Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 15, 2017 | 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, 2016 | ||
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 | 2,355,355,296 | 2,390,305,296 | |
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 332,888 | $ 61,971 |
Other receivables | 36,000 | 39,366 |
Prepaid expenses and deposits | 231,994 | 156,750 |
Loans receivable, related party | 37,516 | |
Inventory | 102,993 | 19,311 |
Total current assets | 703,875 | 314,914 |
Property Farming License (Note 9) | 47,778 | |
Deposits (Note 12) | 971,500 | |
Equity method investee (Note 10) | 272,644 | 128,927 |
Goodwill (Note 1 and 11) | 170,689 | |
Intangibles, net of accumulated amortization (Note 11) | 172,000 | 215,000 |
TOTAL ASSETS | 1,196,297 | 1,801,030 |
Current Liabilities | ||
Accounts payable | 404,664 | 680,215 |
Accrued expenses, primarily management fees (Note 4) | 884,465 | 1,614,654 |
Advances from related parties (Note 4) | 538,425 | 414,135 |
Management bonuses | 300,000 | 300,000 |
Notes payable to stockholders (Note 5) | 1,506,745 | 1,406,513 |
Total current liabilities and total liabilities | 3,634,299 | 4,415,517 |
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, 2016 and December 31, 2015 | 1,000 | 1,000 |
Common stock, $.001 par value, 3,000,000,000 shares authorized, 2,350,355,296 issued and outstanding as of December 31, 2016 and 1,581,855,296 at December 31, 2015; Common stock, Class A, $.001 par value, 100,000,000 shares authorized, 0 issued and outstanding as of December 31, 2016 and December 31, 2015 | 2,350,356 | 1,581,856 |
Prepaid consulting | 1,705,659 | 3,209,032 |
Common Stock receivable | 655,000 | 381,500 |
Additional paid-in capital | 136,102,730 | 127,942,191 |
Accumulated deficit | (137,929,021) | (128,017,132) |
Cumulative exchange translation | (10,621) | (18,496) |
Equity attributable to common shareholders | (1,846,215) | (2,101,113) |
Non-Controlling interest | (591,787) | (513,374) |
Total stockholders' deficit | (2,438,002) | (2,614,487) |
TOTAL LIABILTIES AND STOCKHOLDERS' DEFICIT | 1,196,297 | 1,801,030 |
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, 2016 and December 31, 2015 | 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, 2,350,355,296 issued and outstanding as of December 31, 2016 and 1,581,855,296 at December 31, 2015; Common stock, Class A, $.001 par value, 100,000,000 shares authorized, 0 issued and outstanding as of December 31, 2016 and December 31, 2015 | ||
Equity attributable to common shareholders | ||
Total stockholders' deficit | ||
TOTAL LIABILTIES AND STOCKHOLDERS' DEFICIT |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
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 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 | 2,350,355,296 | 1,581,855,296 |
Common stock, shares outstanding | 2,350,355,296 | 1,581,855,296 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 9,263 | $ 44,227 |
Cost of Goods Sold | 4,049 | |
Gross Profit | 5,214 | 44,227 |
Operating Expenses | ||
Investor relations | 324,000 | 67,000 |
Professional fees | 235,847 | 866,647 |
Net loss on settlement of liabilites | (588,645) | (5,625,076) |
Depreciation and amortization | 43,000 | |
Research and development | 306,326 | 801,500 |
General and administrative | 7,026,897 | 11,702,650 |
Total operating expenses | 8,524,715 | 19,062,873 |
Net Operating Loss | (8,519,501) | (19,018,646) |
Other Income (Expense) | ||
Interest expense, net | 472,612 | 4,555 |
Impairment of goodwill | 170,689 | |
Loss on Investments | (971,500) | |
Unrealized gain (loss) on equity investee | 144,000 | (114,000) |
Total other income (expense) | (1,470,801) | (118,555) |
Net Loss | (9,990,302) | (19,137,201) |
Net Loss attributable to non-controlling interest | (78,413) | (513,374) |
Net Loss attributable to common shareholders | (9,911,889) | (18,623,827) |
Other Comprehensive Income | ||
Foreign exchange translation adjustment | 7,875 | 2,503 |
Total other comprehensive income | 7,875 | 2,503 |
Net Comprehensive Loss | $ (9,904,014) | $ (18,621,324) |
Net loss per common share - Basic and diluted | $ 0 | $ (0.01) |
Weighted average number of common shares outstanding | 1,999,235,077 | 1,278,148,706 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Equity/(Deficit) - USD ($) | Common Shares [Member] | Preferred Shares [Member] | Additional Paid-In Capital [Member] | Prepaid Consulting [Member] | Accumulated Deficit [Member] | Common Stock Receivable [Member] | Cumulative Exchange Translation [Member] | Equity Attributable to Common Shareholders [Member] | Non-Controlling Interest [Member] | Total |
Common stock, shares outstanding at Dec. 31, 2014 | 1,032,123,906 | |||||||||
Balance Preferred stock, shares at Dec. 31, 2014 | 1,000,000 | |||||||||
Balance, value at Dec. 31, 2014 | $ 1,032,124 | $ 1,000 | $ 110,256,424 | $ (4,448,696) | $ (109,393,306) | $ (20,999) | $ (2,573,453) | $ (2,573,453) | ||
Common stock issued for services, shares | 257,403,310 | |||||||||
Common stock issued for services, value | $ 257,404 | 8,768,691 | (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 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 | |||||||||
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 | (18,623,827) | (18,623,827) | (513,374) | (19,137,201) | ||||||
Rounding difference | 1 | 1 | 1 | |||||||
Foreign exchange translation | 2,503 | 2,503 | $ 2,503 | |||||||
Common stock, shares outstanding at Dec. 31, 2015 | 1,581,855,296 | 1,581,855,296 | ||||||||
Balance Preferred stock, shares at Dec. 31, 2015 | 1,000,000 | 1,000,000 | ||||||||
Balance, amount at Dec. 31, 2015 | $ 1,581,856 | $ 1,000 | 127,942,191 | (3,209,032) | (128,017,132) | (381,500) | (18,496) | (2,101,113) | (513,374) | $ (2,614,487) |
Common stock issued for services, shares | 174,000,000 | |||||||||
Common stock issued for services, value | $ 174,000 | 2,586,632 | (1,616,264) | 1,144,368 | 1,144,368 | |||||
Common stock issued for settlement of liabilities and debt, shares | 45,000,000 | |||||||||
Common stock issued for settlement of liabilities and debt, value | $ 45,000 | 589,500 | 634,500 | $ 634,500 | ||||||
Common stock issued for stock option exercised, shares | 292,000,000 | 292,000,000 | ||||||||
Common stock issued for stock option exercised, value | $ 292,000 | 2,628,000 | (273,500) | 2,646,500 | $ 2,646,500 | |||||
Common stock issued for debt conversion, shares | 250,000,000 | |||||||||
Common stock issued for debt conversion, value | $ 250,000 | 975,407 | 1,225,407 | 1,225,407 | ||||||
Common stock issued for prepaid legal retainer, shares | 7,500,000 | |||||||||
Common stock issued for prepaid legal retainer, value | $ 7,500 | 82,500 | 90,000 | 90,000 | ||||||
Stock options issued for services | 1,298,500 | 1,298,500 | 1,298,500 | |||||||
Amortization of shares issued for services | 3,119,637 | 3,119,637 | 3,119,637 | |||||||
Net loss for the period | (9,911,889) | (9,911,889) | (78,413) | (9,990,302) | ||||||
Foreign exchange translation | 7,875 | 7,875 | $ 7,875 | |||||||
Common stock, shares outstanding at Dec. 31, 2016 | 2,350,355,296 | 2,350,355,296 | ||||||||
Balance Preferred stock, shares at Dec. 31, 2016 | 1,000,000 | 1,000,000 | ||||||||
Balance, amount at Dec. 31, 2016 | $ 2,350,356 | $ 1,000 | $ 136,102,730 | $ (1,705,659) | $ (137,929,021) | $ (655,000) | $ (10,621) | $ (1,846,215) | $ (591,787) | $ (2,438,002) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (9,990,302) | $ (19,137,201) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and Amortization | 45,222 | |
Interest on debt conversion | 471,589 | |
Amortization of Prepaid Consulting | 3,119,637 | |
Stock issued for services | 1,144,368 | 10,109,010 |
Stock options issued for services | 1,942,500 | 1,708,476 |
(Gain) / Loss on equity investee | 143,717 | (115,042) |
(Gain) / Loss on settlement of liability | 75,000 | |
Loss on settlement of debt | 588,645 | 5,700,076 |
Loss on investment | (971,500) | |
Impairment on goodwill | 170,689 | |
Foreign exchange translation adjustment | 7,875 | 2,503 |
Changes in operating assets and liabilities: | ||
Other receivables | (3,366) | 30,696 |
Advances receivable, related parties | (37,516) | |
Prepaid expenses and deposits | (14,756) | (97,626) |
Inventory | 83,682 | |
Accounts payable | (174,474) | 602,121 |
Accrued expenses, primarily management fees | 247,929 | 197,847 |
NET CASH USED IN OPERATING ACTIVITES | (1,626,583) | (710,196) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Advances receivable, related parties | 12,484 | |
Property license for cultivation | 50,000 | |
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES | (50,000) | 12,484 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from advances from related parties | 6,000 | |
Proceeds from notes payable to stockholders | 130,855 | |
Repayments of notes payable to stockholders | (55,000) | 204,243 |
Proceeds from common stock options exercised | 2,002,500 | 158,524 |
Proceeds from sale of common stock | 250,000 | |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 1,947,500 | 749,622 |
NET INCREASE IN CASH | 270,917 | 51,910 |
CASH, BEGINNING OF PERIOD | 61,971 | 10,061 |
CASH, END OF PERIOD | 332,888 | 61,971 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Common stock issued for services | 9,026,096 | |
Common stock issued for settlement of debt | 45,000 | 6,305,904 |
Common stock issued for prepaid legal retainer | $ 90,000 | $ 405,000 |
Common stock issued for options exercised | 2,248,500 | |
Note Payable to stockholders converted to common stock | $ 250,000 | |
Notes payable to stockholders settled through issuance of common stock | 45,855 | 605,828 |
Notes Payable to stockholders settled through advances from related parties | 20,502 | |
Accrued expenses settled through issuance of notes payable to stockholder | 975,407 | |
Accrued expenses settled through advance from related party | 2,711 | |
Accounts payable paid through note payable, stockholder | 130,855 | |
Accounts payable settled through advances from related parties | 101,077 | |
Debt Discount on notes payable to stockholders | $ 975,407 |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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 OTC Pink: 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. 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 has reignited the CSE by appointing Mr. Alfredo Dupetit on September 19 2015 as president and chief executive officer of CSE based on the German government proposing changes in the Drug Law which will relax the strict measures that regulate the consumption of medical cannabis and development of cannabis products for medicinal uses. 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, 2016 and 2015, 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 a 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 Measurement, 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 3). 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 identified impairment on its outstanding goodwill from its most recent testing, which was performed as of December 31, 2016. 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 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 $170,689 impairment loss on goodwill for the year ended December 31, 2016 and $0 for the year ended December 31, 2015. 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, 2016. 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 2016, which are anticipated to be completed and filed in fiscal 2017. 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, 2016 and through April 13, 2017, 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, 2016 | |
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 $137,929,021 and had a stockholders’ deficit of $2,438,002 at December 31, 2016. 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, 2016, 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 in substantial dilution to existing investors. |
Fair Value Measurements And Dis
