAL ASSETS | 1,801,030 | $ 1,381,826 |
Current Liabilities | ||
Accounts payable | 680,215 | 153,094 |
Accrued expenses, primarily management fees (Note 4) | 1,614,654 | 1,716,807 |
Advances from related parties (Note 4) | 414,135 | 203,892 |
Management bonuses | 300,000 | 300,000 |
Notes payable to stockholders (Note 5) | 1,406,513 | 1,581,486 |
Total current liabilities and total liabilities | 4,415,517 | 3,955,279 |
Stockholders' Deficit | ||
Series A Preferred Stock, $0.001 par value, 1,000,000 shares authorized, 1,000,000 shares issued and outstanding at December 31, 2015 and December 31, 2014 | 1,000 | 1,000 |
Common stock, $.001 par value, 3,000,000,000 shares authorized, 1,581,855,296 issued and outstanding as of December 31, 2015 and 1,032,123,906 at December 31, 2014; Common stock, Class A, $.001 par value, 100,000,000 shares authorized, 0 issued and outstanding as of December 31, 2015 and December 31, 2014 | 1,581,856 | 1,032,124 |
Prepaid consulting | 3,209,032 | $ 4,448,696 |
Common stock receivable | 381,500 | |
Additional paid-in-capital | 127,942,191 | $ 110,256,424 |
Accumulated deficit | (128,017,132) | (109,393,306) |
Cumulative exchange translation | (18,496) | (20,999) |
Equity attributable to common shareholders | (2,101,113) | $ (2,573,453) |
Non-Controlling interest | (513,374) | |
Total stockholders' deficit | (2,614,487) | $ (2,573,453) |
TOTAL LIABILTIES AND STOCKHOLDERS' DEFICIT | 1,801,030 | 1,381,826 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Series A Preferred Stock, $0.001 par value, 1,000,000 shares authorized, 1,000,000 shares issued and outstanding at December 31, 2015 and December 31, 2014 | 1,000 | 1,000 |
Equity attributable to common shareholders | 1,000 | 1,000 |
Total stockholders' deficit | 1,000 | 1,000 |
TOTAL LIABILTIES AND STOCKHOLDERS' DEFICIT | $ 1,000 | $ 1,000 |
Common Class A [Member] | ||
Stockholders' Deficit | ||
Common stock, $.001 par value, 3,000,000,000 shares authorized, 1,581,855,296 issued and outstanding as of December 31, 2015 and 1,032,123,906 at December 31, 2014; Common stock, Class A, $.001 par value, 100,000,000 shares authorized, 0 issued and outstanding as of December 31, 2015 and December 31, 2014 | ||
Equity attributable to common shareholders | ||
Total stockholders' deficit | ||
TOTAL LIABILTIES AND STOCKHOLDERS' DEFICIT |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 1,581,855,296 | 1,032,123,906 |
Common stock, shares outstanding | 1,581,855,296 | 1,032,123,906 |
Accumulated depreciation on computer and equipment | $ 13,716 | $ 12,200 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common Class A [Member] | ||
Common stock, par value per share | $ .001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenue | $ 44,227 | $ 1,031 |
Operating Expenses | ||
Investor relations | 67,000 | |
Professional fees | $ 866,647 | $ 90,048 |
Impairment loss on goodwill | 66,274 | |
Net loss on settlement of liabilites | $ (5,625,076) | (5,357,447) |
Depreciation and amortization | 208,225 | |
Research and development | $ 801,500 | 135,439 |
General and administrative | 11,702,650 | 10,029,903 |
Total operating expenses | 19,062,873 | 15,887,336 |
Net Operating Profit (Loss) | $ (19,018,646) | $ (15,886,305) |
Other Income (Expense) | ||
Interest income, net | ||
Interest expense, net | $ 4,555 | $ 65 |
Debt refinancing costs | 833,000 | |
Warrant expense | 97,894 | |
Unrealized gain (loss) on equity investee | $ 114,000 | 90,000 |
Unrealized gain (loss) on marketable securities | 22,500 | |
Total other income (expense) | $ (118,555) | (998,459) |
Net Loss | (19,137,201) | $ (16,884,764) |
Net loss attributable to non-controlling interest | (513,374) | |
Net loss attributable to common shareholders | (18,623,827) | $ (16,884,764) |
Other Comprehensive Income | ||
Foreign exchange translation adjustment | 2,503 | (20,999) |
Total other comprehensive income | 2,503 | (20,999) |
Net Comprehensive Loss | $ (18,621,324) | $ (16,905,763) |
Net loss per common share: Basic and diluted | $ (0.01) | $ (0.02) |
Weighted average number of common shares outstanding | 1,278,148,706 | 869,816,372 |
Consolidated Statement Of Stock
Consolidated Statement Of Stockholders' Equity/(Deficit) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Prepaid Consulting [Member] | Accumulated Deficit [Member] | Common Stock Receivable | Foreign Exchange Translation [Member] | Equity Attributable to Common Shareholders | Non-Controlling Interest | Total |
Balance common stock, shares at Dec. 31, 2013 | 770,523,906 | |||||||||
Balance Preferred stock, shares at Dec. 31, 2013 | 1,000,000 | |||||||||
Balance, value at Dec. 31, 2013 | $ 770,524 | $ 1,000 | $ 91,771,495 | $ (3,553,296) | $ (92,508,542) | $ (3,518,819) | $ (3,518,819) | |||
Common stock issued for services, shares | 151,100,000 | |||||||||
Common stock issued for services, value | $ 151,100 | 10,120,035 | $ 4,558,065 | 5,713,070 | 5,713,070 | |||||
Common stock issued for settlement of liabilities and debt, shares | 87,000,000 | |||||||||
Common stock issued for settlement of liabilities and debt, value | $ 87,000 | 5,486,000 | 5,573,000 | 5,573,000 | ||||||
Common stock issued for debt extension, shares | 5,000,000 | |||||||||
Common stock issued for debt extension, amount | $ 5,000 | 828,000 | 833,000 | 833,000 | ||||||
Common stock issued for private placement, shares | 4,000,000 | |||||||||
Common stock issued for private placement, value | $ 4,000 | 996,000 | 1,000,000 | 1,000,000 | ||||||
Common stock issued for deposit to acquire assets, shares | 14,500,000 | |||||||||
Common stock issued for deposit to acquire assets, value | $ 14,500 | 957,000 | 971,500 | 971,500 | ||||||
Extension of warrant expiry | $ 97,894 | 97,894 | 97,894 | |||||||
Amortization of shares issued for services | $ 3,662,665 | 3,662,665 | 3,662,665 | |||||||
Net loss for the period | $ (16,884,764) | (16,884,764) | (16,884,764) | |||||||
Foreign exchange translation | $ (20,999) | $ (20,999) | $ (20,999) | |||||||
Balance Common stock, shares at Dec. 31, 2014 | 1,032,123,906 | 1,032,123,906 | 1,032,123,906 | |||||||
Balance Preferred stock, shares at Dec. 31, 2014 | 1,000,000 | |||||||||
Balance, amount at Dec. 31, 2014 | $ 1,032,124 | $ 1,000 | $ 110,256,424 | $ (4,448,696) | $ (109,393,306) | $ (20,999) | $ (2,573,452) | $ (2,573,453) | ||
Common stock issued for services, shares | 257,403,310 | |||||||||
Common stock issued for services, value | $ 257,403 | 8,768,692 | $ 6,012,368 | 3,013,728 | 3,013,728 | |||||
Common stock issued for settlement of liabilities and debt, shares | 185,828,080 | |||||||||
Common stock issued for settlement of liabilities and debt, value | $ 185,828 | 6,120,076 | 6,305,904 | $ 6,305,904 | ||||||
Common stock issued for debt extension, amount | ||||||||||
Common stock issued for private placement, shares | 10,000,000 | |||||||||
Common stock issued for private placement, value | $ 10,000 | 240,000 | 250,000 | $ 250,000 | ||||||
Common stock issued for deposit to acquire assets, shares | 20,000,000 | |||||||||
Common stock issued for deposit to acquire assets, value | $ 20,000 | 385,000 | 405,000 | $ 405,000 | ||||||
Common stock issued for stock option exercised, shares | 76,500,000 | 76,500,000 | ||||||||
Common stock issued for stock option exercised, value | $ 76,500 | $ 2,172,000 | $ (381,500) | 1,867,000 | $ 1,867,000 | |||||
Amortization of shares issued for services | $ 7,252,031 | 7,252,031 | 7,252,031 | |||||||
Net loss for the period | $ (18,623,828) | (18,623,828) | $ (513,374) | (19,137,201) | ||||||
Rounding difference | $ (1) | $ 2 | 1 | 1 | ||||||
Foreign exchange translation | $ 2,503 | 2,503 | $ 2,503 | |||||||
Balance Common stock, shares at Dec. 31, 2015 | 1,581,855,296 | 1,581,855,296 | ||||||||
Balance Preferred stock, shares at Dec. 31, 2015 | 1,000,000 | |||||||||
Balance, amount at Dec. 31, 2015 | $ 1,581,855 | $ 1,000 | $ 127,942,191 | $ (3,309,032) | $ (128,017,132) | $ (381,500) | $ (18,496) | $ (2,101,113) | $ (513,374) | $ (2,614,487) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (19,137,201) | $ (16,884,764) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,516 | |
Amortization | 206,709 | |
Stock issued for services | $ 10,109,010 | 9,375,735 |
Stock issued for debt extension | $ 833,000 | |
Stock options issued for services | $ 1,708,476 | |
Loss on equity investee | $ (115,042) | $ (90,000) |
Gain on marketable securities | 22,500 | |
(Gain)/Loss on settlement of liability | $ 75,000 | (16,447) |
Loss on settlement of debt | $ 5,700,076 | 5,341,000 |
Impairment loss on goodwill | 66,274 | |
Warrant expense | 97,894 | |
Foreign exchange transalation adjustment | $ 2,503 | (20,999) |
Changes in operating assets and liabilities: | ||
Other receivables | 30,696 | 7,973 |
Prepaid expenses and deposits | (97,626) | 97,626 |
Accounts payable | 602,121 | 755 |
Accrued expenses, primarily management fees | 197,847 | 511,256 |
NET CASH USED IN OPERATING ACTIVITES | $ (710,196) | (493,276) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Equity investment in Endocan Corporation | 10,154 | |
Advances receivable, related parties | $ 12,484 | $ (50,000) |
Repayment from advances receivable, related party | ||
CASH FLOWS USED IN INVESTING ACTIVITIES | $ 12,484 | $ (60,154) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from advances from officers | 6,000 | $ 12,548 |
Proceeds from notes payable to stockholders | 130,855 | |
Repayments of notes payable to stockholders | 204,243 | $ (450,000) |
Proceeds from common stock options exercised | 158,524 | |
Proceeds from sale of common stock | 250,000 | $ 1,000,000 |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 749,622 | 562,548 |
NET INCREASE (DECREASE) IN CASH | 51,910 | 9,118 |
CASH, BEGINNING OF PERIOD | 10,061 | 943 |
CASH, END OF PERIOD | 61,971 | 10,061 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Common stock issued for services | 9,026,096 | 10,271,135 |
Common stock issued for settlement of debt | 6,305,904 | 5,573,000 |
Debt converted into common stock | 605,828 | 87,000 |
Common stock issued for assets | $ 405,000 | 971,500 |
Common stock issued for debt extension | $ 833,000 | |
Common stock issued for options exercised | $ 2,248,500 | |
Equity investment in Endocan Corporation | $ 333,969 | |
Accounts payable paid through note payable, stockholder | $ 130,855 | $ 13,500 |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. SUMMARY OF SIGNIFICANT 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. On April 6, 2009, the Company changed its name to Cannabis Science, Inc., and obtained a new CUSIP number. On May 7, 2009 the Company common shares commenced trading under the new stock symbol OTCBB: CBIS. 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. The Company formed two operating subsidiaries Cannabis Science BV and Cannabis Science International Holding BV in The Netherlands on May 10 th th On November 15, 2013, the Company submitted a patent application N2010968 in Europe entitled "Composition for the Treatment of Neurobehavioral Disorders." The subject of the patent is development of cannabinoid-based formulations to treat a variety of neurobehavioral disorders, such as attention deficit hyperactivity disorder (ADHD), anxiety, and sleep disorders. On November 20, 2014, the Company signed an amendment to the license agreement with Apothecary Genetics Investments LLC. Pursuant to the amendment, the Company is acquiring all property, building, and equipment of Apothecary. The Company anticipated closing the purchase in fiscal 2015 once all assets are identified with supported fair market values and the transfer of land title is completed. 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 U.S. 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, 2013 were consolidated with the consolidated financial statements of the Company for the year ended December 31, 2014 and 2013. The s-type corporation of GGECO was dissolved in 2012 and all operations combined into the Company. 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. Full impairment of GGECO was recognized and all goodwill was written off at December 31, 2014. The operating results of Cannabis Consulting, Inc. (“CCI”), acquired on March 21, 2012, for the period March 21, 2012 through December 31, 2012 and January 1, 2013 through December 31, 2013 were consolidated with the consolidated financial statements of the Company. The s-type corporation of CCI was dissolved in 2012 and all operations combined into the Company’s. The Company has allocated $125,000 of the purchase price to intangibles based on an internal valuation in addition to $22,000 of goodwill. Full impairment of CCI was recognized and all goodwill was written off at December 31, 2014. In 2012, the Company formed Cannabis Science Europe GmbH (“CSE”) to operate joint-venture operations with dupetit Natural Products Ltd. The JV asset was sold to Endocan Corporation (formerly X-Change Corporation) on December 12, 2012. No operations had commenced at the time of sale of the JV asset. For the year ended December 31, 2013, CSE had minimal expenditures in the normal course of winding up the entity subsequent to the disposal of the JV asset. The Company is in the process of dissolving CSE. On May 6, 2013, the Company formed Cannabis Science International Holdings B.V. and on May 10, 2013, the Company formed Cannabis Science B.V. for the purpose of wholly-owned operating subsidiaries for the Company’s European and world-wide operations. The Company has commenced some operating activities with cultivation in Spain and product development in 2014. Mario Lap, director of the Company and director and officer of Cannabis Science B.V. manages the day-to-day operations through his private companies MLS BV and MJR BV, both Netherlands registered companies. On August 6, 2014, the Company signed a proposal letter with Michigan Green Technologies, LLC (“MGT”) to acquire an additional 30.1% equity in MGT and completed the transaction with the principals of MGT under the proposal letter on February 20, 2015 to effectively increase the Company’s equity ownership to 50.1%. As consideration for acquiring the additional 30.1% equity, the Company issued additional shares to the principals and shareholders of MGT. On May 6, 2015 the Company announced the Assets acquisition of Equi-Pharm LLC, a USA manufacturer and distributor of specialty horse and pet grooming and topical applications. The acquisition incorporates an extensive expansion plan for Equi-Pharm including "Large Animal" such as horses, cattle, sheep and the like and "Small Animal" or "Pets" include cats, dogs, pet snakes and the like for medical and cosmetic products. As consideration for acquiring the Assets, which consist of Inventory, Trademark and brand names, and goodwill, the Company issued ten million (10,000,000) shares to the shareholders of Equi-Pharm and agreed to change its company name. The acquisition was completed on November 16, 2015 and the Company has formed a new wholly owned subsidiary called Equi-Pharm LLC. In the state of Tennessee and start the operation of distributing of existing and new line of products. 