Fair Value Measurements And Disclosures | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016. Equity method investments: 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, 2016 and 2015. December 31, 2015 Level 1 Level 2 Level 3 Total Equity method investment 43,500 $ — — $ 43,500 Total assets as of December 31, 2015 43,500 $ — — $ 43,500 December 31, 2016 Level 1 Level 2 Level 3 Total Equity method investment 187,500 $ — — $ 187,500 Total assets as of December 31, 2016 187,500 $ — — $ 187,500 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. RELATED PARTY TRANSACTIONS At December 31, 2016, a total of $52,500 (December 31, 2015: $52,500) in loans payable was due to the Company’s CFO, Robert Kane, through his company, R Kane Holding Inc., secured by a non-interest bearing promissory note due within 30 days of Michigan Green Technologies (50.1% controlled by the Company) liquidating shares in Cannabis Science, Inc. to repay the debt. At December 31, 2016, a total of $101,882 (December 31, 2015: $61,902) in loans payable was due to Interstate 101, a shareholder of the Company, with no interest and no security. The loan originated between April 1, 2015 and August 19, 2016 for various expenses of the Company. At December 31 2016, total of $3,165 (December 31, 2015: $3,165) in loans payable was due to Castor Management Services, a shareholder of the Company, with no interest and no security and is due on demand. The loan originated on August 14, 2015 for expenses of the Company. At December 31, 2016, the Company owes $11,871 (December 31, 2015: $0) to Crown Baus Capital Corp., which advanced a total of $11,871 for payment of the Company’s expenses in July, August and September of 2015 with no interest and no security. Crown Baus Capital Corp. is a company controlled by Raymond C. Dabney. At December 31, 2016, a total of $191,344 (December 31, 2015: $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, 2016, $93,885 (December 31, 2015: $66,847) was due to MJR BV, owned by Mario Lap director and director and officer of EU subsidiaries. At December 31, 2016, $447 (December 31, 2015: $447) was due to Robert Melamede, former CEO. At December 31, 2016, a total of $23,377 (December 31, 2015: $0) in loans payable was due to Drue Young, a shareholder of the Company, with no interest and no security and is due on demand. The loan originated from January 11, 2016 to December 31, 2016 for expenses of the Company. At December 31, 2016, a total of $20,502 (December 31, 2015: $20,502) in loans payable was due to Intrinsic Venture Corp., a shareholder of the Company, with no interest and no security and is due on demand. The loan originated from April 22, 2011 to December 31, 2014. At December 31, 2016, the Company held 7,500,000 common shares in Omnicanna Health Solutions, Inc. (formerly Endocan Corporation) (OTCBB: ENDO) (“Omnicanna”) representing approximately 2.89% of the issued and outstanding shares of Omnicanna, 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 Omnicanna 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 Omnicanna under an Asset Purchase Agreement. The value of the shares at December 31, 2016 and December 31, 2015 was determined to be $0.025 and $0.0058 per share or $187,500 and $43,500 respectively. On November 5, 2014, the Company transitioned to equity method investee account for the Omnicanna shares pursuant to ASC 323 recording $247,500 as the fair value of the shares to its equity method investee account. On December 31, 2016, the Company recorded unrealized gain of $144,000 on the equity method investee account and an impairment of $114,000 for the year ended December 31, 2015 in relation to the shares. Benjamin Tam, CFO and director of the Company and Robert Kane, COO and director of the Company are also the CFO and director and COO and director of Omnicanna. Raymond Dabney, CEO has 10.78% equity interest in Omniccanna Health Solutions, Inc. as of December 31, 2016. For the year ended December 31, 2016, the following related party stock-based compensation was recorded: Related Party Position Amount Raymond Dabney 1 President & CEO $ 193,842 Benjamin Tam CFO and Secretary 113,000 Robert Kane COO 245,380 Dr. Allen Herman Chief Medical Officer 70,500 Dr. Roscoe M. Moore, Jr Chair of Scientific Advisory Board 260,000 Mario Lap Director 215,380 Alfredo Dupetit-Bernardi. President & CEO of CBIS Europe GmbH 51,000 Chad S. Johnson, Esq. Former COO and General Counsel to Sept. 14, 2016 215,380 $ 1,364,482 1 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 2016 at which time Mario Lap under fiduciary duty will transfer all business operating activities, agreements, and assets to the Company. Alfredo Dupetit-Bernardi, International Product Development and President & CEO of Cannabis Science Europe GmbH, is conducting product development through the purchase of cannabis products from his personal company, Dupetit Natural Products GmbH. Notes payable to Intrinsic Venture Corp. (“IVC”) totaled $0 and $0 at December 31, 2016 and 2015, 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, 2016 and 2015, respectively. As of December 31, 2016, 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 $231,260 at December 31, 2016 and 2015, respectively. See Note 5. 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, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | 5. NOTES PAYABLE As of December 31, 2016, a total of $1,506,745 (December 31, 2015: $1,406,513) of notes payable are due to stockholders that are non-interest bearing and are due 12 or 24 months from the date of issue and loan origination beginning on January 31, 2012 through June 30, 2016. $1,340,156 of the Promissory notes were in default as of December 31, 2016. All promissory notes are unsecured. On February 7, 2016, the Company settled the balance of $45,855 promissory note owed to Stacey R. Lewis since March 21, 2015 and issued 45,000,000 shares of common stock pursuant to a debt settlement agreement with a fair market value of $634,500. Notes payable to Embella Holdings Ltd. totaled $1,108,896 and $1,108,896 at December 31, 2016 and December 31, 2015, respectively. As of December 31, 2016, 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 $231,260 at December 31, 2016 and December 31, 2015, respectively. As of December 31, 2016, the Company is in default on the promissory notes due and is negotiating with the debtor to extend the date. On August 10, 2016, a total of $975,407 in Management Fees Payable accumulated from February 2012 to June 30, 2016 was converted into a two-year Convertible Promissory Note to Raymond C. Dabney, CEO/Director of the Company. At the election of the note holder, it can be converted into common stocks of the Company at the par value of $0.001 a share. The Company has fully recognized the conversion discounts of the Note as prepaid interest to the maximum amount of $975,407 in accordance with ASC 470-20-30-8 and amortize it over the life of the Note. The Company has partially reduced $250,000 as result of a Debt Settlement Agreement dated August 10, 2016 by issuance of 250,000,000 Rule 144 restricted common stock at $0.001 a share. In addition, the Company paid $55,000 in expenses for Mr. Dabney in 2016. The balance of the Promissory Note as of December 31, 2016 was $670,407 (December 31, 2015: $0). In 2016, the Company recorded $471,589 as interest for the amortization, conversion and payment. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
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 $30,028,366 (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, 2016 and 2015, the Company had available federal and state net operating loss (NOL) carryforwards amounting to approximately $88,500,000 and $78,500,000, respectively, that are available to offset future federal and state taxable income and that expire in various periods through 2035 for 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, 2016 and 2015. 2016 2015 Deferred tax assets: NOL expense (benefit) $ (29,990,159 ) $ (26,699,209 ) Add: timing difference on unrealized losses (38,208 ) Total NOL expense (benefit) (30,028,366 ) (26,699,209 ) Less: valuation allowance 30,028,366 26,699,209 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, 2016 and 2015 is as follows: 2016 2015 Income tax expense (benefit) at statutory federal rate (3,329,157 ) 34 % (6,331,250 ) 34 % Increase in valuation allowance 3,329,157 -34 % 6,331,250 -34 % Income tax expense (benefit) at Company's effective tax rate — 0 % — 0 % |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2016 | |
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 2,355,355,296 and 1,581,855,296 issued and outstanding as of December 31, 2016 and 2015, 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, 2016 and 2015. 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, 2016 and 2015. 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, 2016, 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, 2016, 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 common authorized from 850,000,000 to 1,500,000,000 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, 2016, 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, 2016, 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, 2016, the Company has issued 48,000,000 common shares as compensation and has issued 2,500,000 Incentive Stock Options exercisable at $0.04 a share and 97,500,000 Non-Statutory Stock Options exercisable at $0.01 a share under the plan to various consultants and managements of the Company and 97,500,000 Non-Statutory Stock Options have been exercised at $0.01 a share. During the year ended December 31, 2016, the Company issued the following common stock: 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 fiscal year ended December 31, 2016, the Company issued stock pursuant to consulting agreements with several parties as follows On February 1, 2016, the Company entered a management agreement with a consulting firm and agreed to issue 15,000,000 shares of R144 restricted common stock with a fair market value of $180,000 for investor relation services. The shares were issued on April 7, 2016. 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, former COO/General Council till September 14, 2016 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, COO/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 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. On May 16, 2016, the Company issued 5,000,000 shares R144 restricted common stock and 2,500,000 shares of S-8 registered free-trading common stock under an Application Development and Consulting Management Agreement of the 2015 Equity Award Plan with a fair market value of $86,250. On May 16, 2016, the Company issued 10,000,000 shares R144 restricted common stock under an International Government Affairs Board Member Agreement with a fair market value of $151,000. On July 26, 2016, the Company issued 7,500,000 shares of S-8 registered free-trading common stock to a consultant with a fair market value of $90,000 for bonus and services under October 21, 2015 agreement. On July 26, 2016, the Company issued 5,000,000 shares of S-8 registered free-trading common stock to a consultant with a fair market value of $60,000 for bonus and services under March 16, 2015 agreement. On July 26, 2016, the Company issued 5,000,000 shares of S-8 registered free-trading common stock to a consultant with a fair market value of $60,000 for bonus and services under September 18, 2015 agreement. On July 26, 2016, the Company issued 5,000,000 shares of S-8 registered free-trading common stock to a consultant with a fair market value of $69,000 for bonus and services under July 4, 2016 Consulting Management Agreement. On July 26, 2016, the Company issued 5,000,000 shares of S-8 registered free-trading common stock to a consultant with a fair market value of $60,000 for bonus and services under July 6, 2016 International Property Development Consulting Agreement. On July 26, 2016, the Company issued 2,500,000 shares of S-8 registered free-trading common stock to Robert Kane, COO/director of the Company with a fair market value of $30,000 for Management Fees under January 20, 2015 Executive Management Agreement. On August 3, 2016, the Company issued 2,500,000 shares of S-8 registered free-trading common stock to a consultant with a fair market value of $38,500 for services under August 3, 2016 Consulting Agreement. On September 14, 2016, the Company issued 5,000,000 shares of R144 restricted common stock to Benjamin Tam, CFO/Secretary/Director of the Company with a fair market value of $70,000 for services under September 14, 2016 Executive Management Agreement. On October 9, 2016, the Company entered a Consulting Agreement with a Consultant to issue 1,000,000 shares of R144 restricted common stock with a fair market value of $19,900 for services under the Consulting Agreement. The shares were issued on January 19 2017. On October 21, 2016, the Company entered a Consulting Agreement with a Consultant to issue 15,000,000 of S-8 registered free trading common stock under 2016 Equity Award Plan B with a fair market value of $855,000 for services under the Consulting Agreement. The shares were issued on January 27, 2017. During the year ended December 31, 2016, the Company issued stock pursuant to debt settlement agreements as follows: On February 7, 2016, the Company entered a partial debt settlement agreement with Stacey R. Lewis to retire $45,855 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 $588,645. On August 10, 2016, the Company entered into a partial debt settlement agreement with Raymond C. Dabney, President/CEO/Director of the Company, to retire $250,000 of the $975,407 in promissory notes originated on August 9, 2016 as result of unpaid management fees and bonuses from February 9, 2012 to June 30, 2016 with no interest, and issued 250,000,000 Rule 144 restricted common shares of the Company at a deemed price of $0.001 per share as partial payment of the promissory note to settle the debt for a loss on settlement of $3,550,000. 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. During the year ended December 31, 2016, the Company issued stock pursuant to amendment to a property license agreement as follow: 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. During the year ended December 31, 2016, the Company issued 7,500,000 common stock for legal retainer services under consulting agreement as follows: On August 3, 2016, the Company issued 7,500,000 shares of S-8 registered free-trading common stock to a legal advisor as retainer with a fair market value of $90,000 for legal services under July 22, 2016 Consulting Agreement. During the year ended December 31 2016, the Company cancelled 15,500,000 common stock for purchase of a property as follow: At the year ended December 31, 2016, the Company terminated the Amended Agreement dated January 11, 2016 with Apothecary Genetics Investments to purchase a property by issuing 15,500,000 shares of R144 restricted common stock with a fair market value of $181,350. The shares are held in escrow by the Company’s attorney and are to be returned to treasury and transfer agency for cancellation. 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 January 20, 2016, the Company issued 10,000,000 shares S-8 registered free-trading common stock exercised under Option Agreement of the 2015 Equity Award Plan with exercise price at $0.01 and a fair market value of $117,000 to a consultant under a consultant agreement. On February 22, 2016, the Company issued 7,000,000 shares S-8 registered free-trading common stock exercised under Option Agreement of the 2015 Equity Award Plan with exercise price at $0.01 and a fair market value of $86,100 to a consultant under management agreement for a total Stock Option of 25,000,000 common shares with fair market value of $307,500. On February 22, 2016, the Company issued 6,500,000 shares S-8 registered free-trading common stock exercised under Option Agreement of 2015 Equity Award Plan with exercise price at $0.01 and a fair market value of $79,950 to a consultant under management agreement for a total Stock Option of 25,000,000 common shares with fair market value of $307,500. On March 22, 2016, the Company issued 5,000,000 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 $75,500 to a consultant under management agreement. On February 26, 2016. the Company approved and registered under File No. 333-209786 with Securities Exchange Commission maximum 150,000,000 common stock option (whether Incentive Stock Options or Non-Statutory Stock Options) at an exercise price of $0.01 per share under the Company’s 2016 Equity Award Plan and entered 11 Non-Statutory Stock Option Agreements with certain consultants from February 22, 2016 to May 13 2016 for a total of 146,500,000 common shares as follow: 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 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 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. 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 Award Plan with exercise price at $0.01 and a fair market value of $75,500. On May 10, 2016, the Company issued 18,000,000 shares of S-8 registered free-trading common stock for balance of shares exercised under an Option Agreement dated February 22, 2016 under 2016 Equity Award Plan with exercise price at $0.01 and a fair market value of $221,400 to a consultant under management agreement for a total Stock Option of 25,000,000 common shares with fair market value of $307,500. On May 10, 2016, the Company issued 18,500,000 shares of S-8 registered free-trading common stock for balance of shares exercised under an Option Agreement dated February 22, 2016 under 2016 Equity Award Plan with exercise price at $0.01 and a fair market value of $227,550 to a consultant under management agreement for a total Stock Option of 25,000,000 common shares with fair market value of $307,500. On May 13, 2016, the Company issued 5,000,000 shares of 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 $75,500 to a consultant under management agreement. On May 13, 2016, the Company issued 10,000,00 shares of 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 $151,000 to Alfredo Bernardi Dupetit, President & CEO of Cannabis Science Europe GmbH. On May 13, 2016, the Company issued 15,000,000 shares of 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 $264,000 to a consultant under management agreement. On May 13, 2016, the Company issued 10,000,000 shares of 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 $176,000 to a consultant under management agreement. On September 27, 2016. the Company approved and registered under File No. 333-213833 with Securities Exchange Commission maximum 250,000,000 common stock option (whether Incentive Stock Options or Non-Statutory Stock Options) at prices to be set by Compensation Committee under the Company’s 2016 Equity Award Plan B and entered 11 Incentive and Non-Statutory Stock Option Agreements with certain consultants from July 4, 2016 to October 21, 2016 for a total of 117,000,000 common shares as follow: On July 6, 2016, the Company entered an Incentive Stock Option Agreement with a management under 2016 Equity Award Plan B at exercise price of $0.01 to issue 10,000,000 shares of S-8 registered free-trading common stock with a fair market value of $145,000. The shares were exercised on July 6, 2016 and issued on January 19, 2017. On September 27, 2016, the Company entered a Non-Statutory Stock Option Agreement with a consultant under 2016 Equity Award Plan B at exercise price of $0.01 to issue 15,000,000 shares of S-8 registered free-trading common stock with a fair market value of $214,500. The shares were exercised on September 27, 2016 and issued on October 7, 2016. On September 27, 2016, the Company entered a Non-Statutory Stock Option Agreement with a consultant under 2016 Equity Award Plan B at exercise price of $0.01 to issue 10,000,000 shares of S-8 registered free-trading common stock with a fair market value of $143,000. The shares were exercised on September 27, 2016 and issued on October 7, 2016. On September 27, 2016, the Company entered an Incentive Stock Option Agreement with Benjamin Tam, CFO/Secretary/Director of the Company under 2016 Equity Award Plan B at exercise price of $0.01 to issue 10,000,000 shares of S-8 registered free-trading common stock with a fair market value of $143,000. The shares were exercised on September 27, 2016 and issued on October 7, 2016. On September 27, 2016, the Company entered a Non-Statutory Stock Option Agreement with a consultant under 2016 Equity Award Plan B at exercise price of $0.01 to issue 15,000,000 shares of S-8 registered free-trading common stock with a fair market value of $214,500. The shares were exercised on September 27, 2016 and issued on October 7, 2016. On September 27, 2016, the Company entered a Non-Statutory Stock Option Agreement with a consultant under 2016 Equity Award Plan B at exercise price of $0.01 to issue 10,000,000 shares of S-8 registered free-trading common stock with a fair market value of $143,000. The shares were exercised on September 27, 2016 and issued on October 7, 2016. On September 27, 2016, the Company entered an Incentive Stock Option Agreement with a consultant under 2016 Equity Award Plan B at exercise price of $0.01 to issue 10,000,000 shares of S-8 registered free-trading common stock with a fair market value of $143,000. The shares were exercised on September 27, 2016 and issued on October 7, 2016. On September 27, 2016, the Company entered an Incentive Stock Option Agreement with a consultant under 2016 Equity Award Plan B at exercise price of $0.01 to issue 10,000,000 shares of S-8 registered free-trading common stock with a fair market value of $143,000. The shares were exercised on September 27, 2016 and issued on October 7, 2016. On September 27, 2016, the Company entered a Non-Statutory Stock Option Agreement with a consultant for International Property Development under 2016 Equity Award Plan B at exercise price of $0.01 to issue 10,000,000 shares of S-8 registered free-trading common stock with a fair market value of $143,000. The shares were exercised on September 27, 2016 and issued on October 25, 2016. On October 3 2016, the Company entered a Non-Statutory Stock Option Agreement with a consultant under 2016 Equity Award Plan B at exercise price of $0.01 to issue 30,000,000 shares of S-8 registered free-trading common stock with a fair market value of $291,000. The shares were exercised on October 3, 2016 and the Company issued 15,000,000 shares on November 9, 2016 and cancelled the balance of 15,000,000 shares. On October 4, 2016, the Company entered an Option Agreement with a consultant under 2016 Equity Award Plan B at exercise price of $0.01 to issue 2,000,000 shares of S-8 registered free-trading common stock with a fair market value of $42,000. The shares were exercised on October 4, 2016 and issued on November 9, 2016. A summary of the status of the Company’s option grants as of December 31, 2016 and the changes during the period then ended is presented below: Shares Weighted-Average Outstanding December 31, 2015 4,200,000 $ 0.195 Granted 302,000,000 $ 0.010 Exercised 292,000,000 $ 0.010 Expired 2,500,000 $ 0.040 Outstanding December 31, 2016 11,700,000 $ 0.066 Options exercisable at December 31, 2016 11,700,000 $ 0.066 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, 5,000,000 shares at an exercise price of $0.01 a share will expire on July 3, 2017, 5,000,000 shares at an exercise price of $0.01 a share will expire on September 27, 2017 and 2,500,000 shares at an exercise price of $0.04 a share expired on March 25, 2016. The weighted average fair value at date of grant for options during year ended December 31, 2016 was estimated using the Black-Scholes option valuation model with the following: Average expected life in years 2 Average risk-free interest rate 2.50 % Average volatility 90 % Dividend yield 0 % |
Equipment
Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Equipment | 8. EQUIPMENT Net Book Value Cost Accumulated Depreciation December 31, 2016 December 31, 2015 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. |
Property Farming License
Property Farming License | 12 Months Ended |
Dec. 31, 2016 | |
Property Farming License | |