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 years ended December 31, 2015 and 2014, 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 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, Fair Value Measurements, 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 (see Note 4). The estimated fair value of other 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. Goodwill and Intangible Assets Under ASC Topic 350 “Intangibles-Goodwill and Other”, goodwill is not amortized to expense, but rather that it is assessed or tested for impairment at least annually. Impairment write-downs are charged to results of operations in the period in which the impairment is determined. The Company did not identify any impairment on its outstanding goodwill from its most recent testing, which was performed as of December31, 2015. If certain events occur which might indicate goodwill has been impaired, the goodwill is tested for impairment when such events occur. Other acquired intangible assets with finite lives, such as customer lists, are required to be amortized over the estimated lives. These intangibles are generally amortized using the straight line method over estimated useful lives of five years. The Company determined no impairment on goodwill for the year ended December 31, 2015. 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 recorded no impairment loss on goodwill for the year ended December 31, 2015 and recorded an impairment loss on goodwill of $66,274 for the year ended December 31, 2014 that was included in operating expenses and resulting net operating loss. J. Research and Development Expenses Under ASC Topic 730 “Research and Development”, costs are expensed as incurred. These expenses include the costs of our proprietary R&D efforts, as well as costs incurred in connection with certain licensing arrangements. Before a compound receives regulatory approval, we record upfront and milestone payments made by us to third parties under licensing arrangements as expense. Upfront payments are recorded when incurred, and milestone payments are recorded when the specific milestone has been achieved. Once a compound receives regulatory approval, any milestone payments will be recorded as Identifiable intangible assets, less accumulated amortization and, unless the asset is determined to have an indefinite life, amortization of the payments will be on a straight-line basis over the remaining agreement term or the expected product life cycle, whichever is shorter. No identifiable intangible assets have been recorded as of December 31, 2015. K. Income Taxes Under ASC Topic 740, “Income Taxes”, the Company is 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 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. The Company is working with its accountants to prepare and file overdue federal tax returns for 2008 through 2015, which are anticipated to be completed and filed in fiscal 2016. L. Marketable Securities Under ASC Topic 210; Regulation S-X “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. N. Revenue Recognition Revenue is recognized at the time the educational materials or online seminars are provided and billed to the customer and substantially all related obligations of the Company have been performed. 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. Recent Accounting Pronouncements During the year ended December 31, 2015 and through April 11, 2016, 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. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Going Concern | |
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 $128,017,132 and had a stockholdersÂ’ deficit of $2,614,487 at December 31, 2015. 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, 2015, the Company had insufficient operating revenues and cash flow to meet its financial obligations. 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 commitment 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. |
Fair Value Measurements And Dis
Fair Value Measurements And Disclosures | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Disclosures | 3. FAIR VALUE MEASUREMENTS AND DISCLOSURES ASC Topic 820, Fair Value Measurement Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities that the Company can access at the measurement date. Level 2 Inputs to the valuation methodology are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. 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. Level 3 Inputs to the valuation methodology are unobservable inputs for the asset or liability. 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, 2015. Investment in marketable securities: Intangibles from Licensing of Purpose Haze Properties and assets acquisition of Equi-Pharm: 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, 2015 and 2014. December 31, 2014 Level 1 Level 2 Level 3 Total Investment in trading securities $ 157,500 $ — $ — $ 157,500 Intangibles from acquisitions, GGECO and CCI, net of accumulated amortization — — — — Total assets as of December 31, 2014 $ 157,500 $ — $ — $ 157,500 December 31, 2015 Level 1 Level 2 Level 3 Total Investment in trading securities $ 43,500 $ — $ — $ 43,500 Intangibles from acquisitions Equi-Pharm and License from Purpose Haze net of accumulated amortization — — 385,689 385,689 Total assets as of December 31, 2015 $ 43,500 $ — $ 385,689 $ 429,189 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. RELATED PARTY TRANSACTIONS On March 27, 2015, the Company’s CFO, Robert Kane, through his company, R Kane Holding Inc., loaned Michigan Green Technologies LLC $52,500 secured by a non-interest bearing promissory note due within 30 days of MGT liquidating shares in Cannabis Science, Inc. to repay the debt. As of February 20, 2015, the Company closed on its acquisition and now owns a majority 50.1% interest in MGT. On July 31, 2015 and August 1, 2015, R Kane Holding Inc. advanced a total of $6,000 to Dean Law Trust for payment of the Company’s expenses. Loan Payable to R Kane Holding Inc., a company controlled by Mr. Robert Kane, director and CFO totaled $58,500 and $0 at December 31, 2015 and 2014 respectively. From October 1, 2015 to December 31, 2015, Interstate 101, a shareholder of the Company, advanced $61,902.15 to the Company with no interest and no security. On October 1, 2015, Castor Management Services, a shareholder of the Company, advanced $3,164.72 to the Company with no interest and no security. At December 31, 2015, a total of $191,344 (December 31, 2014: $191,344) in loans payable was due to Bogat Family Trust, Raymond Dabney the Company’s Director and President/CEO as trustee. At December 31, 2015, $66,847 (December 31, 2014:$12,101) was due to MJR BV, owned by Mario Lap director and director and officer of EU subsidiaries. At December 31, 2015, $447 (December 31, 2014: $447) was due to Robert Melamede, former CEO. At December 31, 2015, the Company held 7,500,000 common shares in the Endocan Corporation (formerly X-Change Corporation) (OTCBB: ENDO) (“Endocan”) representing approximately 8.6% of the issued and outstanding shares of Endocan, of which 5,000,000 common shares were acquired at a fair market value of $150,000 or $0.03 on December 12, 2012 and 2,500,000 common shares were acquired at a fair market value of $262,250 or $0.1049 per share on February 8, 2013. The 5,000,000 common shares were received as consideration for the sale of its rights and interest in the dupetit Natural Products GmbH joint-venture operating agreement to Endocan under an Asset Purchase Agreement and the 2,500,000 common shares were received as consideration for the sale of its rights and interest in the Maliseet joint-venture operating agreement to Endocan under an Asset Purchase Agreement. The value of the shares at December 31, 2015and December 31, 2014 was determined to be $0.0058 and $0.021 per share or $43,500 and $157,500 respectively. The Company recorded an unrealized gain of $22,500 for the year ended December 31, 2014 when transitioned to equity method investee account. On November 5, 2014, the Company transitioned to equity method investee account for the Endocan shares pursuant to ASC 323 recording $247,500 as the fair value of the shares to its equity method investee account. On December 31, 2015, the Company recorded an impairment on the equity method investee account of $114,000 and an impairment of $90,000 for the year ended December 31, 2014 in relation to the shares. Robert Kane, CFO and director of the Company is also the CFO and a director of Endocan. Chad S. Johnson, Esq., COO, general counsel and a director is also a director and general counsel for Endocan. Raymond Dabney, CEO is the controlling shareholder of Endocan Corporation. For the year ended December 31, 2015, the following related party stock-based compensation was recorded: Related Party Position Amount Raymond Dabney 1 CEO $ 171,741 Dr. Dorothy Bray Former CEO 765,303 Dr. Richard Cowan Former CFO 922,500 Dr. Allen Herman Chief Medical Officer 271,250 Dr. Roscoe M. Moore, Jr Chair of Scientific Advisory Board 415,000 Robert Kane CFO 1,135,060 Chad S. Johnson, Esq. COO and General Counsel 773,422 Mario Lap Director 0 $ 4,454,276 1 On January 29, 2015, the Company paid from Chae Law Trust $120,000 to Old West Entertainment Corp. as instructed by Mr. Raymond Dabney CEO, as payment of management fees owing to Mr. Dabney. On April 8, 2015, the Company paid from Chae Law Trust $21,500 to Old West Entertainment Corp. as instructed by Mr. Raymond Dabney, CEO as payment of management fees owing to Mr. Dabney. On October 13, 2015, Mr. Andrew Pitsicalis, has paid $50,000 for exercise of his stock option under the August 26, 2015 Non-Statutory Option Agreement and was instructed by Mr. Raymond Dabney, CEO to pay to Old West Entertainment Corp. as payment of management fees owing to Mr. Dabney by the Company. Raymond Dabney, CEO is a controlling shareholder and Chad S. Johnson, COO/General Legal Counsel of ImmunoClin Corporation (OTC: IMCL), respectively. ImmunoClin performs laboratory services, research and pharmaceutical development for the Company through its wholly-owned subsidiary ImmunoClin Limited that operates a laboratory at the London Biosciences Centre. See Note 8 -Equity Transactions for details of stock issuances to director and officers for services. Mario Lap, a director of the Company and director and officer its European subsidiaries, is conducting various business activities of the Company in Spain under his personal name and/or his personal holding companies MJR BV and MLS Lap BV until such time as the Company is able to establish a Spanish subsidiary to conduct its own business operations and activities, including but not limited to: operating lease for farms, asset purchases, office and equipment, personnel employment and other business and operating activities as may be required from time-to-time. The Company anticipates having the Spanish subsidiary setup in fiscal 2015 at which time Mario Lap under fiduciary duty will transfer all business operating activities, agreements, and assets to the Company. Notes payable to Intrinsic Venture Corp. totaled $0 and $0 at December 31, 2015 and 2014, respectively. On July 1, 2014, IVC assigned a total of $251,371 promissory notes payable by the Company to Intrinsic Capital Corp. On October 1, 2014, IVC assigned a total of $420,000 promissory notes payable by the Company to Intrinsic Capital Corp. On November 1, 2014, IVC assigned a total of $1,108,896 promissory notes to Embella Holdings Ltd. Notes payable to Embella Holdings Ltd. totaled $1,108,896 and $1,108,896 at December 31, 2015 and 2014, respectively. As of December 31, 2015, the Company is in default on the promissory notes due and is negotiating with the debtor to extend the date. Notes payable to Intrinsic Capital Corp. totaled $231,260 and $302,088at December 31, 2015 and 2014, respectively. See Note 6. Notes payable to Richard Cowan, former director and CFO totaled $0 and $150,000 at December 31, 2015 and 2014, respectively. See Note 6. Between January 1, 2015 to March 7, 2015, R. Kane Holding Inc., a company owned by Mr. Robert Kane, director and CFO, had advanced $52,500 into Michigan Green Technologies, LLC, which is 50.1% controlled by the Company as Loan Payable to R. Kane Holding Inc. On July 25, 2014, Bogat Family Trust, Raymond Dabney trustee, representing a majority of Series A preferred stockholders, signed a resolution to approve an amendment to the certificate of designation preferences and rights for Series A preferred shares. Pursuant to the amendment filed with the Nevada Secretary of State, the voting rights of Series A preferred stockholders was changed from 1,000 votes per share to 67% of the total vote on all shareholder matters. No common stockholders voted on this amendment. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | 5. NOTES PAYABLE As of December 31, 2015, a total of $1,406,513 (December 31, 2014: $1,581,486) of notes payable are due to stockholders that are non-interest bearing and are due 12 months from the date of issue and loan origination beginning on July 23, 2014 through December 31, 2015. Promissory notes totaling $1,360,658 were in default on December 31, 2015.All promissory notes are unsecured. $150,000 in promissory notes were due to Richard Cowan, former director and CFO of the Company. On January 15, 2015, the Company entered into a debt settlement agreement and issued 15,000,000 shares of common stock on March 12, 2015 to settle the debt owed to Cowan. All promissory notes are unsecured. $130,855 in promissory notes was due to Stacey R. Lewis, stockholder of the Company. On August 20, 2015, the Company entered into a partial debt settlement agreement to retire $25,000 of the amount and issued 25,000,000 shares of common stock to partially settle the debt owed to Lewis. On October 22, 2015, the Company entered into a partial debt settlement agreement to retire $30,000 of the amount and issued 30,000,000 shares of common stock to partially settle the debt owed to Lewis. On November 13, 2015, the Company entered into another partial debt settlement agreement to retire $30,000 of the amount and issued 30,000,000 shares of common stock to partially settle the debt owed to Lewis. All promissory notes are unsecured. On February 20, 2015, the Company issued 30,828,080 shares of common stock pursuant to a debt settlement agreement with Intrinsic Capital Corp. to settle $30,828 in debt owing under December 31, 2013 note payable. On April 29, 2015, the Company issued 40,000,000 shares of common stock pursuant to a debt settlement agreement with Intrinsic Capital Corp. to settle $40,000 in debt owing under December 31, 2013 note payable. Between April 1, 2015 and December 31, 2015, Interstate 101 advanced $61,902 to the Company to pay for various expenses of the Company. On August 14, 2015, Castor Management Services advanced $3,165 to the Company to pay for expenses of the Company. As of April 11, 2016, the Company has settled the balance of $45,855 promissory notes owed to Stacey R. Lewis on February 7, 2016 and issued 45,000,000 shares of common stock pursuant to a debt settlement agreement. The Company is in default on the promissory notes due and is negotiating with the debtors to extend the due dates and/or settle the debt. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Income Taxes | 6. 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 $20,367,959 (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, 2015 and 2014, the Company had available federal and state net operating loss (NOL) carryforwards amounting to approximately $78,500,000 and $59,900,000, respectively, that are available to offset future federal and state taxable income and that expire in various periods through 2035for federal tax purposes and 2020 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, 2015 and 2014. 2015 2014 Deferred tax assets: NOL expense (benefit) $ (26,699,209 ) $ (20,367,959 ) Less: valuation allowance 26,699,209 20,367,959 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, 2015 and 2014 is as follows: 2015 2014 Income tax expense (benefit) at statutory federal rate $ (6,331,250 ) 34 % $ (5,747,959 ) 34 % State income taxes NOL limitation (Note 3) Increase (decrease) in valuation allowance 6,331,250 -34 % 5,747,959 -34 % Income tax expense (benefit) at Company's effective tax rate $ — 0 % $ — 0 % |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Equity Transactions | 7. EQUITY TRANSACTIONS The Company is authorized to issue 3,000,000,000 shares of common stock with a par value of $0.001 per share. These shares have full voting rights. There were 1,581,855,296 and 1,032,123,906 issued and outstanding as of December 31, 2015 and 2014, respectively. The Company is also authorized to issue 100,000,000 shares of common stock, Class A with a par value of $0.001 per share. These shares have 10 votes per share. There were 0 issued and outstanding as of December 31, 2015 and 2014. The Company is also authorized to issue 1,000,000 shares of preferred stock. These shares have full voting rights of 67% on all shareholder matters pursuant to amended certificate of designation filed with the Nevada Secretary of State. There were 1,000,000 issued and outstanding as of December 31, 2015 and 2014. 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. As of December 31, 2014, the Company has issued 47,250,000 common shares as compensation under the plan to various executives and consultants of the Company. On April 28, 2014, the Company filed a Form S-8 (file no. 333-195510) registering 6,500,000 common shares under a 2014 Stock Compensation Plan A. As of December 31, 2014, the Company has issued 6,000,000 common shares as compensation under the plan to various executives and consultants of the Company. On July 25, 2014, Bogat Family Trust, Raymond Dabney trustee, representing a majority of Series A preferred stockholders, signed a shareholder resolution to approve an amendment to the certificate of designation preferences and rights for Series A preferred shares. Pursuant to the amendment filed with the Nevada Secretary of State, the voting rights of Series A preferred stockholders was changed from 1,000 votes per share to 67% of the total vote on all shareholder matters. No common stockholders voted on this resolution or amendment. On September 22, 2014, the Company filed a Certificate of Amendment with the Nevada Secretary of State to increase its authorized from 951,000,000 to 1,601,000,000 shares. The number of authorized shares of common stock increased from 850,000,000 to 1,500,000,000. On October 10, 2014, the Company filed a Form S-8 (file no. 333-199251) registering 6,500,000 common shares under a 2014 Stock Compensation Plan B. As of December 31, 2014, the Company has issued 6,000,000 common shares as compensation under the plan to various executives and consultants of the Company. On December 5, 2014, the Company filed a Form S-8 (file no. 333-200747) registering 50,000,000 common shares under a 2014 Stock Compensation Plan C. As of December 31, 2014, the Company has issued 39,960,310 common shares as compensation under the plan to various executives and consultants of the Company. On March 25, 2015, the Company filed a Form S-8 (file no. 333-202982) registering 50,000,000 common shares under a 2015 Stock Compensation Plan. As of December 31, 2015, the Company has issued 46,448,000 common shares as compensation under the plan to various executives and consultants of the Company. On August 18, 2015, the Company filed a Form S-8 (file no. 333-206443) registering 50,000,000 common shares and 100,000,000 incentive stock options or Non-Statutory Stock Options under a 2015 Equity Award Plan. As of December 31, 2015, the Company has issued 47,000,000 common shares as compensation and has issued 2,500,000 Incentive Stock Options exercisable at $0.04 a share and 76,500,000 Non-Statutory Stock Options exercisable at $0.01 a share under the plan to various consultants and managements of the Company and 76,500,000 Non-Statutory Stock Options have been exercised at $0.01 a share. During the year ended December 31, 2015, the Company issued the following common stock: During the fiscal year ended December 31, 2015, we sold the following shares in an unregistered offering: On January 20, 2015, the Company issued a private placement offering to an accredited investor for 10,000,000 commonshares at $0.025 per share. Gross proceeds of $250,000 under the private placement offering were received by the Company. 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, 2015, the Company issued stock pursuant to consulting agreements with several parties as follows: On January 1, 2015, the Company issued 5,000,000 Rule 144 restricted shares of common stock with a fair market value of $275,500 to Chad S. Johnson, COO/General Legal Counsel for services under a November 25, 2014 management agreement. On January 1, 2015, the Company entered into an agreement and issued 545,000 shares of S-8 registered free-trading common stock with a fair market value of $30,029.50 to a consultant for services. On January 15, 2015, the Company entered into an agreement and issued 15,000,000 shares of Rule 144 restricted common stock with a fair market value of $922,500 to Richard Cowan, former CFO for services. On January 15, 2015, the Company issued 15,000,000 shares of Rule 144 restricted common stock with a fair market value of $922,500 for settlement of $150,000 in liabilities. Loss on the settlement was $772,500. On January 18, 2015, Mario Lap, the Company’s director and director and officer of EU subsidiaries, loaned $4,031 to Cannabis Science BV a wholly-owned subsidiary of the Company. On January 20, 2015, the Company entered into an agreement and issued 5,000,000 shares of Rule 144 restricted common stock with a fair market of $322,500 and 8,240,310 shares of S8 registered free-trading common stock with a fair market value of $525,671 to Robert Kane, CFO for services. On January 27, 2015, the Company issued 4,318,000 shares S-8 registered free-trading common stock with a fair market value of $237,922 to Chad S. Johnson, COO/General Council for services under November 25, 2014 agreement. On January 29, 2015, the Company paid $120,000 in cash to Old West Entertainment Corp. as instructed by Raymond Dabney, CEO, as payment of management fees owing to Mr. Dabney. On January 31, 2015, the Company issued 2,726,000 shares of S-8 registered common stock with a fair market value of$150,203 to Dr. Dorothy Bray, former CEO, for services under November 5, 2014 agreement. On January 31, 2015, the Company issued 2,726,000 shares of S-8 registered common stock with a fair market value of $150,203 to Raymond Dabney, CEO, for services under November 5, 2014 agreement. On February 20, 2015, the Company entered into an agreement and issued 300,000 shares of Rule 144 restricted common stock with a fair market value of $15,300 to each of four consultants to services in conjunction with the MGT acquisition. On March 3, 2015, the Company entered into an agreement and issued 5,000,000 shares of S-8 registered free-trading common stock and 7,500,000 shares of Rule 144 restricted common stock with a fair market value of $625,000 to John Dalaly, President of MGT for services in conjunction with the MGT acquisition. On March 16, 2015, the Company entered into two agreements and issued 2,500,000 shares of Rule 144 restricted common stock and 2,500,000 shares of S8 registered common stock with a fair market value of $255,000 to each of the two consultants. On March 16, 2015, the Company entered into an agreement and issued 5,000,000 shares of Rule 144 restricted common stock and 2,500,000 shares of S8 registered common stock with a fair market value of $382,500 to a consultant for services. On March 16, 2015, the Company entered into an agreement and effectively issued 1,000,000 shares of S-8 registered free-trading common stock with a fair market value of $51,000 to a consultant for services. On March 26, 2015, the Company entered into an agreement and effectively issued 5,000,000 shares of S-8 registered free-trading common stock with a fair market value of $222,500 to a consultant for legal advisory services for European operations. On March 26, 2015, the Company entered into an agreement and effectively issued 3,000,000 shares of S-8 registered free-trading common stock with a fair market value of $133,500 to a consultant for services. On March 26, 2015, the Company entered into an agreement and effectively issued 2,500,000 shares of Rule 144 restricted common stock with a fair market value of $111,250 in addition to 2,500,000 stock options exercisable at $0.04 per share to a consultant for investor relations services. On March 26 2015, the Company entered into an agreement and effectively issued 5,000,000 shares of Rule 144 restricted common stock with a fair market value of $222,800 to a legal consultant in Europe for the Company’s wholly owned subsidiary. On April 20, 2015, the Company entered into an agreement with an American legal group for legal services to be provided and effectively issued 5,000,000 shares of Rule 144 restricted common stock with a fair market value of $168,000 as retainer for services to be rendered. On April 29, 2015, the Company issued 40,000,000 common shares for settlement of $40,000 of stockholder debt with Intrinsic Capital Corp., for a loss on settlement of $1,360,000, from the stockholder notes payable originating on December 31, 2013. On April 30, 2015, the Company issued 10,000,000 shares S-8 registered free-trading common stock with a fair market value of $350,000 to Robert Kane, CFO/Director under January 20, 2015 agreement. On April 30, 2015, the Company issued 1,500,000 shares S-8 registered free-trading common stock with a fair market value of $56,500 and 1,000,000 shares of Rule 144 restricted common stock with a fair market value of $35,000 to a consultant under January 10, 2014 agreement. On April 30, 2015, the Company issued 5,000,000 shares of Rule 144 restricted common stock with a fair value of $222,800 to a legal firm for an engagement agreed on March 26, 2015 for the Company’s European legal requirements. On April 30, 2015, the Company issued 3,500,000 shares S-8 registered free-trading common stock with a fair market value of $169,050 to a consulting firm under March 9, 2015 Research Service Agreement. On April 30, 2015, the Company issued 5,000,000 shares of S-8 registered common stock with a fair market value of $175,000 to Dr. Dorothy Bray, former CEO, for services under November 5, 2014 agreement. On April 30 2015, the Company issued 10,000,000 shares of S-8 registered free-trading common stock with a fair market value of $350,000 to Chad S. Johnson, COO/General Legal Counsel for services under a November 25, 2014 management agreement. On April 30, 2015, the Company issued 2,500,000 shares of S-8 registered free-trading common stock with a fair market value of $95,000 to a consultant under April 24, 2015 Management Agreement. On April 30, 2015, the Company issued 5,000,000 shares of S-8 registered free-trading common stock with a fair market value of $175,000 to a consultant under April 29, 2015 Consulting Agreement. On April 30, 2015, the Company issued 3,500,000 shares of S-8 registered free-trading common stock with a fair market value of $122,500 to John Dalaly, President of Michigan Green Technologies, LLC for management services under March 3, 2015 Management Agreement. On April 30, 2015, the Company issued 948,000 shares of S-8 registered free-trading common stock with a fair market value of $33,180 to a consultant for services under November 19, 2014 Consulting Agreement. On May 21, 2015, the Company issued 5,000,000 shares of Rule 144 restricted common stock with a fair market value of $148,000 to IGX Bio, Inc. pursuant to the joint development agreement with the Company. On July 1, 2015, the Company issued 1,500,000 shares of S-8 registered free-trading common stock with a fair value of $30,750 to a consultant under November 20, 2014 Management Agreement. On July 7, 2015, the Company entered into a Non-Exclusive Commercial Licensing and Franchise Option Agreement with Purple Haze Properties LLC and agreed to issue 10,000,000 shares of Rule 144 restricted common stock with a fair value of $205,000. These shares were issued on January 26, 2016. On July 14, 2015, the Company entered a management agreement with a consultant and agreed to issue 1,000,000 shares of Rule 144 restricted common stock with a fair value of $20,500. On July 16, 2015, the Company issued 10,000,000 shares of Rule 144 restricted common stock for the Assets Purchases from Equi-Pharm. The agreement was not completed until November 16, 2015 and the market value of $200,000 on November 16, 2015 was used. On August 18, 2015, the Company entered a consulting agreement with a consultant and agreed to issue 2,500,000 shares of Rule 144 restricted common stock and 2,500,000 shares of S-8 registered free trading common stock with a fair market value of $174,500. On August 20, 2015, the Company issued 25,000,000 common shares for settlement of $25,000 on part of the $55,0810 stockholder debt with Stacey Lewis, for a loss on settlement of $770,000, from the stockholder notes payable originating on February 18, 2015. On September 