Property Farming License | 9. PROPERTY FARMING LICENSE On March 24, 2016, the Company entered a 15 years Joint Venture License Agreement with the Ft. McDermitt Allotment land Allotees, which is on the Ft. McDermitt Tribal Reservation, Raymond C. Dabney University, American Education Consulting Group and Cannabis Science, Inc. for a total of ten (10), one (1) acre parcels of land. The project is designed to benefit both the Ft. McDermitt Tribe and Members, and Allotment Allottees. Cannabis Science made two initial payments of $50,000 for licensing and initial development of two one (1) acre parcels of land located in Fort McDermitt Tribal Reservation in the State of Nevada, USA. Each one (1) acre parcel of land is specifically designated for placement no more than twelve (12) three (3,000) square foot greenhouses for the production of Cannabis and all Cannabis related products. All harvested products are to be delivered and sold to qualified licensed distribution centers. The Company is to share 40% of the Adjusted Gross Income after deduction of related operating expenses and cost to build the green houses. On October 24, 2016, the Company entered an Exclusive Master Facilitator Agreement with Members of Winnemucca Tribal Allotment, Free Spirit Organics, LLC, American Education Consulting Group and Raymond C. Dabney University to provide general support with developing, cultivating and processing of Cannabis/Hemp on 320 Acres of leased land in Humboldt County, Nevada. The Company’s share is 40% of net profit derived from the sale and distribution of Cannabis/Hemp products grown and manufactured on these lands. Under the agreement, the Company will be provided one (1) acre of land for research and development with placement of no more than 36,000 square feet of greenhouses used for cultivation and research of Cannabis/Hemp. The term of this Exclusive Master Agreement is five (5) years and up to twenty-five (25) years. On November 12, 2016, the Company entered an Exclusive Master Facilitator Agreement with the Members of Washoe Tribal Allotments in Douglas County, Nevada, together with Free Spirit Organics, LLC, American Education Consulting Group and Raymond C. Dabney University to provide general support with developing, cultivating and processing Cannabis/Hemp with Free Spirit Organics, LLC on Lot 20, one (1) acre parcel of leased land located in the allotment cc183, a portion of the SE ¼ of section 15, township 11 North, Range 21, East Mount Diablo Meridian, Douglas County of Nevada. The Company’s share is 20% on all initial non-refundable deposits from external investor, and 10% of net profit derived from the sale and distribution of Cannabis/Hemp products grown and manufactured on the land. Under the agreement, the Company will be provided one (1) acre of land for research and development with placement of no more than 36,000 square feet of greenhouses used for cultivation and research of Cannabis/Hemp. The term of this Exclusive Master Agreement is twenty-five (25) years renewable every five (5) years. On December 18, 2016, the Company enter six (6) Exclusive Master Facilitator Agreement for cultivation of Medical Marijuana/Hemp with the Members of Washoe Tribal Allotments in Douglas County, Nevada, together with Free Spirit Organics, LLC, American Education Consulting Group and Raymond C. Dabney University to provide general support with developing, cultivating and processing Cannabis/Hemp with Free Spirit Organics, LLC on 13 one (1) acre parcel of leased land, Lot 1, 2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 13 and 14, located in the allotment cc183, a portion of the SE ¼ of section 15, township 11 North, Range 21, East Mount Diablo Meridian, Douglas County of Nevada. The Family Allotment will receive $40,000 per acre Good Faith Non-Refundable Deposit per development site. The Company’s share is 20% on all initial non-refundable deposits from external investor, and 10% of net profit derived from the sale and distribution of Cannabis/Hemp products grown and manufactured on the land. Under the agreement, the Company will be provided one (1) acre of land for research and development with placement of no more than 36,000 square feet of greenhouses used for cultivation and research of Cannabis/Hemp. The term of this Exclusive Master Agreement is twenty-five (25) years renewable every five (5) years. On December 21, 2016, the Company enter two (2) Exclusive Master Facilitator Agreement for cultivation of Medical Marijuana/Hemp with the Members of Washoe Tribal Allotments in Douglas County, Nevada, together with Free Spirit Organics, LLC, American Education Consulting Group and Raymond C. Dabney University to provide general support with developing, cultivating and processing Cannabis/Hemp with Free Spirit Organics, LLC on two (2) one (1) acre parcel of leased land, Lot 6 and 21, located in the allotment cc183, a portion of the SE ¼ of section 15, township 11 North, Range 21, East Mount Diablo Meridian, Douglas County of Nevada. The Family Allotment will receive $40,000 per acre Good Faith Non-Refundable Deposit per development site. The Company’s share is 20% on all initial non-refundable deposits from external investor, and 10% of net profit derived from the sale and distribution of Cannabis/Hemp products grown and manufactured on the land. Under the agreement, the Company will be provided one (1) acre of land for research and development with placement of no more than 36,000 square feet of greenhouses used for cultivation and research of Cannabis/Hemp. The term of this Exclusive Master Agreement is twenty-five (25) years renewable every five (5) years. |
Equity Method Investee
Equity Method Investee | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investee | |
Equity Method Investee | 10. EQUITY METHOD INVESTEE On November 5, 2014, the Company accounted for its investment and loans in OmniCanna Health Solutions, Inc. (formerly 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 shareholder of Omnicanna Health Solutions, Inc. (“Omnicanna”) since June 2013 in addition to three other board of directors of the Company and Omnicanna are the same. Therefore, the Company was deemed to have significant influence and control of Omnicanna. The Company has elected to use the fair value valuation on the Equity Investee. On November 5, 2014, the Company recorded $247,500 in marketable securities and $85,427 (based on currency converted as of December 31, 2016) in loans to Omnicanna to its equity method investee account in accordance with ASC 323. An unrealized gain on the equity method account of $144,000 was recognized for the year ended December 31, 2016 in addition to an impairment on the equity method investee account of $114,000 was recognized for the year ended December 31, 2015 due to the non-temporary decline in the value of Omnicanna marketable securities. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Intangible Assets | 11. INTANGIBLE ASSETS December 31, 2016 December 31, 2015 Intellectual assets, primarily intellectual property and goodwill $ 830,988 $ 830,988 Less: Accumulated amortization (488,299 ) (445,299 ) Less: Impairment of Goodwill (170,689 ) 0 Total intangible assets, net $ 172,000 $ 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). |
Deposits
Deposits | 12 Months Ended |
Dec. 31, 2016 | |
Deposits | |
Deposits | 12. DEPOSITS On November 20, 2014, the Company signed an amendment to the license agreement with Apothecary Genetics Investments LLC (“Apothecary”). Pursuant to the amendment, the Company is acquiring all property, building, and equipment of Apothecary. The Company issued 14,500,000 R144 common stock to Apothecary with a market value of $971,500. On January 11, 2016, the Company signed a second amendment to the license agreement with Apothecary. Pursuant to the second amendment, the Company issued 15,500,000 shares of R144 restricted common stock with a fair market value of $181,350 to purchase a property located in northern California and wrote off the deposit of $971,500 as the research and development with Apothecary was unsuccessful. At the year ended December 31, 2016, the Company terminated the Amended Agreement dated January 11, 2016 due to refusal by Apothecary at end of July 2016 to transfer the northern California property to the Company unless the Company pay additional cash or shares to them. The shares in escrow are to be returned to treasury and transfer agency for cancellation. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2016 | |
Commitments | |
Commitments | 13. COMMITMENTS The Company has lease commitments for its European operations under private companies, MLS Lap B.V. and MJR B.V. owned and controlled by Mario Lap, director of the Company and director and officer of EU subsidiaries. Negotiations are ongoing in regards to preparing finalized agreements between the Company and Mr. Lap’s companies. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. SUBSEQUENT EVENTS Subsequent to the year ended December 31, 2016, the following transactions occurred: On January 3, 2017, the Company entered a Research Collaboration Agreement with Dana-Farber Cancer Institute, Inc. of Boston Massachusetts for a research project to develop and investigate the use of Cannabinolds to cure various caner, and investigate synergies with radiotherapy and immunotherapy. In consideration for this Agreement and performance of the Research, the Company has paid $201,656 to Dana-Farber Cancer Institute, Inc. On February 2, 2017, the Cannabis Science GmbH, a subsidiary 90% owned by the Company and 10% owned by Dupetit Natural Products GmbH, has entered a Share Purchase Agreement with Jinvator BioMed GmbH, a German corporation, for 74.9% of the total issued and outstanding shares of Jinvator BioMed GmbH for three hundred thousand Euros (€ 300,000). On February 16, 2017, the Company issued 5,000,000 shares of R144 restricted common stock to a consultant with a fair market value of $350,000 for legal and general consulting services under a consulting agreement dated January 13, 2017. On February 16, 2017, the Company issued 10,000,000 shares S-8 registered free-trading common stock to a consultant with a fair market value of $700,000 for legal and general consulting services under a consulting agreement dated January 13, 2017. On February 16, 2017, the Company issued 10,000,000 shares S-8 registered free-trading common stock under an Option Agreement of 2016 Equity Award Plan B with exercise price at $0.05 and a fair market value of $700,000 to a consultant under a consulting agreement dated January 13, 2017. On February 17, 2017, the Company entered an Investment Participation Agreement with Crown Baus Capital Corp., (OTC Pink: CBCA) for the rights to develop and cultivate the Company’s 100-acre leased property in Nevada. The Company will receive 10 million common shares of CBCA as payment in kind. On February 28, 2017, the Company issued 10,000,000 shares S-8 registered free-trading common stock under an Option Agreement of 2016 Equity Award Plan B with exercise price at $0.04 and a fair market value of $815,000 to Alfredo Dupetit-Bernardi, President/CEO of Cannabis Science Europe GmbH under an Option Agreement dated January 24, 2017. Common shares reconciliation table: Issued and outstanding as of December 31, 2016 2,350,355,296 Pending to be issued shares include in 2014 to 2016 balances (10,850,000 ) Shares voided but not removed from Securities Transfer Corp. 300,000 Shares to be returned to treasury and cancelled 15,500,000 Subsequent event issuances (35,000,000 ) Issued and outstanding as of March 30, 2017 2,390,305,296 |
Summary Of Significant Accoun21
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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 OTC Pink: 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. |
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 has reignited the CSE by appointing Mr. Alfredo Dupetit on September 19 2015 as president and chief executive officer of CSE based on the German government proposing changes in the Drug Law which will relax the strict measures that regulate the consumption of medical cannabis and development of cannabis products for medicinal uses. 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, 2016 and 2015, 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 a 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 Measurement, 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 3). 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 identified impairment on its outstanding goodwill from its most recent testing, which was performed as of December 31, 2016. 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 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 $170,689 impairment loss on goodwill for the year ended December 31, 2016 and $0 for the year ended December 31, 2015. |
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, 2016. |
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 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 2016, which are anticipated to be completed and filed in fiscal 2017. |
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, 2016 and through April 13, 2017, 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. |
Fair Value Measurements And D22
Fair Value Measurements And Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015. December 31, 2015 Level 1 Level 2 Level 3 Total Equity method investment 43,500 $ — — $ 43,500 Total assets as of December 31, 2015 43,500 $ — — $ 43,500 December 31, 2016 Level 1 Level 2 Level 3 Total Equity method investment 187,500 $ — — $ 187,500 Total assets as of December 31, 2016 187,500 $ — — $ 187,500 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions Tables | |
Schedule of Stock Based Compensation with Related Party | For the year ended December 31, 2016, the following related party stock-based compensation was recorded: Related Party Position Amount Raymond Dabney 1 President & CEO $ 193,842 Benjamin Tam CFO and Secretary 113,000 Robert Kane COO 245,380 Dr. Allen Herman Chief Medical Officer 70,500 Dr. Roscoe M. Moore, Jr Chair of Scientific Advisory Board 260,000 Mario Lap Director 215,380 Alfredo Dupetit-Bernardi. President & CEO of CBIS Europe GmbH 51,000 Chad S. Johnson, Esq. Former COO and General Counsel to Sept. 14, 2016 215,380 $ 1,364,482 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015. 2016 2015 Deferred tax assets: NOL expense (benefit) $ (29,990,159 ) $ (26,699,209 ) Add: timing difference on unrealized losses (38,208 ) Total NOL expense (benefit) (30,028,366 ) (26,699,209 ) Less: valuation allowance 30,028,366 26,699,209 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, 2016 and 2015 is as follows: 2016 2015 Income tax expense (benefit) at statutory federal rate (3,329,157 ) 34 % (6,331,250 ) 34 % Increase in valuation allowance 3,329,157 -34 % 6,331,250 -34 % Income tax expense (benefit) at Company's effective tax rate — 0 % — 0 % |
Equity Transactions (Tables)
Equity Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity Transactions Tables | |
Schedule of Stock Options Outstanding | A summary of the status of the Company’s option grants as of December 31, 2016 and the changes during the period then ended is presented below: Shares Weighted-Average Outstanding December 31, 2015 4,200,000 $ 0.195 Granted 302,000,000 $ 0.010 Exercised 292,000,000 $ 0.010 Expired 2,500,000 $ 0.040 Outstanding December 31, 2016 11,700,000 $ 0.066 Options exercisable at December 31, 2016 11,700,000 $ 0.066 |
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, 2016 was estimated using the Black-Scholes option valuation model with the following: Average expected life in years 2 Average risk-free interest rate 2.50 % Average volatility 90 % Dividend yield 0 % |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equipment Tables | |
Schedule of Property Plant and Equipment Assets | Net Book Value Cost Accumulated Depreciation December 31, 2016 December 31, 2015 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, 2016 | |
Intangible Assets Tables | |
Schedule of Intangible Assets | December 31, 2016 December 31, 2015 Intellectual assets, primarily intellectual property and goodwill $ 830,988 $ 830,988 Less: Accumulated amortization (488,299 ) (445,299 ) Less: Impairment of Goodwill (170,689 ) 0 Total intangible assets, net $ 172,000 $ 385,689 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events Tables | |
Schedule of Common Shares Reconciliation Table | Common shares reconciliation table: Issued and outstanding as of December 31, 2016 2,350,355,296 Pending to be issued shares include in 2014 to 2016 balances (10,850,000 ) Shares voided but not removed from Securities Transfer Corp. 300,000 Shares to be returned to treasury and cancelled 15,500,000 Subsequent event issuances (35,000,000 ) Issued and outstanding as of March 30, 2017 2,390,305,296 |
Fair Value Measurements And D29
Fair Value Measurements And Disclosures (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity method nvestment | $ 187,500 | $ 43,500 |
Total assets | 187,500 | 43,500 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity method nvestment | 187,500 | 43,500 |
Total assets | 187,500 | 43,500 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity method nvestment | ||
Total assets | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity method nvestment | ||
Total assets |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended | |
Dec. 31, 2016USD ($) | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | $ 1,364,482 | |
Raymond Dabney - CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | 193,842 | [1] |
Benjamin Tam - CFO, Secretary And Director [Member] | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | 113,000 | |
Robert Kane - Director, COO [Member] | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | 245,380 | |
Dr. Allen Herman - Cheif Medical Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | 70,500 | |
Dr. Roscoe M. Moore, Jr - Chair Of Scientific Advisory Board [Member} | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | 260,000 | |
Mario Lap - Director [Member] | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | 215,380 | |
Alfredo Bernardi Dupetit - President & CEO Of Cannabis Science Europe GmbH [Member] | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | 51,000 | |
Chad S. Johnson, Esq. - Former COO, General Counsel And Director [Member] | ||
Related Party Transaction [Line Items] | ||
Management fee and stock based compensation | $ 215,380 | |
[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, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
NOL expense (benefit) | $ 29,990,159 | $ 26,699,209 |
Add: timing difference on unrealized losses | 38,208 | |
Total NOL expense (benefit) | 30,028,366 | 26,699,209 |
Less: valuation allowance | 30,028,366 | 26,699,209 |
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, 2016 | Dec. 31, 2015 | |
Effective Income Tax Amount Reconciliation | ||
Income tax expense (benefit) at statutory federal rate | $ (3,329,157) | $ (6,331,250) |
Increase in valuation allowance | 3,329,157 | 6,331,250 |
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% |
Increase in valuation allowance | (34.00%) | (34.00%) |
Income tax expense (benefit) at Company's effective tax rate | 0.00% | 0.00% |
Equity Transactions (Schedule O
Equity Transactions (Schedule Of Stock Options Outstanding) (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Shares | |
Outstanding December 31, 2015 | shares | 4,200,000 |
Granted | shares | 302,000,000 |
Exercised | shares | 292,000,000 |
Expired | shares | 2,500,000 |
Outstanding December 31, 2016 | shares | 11,700,000 |
Options exercisable at December 31, 2016 | shares | 11,700,000 |
Weighted-Average Exercise Price | |
Outstanding December 31, 2015 | $ / shares | $ 0.195 |
Granted | $ / shares | 0.010 |
Exercised | $ / shares | 0.010 |
Expired | $ / shares | 0.040 |
Outstanding December 31, 2016 | $ / shares | 0.066 |
Options exercisable at December 31, 2016 | $ / shares | $ 0.066 |
Equity Transactions (Schedule34
Equity Transactions (Schedule Of Weighted Average Fair Value Assumptions Of Stock Options) (Details) - Stock Option [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Fair value of Stock Options - Black Scholes Options Valuation Model | |
Average expected life in years | 2 years |
Average risk-free interest rate | 2.50% |
Average volatility | 90.00% |
Dividend yield | 0.00% |
Equipment (Details)
Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Equipment Cost , Gross | $ 13,716 | |
Accumulated Depreciation | 13,716 | |
Equipment Cost, Net | ||
Equipment [Member] | ||
Equipment Cost , Gross | 3,000 | |
Accumulated Depreciation | 3,000 | |
Equipment Cost, Net | ||
Laboratory Equipment [Member] | ||
Equipment Cost , Gross | ||
Accumulated Depreciation | ||
Equipment Cost, Net | ||
Software [Member] | ||
Equipment Cost , Gross | 5,000 | |
Accumulated Depreciation | 5,000 | |
Equipment Cost, Net | ||
Computers [Member] | ||
Equipment Cost , Gross | 5,716 | |
Accumulated Depreciation | 5,716 | |
Equipment Cost, Net |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Total intangible assets, net | $ 172,000 | $ 215,000 |
Intellectual property and Goodwill | ||
Intellecutal assets, primarily intellectual property and goodwill | 830,988 | 830,988 |
Less: Accumulated amortization | 488,299 | 445,299 |
Less: Impairment of Goodwill | 170,689 | 0 |
Total intangible assets, net | $ 172,000 | $ 385,689 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Common Shares [Member] | 3 Months Ended |
Mar. 30, 2017shares | |
Common shares reconciliation table: | |
Common stock, shares outstanding | 2,350,355,296 |
Pending to be issued shares include in 2014 to 2016 balances | (10,850,000) |
Shares voided but not removed from Securities Transfer Corp. | 300,000 |
Shares to be returned to treasury and cancelled | 15,500,000 |
Subsequent event issuances | 35,000,000 |
Common stock, shares outstanding | 2,390,305,296 |
Summary Of Significant Accoun38
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | May 06, 2015 | Mar. 21, 2012 | Feb. 09, 2012 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 20, 2015 | Aug. 06, 2014 |
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 [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition | Feb. 9, 2012 | ||||||
Value of intangibles acquired | $ 192,119 | ||||||
Business acquisition purchase price | 450,132 | ||||||
GGECO University, Inc [Member] | Education Materials [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Value of intangibles acquired | 150,000 | ||||||
GGECO University, Inc [Member] | Trade Name [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Value of intangibles acquired | 20,000 | ||||||
GGECO University, Inc [Member] | Workforce [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Value of intangibles acquired | $ 22,119 | ||||||
Cannabis Consulting Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition | Mar. 21, 2012 | ||||||
Value of intangibles acquired | $ 125,000 | ||||||
Value of goodwiil | $ 22,000 | ||||||
Michigan Green Technologies, LLC [Member] | |||||||
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 ($) | Jul. 25, 2014 | Mar. 07, 2015 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 05, 2014 | Nov. 01, 2014 | Oct. 01, 2014 | Aug. 06, 2014 | Jul. 01, 2014 | Feb. 08, 2013 | Dec. 12, 2012 |
Related Party Transaction [Line Items] | ||||||||||||
Dues to related parties | $ 538,425 | $ 414,135 | ||||||||||
Due to officers or stockholders | 1,506,745 | 1,406,513 | ||||||||||
Proceeds from related party | 6,000 | |||||||||||
Equity method investee | $ 272,644 | 128,927 | ||||||||||
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. No common stockholders voted on this resolution or amendment. | 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 total ownership percentage | 30.10% | |||||||||||
Robert Kane - CFO [Member] | Loans Payable [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Dues to related parties | $ 52,500 | $ 52,500 | ||||||||||
Robert Kane, CFO Through His Company, R Kane Holding Inc., [Member] | Loans Payable [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument description | A non-interest bearing promissory note due within 30 days of Michigan Green Technologies (50.1% controlled by the Company) liquidating shares in Cannabis Science, Inc. to repay the debt. | A non-interest bearing promissory note due within 30 days of Michigan Green Technologies (50.1% controlled by the Company) liquidating shares in Cannabis Science, Inc. to repay the debt. | ||||||||||
Interstate 101 - Shareholder [Member] | Loans Payable [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Dues to related parties | $ 101,882 | $ 61,902 | ||||||||||
Debt instrument description | The debt with no interest and no security. The loan originated between April 1, 2015 and August 19, 2016 for various expenses of the Company. | The debt with no interest and no security. The loan originated between April 1, 2015 and August 19, 2016 for various expenses of the Company. | ||||||||||
Castor Management Services - Shareholder [Member] | Loans Payable [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Dues to related parties | $ 3,165 | $ 3,165 | ||||||||||
Debt instrument description | The debt with no interest and no security and is due on demand. The loan originated on August 14, 2015 for expenses of the Company. | The debt with no interest and no security and is due on demand. The loan originated on August 14, 2015 for expenses of the Company. | ||||||||||
Crown Baus Capital Corp - A Company Controlled By Raymond C. Dabney, CEO [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Dues to related parties | $ 11,871 | $ 0 | ||||||||||
Debt instrument description | The advances with no interest and no security. | The advances with no interest and no security. | ||||||||||
Proceeds from related party | $ 11,871 | |||||||||||
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] | ||||||||||||
Dues to related parties | $ 191,344 | $ 191,344 | ||||||||||
MJR BV - Owned By Mario Lap, Director [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Dues to related parties | 93,885 | 66,847 | ||||||||||
Robert Melamede - Former CEO [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Dues to related parties | 447 | 447 | ||||||||||
Drue Young - Shareholder [Member] | Loans Payable [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Dues to related parties | $ 23,377 | $ 0 | ||||||||||
Debt instrument description | The debt with no interest and no security and is due on demand. The loan originated from January 11, 2016 to December 31, 2016 for expenses of the Company. | The debt with no interest and no security and is due on demand. The loan originated from January 11, 2016 to December 31, 2016 for expenses of the Company. | ||||||||||