1, 2015, the Company issued 5,000,000 shares of S-8 registered free-trading common stock with a fair market value of $175,000 to an officer of the Company’s wholly owned subsidiary in Europe under September 1, 2015 management agreement. On September 2, 2015, the Company approved dividend paid in the form of common stocks and warrants. The fair value of the dividends was $473,527. In March 2016, the Financial Industry Regulatory Authority (FINRA) has refused the approval of the dividend and the dividends was not recorded as of December 31, 2015. On October 13, 2015, the Company issued 5,000,000 shares of S-8 registered free-trading common stock with a fair market value on November 16, 2015 of $140,000 to the Chief Operating Officer of Equi-Pharm, LLC for management of the Company’s wholly owned subsidiary, Equi-Pharm, LLC. Incorporated on November 16, 2015. On October 13, 2015, the Company issued 1,500,000 shares of S-8 registered free-trading common stock with a fair market value of $42,000 to John Dalaly, President of MGT for services under March 3, 2015 Management Agreement. On November 1, 2015, the Company issued 7,500,000 shares of R144 restricted common stock for investor relation services with a fair market value of $172,500 under a consulting agreement. On November 5, 2015, the Company was to issue 2,000,000 shares of R144 restricted common stock to Mr. Raymond Dabney under November 5, 2014 management agreement. This shares were issued on March 8, 2015 with a fair market value of $21,538. On December 2, 2015, the Company issued 1,000,000 shares of R144 restricted common stock for a 3 months consulting service with a fair market value of $17,500 under a service agreement. On December 3, 2015, the Company issued 26,000,000 shares of S-8 registered free-trading common stock with a fair market value of $452,400 to Dr. Dorothy Bray, former CEO, for services under November 5, 2014 agreement. On December 3, 2015, the Company issued 10,500,000 shares of Rule 144 restricted common stock with a fair market value of $182,700 to BHD Holdings BV, a company controlled by Dr. Dorothy Bray, former CEO, for services under November 5, 2014 agreement. On December 3, 2015, the Company issued 12,000,000 shares of S-8 registered free-trading common stock with a fair market value of $208,800 to Dr. Khadija Benlhassan for consulting services under November 25, 2014 agreement. On December 3, 2015, the Company issued 8,000,000 shares of Rule 144 restricted common stock with a fair market value of $139,200 to KBLH BV for consulting services under November 25, 2014 agreement. On December 3, 2015, the Company issued 7,500,000 shares of Rule 144 restricted common stock with a fair market value of $130,500 to John Dalaly, President of MGT for services under March 3, 2015 Management Agreement. On December 9, 2015, the Company issued 20,000,000 shares of Rule 144 restricted common stock with a fair market value of $326,000 to Immunoclin Limited, a company indirectly controlled by Mr. Raymond Dabney, CEO of the Company through Castor Management Services, Inc. with Dr. Dorothy Bray, for research and development services under December 9, 2015 agreement. On December 30, 2015, the Company cancelled and void 300,000 shares of Rule 144 restricted common stock issued on February 20, 2015 with a fair market value of $15,300 to a consultant who returned the shares and resigned from the services due to conflict of interest with the Michigan Green Technologies, LLC. During the year ended December 31, 2015, the Company issued stock pursuant to debt settlement agreements as follows: On January 15, 2015, the Company entered into a debt settlement agreement and issued 15,000,000 shares of common stock on March 12, 2015 to Richard Cowan, former director and CFO, to settle $150,000 in promissory notes originating on November 6, 2013 for a loss on settlement of $772,500. On February 20, 2015, the Company issued 30,828,080 common shares for settlement of $30,828 of stockholder debt with Intrinsic Capital Corp., for a loss on settlement of $1,510,576, from the stockholder notes payable originating on July 23, 2013 ($18,328), August 15, 2013 ($1,250), August 30, 2013 ($1,250), and September 9, 2013 ($10,000). On April 29, 2015, the Company issued 40,000,000 shares of common stock pursuant to a debt settlement agreement with Intrinsic Capital Corp. to settle $40,000 in debt owing under December 31, 2013 note payable for a loss on settlement of $1,360,000. On August 20, 2015, the Company entered into a partial debt settlement agreement with Stacey R. Lewis, a stockholder of the Company, to retire $25,000 of the $55,810 in promissory notes originated on February 18, 2015 and issued 25,000,000 shares of common stock to partially settle the debt for a loss on settlement of $770,000. On October 22, 2015, the Company entered into a partial debt settlement agreement with Stacey R. Lewis to retire $30,000 of the $55,810 in promissory notes originated on February 18, 2015 and issued 30,000,000 shares of common stock to partially settle the debt for a loss on settlement of $723,000. On November 13, 2015, the Company entered into a partial debt settlement agreement with Stacey R. Lewis to retire $30,000 of the $75,044 in promissory notes originated on March 21, 2015 and issued 30,000,000 shares of common stock to partially settle the debt for a loss on settlement of $564,000. The aforementioned shares for the settlement of debts were issued without legend under an exemption under Rule 144(b)(1) of the Act. Over six months has passed since the debts accrued on the books of the Company; the Seller is not now, and during the three month period preceding the transaction has not been considered an “affiliate” of the Company. Furthermore, pursuant to Rule 144(d)(1)(i) the Company is, and has been for a period of at least 90 days immediately before the proposed sale, subject to the reporting requirements of section 13 or 15(d) of the Securities and Exchange Act of 1934, and the proposed resale of the Shares in addition to the Company not being considered a shell company under Rule 144(i)(1). All relating shares were issued to settle the debts. Stock Options: The following options were issued to the Company’s V.P of investor relations, CFO and Director for services under a September 16, 2011 agreement: (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 twenty cents ($0.20) per share; (iii) the option to purchase 500,000 common shares at thirty-five cents ($0.35) per share; and (iv) the option to purchase 1,000,000 common shares at fifty cents ($0.50) per share. On August 16, 2015 the Company approved and registered 100,000,000 common stock option at an exercise price of $0.01 under the Company’s 2015 Equity Award Plan and entered into 10 Non-Statutory Stock Option Agreements with certain consultants on August 26, 2015 for 60,000,000 common shares, and on September 22, 2015 for 1,500,000 common shares with one consultant, and on December 4, 2015 for 15,000,000 with two consultants for a total of 76,500,000 common shares. A summary of the status of the Company’s option grants as of December 31, 2015 and the changes during the period then ended is presented below: Shares Weighted-Average Outstanding December 31, 2014 1,700,000 $ 0.410 Granted 79,000,000 $ 0.011 Exercised 76,500,000 $ 0.010 Expired — — Outstanding December 31, 2015 4,200,000 $ 0.195 Options exercisable at December 31, 2015 4,200,000 $ 0.195 1,700,00 shares of these options at an exercise price of $0.17a share do no expire and continuing indefinitely for the duration of existing management agreement and services thereunder with Robert Kane and 2,500,000 shares at an exercise price of $0.04 a share expires on March 25, 2016. The weighted average fair value at date of grant for options during year ended December 31, 2015 was estimated using the Black-Scholes option valuation model with the following: Average expected life in years 2 Average risk-free interest rate 2.00 % Average volatility 75 % Dividend yield 0 % |
Equipment
Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Equipment | |
Equipment | 8. EQUIPMENT Net Book Value Cost Accumulated Depreciation December 31, 2015 December 31, 2014 Equipment $ 3,000 $ 3,000 $ — $ — Laboratory equipment — — — — Software 5,000 5,000 — — Computers 5,716 5,716 — — $ 13,716 $ 13,716 $ — $ — 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. |
Deposits
Deposits | 12 Months Ended |
Dec. 31, 2015 | |
Deposits | |
Deposits | 9. DEPOSITS On February 9, 2012, the Company signed a license agreement with Apothecary 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 to investing $250,000 in research and development in the first 24 months. Apothecary failed to meet several contract provisions including investing $250,000 in R&D, setting up a laboratory facility, and reporting and remitting license fees owing to the Company. On November 20, 2014, the Company signed an amendment to the license agreement. Pursuant to the amendment, the Company is acquiring all property, building, and equipment of Apothecary in exchange for 14,500,000 Rule 144 restricted stock with a fair market value of $971,500. The Company recorded an equivalent deposit for the year ended December 31, 2015 until the acquisition of assets closes, which is anticipated during fiscal 2016 once all assets are identified with supported fair market values and the transfer of land title is completed. |
Equity Method Investee
Equity Method Investee | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investee | |
Equity Method Investee | 10. EQUITY METHOD INVESTEE On November 5, 2014, the Company accounted for its investment and loans in Endocan Corporation using the equity method pursuant to ASC 323 – Investments – Equity Method and Joint Ventures. In accordance with ASC 323, when the Company does not have a controlling financial interest in an entity but exerts significant influence over the entity’s operating and financial policies, the Company accounts for its investment in accordance with the equity method of accounting. This generally applies to cases in which the Company owns a voting or economic interest of between 20 and 50 percent. The accounting using the equity method is in conjunction with appointment of Raymond Dabney as CEO and director of the Company on November 5, 2014, in addition to Mr. Dabney being a controlling shareholder of the Company since September 2009 and a controlling shareholder of Endocan Corporation since June 2013. Therefore, the Company was deemed to have significant influence and control of Endocan Corporation. On November 5, 2014, the Company recorded $247,500 in marketable securities and $85,427 (based on currency converted as of December 31, 2015) in loans to Endocan Corporation to its equity method investee account in accordance with ASC 323. An impairment on the equity method investee account of $114,000 was recognized for the year ended December 31, 2015 in addition to an impairment of $90,000 for the year ended December 31, 2014 due to the non-temporary decline in the value of Endocan marketable securities. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Intangible Assets | 11. INTANGIBLE ASSETS December 31, 2015 December 31, 2014 Intellectual assets, primarily intellectual property and goodwill $ 830,988 $ 445,299 Less accumulated amortization (445,299 ) (445,299 ) Total intangible assets, net $ 385,689 $ — 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). The Company determined impairment, no amortization at December 31, 2015and fully amortized all intangibles at December 31, 2014. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS Subsequent to the year ended December 31, 2015, the following transactions occurred: On January 11, 2016, the Company issued 15,500,000 shares of R144 restricted common stock to Apothecary Genetics Investments with a fair market value of $181,350 for amendment to a property license agreement on February 9, 2012. On January 20, 2016, the Company issued 10,000,000 shares S-8 registered free-trading common stock under Option Agreement of 2015 Equity Award Plan with exercise price at $0.01 and a fair market value of $117,000 to a consultant. On February 7, 2016, the Company entered into a partial debt settlement agreement with Stacey R. Lewis to retire $45,000 of the $75,044 in promissory notes originated on March 21, 2015 and issued 45,000,000 shares of common stock to partially settle the debt for a loss on settlement of $589,500. On February 22, 2016, the Company issued 7,000,000 shares S-8 registered free-trading common stock under Option Agreement of 2015 Equity Award Plan with exercise price at $0.01 and a fair market value of $86,100 to a consultant under management agreement. On February 22, 2016, the Company issued 6,500,000 shares S-8 registered free-trading common stock under Option Agreement of 2016 Equity Award Plan with exercise price at $0.01 and a fair market value of $79,950 to a consultant under management agreement. On February 24, 2016, the Company issued 25,000,000 shares S-8 registered free--trading common stock under Option Agreement of 2016 Equity Award Plan with exercise price at $0.01 and a fair market value of $300,000 to a consultant under management agreement. On March 8, 2016, the Company issued 18,000,000 shares R144 restricted common stock to Raymond Dabney, CEO of the Company with a fair market value of $193,842 for bonus under November 5, 2014 management agreement. On March 8, 2016, the Company issued 20,000,000 shares R144 restricted common stock to MLS Lap BV, a company controlled a director of the Company with a fair market value of $215,380 for bonus under June 24, 2013 management agreement. On March 8, 2016, the Company issued 20,000,000 shares R144 restricted common stock to Chad Johnson, COO/General Council with a fair market value of $215,380 for bonus and services under November 25, 2014 agreement. On March 8, 2016, the Company issued 20,000,000 shares R144 restricted common stock to Robert Kane, CFO/director of the Company with a fair market value of $215,380 for bonus and services under January 20, 2015 agreement. On March 22, 2016, the Company issued 15,000,000 shares of S-8 registered free-trading common stock under Option Agreement of 2015 Equity Plan with exercise price at $0.01 and a fair market value of $226,500 to a consultant under management agreement. On March 22, 2016, the Company issued 5,000,000 shares of S-8 registered free-trading common stock under Option Agreement of 2016 Equity Plan with exercise price at $0.01 and a fair market value of $75,500 to a consultant under management agreement. On March 22, 2016, the Company issued 10,000,000 shares of S-8 registered free-trading common stock under Option Agreement of 2016 Equity Plan with exercise price at $0.01 and a fair market value of $151,000 to a consultant under management agreement. On March 22, 2016, the Company issued 15,000,000 shares of S-8 registered free-trading common stock under Option Agreement of 2016 Equity Plan with exercise price at $0.01 and a fair market value of $226,500 to a consultant under management agreement. On March 22, 2016, the Company issued 10,000,000 shares of S-8 registered free-trading common stock under Scientific Advisory Board Agreement of the 2016 Equity Plan with a fair market value of $151,000. Common shares reconciliation table: Issued and outstanding as of December 31, 2015 1,581,855,296 Pending to be issued shares include in 2014 and 2015 balances (8,350,000 ) Shares voided but not removed from Securities Transfer Corp. 300,000 Subsequent event issuances 242,000,000 Unissued and outstanding as of April 11, 2016 1,815,805,296 |