Intrinsic Venture Corp. - Shareholder [Member] | Loans Payable [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Dues to related parties | $ 20,502 | $ 20,502 | ||||||||||
Debt instrument description | The debt with no interest and no security and is due on demand. The loan originated from April 22, 2011 to December 31, 2014. | The debt with no interest and no security and is due on demand. The loan originated from April 22, 2011 to December 31, 2014. | ||||||||||
Intrinsic Venture Corp. - Shareholder [Member] | Notes Payable [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Dues to related parties | $ 0 | $ 0 | ||||||||||
Omnicanna Health Solutions, Inc. Related With Management - Director, CEO, CFO, COO [Member] | Equity Method Investment In Omnicanna Health Solutions, Inc. [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock invested | 7,500,000 | 2,500,000 | 5,000,000 | |||||||||
Equity method investment ownership percentage | 2.89% | |||||||||||
Fair market value of common stock acquired under equity method investment | $ 187,500 | $ 43,500 | $ 262,250 | $ 150,000 | ||||||||
Fair value of common stock acquired under equity method investment, per share | $ 0.025 | $ 0.0058 | $ 0.1049 | $ 0.03 | ||||||||
Equity method investee | $ 247,500 | |||||||||||
Unrealized gain (loss) on marketable securities | $ 144,000 | |||||||||||
Impairment of equity method investment | $ 114,000 | $ 114,000 | ||||||||||
Omnicanna Health Solutions, Inc. Related With Management - Director, CEO, CFO, COO [Member] | Equity Method Investment In Omnicanna Health Solutions, Inc. [Member] | Asset Purchase Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Investment owned 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 Omnicanna 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 Omnicanna under an Asset Purchase Agreement. | |||||||||||
Raymond Dabney - CEO [Member] | Equity Method Investment In Omnicanna Health Solutions, Inc. [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Equity method investment ownership percentage | 10.78% | |||||||||||
Intrinsic Capital Corp [Member] | Notes Payable [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due to officers or stockholders | $ 231,260 | 231,260 | ||||||||||
Notes assigned from Intrinsic Venture Corp. | $ 420,000 | $ 251,371 | ||||||||||
Embella Holdings Ltd [Member] | Notes Payable [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument description | The Company is in default on the promissory notes due and is negotiating with the debtor to extend the date. | |||||||||||
Due to officers or stockholders | $ 1,108,896 | $ 1,108,896 | ||||||||||
Notes assigned from Intrinsic Venture Corp. | $ 1,108,896 | |||||||||||
Benjamin Tam - CFO, Secretary And Director [Member] | Loans Payable [Member] | Michigan Green Technologies, LLC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from related party | $ 52,500 | |||||||||||
Business acquisition total ownership percentage | 50.10% |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) | Aug. 10, 2016 | Feb. 07, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | |||||
Notes payable to stockholders | $ 1,506,745 | $ 1,506,745 | $ 1,406,513 | ||
Promissory note original debt amount | 250,000 | ||||
Shares issued for debt settlement agreement, value | 634,500 | 6,305,904 | |||
Interest on debt conversion | $ 471,589 | ||||
Common Shares [Member] | |||||
Short-term Debt [Line Items] | |||||
Shares issued for debt settlement agreement, shares | 45,000,000 | 185,828,080 | |||
Shares issued for debt settlement agreement, value | $ 45,000 | $ 185,828 | |||
Note Payable To Stockholder [Member] | |||||
Short-term Debt [Line Items] | |||||
Notes payable to stockholders | 1,506,745 | $ 1,506,745 | $ 1,406,513 | ||
Debt instrument description | The notes payable are due to stockholders that are non-interest bearing and are due 12 or 24 months from the date of issue and loan origination beginning on January 31, 2012 through June 30, 2016. All promissory notes are unsecured | The notes payable are due to stockholders that are non-interest bearing and are due 12 or 24 months from the date of issue and loan origination beginning on January 31, 2012 through June 30, 2016. All promissory notes are unsecured | |||
Promissory notes defaults values | 1,340,156 | $ 1,340,156 | |||
Notes Payable [Member] | Common Shares [Member] | Stacey R. Lewis, Stockholder [Member] | |||||
Short-term Debt [Line Items] | |||||
Promissory note original debt amount | $ 45,855 | ||||
Shares issued for debt settlement agreement, shares | 45,000,000 | ||||
Shares issued for debt settlement agreement, value | $ 634,500 | ||||
Two-Year Convertible Promissory Note [Member] | Raymond Dabney - CEO [Member] | |||||
Short-term Debt [Line Items] | |||||
Notes payable to stockholders | 670,407 | $ 670,407 | $ 0 | ||
Accrued management fees payable converted to convertible promissory notes | $ 975,407 | ||||
Debt conversion terms | It can be converted into common stocks of the Company at the par value of $0.001 a share. The Company has fully recognized the conversion discounts of the Note as prepaid interest to the maximum amount of $975,407 in accordance with ASC 470-20-30-8 and amortize it over the life of the Note. | ||||
Repayments of notes payable | 55,000 | ||||
Interest on debt conversion | $ 471,589 | ||||
Two-Year Convertible Promissory Note [Member] | Rule 144 Restricted Stock [Member] | Raymond Dabney - CEO [Member] | |||||
Short-term Debt [Line Items] | |||||
Shares issued for debt settlement agreement, shares | 250,000,000 | ||||
Shares issued for debt settlement agreement, value | $ 250,000 | ||||
Shares issued, price per share | $ 0.001 | $ 0.001 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Narrative Details | ||
Net operating loss carry forward | $ 88,500,000 | $ 78,500,000 |
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) - $ / shares | Jul. 25, 2014 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Aug. 18, 2015 | Mar. 25, 2015 | Dec. 05, 2014 | Oct. 10, 2014 | Sep. 22, 2014 | Sep. 21, 2014 | Apr. 28, 2014 | Feb. 09, 2012 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | ||||||||||
Common stock issued for stock option exercised, shares | 292,000,000 | ||||||||||||||||
Stock option exercised price per share | $ 0.010 | ||||||||||||||||
2015 Equity Award Plan [Member] | Various Consultant And Management [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] | Various Consultant And Management [Member] | Incentive Stock Options Exercisable [Member] | |||||||||||||||||
Common stock issued for stock option exercised, shares | 2,500,000 | ||||||||||||||||
Stock option exercised price per share | $ 0.04 | ||||||||||||||||
2015 Equity Award Plan [Member] | Various Consultant And Management [Member] | Non-Statutory Stock Options Exercisable [Member] | |||||||||||||||||
Common stock issued for stock option exercised, shares | 97,500,000 | ||||||||||||||||
Stock option exercised price per share | $ 0.01 | ||||||||||||||||
Common Class A [Member] | |||||||||||||||||
Common stock voting rights | These shares have 10 votes per share. | ||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
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. No common stockholders voted on this resolution or amendment. | 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 Shares [Member] | |||||||||||||||||
Common stock voting rights | These shares have full voting rights. | ||||||||||||||||
Common stock, shares authorized | 1,500,000,000 | 850,000,000 | |||||||||||||||
Common stock issued for stock option exercised, shares | 292,000,000 | 76,500,000 | |||||||||||||||
Common Shares [Member] | 2012 Equity Compensation Plan [Member] | Staffs or Consultants [Member] | |||||||||||||||||
Shares authorized to be issued under equity plan | 50,000,000 | ||||||||||||||||
No of shares issued as compensation | 47,250,000 | ||||||||||||||||
Common Shares [Member] | 2014 Stock Compensation Plan A [Member] | Various Executive And Consultants [Member] | |||||||||||||||||
Shares authorized to be issued under equity plan | 6,500,000 | ||||||||||||||||
No of shares issued as compensation | 6,000,000 | ||||||||||||||||
Common Shares [Member] | 2014 Stock Compensation Plan B [Member] | Various Executive And Consultants [Member] | |||||||||||||||||
Shares authorized to be issued under equity plan | 6,500,000 | ||||||||||||||||
No of shares issued as compensation | 6,000,000 | ||||||||||||||||
Common Shares [Member] | 2014 Stock Compensation Plan C [Member] | Various Executive And Consultants [Member] | |||||||||||||||||
Shares authorized to be issued under equity plan | 50,000,000 | ||||||||||||||||
No of shares issued as compensation | 39,960,310 | ||||||||||||||||
Common Shares [Member] | 2015 Stock Compensation Plan [Member] | Various Executive And Consultants [Member] | |||||||||||||||||
Shares authorized to be issued under equity plan | 50,000,000 | ||||||||||||||||
No of shares issued as compensation | 46,448,000 | ||||||||||||||||
Common Shares [Member] | 2015 Equity Award Plan [Member] | Various Consultant And Management [Member] | |||||||||||||||||
Shares authorized to be issued under equity plan | 50,000,000 | ||||||||||||||||
No of shares issued as compensation | 48,000,000 |
Equity Transactions (Narrativ43
Equity Transactions (Narrative) (Details1) - USD ($) | Oct. 21, 2016 | Oct. 09, 2016 | Sep. 14, 2016 | Aug. 10, 2016 | Aug. 03, 2016 | Jul. 26, 2016 | May 16, 2016 | Apr. 07, 2016 | Mar. 22, 2016 | Mar. 08, 2016 | Feb. 07, 2016 | Feb. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Loss on settlement of debt | $ (588,645) | $ (5,625,076) | |||||||||||||
2015 Equity Award Plan [Member] | Application Development And Consulting Management Agreement [Member] | |||||||||||||||
Shares issued for services during the period, value | $ 86,250 | ||||||||||||||
Raymond Dabney - CEO [Member] | Two-Year Convertible Promissory Note [Member] | |||||||||||||||
Loss on settlement of debt | $ (3,550,000) | ||||||||||||||
Rule 144 Restricted Stock [Member] | Acquisition Of Apothecary Genetics Investments LLC. [Member] | |||||||||||||||
Cancellation of shares issued for purchase of property, shares | 15,500,000 | ||||||||||||||
Cancellation of shares issued for purchase of property, value | $ 181,350 | ||||||||||||||
Rule 144 Restricted Stock [Member] | International Government Affairs Board Member Agreement [Member] | |||||||||||||||
Shares issued for service during the period, shares | 10,000,000 | ||||||||||||||
Shares issued for services during the period, value | $ 151,000 | ||||||||||||||
Rule 144 Restricted Stock [Member] | 2015 Equity Award Plan [Member] | Application Development And Consulting Management Agreement [Member] | |||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | ||||||||||||||
Rule 144 Restricted Stock [Member] | Raymond Dabney - CEO [Member] | |||||||||||||||
Shares issued for service during the period, shares | 18,000,000 | ||||||||||||||
Shares issued for services during the period, value | $ 193,842 | ||||||||||||||
Rule 144 Restricted Stock [Member] | MLS Lap BV - Controlled By Director [Member] | |||||||||||||||
Shares issued for service during the period, shares | 20,000,000 | ||||||||||||||
Shares issued for services during the period, value | $ 215,380 | ||||||||||||||
Rule 144 Restricted Stock [Member] | Chad S. Johnson, Esq. - Former COO And General Counsel [Member] | |||||||||||||||
Shares issued for service during the period, shares | 20,000,000 | ||||||||||||||
Shares issued for services during the period, value | $ 215,380 | ||||||||||||||
Rule 144 Restricted Stock [Member] | Robert Kane - Director, COO [Member] | |||||||||||||||
Shares issued for service during the period, shares | 20,000,000 | ||||||||||||||
Shares issued for services during the period, value | $ 215,380 | ||||||||||||||
Rule 144 Restricted Stock [Member] | Benjamin Tam - CFO, Secretary And Director [Member] | Executive Management Agreement Dated September 14, 2016 [Member] | |||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | ||||||||||||||
Shares issued for services during the period, value | $ 70,000 | ||||||||||||||
Common Shares [Member] | |||||||||||||||
Shares issued for service during the period, shares | 174,000,000 | 257,403,310 | |||||||||||||
Common Shares [Member] | Stacey R. Lewis, Stockholder [Member] | Notes Payable [Member] | |||||||||||||||
Original debt carrying amount | $ 75,044 | ||||||||||||||
Loss on settlement of debt | $ (588,645) | ||||||||||||||
Common Shares [Member] | Consultant Agreement Dated July 22, 2016 [Member] | Legal Advisor [Member] | |||||||||||||||
Shares issued for service during the period, shares | 7,500,000 | ||||||||||||||
Shares issued for services during the period, value | $ 90,000 | ||||||||||||||
Common Shares [Member] | 2016 Equity Plan [Member] | Scientific Advisory Board Agreement [Member] | |||||||||||||||
Shares issued for service during the period, shares | 10,000,000 | ||||||||||||||
Shares issued for services during the period, value | $ 151,000 | ||||||||||||||
Common Shares [Member] | 2015 Equity Award Plan [Member] | Application Development And Consulting Management Agreement [Member] | |||||||||||||||
Shares issued for service during the period, shares | 2,500,000 | ||||||||||||||
Common Shares [Member] | Robert Kane - Director, COO [Member] | Executive Management Agreement Dated January 20, 2015 [Member] | |||||||||||||||
Shares issued for service during the period, shares | 2,500,000 | ||||||||||||||
Shares issued for services during the period, value | $ 30,000 | ||||||||||||||
Management Agreement With Consulting Firm [Member] | |||||||||||||||
Management and consulting agreement terms | On February 1, 2016, the Company entered a management agreement with a consulting firm and agreed to issue 15,000,000 shares of R144 restricted common stock with a fair market value of $180,000 for investor relation services. | ||||||||||||||
Shares issued for service during the period, shares | 15,000,000 | ||||||||||||||
Shares issued for services during the period, value | $ 180,000 | ||||||||||||||
Consultant [Member] | Rule 144 Restricted Stock [Member] | Consulting Agreement [Member] | |||||||||||||||
Management and consulting agreement terms | Tthe Company entered a Consulting Agreement with a Consultant to issue 1,000,000 shares of R144 restricted common stock with a fair market value of $19,900 for services under the Consulting Agreement. | ||||||||||||||
Consultant [Member] | Common Shares [Member] | Bonus And Services Agreement Dated October 21, 2015 [Member] | |||||||||||||||
Shares issued for service during the period, shares | 7,500,000 | ||||||||||||||
Shares issued for services during the period, value | $ 90,000 | ||||||||||||||
Consultant [Member] | Common Shares [Member] | Bonus And Services Agreement Dated March 16, 2015 [Member] | |||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | ||||||||||||||
Shares issued for services during the period, value | $ 60,000 | ||||||||||||||
Consultant [Member] | Common Shares [Member] | Bonus And Services Agreement Dated September 18, 2015 [Member] | |||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | ||||||||||||||
Shares issued for services during the period, value | $ 60,000 | ||||||||||||||
Consultant [Member] | Common Shares [Member] | Consulting Management Agreement Dated July 04, 2016 [Member] | |||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | ||||||||||||||
Shares issued for services during the period, value | $ 69,000 | ||||||||||||||
Consultant [Member] | Common Shares [Member] | International Property Development Consulting Agreement Dated July 06, 2016 [Member] | |||||||||||||||
Shares issued for service during the period, shares | 5,000,000 | ||||||||||||||
Shares issued for services during the period, value | $ 60,000 | ||||||||||||||
Consultant [Member] | Common Shares [Member] | Consultant Agreement Dated August 03, 2016 [Member] | |||||||||||||||
Shares issued for service during the period, shares | 25,000,000 | ||||||||||||||
Shares issued for services during the period, value | $ 38,500 | ||||||||||||||
Consultant [Member] | Common Shares [Member] | 2016 Equity Award Plan B [Member] | |||||||||||||||
Management and consulting agreement terms | The Company entered a Consulting Agreement with a Consultant to issue 15,000,000 of S-8 registered free trading common stock under 2016 Equity Award Plan B with a fair market value of $855,000 for services under the Consulting Agreement. |
Equity Transactions (Narrativ44
Equity Transactions (Narrative) (Details2) - USD ($) | Jan. 19, 2017 | Nov. 09, 2016 | Oct. 25, 2016 | Oct. 07, 2016 | Oct. 04, 2016 | Oct. 03, 2016 | Sep. 27, 2016 | Jul. 06, 2016 | May 13, 2016 | May 10, 2016 | Mar. 22, 2016 | Feb. 26, 2016 | Feb. 24, 2016 | Feb. 22, 2016 | Jan. 20, 2016 | Sep. 16, 2011 | May 13, 2016 | Oct. 21, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Common stock issued for stock option exercised, shares | 292,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 2,646,500 | $ 1,867,000 | ||||||||||||||||||
Exercise price of stock options | $ 0.010 | |||||||||||||||||||
Shares granted for stock options | 302,000,000 | |||||||||||||||||||
Common Shares [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 292,000,000 | 76,500,000 | ||||||||||||||||||
Shares issued for stock option exercised, value | $ 292,000 | $ 76,500 | ||||||||||||||||||
Common Shares [Member] | 2015 Equity Award Plan [Member] | Consulting Agreement [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 10,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 117,000 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | |||||||||||||||||||
Common Shares [Member] | 2015 Equity Award Plan [Member] | Management Agreement [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 7,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 86,100 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | |||||||||||||||||||
Shares granted for stock options | 25,000,000 | |||||||||||||||||||
Fair market value of stock options granted | $ 307,500 | |||||||||||||||||||
Common Shares [Member] | 2015 Equity Award Plan [Member] | Management Agreement [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 6,500,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 79,950 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | |||||||||||||||||||
Shares granted for stock options | 25,000,000 | |||||||||||||||||||
Fair market value of stock options granted | $ 307,500 | |||||||||||||||||||
Common Shares [Member] | 2015 Equity Plan [Member] | Management Agreement [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 5,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 75,500 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Award Plan [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 5,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 75,500 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | $ 0.01 | ||||||||||||||||||
Shares granted for stock options | 150,000,000 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Award Plan [Member] | Alfredo Bernardi Dupetit - President & CEO Of Cannabis Science Europe GmbH [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 1,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 151,000 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Award Plan [Member] | Management Agreement [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 5,000,000 | 18,000,000 | 25,000,000 | |||||||||||||||||
Shares issued for stock option exercised, value | $ 75,500 | $ 221,400 | $ 300,000 | |||||||||||||||||
Exercise price of stock options | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||
Shares granted for stock options | 25,000,000 | |||||||||||||||||||
Fair market value of stock options granted | $ 307,500 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Award Plan [Member] | Management Agreement [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 15,000,000 | 18,500,000 | ||||||||||||||||||
Shares issued for stock option exercised, value | $ 264,000 | $ 227,550 | ||||||||||||||||||
Exercise price of stock options | $ 0.01 | $ 0.01 | ||||||||||||||||||
Shares granted for stock options | 25,000,000 | |||||||||||||||||||
Fair market value of stock options granted | $ 307,500 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Award Plan [Member] | Management Agreement [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 10,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 176,000 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Award Plan [Member] | Non-Statutory Stock Options Agreements [Member] | Consultant [Member] | ||||||||||||||||||||
Total shares issued during the period, shares | 146,500,000 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Plan [Member] | Management Agreement [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 10,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 151,000 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Plan [Member] | Management Agreement [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 15,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 226,500 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Plan [Member] | Management Agreement [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 15,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 226,500 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Plan [Member] | Scientific Advisory Board Agreement [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 10,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 151,000 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Award Plan B [Member] | Non-Statutory Stock Options Agreements [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 15,000,000 | 15,000,000 | ||||||||||||||||||
Shares issued for stock option exercised, value | $ 214,500 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||
Share based compensation shares exercised, shares | 30,000,000 | 15,000,000 | ||||||||||||||||||
Share based compensation shares exercised, value | $ 291,000 | $ 214,500 | ||||||||||||||||||
Cancellation of shares issued for option exercised, shares | 15,000,000 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Award Plan B [Member] | Non-Statutory Stock Options Agreements [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 10,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 143,000 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | $ 0.01 | ||||||||||||||||||
Share based compensation shares exercised, shares | 10,000,000 | |||||||||||||||||||
Share based compensation shares exercised, value | $ 143,000 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Award Plan B [Member] | Non-Statutory Stock Options Agreements [Member] | Consultant For International Property Development [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 10,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 143,000 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | $ 0.01 | ||||||||||||||||||
Share based compensation shares exercised, shares | 10,000,000 | |||||||||||||||||||
Share based compensation shares exercised, value | $ 143,000 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Award Plan B [Member] | Incentive Stock Option Agreement [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 10,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 143,000 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | $ 0.01 | ||||||||||||||||||
Share based compensation shares exercised, shares | 10,000,000 | |||||||||||||||||||
Share based compensation shares exercised, value | $ 143,000 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Award Plan B [Member] | Incentive Stock Option Agreement [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 10,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 143,000 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | $ 0.01 | ||||||||||||||||||
Share based compensation shares exercised, shares | 10,000,000 | |||||||||||||||||||
Share based compensation shares exercised, value | $ 143,000 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Award Plan B [Member] | Option Agreement [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 2,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 42,000 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | $ 0.01 | ||||||||||||||||||
Share based compensation shares exercised, shares | 2,000,000 | |||||||||||||||||||
Share based compensation shares exercised, value | $ 42,000 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Award Plan B [Member] | Non-Statutory Stock Options Agreements [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 15,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 214,500 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | $ 0.01 | ||||||||||||||||||
Share based compensation shares exercised, shares | 15,000,000 | |||||||||||||||||||
Share based compensation shares exercised, value | $ 214,500 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Award Plan B [Member] | Non-Statutory Stock Options Agreements [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 10,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 143,000 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | $ 0.01 | ||||||||||||||||||