Summary Of Significant Accoun19
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies Policies | |
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. On April 6, 2009, the Company changed its name to Cannabis Science, Inc., and obtained a new CUSIP number. On May 7, 2009 the Company common shares commenced trading under the new stock symbol OTCBB: CBIS. 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. The Company formed two operating subsidiaries Cannabis Science BV and Cannabis Science International Holding BV in The Netherlands on May 10 th th On November 15, 2013, the Company submitted a patent application N2010968 in Europe entitled "Composition for the Treatment of Neurobehavioral Disorders." The subject of the patent is development of cannabinoid-based formulations to treat a variety of neurobehavioral disorders, such as attention deficit hyperactivity disorder (ADHD), anxiety, and sleep disorders. On November 20, 2014, the Company signed an amendment to the license agreement with Apothecary Genetics Investments LLC. Pursuant to the amendment, the Company is acquiring all property, building, and equipment of Apothecary. The Company anticipated closing the purchase in fiscal 2015 once all assets are identified with supported fair market values and the transfer of land title is completed. |
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 U.S. 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, 2013 were consolidated with the consolidated financial statements of the Company for the year ended December 31, 2014 and 2013. The s-type corporation of GGECO was dissolved in 2012 and all operations combined into the Company. 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. Full impairment of GGECO was recognized and all goodwill was written off at December 31, 2014. The operating results of Cannabis Consulting, Inc. (“CCI”), acquired on March 21, 2012, for the period March 21, 2012 through December 31, 2012 and January 1, 2013 through December 31, 2013 were consolidated with the consolidated financial statements of the Company. The s-type corporation of CCI was dissolved in 2012 and all operations combined into the Company’s. The Company has allocated $125,000 of the purchase price to intangibles based on an internal valuation in addition to $22,000 of goodwill. Full impairment of CCI was recognized and all goodwill was written off at December 31, 2014. In 2012, the Company formed Cannabis Science Europe GmbH (“CSE”) to operate joint-venture operations with dupetit Natural Products Ltd. The JV asset was sold to Endocan Corporation (formerly X-Change Corporation) on December 12, 2012. No operations had commenced at the time of sale of the JV asset. For the year ended December 31, 2013, CSE had minimal expenditures in the normal course of winding up the entity subsequent to the disposal of the JV asset. The Company is in the process of dissolving CSE. On May 6, 2013, the Company formed Cannabis Science International Holdings B.V. and on May 10, 2013, the Company formed Cannabis Science B.V. for the purpose of wholly-owned operating subsidiaries for the Company’s European and world-wide operations. The Company has commenced some operating activities with cultivation in Spain and product development in 2014. Mario Lap, director of the Company and director and officer of Cannabis Science B.V. manages the day-to-day operations through his private companies MLS BV and MJR BV, both Netherlands registered companies. On August 6, 2014, the Company signed a proposal letter with Michigan Green Technologies, LLC (“MGT”) to acquire an additional 30.1% equity in MGT and completed the transaction with the principals of MGT under the proposal letter on February 20, 2015 to effectively increase the Company’s equity ownership to 50.1%. As consideration for acquiring the additional 30.1% equity, the Company issued additional shares to the principals and shareholders of MGT. On May 6, 2015 the Company announced the Assets acquisition of Equi-Pharm LLC, a USA manufacturer and distributor of specialty horse and pet grooming and topical applications. The acquisition incorporates an extensive expansion plan for Equi-Pharm including "Large Animal" such as horses, cattle, sheep and the like and "Small Animal" or "Pets" include cats, dogs, pet snakes and the like for medical and cosmetic products. As consideration for acquiring the Assets, which consist of Inventory, Trademark and brand names, and goodwill, the Company issued ten million (10,000,000) shares to the shareholders of Equi-Pharm and agreed to change its company name. The acquisition was completed on November 16, 2015 and the Company has formed a new wholly owned subsidiary called Equi-Pharm LLC. In the state of Tennessee and start the operation of distributing of existing and new line of products. |
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 years ended December 31, 2015 and 2014, 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 | F. Long-Lived Assets 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, Fair Value Measurements, 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 (see Note 4). The estimated fair value of other 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. |
Goodwill and Intangible Assets | I. Goodwill and Intangible Assets Under ASC Topic 350 “Intangibles-Goodwill and Other”, goodwill is not amortized to expense, but rather that it is assessed or tested for impairment at least annually. Impairment write-downs are charged to results of operations in the period in which the impairment is determined. The Company did not identify any impairment on its outstanding goodwill from its most recent testing, which was performed as of December31, 2015. If certain events occur which might indicate goodwill has been impaired, the goodwill is tested for impairment when such events occur. Other acquired intangible assets with finite lives, such as customer lists, are required to be amortized over the estimated lives. These intangibles are generally amortized using the straight line method over estimated useful lives of five years. The Company determined no impairment on goodwill for the year ended December 31, 2015. 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 recorded no impairment loss on goodwill for the year ended December 31, 2015 and recorded an impairment loss on goodwill of $66,274 for the year ended December 31, 2014 that was included in operating expenses and resulting net operating loss. |
Research and Development Expenses | J. Research and Development Expenses Under ASC Topic 730 “Research and Development”, costs are expensed as incurred. These expenses include the costs of our proprietary R&D efforts, as well as costs incurred in connection with certain licensing arrangements. Before a compound receives regulatory approval, we record upfront and milestone payments made by us to third parties under licensing arrangements as expense. Upfront payments are recorded when incurred, and milestone payments are recorded when the specific milestone has been achieved. Once a compound receives regulatory approval, any milestone payments will be recorded as Identifiable intangible assets, less accumulated amortization and, unless the asset is determined to have an indefinite life, amortization of the payments will be on a straight-line basis over the remaining agreement term or the expected product life cycle, whichever is shorter. No identifiable intangible assets have been recorded as of December 31, 2015. |
Income Taxes | K. Income Taxes Under ASC Topic 740, “Income Taxes”, the Company is 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 | Unfiled 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. The Company is working with its accountants to prepare and file overdue federal tax returns for 2008 through 2015, which are anticipated to be completed and filed in fiscal 2016. |
Marketable Securities | L. Marketable Securities Under ASC Topic 210; Regulation S-X “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. |
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 substantially all related obligations of the Company have been performed. License fees and joint-venture profit sharing when evidenced by executed agreements, and other fees are recognized when earned and collection is reasonably assured. |
Recent Accounting Pronouncements | O. Recent Accounting Pronouncements During the year ended December 31, 2015 and through April 11, 2016, 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 CompanyÂ’s financial statements. |
Fair Value Measurements And D20
Fair Value Measurements And Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements And Disclosures Tables | |
Schedule of Fair Value Measurement of Liabilities and Assests | The following tables set forth by level, within the fair value hierarchy, the Company’s liabilities at fair value as of December 31, 2015 and 2014. December 31, 2014 Level 1 Level 2 Level 3 Total Investment in trading securities $ 157,500 $ — $ — $ 157,500 Intangibles from acquisitions, GGECO and CCI, net of accumulated amortization — — — — Total assets as of December 31, 2014 $ 157,500 $ — $ — $ 157,500 December 31, 2015 Level 1 Level 2 Level 3 Total Investment in trading securities $ 43,500 $ — $ — $ 43,500 Intangibles from acquisitions Equi-Pharm and License from Purpose Haze net of accumulated amortization — — 385,689 385,689 Total assets as of December 31, 2015 $ 43,500 $ — $ 385,689 $ 429,189 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions Tables | |
Schedule of Stock Based Compensation with Related Party | For the year ended December 31, 2015, the following related party stock-based compensation was recorded: Related Party Position Amount Raymond Dabney 1 CEO $ 171,741 Dr. Dorothy Bray Former CEO 765,303 Dr. Richard Cowan Former CFO 922,500 Dr. Allen Herman Chief Medical Officer 271,250 Dr. Roscoe M. Moore, Jr Chair of Scientific Advisory Board 415,000 Robert Kane CFO 1,135,060 Chad S. Johnson, Esq. COO and General Counsel 773,422 Mario Lap Director 0 $ 4,454,276 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes Tables | |
Schedule of Deferred Tax Assets | The following table sets forth the significant components of the net deferred tax assets for operations in the US as of December 31, 2015 and 2014. 2015 2014 Deferred tax assets: NOL expense (benefit) $ (26,699,209 ) $ (20,367,959 ) Less: valuation allowance 26,699,209 20,367,959 Net deferred tax assets $ — $ — |
Schedule of Reconciliation of Income Tax Expense | 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, 2015 and 2014 is as follows: 2015 2014 Income tax expense (benefit) at statutory federal rate $ (6,331,250 ) 34 % $ (5,747,959 ) 34 % State income taxes NOL limitation (Note 3) Increase (decrease) in valuation allowance 6,331,250 -34 % 5,747,959 -34 % Income tax expense (benefit) at Company's effective tax rate $ — 0 % $ — 0 % |
Equity Transactions (Tables)
Equity Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity Transactions Tables | |
Schedule of Stock Options Outstanding | A summary of the status of the Company’s option grants as of December 31, 2015 and the changes during the period then ended is presented below: Shares Weighted-Average Outstanding December 31, 2014 1,700,000 $ 0.410 Granted 79,000,000 $ 0.011 Exercised 76,500,000 $ 0.010 Expired — — Outstanding December 31, 2015 4,200,000 $ 0.195 Options exercisable at December 31, 2015 4,200,000 $ 0.195 |
Schedule of Weighted Average Fair Value Assumptions of Stock Option | The weighted average fair value at date of grant for options during year ended December 31, 2015 was estimated using the Black-Scholes option valuation model with the following: Average expected life in years 2 Average risk-free interest rate 2.00 % Average volatility 75 % Dividend yield 0 % |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equipment Tables | |
Schedule of Property Plant and Equipment Assets | Net Book Value Cost Accumulated Depreciation December 31, 2015 December 31, 2014 Equipment $ 3,000 $ 3,000 $ — $ — Laboratory equipment — — — — Software 5,000 5,000 — — Computers 5,716 5,716 — — $ 13,716 $ 13,716 $ — $ — |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets Tables | |
Schedule of Intangible Assets | December 31, 2015 December 31, 2014 Intellectual assets, primarily intellectual property and goodwill $ 830,988 $ 445,299 Less accumulated amortization (445,299 ) (445,299 ) Total intangible assets, net $ 385,689 $ — |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events Tables | |
Schedule of Common Shares Reconciliation Table | Common shares reconciliation table: Issued and outstanding as of December 31, 2015 1,581,855,296 Pending to be issued shares include in 2014 and 2015 balances (8,350,000 ) Shares voided but not removed from Securities Transfer Corp. 300,000 Subsequent event issuances 242,000,000 Unissued and outstanding as of April 11, 2016 1,815,805,296 |
Fair Value Measurements And D27
Fair Value Measurements And Disclosures (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in trading securities | $ 43,500 | $ 157,500 |
Intangibles from acquisition, net of accumulated amortization | 385,689 | |
Total assets | 429,189 | $ 157,500 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in trading securities | $ 43,500 | $ 157,500 |
Intangibles from acquisition, net of accumulated amortization | ||
Total assets | $ 43,500 | $ 157,500 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in trading securities | ||
Intangibles from acquisition, net of accumulated amortization | ||
Total assets | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in trading securities | ||
Intangibles from acquisition, net of accumulated amortization | $ 385,689 | |
Total assets | $ 385,689 |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended | |
Dec. 31, 2015USD ($) | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | $ 4,454,276 | |
Raymond Dabney - CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | 171,741 | [1] |
Dr. Dorothy Bray - Former CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | 765,303 | |
Dr.Richard Cowan - Former CFO [Member] | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | 922,500 | |
Dr. Allen Herman - Cheif Medical Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | 271,250 | |
Dr. Roscoe M. Moore - Chair Of Scientific Advisory Board [Member} | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | 415,000 | |
Robert Kane - CFO [Member] | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | 1,135,060 | |
Chad S. Johnson, Esq. - COO And General Counsel [Member] | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | 773,422 | |
Mario Lap - Director [Member] | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | $ 0 | |
[1] | Including compensation to entities beneficially owned/control by the related parties |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
NOL expense (benefit) | $ 26,699,209 | $ 20,367,959 |
Less: valuation allowance | $ 26,699,209 | $ 20,367,959 |
Net deferred tax assets |
Income Taxes (Schedule Of Recon
Income Taxes (Schedule Of Reconciliation Of Income Tax Expense) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Amount Reconciliation | ||
Income tax expense (benefit) at statutory federal rate | $ (6,331,250) | $ (5,747,959) |
State income taxes | ||
NOL limitation (Note 3) | ||
Increase (decrease) in valuation allowance | $ 6,331,250 | $ 5,747,959 |
Income tax expense (benefit) at Company's effective tax rate | ||
Effective Income Tax Rate Reconciliation | ||
Income tax expense (benefit) at statutory federal rate | 34.00% | 34.00% |
State income taxes | ||
NOL limitation (Note 3) | ||
Increase(decrease) in valuation allowance | 34.00% | 34.00% |
Income tax expense (benefit) at Company's effective tax rate | 0.00% |
Equity Transactions (Schedule O
Equity Transactions (Schedule Of Stock Options Outstanding) (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Shares | |
Outstanding December 31, 2014 | shares | 1,700,000 |
Granted | shares | 79,000,000 |
Exercised | shares | 76,500,000 |
Expired | shares | |
Outstanding December 31, 2015 | shares | 4,200,000 |
Options exercisable at December 31, 2015 | shares | 4,200,000 |
Weighted-Average Exercise Price | |
Outstanding December 31, 2014 | $ / shares | $ 0.410 |
Granted | $ / shares | 0.011 |
Exercised | $ / shares | $ 0.010 |
Expired | $ / shares | |
Outstanding December 31, 2015 | $ / shares | $ 0.195 |
Options exercisable at December 31, 2015 | $ / shares | $ 0.195 |
Equity Transactions (Schedule32
Equity Transactions (Schedule Of Weighted Average Fair Value Assumptions Of Stock Options) (Details) - Stock Option [Member] | 12 Months Ended |
Dec. 31, 2015 | |
Fair value of Stock Options - Black Scholes Options Valuation Model | |
Average expected life in years | 2 years |
Average risk-free interest rate | 2.00% |
Average volatility | 75.00% |
Dividend yield | 0.00% |
Equipment (Details)
Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Equipment Cost , Gross | $ 13,716 | |
Accumulated Depreciation | $ 13,716 | |
Equipment Cost, Net | ||
Equipment [Member] | ||
Equipment Cost , Gross | $ 3,000 | |
Accumulated Depreciation | $ 3,000 | |
Laboratory Equipment [Member] | ||
Equipment Cost , Gross | ||
Accumulated Depreciation | ||
Software [Member] | ||
Equipment Cost , Gross | $ 5,000 | |
Accumulated Depreciation | 5,000 | |
Computers [Member] | ||
Equipment Cost , Gross | 5,716 | |
Accumulated Depreciation | $ 5,716 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Total intangible assets, net | $ 215,000 | |
Intellectual property and Goodwill | ||
Intellecutal assets, primarily intellectual property and goodwill | 830,988 | $ 445,299 |
Less accumulated amortization | 445,299 | $ 445,299 |
Total intangible assets, net | $ 385,689 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Mar. 03, 2015 | Apr. 11, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Common shares reconciliation table: | ||||
Balance common stock, shares | 1,032,123,906 | |||
Common Stock [Member] | ||||
Common shares reconciliation table: | ||||
Balance common stock, shares | 1,032,123,906 | 770,523,906 | ||
Subsequent shares issued for services | 5,000,000 | 257,403,310 | 151,100,000 | |
Subsequent Event [Member] | Common Stock [Member] | ||||
Common shares reconciliation table: | ||||
Balance common stock, shares | 1,581,855,296 | |||
Pending to be issued | (8,350,000) | |||
Subsequent shares issued for services | 300,000 | |||
Subsequent shares issued for debt settlement | 242,000,000 | |||
Unissued and outstanding as of April 11, 2016 | 1,815,805,296 |
Summary Of Significant Accoun36
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | May. 06, 2015 | Dec. 31, 2015 | Feb. 20, 2015 | Dec. 31, 2014 | Aug. 06, 2014 | Mar. 21, 2012 | Feb. 09, 2012 |
Business Acquisition [Line Items] | |||||||
Value of goodwiil | $ 170,689 | ||||||
Asset Acquisition Of Equi-Pharm LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock issued for purchase of assets, shares | 10,000,000 | ||||||
GGECO University, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Value of intangibles acquired | $ 192,119 | ||||||
Business acquisition purchase price | 450,132 | ||||||
GGECO University, Inc | Education Materials | |||||||
Business Acquisition [Line Items] | |||||||
Value of intangibles acquired | 150,000 | ||||||
GGECO University, Inc | Trade Name | |||||||
Business Acquisition [Line Items] | |||||||
Value of intangibles acquired | 20,000 | ||||||
GGECO University, Inc | Workforce | |||||||
Business Acquisition [Line Items] | |||||||
Value of intangibles acquired | $ 22,119 | ||||||
Cannabis Consulting Inc | |||||||
Business Acquisition [Line Items] | |||||||
Value of intangibles acquired | $ 125,000 | ||||||
Value of goodwiil | $ 22,000 | ||||||
Michigan Green Technologies, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition of additional interest acquired percentage | 30.10% | ||||||
Business acquisition total ownership percentage | 50.10% |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | Oct. 13, 2015 | Oct. 01, 2015 | Aug. 01, 2015 | Apr. 08, 2015 | Mar. 27, 2015 | Jan. 29, 2015 | Jan. 15, 2015 | Nov. 01, 2014 | Oct. 01, 2014 | Jul. 25, 2014 | Jul. 01, 2014 | Feb. 08, 2013 | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 20, 2015 | Nov. 05, 2014 |
Related Party Transaction [Line Items] | ||||||||||||||||||
Proceeds from related party | $ 6,000 | $ 12,548 | ||||||||||||||||
Advances from related parties | $ 414,135 | $ 414,135 | 203,892 | |||||||||||||||
Fair value of common stock acquired, value | 333,969 | |||||||||||||||||
Equity method investment value | 128,927 | $ 128,927 | 243,969 | |||||||||||||||
Unrealized gain (loss) on marketable securities | 22,500 | |||||||||||||||||
Notes payable | 1,406,513 | $ 1,406,513 | 1,581,486 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Preferred stock voting rights | These shares have full voting rights of 67% on all shareholder matters pursuant to amended certificate of designation filed with the Nevada Secretary of State. | |||||||||||||||||
Michigan Green Technologies, LLC [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Business acquisition ownership percentage | 50.10% | |||||||||||||||||
Robert Kane - CFO [Member] | Loans Payable [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Proceeds from related party | $ 6,000 | $ 52,500 | ||||||||||||||||
Debt instrument description | It was secured by a non-interest bearing promissory note due within 30 days of MGT liquidating shares in Cannabis Science, Inc. to repay the debt. | |||||||||||||||||
Advances from related parties | 58,500 | $ 58,500 | 0 | |||||||||||||||
Interstate 101 - Shareholder [Member] | Loans Payable [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Proceeds from related party | $ 61,902 | |||||||||||||||||
Debt instrument description | The Company with no interest and no security. | |||||||||||||||||
Castor Management Services - Shareholder [Member] | Loans Payable [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Proceeds from related party | $ 3,165 | |||||||||||||||||
Debt instrument description | The Company with no interest and no security. | |||||||||||||||||
Bogat Family Trust, Raymond Dabney - President/CEO As Trustee [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Preferred stock voting rights | Pursuant to the amendment filed with the Nevada Secretary of State, the voting rights of Series A preferred stockholders was changed from 1,000 votes per share to 67% of the total vote on all shareholder matters. | |||||||||||||||||
Bogat Family Trust, Raymond Dabney - President/CEO As Trustee [Member] | Loans Payable [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Advances from related parties | $ 191,344 | 191,344 | 191,344 | |||||||||||||||
MJR BV Owned And Controlled By Mario Lap, Director [Member] | Loans Payable [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Advances from related parties | 66,847 | 66,847 | 12,101 | |||||||||||||||
Robert Melamede - Former CEO [Member] | Loans Payable [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Advances from related parties | $ 447 | $ 447 | $ 447 | |||||||||||||||
Endocan Corporation Related With Management - Director, CEO, CFO, COO [Member] | Equity Method Investment In Endocan Corporation (EC) [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Common stock invested | 2,500,000 | 5,000,000 | 7,500,000 | 7,500,000 | ||||||||||||||
Equity method investment ownership percentage | 8.60% | 8.60% | ||||||||||||||||
Fair value of common stock acquired, value | $ 262,250 | $ 150,000 | ||||||||||||||||
Common stock acquired at fair value | $ 0.1049 | $ 0.03 | ||||||||||||||||
Share value per share | $ 0.0058 | $ 0.0058 | $ 0.021 | |||||||||||||||
Equity method investment value | $ 43,500 | $ 43,500 | $ 157,500 | |||||||||||||||
Unrealized gain (loss) on marketable securities | 22,500 | |||||||||||||||||
Investment in marketable securities | $ 247,500 | |||||||||||||||||
Impairment of equity method investment | $ 114,000 | 90,000 | ||||||||||||||||
Endocan Corporation Related With Management - Director, CEO, CFO, COO [Member] | Equity Method Investment In Endocan Corporation (EC) [Member] | Asset Purchase Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Sale consideration description | The 5,000,000 common shares were received as consideration for the sale of its rights and interest in the dupetit Natural Products GmbH joint-venture operating agreement to Endocan under an Asset Purchase Agreement and the 2,500,000 common shares were received as consideration for the sale of its rights and interest in the Maliseet joint-venture operating agreement to Endocan under an Asset Purchase Agreement. | |||||||||||||||||
Common stock shares received on consideration of asset purchase agreement | 2,500,000 | |||||||||||||||||
Raymond Dabney - CEO [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Payment of management fees | $ 50,000 | $ 21,500 | $ 120,000 | |||||||||||||||
Intrinsic Venture Corp [Member] | Notes Payable [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Notes payable | 0 | $ 0 | 0 | |||||||||||||||
Promissory notes payble assigned from Intrinsic venture corp. | $ 1,108,896 | $ 420,000 | $ 251,371 | |||||||||||||||
Embella Holdings Ltd [Member] | Notes Payable [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Notes payable | 1,108,896 | 1,108,896 | 1,108,896 | |||||||||||||||
Intrinsic Venture Corp [Member] | Notes Payable [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Notes payable | 231,260 | 231,260 | 302,088 | |||||||||||||||
Dr.Richard Cowan - Former CFO [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt instrument description | All promissory notes are unsecured. | |||||||||||||||||
Notes payable | 150,000 | 150,000 | ||||||||||||||||
Dr.Richard Cowan - Former CFO [Member] | Notes Payable [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Notes payable | $ 0 | $ 0 | $ 150,000 |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) | Feb. 07, 2016 | Nov. 13, 2015 | Oct. 22, 2015 | Aug. 20, 2015 | Jan. 15, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Short-term Debt [Line Items] | |||||||
Notes payable to stockholders | $ 1,406,513 | $ 1,581,486 | |||||
Stock issued for debt settlement agreement, value | $ 605,828 | $ 87,000 | |||||
Common Stock [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Stock issued for debt settlement agreement, shares | 25,000,000 | 185,828,080 | 87,000,000 | ||||
Dr.Richard Cowan - Former CFO [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Notes payable to stockholders | $ 150,000 | ||||||
Debt instrument description | All promissory notes are unsecured. | ||||||
Stock issued for debt settlement agreement, shares | 15,000,000 | ||||||
Note Payable To Stockholder [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Notes payable to stockholders | $ 1,406,513 | $ 1,581,486 | |||||
Debt instrument description | Notes payable are due to stockholders that are non-interest bearing and are due 12 months from the date of issue and loan origination beginning on July 23, 2014 through December 31, 2015. All Promissory notes are unsecured. | Notes payable are due to stockholders that are non-interest bearing and are due 12 months from the date of issue and loan origination beginning on July 23, 2014 through December 31, 2015. All Promissory notes are unsecured. | |||||
Promissory notes were in default | $ 1,360,658 | ||||||
Notes Payable [Member] | Stacey R. Lewis, Stockholder [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Notes payable to stockholders | 130,855 | ||||||
Notes Payable [Member] | Stacey R. Lewis, Stockholder [Member] | Common Stock [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Stock issued for debt settlement agreement, value | $ 30,000 | $ 30,000 | $ 25,000 | ||||
Stock issued for debt settlement agreement, shares | 30,000,000 | 30,000,000 | 25,000,000 | ||||
Notes Payable [Member] | Stacey R. Lewis, Stockholder [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Stock issued for debt settlement agreement, value | $ 45,855 | ||||||
Stock issued for debt settlement agreement, shares | 45,000,000 | ||||||
Notes Payable [Member] | Dr.Richard Cowan - Former CFO [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Notes payable to stockholders | $ 0 | $ 150,000 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes Narrative Details | ||
Net operating loss carry forward | $ 78,500,000 | $ 59,900,000 |
Operating loss carry forwards limitation on use | Expire in various periods through 2035 for federal tax purposes and 2020 for state tax purposes. |
Equity Transactions (Narrative)
Equity Transactions (Narrative) (Details) - USD ($) | Dec. 31, 2015 | Sep. 22, 2015 | Apr. 30, 2015 | Mar. 26, 2015 | Mar. 16, 2015 | Mar. 03, 2015 | Jan. 02, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Aug. 18, 2015 | Aug. 16, 2015 | Mar. 25, 2015 | Jan. 20, 2015 | Dec. 05, 2014 | Oct. 10, 2014 | Apr. 28, 2014 | Feb. 09, 2012 |
Shares issued for services during the period, value | $ 3,013,728 | $ 5,713,070 | ||||||||||||||||||||
2015 Equity Award Plan [Member] | Incentive Stock Options Or Non-Statutory Stock Options [Member] | ||||||||||||||||||||||
Shares authorized to be issued under equity plan | 100,000,000 | |||||||||||||||||||||
2015 Equity Award Plan [Member] | Incentive Stock Options Exercisable [Member] | ||||||||||||||||||||||
Shares authorized to be issued under equity plan | 2,500,000 | 2,500,000 | 2,500,000 | |||||||||||||||||||
Stock option price per share | $ 0.04 | $ 0.04 | $ 0.04 | |||||||||||||||||||
2015 Equity Award Plan [Member] | Non-Statutory Stock Options Exercisable [Member] | ||||||||||||||||||||||
Shares authorized to be issued under equity plan | 76,500,000 | 76,500,000 | 76,500,000 | |||||||||||||||||||
Stock option price per share | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||
2015 Equity Award Plan [Member] | Various Consultant And Management [Member] | Non-Statutory Stock Options Exercisable [Member] | ||||||||||||||||||||||
Shares issued for service during the period, shares | 76,500,000 | |||||||||||||||||||||
Stock option price per share | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||
Common Class A [Member] | ||||||||||||||||||||||
Common stock voting rights | These shares have 10 votes per share. | |||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock voting rights | These shares have full voting rights of 67% on all shareholder matters pursuant to amended certificate of designation filed with the Nevada Secretary of State. | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Common stock voting rights | These shares have full voting rights. | |||||||||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | 257,403,310 | 151,100,000 | |||||||||||||||||||
Shares issued for services during the period, value | $ 257,403 | $ 151,100 | ||||||||||||||||||||
Increased in number of shares authorised | The Company filed a Certificate of Amendment with the Nevada Secretary of State to increase its authorized from 951,000,000 to 1,601,000,000 shares. The number of authorized shares of common stock increased from 850,000,000 to 1,500,000,000. | |||||||||||||||||||||
Stock option price per share | $ 0.025 | |||||||||||||||||||||
Common Stock [Member] | Consultant [Member] | ||||||||||||||||||||||
Shares issued for service during the period, shares | 1,500,000 | 3,000,000 | 2,500,000 | 545,000 | ||||||||||||||||||
Shares issued for services during the period, value | $ 56,500 | $ 133,500 | $ 382,500 | $ 30,030 | ||||||||||||||||||
Common Stock [Member] | 2012 Equity Compensation Plan [Member] | Consultant [Member] | ||||||||||||||||||||||
Shares authorized to be issued under equity plan | 50,000,000 | |||||||||||||||||||||
Shares issued for service during the period, shares | 47,250,000 | |||||||||||||||||||||
Common Stock [Member] | 2014 Stock Compensation Plan A [Member] | Various Executive And Consultants [Member] | ||||||||||||||||||||||
Shares authorized to be issued under equity plan | 6,500,000 | |||||||||||||||||||||
Shares issued for service during the period, shares | 6,000,000 | |||||||||||||||||||||
Common Stock [Member] | 2014 Stock Compensation Plan B [Member] | Various Executive And Consultants [Member] | ||||||||||||||||||||||
Shares authorized to be issued under equity plan | 6,500,000 | |||||||||||||||||||||
Shares issued for service during the period, shares | 6,000,000 | |||||||||||||||||||||
Common Stock [Member] | 2014 Stock Compensation Plan C [Member] | Various Executive And Consultants [Member] | ||||||||||||||||||||||
Shares authorized to be issued under equity plan | 50,000,000 | |||||||||||||||||||||
Shares issued for service during the period, shares | 39,960,310 | |||||||||||||||||||||
Common Stock [Member] | 2015 Stock Compensation Plan [Member] | Various Executive And Consultants [Member] | ||||||||||||||||||||||
Shares authorized to be issued under equity plan | 50,000,000 | |||||||||||||||||||||
Shares issued for service during the period, shares | 46,448,000 | |||||||||||||||||||||
Common Stock [Member] | 2015 Equity Award Plan [Member] | ||||||||||||||||||||||
Shares authorized to be issued under equity plan | 47,000,000 | 47,000,000 | 47,000,000 | 50,000,000 | 100,000,000 |
Equity Transactions (Narrativ41
Equity Transactions (Narrative) (Details1) - USD ($) | Dec. 30, 2015 | Dec. 09, 2015 | Dec. 03, 2015 | Dec. 02, 2015 | Nov. 05, 2015 | Nov. 01, 2015 | Oct. 13, 2015 | Sep. 22, 2015 | Sep. 02, 2015 | Sep. 01, 2015 | Aug. 20, 2015 | Aug. 18, 2015 | Jul. 16, 2015 | Jul. 14, 2015 | Jul. 07, 2015 | Jul. 01, 2015 | May. 21, 2015 | Apr. 30, 2015 | Apr. 20, 2015 | Mar. 26, 2015 | Mar. 16, 2015 | Mar. 03, 2015 | Feb. 20, 2015 | Jan. 31, 2015 | Jan. 27, 2015 | Jan. 20, 2015 | Jan. 18, 2015 | Jan. 15, 2015 | Jan. 02, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Shares issued for services during the period, value | $ 3,013,728 | $ 5,713,070 | |||||||||||||||||||||||||||||
Stock issued for settlement of liabilities and debt, value | 6,305,904 | 5,573,000 | |||||||||||||||||||||||||||||
Loss of settlement of debt | (5,625,076) | $ (5,357,447) | |||||||||||||||||||||||||||||
Proceeds from stockholder note payable | 130,855 | ||||||||||||||||||||||||||||||
Stock issued for purchase of asset, value | $ 405,000 | $ 971,500 | |||||||||||||||||||||||||||||
Dr.Richard Cowan - Former CFO [Member] | |||||||||||||||||||||||||||||||
Stock issued for settlement of liabilities and debt, shares | 15,000,000 | ||||||||||||||||||||||||||||||
Mario Lap - Director [Member] | |||||||||||||||||||||||||||||||
Proceeds from stockholder note payable | $ 4,031 | ||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | 257,403,310 | 151,100,000 | ||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 257,403 | $ 151,100 | |||||||||||||||||||||||||||||
Increased in number of shares authorised | The Company filed a Certificate of Amendment with the Nevada Secretary of State to increase its authorized from 951,000,000 to 1,601,000,000 shares. The number of authorized shares of common stock increased from 850,000,000 to 1,500,000,000. | ||||||||||||||||||||||||||||||
Stock option price per share | $ 0.025 | ||||||||||||||||||||||||||||||
Common stock issued for private placement, shares | 10,000,000 | 4,000,000 | |||||||||||||||||||||||||||||
Proceeds from sale of common stock | $ 250,000 | ||||||||||||||||||||||||||||||
Stock issued for settlement of liabilities and debt, shares | 25,000,000 | 185,828,080 | 87,000,000 | ||||||||||||||||||||||||||||
Stock issued for settlement of liabilities and debt, value | $ 25,000 | $ 185,828 | $ 87,000 | ||||||||||||||||||||||||||||
Fair market value of shares issued for debt settlement | 550,810 | ||||||||||||||||||||||||||||||
Loss of settlement of debt | $ (770,000) | ||||||||||||||||||||||||||||||
Stock issued for purchase of asset, shares | 20,000,000 | 14,500,000 | |||||||||||||||||||||||||||||
Stock issued for purchase of asset, value | $ 20,000 | $ 14,500 | |||||||||||||||||||||||||||||
Common Stock [Member] | Consultant - Consulting Agreement [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 2,500,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 174,500 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Robert Kane - CFO [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 10,000,000 | 8,240,310 | |||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 350,000 | $ 525,671 | |||||||||||||||||||||||||||||
Common Stock [Member] | Consulting Service Agreement [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 1,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 17,500 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Dr. Dorothy Bray - Former CEO [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 26,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 452,400 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 1,500,000 | 3,000,000 | 2,500,000 | 545,000 | |||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 56,500 | $ 133,500 | $ 382,500 | $ 30,030 | |||||||||||||||||||||||||||
Common Stock [Member] | Two Consultants [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 2,500,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 255,000 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 1,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 51,000 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Consultant For Legal Advisory [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 222,500 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Consulting Firm - Research Service Agreement [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 3,500,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 169,050 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Consultant - Management Agreement [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 1,000,000 | 1,500,000 | 2,500,000 | ||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 20,500 | $ 30,750 | $ 95,000 | ||||||||||||||||||||||||||||
Common Stock [Member] | Consultant - Consulting Agreement [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 175,000 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Consultant - Consulting Agreement [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 948,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 33,180 | ||||||||||||||||||||||||||||||
Common Stock [Member] | IGX Bio, Inc - Joint Development Agreement [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 148,000 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Non-Exclusive Commercial Licensing And Franchise Option Agreement - Purple Haze Properties LLC [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 10,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 205,000 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Dr. Khadija Benlhassan For Consulting Services [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 12,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 208,800 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Chad S. Johnson, COO/General Legal Counsel - Management Agreement [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 10,000,000 | 4,318,000 | 5,000,000 | ||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 350,000 | $ 237,922 | $ 275,500 | ||||||||||||||||||||||||||||
Common Stock [Member] | Dr. Dorothy Bray - Former CEO [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 175,000 | ||||||||||||||||||||||||||||||
Common Stock [Member] | John Dalaly - President [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 1,500,000 | 3,500,000 | |||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 42,000 | $ 122,500 | |||||||||||||||||||||||||||||
Common Stock [Member] | Officer - Management Agreement [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 175,000 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Chief Operating Officer Of Equi-Pharm, LLC [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 140,000 | ||||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | 7,500,000 | |||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 168,000 | $ 625,000 | |||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | Asset Acquisition Of Equi-Pharm, LLC [Member] | |||||||||||||||||||||||||||||||
Stock issued for purchase of asset, shares | 10,000,000 | ||||||||||||||||||||||||||||||
Stock issued for purchase of asset, value | $ 200,000 | ||||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | Consultant - Consulting Agreement [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 2,500,000 | ||||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | Dr.Richard Cowan - Former CFO [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 15,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 922,500 | ||||||||||||||||||||||||||||||
Stock issued for settlement of liabilities and debt, shares | 15,000,000 | ||||||||||||||||||||||||||||||
Stock issued for settlement of liabilities and debt, value | $ 150,000 | ||||||||||||||||||||||||||||||
Fair market value of shares issued for debt settlement | 922,500 | ||||||||||||||||||||||||||||||
Loss of settlement of debt | $ (772,500) | ||||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | Robert Kane - CFO [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 322,500 | ||||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | Raymond Dabney - CEO [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 2,000,000 | 2,726,000 | |||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 21,538 | $ 150,203 | |||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | Dr. Dorothy Bray - Former CEO [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 10,500,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 182,700 | ||||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 300,000 | 1,000,000 | 5,000,000 | ||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 15,300 | $ 35,000 | |||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | Four Consultants [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 300,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 15,300 | ||||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | Two Consultants [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 2,500,000 | ||||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | Consultant For Investor Relations [Member] | |||||||||||||||||||||||||||||||
Shares authorized to be issued under equity plan | 2,500,000 | ||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 2,500,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 111,250 | ||||||||||||||||||||||||||||||
Stock option price per share | $ 0.04 | ||||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | Legal Consultant [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 222,800 | ||||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | Legal Firm [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 222,800 | ||||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | Consultant - Consulting Agreement [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 7,500,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 172,500 | ||||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | KBLH BV For Consulting Services [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 8,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 139,200 | ||||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | Immunoclin Limited [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 20,000,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 326,000 | ||||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | Dr. Dorothy Bray - Former CEO [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 2,726,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 150,203 | ||||||||||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | John Dalaly - President [Member] | |||||||||||||||||||||||||||||||
Shares issued for service during the period, shares | 7,500,000 | ||||||||||||||||||||||||||||||
Shares issued for services during the period, value | $ 130,500 | ||||||||||||||||||||||||||||||
Common Stock And Warrant [Member] | |||||||||||||||||||||||||||||||
Fair value of dividends paid | $ 473,527 |
Equity Transactions (Narrativ42
Equity Transactions (Narrative) (Details2) - USD ($) | Nov. 13, 2015 | Oct. 22, 2015 | Aug. 20, 2015 | Aug. 16, 2015 | Apr. 29, 2015 | Feb. 20, 2015 | Sep. 09, 2013 | Aug. 30, 2013 | Aug. 15, 2013 | Jul. 23, 2013 | Sep. 16, 2011 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 04, 2015 | Sep. 22, 2015 | Aug. 26, 2015 | Aug. 18, 2015 |
Stock issued for settlement of liabilities and debt, value | $ 6,305,904 | $ 5,573,000 | |||||||||||||||
Loss of settlement of debt | (5,625,076) | $ (5,357,447) | |||||||||||||||
Proceeds from stockholder note payable | $ 130,855 | ||||||||||||||||
Exercise price per share | $ 0.010 | ||||||||||||||||
Stock Option [Member] | |||||||||||||||||
Description of stock option expiration | 1,700,00 shares of these options at an exercise price of $0.17 a share do no expire and continuing indefinitely for the duration of existing management agreement and services thereunder with Robert Kane and 2,500,000 shares at an exercise price of $0.04 a share expires on March 25, 2016. | ||||||||||||||||
V.P Of Investor Relations, CFO And Director For Services [Member] | Stock Option [Member] | |||||||||||||||||
Share based compensation description | The following options were issued to the CompanyÂ’s V.P of investor relations, CFO and Director for services under a September 16, 2011 agreement: (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 twenty cents ($0.20) per share; (iii) the option to purchase 500,000 common shares at thirty-five cents ($0.35) per share; and (iv) the option to purchase 1,000,000 common shares at fifty cents ($0.50) per share. | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Stock issued for settlement of liabilities and debt, shares | 25,000,000 | 185,828,080 | 87,000,000 | ||||||||||||||
Stock issued for settlement of liabilities and debt, value | $ 25,000 | $ 185,828 | $ 87,000 | ||||||||||||||
Loss of settlement of debt | $ (770,000) | ||||||||||||||||
Common Stock [Member] | 2015 Equity Award Plan [Member] | |||||||||||||||||
Shares authorized to be issued under equity plan | 100,000,000 | 47,000,000 | 50,000,000 | ||||||||||||||
Exercise price per share | $ 0.01 | ||||||||||||||||
Common Stock [Member] | Ten Non-Statutory Stock Options [Member] | 2015 Equity Award Plan [Member] | Certain Consultant [Member] | |||||||||||||||||
Shares authorized to be issued under equity plan | 60,000,000 | ||||||||||||||||
Common Stock [Member] | Ten Non-Statutory Stock Options [Member] | 2015 Equity Award Plan [Member] | Consultant One [Member] | |||||||||||||||||
Shares authorized to be issued under equity plan | 1,500,000 | ||||||||||||||||
Common Stock [Member] | Ten Non-Statutory Stock Options [Member] | 2015 Equity Award Plan [Member] | Two Consultants [Member] | |||||||||||||||||
Shares authorized to be issued under equity plan | 15,000,000 | ||||||||||||||||
Common Stock [Member] | Notes Payable [Member] | Stacey R. Lewis, Stockholder [Member] | |||||||||||||||||
Stock issued for settlement of liabilities and debt, shares | 30,000,000 | 30,000,000 | 25,000,000 | ||||||||||||||
Stock issued for settlement of liabilities and debt, value | $ 30,000 | $ 30,000 | $ 25,000 | ||||||||||||||
Loss of settlement of debt | (564,000) | (723,000) | (770,000) | ||||||||||||||
Original debt carrying amount | $ 75,044 | $ 55,810 | $ 55,810 | ||||||||||||||
Common Stock [Member] | Intrinsic Venture Corp [Member] | Notes Payable [Member] | |||||||||||||||||
Stock issued for settlement of liabilities and debt, shares | 40,000,000 | 30,828,080 | |||||||||||||||
Stock issued for settlement of liabilities and debt, value | $ 40,000 | $ 30,828 | |||||||||||||||
Loss of settlement of debt | $ (1,360,000) | $ (1,510,576) | |||||||||||||||
Proceeds from stockholder note payable | $ 10,000 | $ 1,250 | $ 1,250 | $ 18,328 |
Equipment (Narrative) (Details)
Equipment (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Computers [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life of equipment | 2 years |
Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life of equipment | 2 years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life of equipment | 5 years |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life of equipment | 5 years |
Deposits (Narrative) (Details)
Deposits (Narrative) (Details) - USD ($) | Nov. 20, 2014 | Feb. 09, 2012 |
Rule 144 Restricted Stock [Member] | Acquisition of Apothecary as per license agreement [Member] | ||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||
Shares issued for acquisition of property, building and equipment | 14,500,000 | |
Shares issued for license agreement, value | $ 971,500 | |
Licensing Agreements With Apothecary [Member] | ||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||
License agreement terms and amendment | Apothecary failed to meet several contract provisions including investing $250,000 in R&D, setting up a laboratory facility, and reporting and remitting license fees owing to the Company. On November 20, 2014, the Company signed an amendment to the license agreement. Pursuant to the amendment, the Company is acquiring all property, building, and equipment of Apothecary | 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 to investing $250,000 in research and development in the first 24 months. |
Equity Method Investee (Narrati
Equity Method Investee (Narrative) (Details) | Nov. 05, 2014 |
Equity Method Investment In Endocan Corporation (EC) [Member] | |
Equity method investment description | This generally applies to cases in which the Company owns a voting or economic interest of between 20 and 50 percent. |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | Mar. 22, 2016 | Mar. 08, 2016 | Feb. 24, 2016 | Feb. 22, 2016 | Feb. 07, 2016 | Jan. 20, 2016 | Jan. 11, 2016 | Dec. 30, 2015 | Nov. 13, 2015 | Oct. 22, 2015 | Aug. 20, 2015 | Aug. 16, 2015 | Jul. 14, 2015 | Jul. 01, 2015 | Apr. 30, 2015 | Apr. 20, 2015 | Mar. 26, 2015 | Mar. 16, 2015 | Mar. 03, 2015 | Jan. 27, 2015 | Jan. 02, 2015 | Apr. 11, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Stock issued for property license agreement, value | $ 833,000 | |||||||||||||||||||||||
Common stock issued for stock option exercised, shares | 76,500,000 | |||||||||||||||||||||||
Common stock issued for stock option exercised, value | $ 1,867,000 | |||||||||||||||||||||||
Exercise price of stock options | $ 0.010 | |||||||||||||||||||||||
Stock issued for debt settlement agreement, value | $ 6,305,904 | 5,573,000 | ||||||||||||||||||||||
Loss on settlement of debt | (5,625,076) | (5,357,447) | ||||||||||||||||||||||
Shares issued for services during the period, value | $ 3,013,728 | $ 5,713,070 | ||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | 7,500,000 | ||||||||||||||||||||||
Shares issued for services during the period, value | $ 168,000 | $ 625,000 | ||||||||||||||||||||||
Rule 144 Restricted Stock [Member] | Consultant [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued for service during the period, shares | 300,000 | 1,000,000 | 5,000,000 | |||||||||||||||||||||
Shares issued for services during the period, value | $ 15,300 | $ 35,000 | ||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Stock issued for property license agreement, shares | 5,000,000 | |||||||||||||||||||||||
Stock issued for property license agreement, value | $ 5,000 | |||||||||||||||||||||||
Common stock issued for stock option exercised, shares | 76,500,000 | |||||||||||||||||||||||
Common stock issued for stock option exercised, value | $ 76,500 | |||||||||||||||||||||||
Stock issued for debt settlement agreement, value | $ 25,000 | $ 185,828 | $ 87,000 | |||||||||||||||||||||
Stock issued for debt settlement agreement, shares | 25,000,000 | 185,828,080 | 87,000,000 | |||||||||||||||||||||
Loss on settlement of debt | $ (770,000) | |||||||||||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | 257,403,310 | 151,100,000 | |||||||||||||||||||||
Shares issued for services during the period, value | $ 257,403 | $ 151,100 | ||||||||||||||||||||||
Common Stock [Member] | Chad S. Johnson, COO/General Legal Counsel - Management Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued for service during the period, shares | 10,000,000 | 4,318,000 | 5,000,000 | |||||||||||||||||||||
Shares issued for services during the period, value | $ 350,000 | $ 237,922 | $ 275,500 | |||||||||||||||||||||
Common Stock [Member] | Notes Payable [Member] | Stacey R. Lewis, Stockholder [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Stock issued for debt settlement agreement, value | $ 30,000 | $ 30,000 | 25,000 | |||||||||||||||||||||
Original debt carrying amount | $ 75,044 | $ 55,810 | $ 55,810 | |||||||||||||||||||||
Stock issued for debt settlement agreement, shares | 30,000,000 | 30,000,000 | 25,000,000 | |||||||||||||||||||||
Loss on settlement of debt | $ (564,000) | $ (723,000) | $ (770,000) | |||||||||||||||||||||
Common Stock [Member] | 2015 Equity Award Plan [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Exercise price of stock options | $ 0.01 | |||||||||||||||||||||||
Common Stock [Member] | Consultant [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued for service during the period, shares | 1,500,000 | 3,000,000 | 2,500,000 | 545,000 | ||||||||||||||||||||
Shares issued for services during the period, value | $ 56,500 | $ 133,500 | $ 382,500 | $ 30,030 | ||||||||||||||||||||
Common Stock [Member] | Consultant - Management Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued for service during the period, shares | 1,000,000 | 1,500,000 | 2,500,000 | |||||||||||||||||||||
Shares issued for services during the period, value | $ 20,500 | $ 30,750 | $ 95,000 | |||||||||||||||||||||
Subsequent Event [Member] | Notes Payable [Member] | Stacey R. Lewis, Stockholder [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Original debt carrying amount | $ 75,044 | |||||||||||||||||||||||
Loss on settlement of debt | (589,500) | |||||||||||||||||||||||
Subsequent Event [Member] | Rule 144 Restricted Stock [Member] | Raymond Dabney - CEO [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued for service during the period, shares | 18,000,000 | |||||||||||||||||||||||
Shares issued for services during the period, value | $ 193,842 | |||||||||||||||||||||||
Subsequent Event [Member] | Rule 144 Restricted Stock [Member] | MLS Lap BV Controlled By Director [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued for service during the period, shares | 20,000,000 | |||||||||||||||||||||||
Shares issued for services during the period, value | $ 215,380 | |||||||||||||||||||||||
Subsequent Event [Member] | Rule 144 Restricted Stock [Member] | Chad S. Johnson, COO/General Legal Counsel - Management Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued for service during the period, shares | 20,000,000 | |||||||||||||||||||||||
Shares issued for services during the period, value | $ 215,380 | |||||||||||||||||||||||
Subsequent Event [Member] | Rule 144 Restricted Stock [Member] | Robert Kane - CFO [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued for service during the period, shares | 20,000,000 | |||||||||||||||||||||||
Shares issued for services during the period, value | $ 215,380 | |||||||||||||||||||||||
Subsequent Event [Member] | Rule 144 Restricted Stock [Member] | Apothecary Genetics Investments [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Stock issued for property license agreement, shares | 15,500,000 | |||||||||||||||||||||||
Stock issued for property license agreement, value | $ 181,350 | |||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued for service during the period, shares | 300,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Notes Payable [Member] | Stacey R. Lewis, Stockholder [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Stock issued for debt settlement agreement, value | $ 45,000 | |||||||||||||||||||||||
Stock issued for debt settlement agreement, shares | 45,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | 2016 Equity Award Plan [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common stock issued for stock option exercised, shares | 10,000,000 | |||||||||||||||||||||||
Common stock issued for stock option exercised, value | $ 151,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Consultant [Member] | 2015 Equity Award Plan [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common stock issued for stock option exercised, shares | 10,000,000 | |||||||||||||||||||||||
Common stock issued for stock option exercised, value | $ 117,000 | |||||||||||||||||||||||
Exercise price of stock options | $ 0.01 | |||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Consultant - Management Agreement [Member] | 2015 Equity Award Plan [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common stock issued for stock option exercised, shares | 15,000,000 | 7,000,000 | ||||||||||||||||||||||
Common stock issued for stock option exercised, value | $ 226,500 | $ 86,100 | ||||||||||||||||||||||
Exercise price of stock options | $ 0.01 | $ 0.01 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Consultant - Management Agreement [Member] | 2016 Equity Award Plan [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common stock issued for stock option exercised, shares | 5,000,000 | 25,000,000 | 6,500,000 | |||||||||||||||||||||
Common stock issued for stock option exercised, value | $ 75,500 | $ 300,000 | $ 79,950 | |||||||||||||||||||||
Exercise price of stock options | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Consultant - Management Agreement [Member] | 2016 Equity Award Plan [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common stock issued for stock option exercised, shares | 10,000,000 | |||||||||||||||||||||||
Common stock issued for stock option exercised, value | $ 151,000 | |||||||||||||||||||||||
Exercise price of stock options | $ 0.01 | |||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Consultant - Management Agreement [Member] | 2016 Equity Award Plan [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common stock issued for stock option exercised, shares | 15,000,000 | |||||||||||||||||||||||
Common stock issued for stock option exercised, value | $ 226,500 | |||||||||||||||||||||||
Exercise price of stock options | $ 0.01 |