Share based compensation shares exercised, shares | 10,000,000 | |||||||||||||||||||
Share based compensation shares exercised, value | $ 143,000 | |||||||||||||||||||
Common Shares [Member] | 2016 Equity Award Plan B [Member] | Incentive Stock Option Agreement [Member] | Benjamin Tam - CFO, Secretary And Director [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 10,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 143,000 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | $ 0.01 | ||||||||||||||||||
Share based compensation shares exercised, shares | 10,000,000 | |||||||||||||||||||
Share based compensation shares exercised, value | $ 143,000 | |||||||||||||||||||
Management [Member] | Common Shares [Member] | 2016 Equity Award Plan B [Member] | Incentive Stock Option Agreement [Member] | ||||||||||||||||||||
Exercise price of stock options | $ 0.01 | |||||||||||||||||||
Share based compensation shares exercised, shares | 10,000,000 | |||||||||||||||||||
Share based compensation shares exercised, value | $ 145,000 | |||||||||||||||||||
Management [Member] | Common Shares [Member] | 2016 Equity Award Plan B [Member] | Incentive Stock Option Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Common stock issued for stock option exercised, shares | 10,000,000 | |||||||||||||||||||
Shares issued for stock option exercised, value | $ 145,000 | |||||||||||||||||||
Exercise price of stock options | $ 0.01 | |||||||||||||||||||
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, 5,000,000 shares at an exercise price of $0.01 a share will expire on July 3, 2017, 5,000,000 shares at an exercise price of $0.01 a share will expire on September 27, 2017 and 2,500,000 shares at an exercise price of $0.04 a share expired on March 25, 2016. | |||||||||||||||||||
Stock Option [Member] | V.P Of Investor Relations, CFO And Director For Services [Member] | ||||||||||||||||||||
Share based compensation option description | The following options were issued to the Companys 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 ($0.50) per share. | |||||||||||||||||||
Incentive Stock Options Or Non-Statutory Stock Options [Member] | Common Shares [Member] | 2016 Equity Award Plan B [Member] | ||||||||||||||||||||
Shares granted for stock options | 250,000,000 | |||||||||||||||||||
Total shares issued during the period, shares | 117,000,000 |
Equipment (Narrative) (Details)
Equipment (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Computers [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life of equipment | 2 years |
Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life of equipment | 2 years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life of equipment | 5 years |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life of equipment | 5 years |
Property Farming License (Narra
Property Farming License (Narrative) (Details) - USD ($) | Dec. 21, 2016 | Dec. 18, 2016 | Nov. 12, 2016 | Oct. 24, 2016 | Mar. 24, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | |||||||
Payment for property license for cultivation | $ 50,000 | ||||||
Joint Venture License Agreement With Ft. McDermitt Allotment Land Allotees [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Property farming license terms | On March 24, 2016, the Company entered a 15 years Joint Venture License Agreement with the Ft. McDermitt Allotment land Allotees, which is on the Ft. McDermitt Tribal Reservation, Raymond C. Dabney University, American Education Consulting Group and Cannabis Science, Inc. for a total of ten (10), one (1) acre parcels of land. The project is designed to benefit both the Ft. McDermitt Tribe and Members, and Allotment Allottees. Cannabis Science made two initial payments of $50,000 for licensing and initial development of two one (1) acre parcels of land located in Fort McDermitt Tribal Reservation in the State of Nevada, USA. Each one (1) acre parcel of land is specifically designated for placement no more than twelve (12) three (3,000) square foot greenhouses for the production of Cannabis and all Cannabis related products. All harvested products are to be delivered and sold to qualified licensed distribution centers. The Company is to share 40% of the Adjusted Gross Income after deduction of related operating expenses and cost to build the green houses. | ||||||
Payment for property license for cultivation | $ 50,000 | ||||||
Master Facilitator Agreement With Members of Winnemucca Tribal Allotment, Free Spirit Organics, LLC, American Education Consulting Group and Raymond C. Dabney University [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Property farming license terms | On October 24, 2016, the Company entered an Exclusive Master Facilitator Agreement with Members of Winnemucca Tribal Allotment, Free Spirit Organics, LLC, American Education Consulting Group and Raymond C. Dabney University to provide general support with developing, cultivating and processing of Cannabis/Hemp on 320 Acres of leased land in Humboldt County, Nevada. The Company’s share is 40% of net profit derived from the sale and distribution of Cannabis/Hemp products grown and manufactured on these lands. Under the agreement, the Company will be provided one (1) acre of land for research and development with placement of no more than 36,000 square feet of greenhouses used for cultivation and research of Cannabis/Hemp. | ||||||
Renewal or extension terms | The term of this Exclusive Master Agreement is five (5) years and up to twenty-five (25) years. | ||||||
Exclusive Master Facilitator Agreement With Members of Washoe Tribal Allotments, Free Spirit Organics, LLC, American Education Consulting Group and Raymond C. Dabney University [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Property farming license terms | On November 12, 2016, the Company entered an Exclusive Master Facilitator Agreement with the Members of Washoe Tribal Allotments in Douglas County, Nevada, together with Free Spirit Organics, LLC, American Education Consulting Group and Raymond C. Dabney University to provide general support with developing, cultivating and processing Cannabis/Hemp with Free Spirit Organics, LLC on Lot 20, one (1) acre parcel of leased land located in the allotment cc183, a portion of the SE ¼ of section 15, township 11 North, Range 21, East Mount Diablo Meridian, Douglas County of Nevada. The Company’s share is 20% on all initial non-refundable deposits from external investor, and 10% of net profit derived from the sale and distribution of Cannabis/Hemp products grown and manufactured on the land. Under the agreement, the Company will be provided one (1) acre of land for research and development with placement of no more than 36,000 square feet of greenhouses used for cultivation and research of Cannabis/Hemp. | ||||||
Renewal or extension terms | The term of this Exclusive Master Agreement is twenty-five (25) years renewable every five (5) years. | ||||||
Six Exclusive Master Facilitator Agreement With Members of Washoe Tribal Allotments, Free Spirit Organics, LLC, American Education Consulting Group and Raymond C. Dabney University [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Property farming license terms | On December 18, 2016, the Company enter six (6) Exclusive Master Facilitator Agreement for cultivation of Medical Marijuana/Hemp with the Members of Washoe Tribal Allotments in Douglas County, Nevada, together with Free Spirit Organics, LLC, American Education Consulting Group and Raymond C. Dabney University to provide general support with developing, cultivating and processing Cannabis/Hemp with Free Spirit Organics, LLC on 13 one (1) acre parcel of leased land, Lot 1, 2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 13 and 14, located in the allotment cc183, a portion of the SE ¼ of section 15, township 11 North, Range 21, East Mount Diablo Meridian, Douglas County of Nevada. The Family Allotment will receive $40,000 per acre Good Faith Non-Refundable Deposit per development site. The Company’s share is 20% on all initial non-refundable deposits from external investor, and 10% of net profit derived from the sale and distribution of Cannabis/Hemp products grown and manufactured on the land. Under the agreement, the Company will be provided one (1) acre of land for research and development with placement of no more than 36,000 square feet of greenhouses used for cultivation and research of Cannabis/Hemp. | ||||||
Renewal or extension terms | The term of this Exclusive Master Agreement is twenty-five (25) years renewable every five (5) years. | ||||||
Two Exclusive Master Facilitator Agreement With Members of Washoe Tribal Allotments, Free Spirit Organics, LLC, American Education Consulting Group and Raymond C. Dabney University [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Property farming license terms | On December 21, 2016, the Company enter two (2) Exclusive Master Facilitator Agreement for cultivation of Medical Marijuana/Hemp with the Members of Washoe Tribal Allotments in Douglas County, Nevada, together with Free Spirit Organics, LLC, American Education Consulting Group and Raymond C. Dabney University to provide general support with developing, cultivating and processing Cannabis/Hemp with Free Spirit Organics, LLC on two (2) one (1) acre parcel of leased land, Lot 6 and 21, located in the allotment cc183, a portion of the SE ¼ of section 15, township 11 North, Range 21, East Mount Diablo Meridian, Douglas County of Nevada. The Family Allotment will receive $40,000 per acre Good Faith Non-Refundable Deposit per development site. The Company’s share is 20% on all initial non-refundable deposits from external investor, and 10% of net profit derived from the sale and distribution of Cannabis/Hemp products grown and manufactured on the land. Under the agreement, the Company will be provided one (1) acre of land for research and development with placement of no more than 36,000 square feet of greenhouses used for cultivation and research of Cannabis/Hemp. | ||||||
Renewal or extension terms | The term of this Exclusive Master Agreement is twenty-five (25) years renewable every five (5) years. |
Equity Method Investee (Narrati
Equity Method Investee (Narrative) (Details) - Omnicanna Health Solutions, Inc. Related With Management - Director, CEO, CFO, COO [Member] - Equity Method Investment In Omnicanna Health Solutions, Inc. [Member] - USD ($) | Nov. 05, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | |||
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. | ||
Investment in marketable securities | $ 85,631 | ||
Impairment of equity method investment | $ 114,000 | $ 114,000 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Intellectual Assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 5 years |
Deposits (Narrative) (Details)
Deposits (Narrative) (Details) - Acquisition Of Apothecary Genetics Investments LLC. [Member] - USD ($) | Jan. 11, 2016 | Nov. 20, 2014 | Dec. 31, 2016 |
Deposits written off | $ 971,500 | ||
License agreement description and amendment terms | At the year ended December 31, 2016, the Company terminated the Amended Agreement dated January 11, 2016 due to refusal by Apothecary at end of July 2016 to transfer the northern California property to the Company unless the Company pay additional cash or shares to them. The shares in escrow are to be returned to treasury and transfer agency for cancellation. | ||
Rule 144 Restricted Stock [Member] | |||
Shares issued for acquisition of property, building and equipment | 15,500,000 | 14,500,000 | |
Shares issued for license agreement, value | $ 181,350 | $ 971,500 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | Feb. 28, 2017 | Feb. 17, 2017 | Feb. 16, 2017 | Feb. 02, 2017 | Jan. 03, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||||||
Research and development | $ 306,326 | $ 801,500 | |||||
Common stock issued for stock option exercised, shares | 292,000,000 | ||||||
Common stock issued for stock option exercised, value | $ 2,646,500 | $ 1,867,000 | |||||
Exercise price of stock options | $ 0.010 | ||||||
Common Shares [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued for service during the period, shares | 174,000,000 | 257,403,310 | |||||
Common stock issued for stock option exercised, shares | 292,000,000 | 76,500,000 | |||||
Common stock issued for stock option exercised, value | $ 292,000 | $ 76,500 | |||||
Subsequent Event [Member] | Cannabis Science GmbH [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Ownership interest by parent | 90.00% | ||||||
Ownership interest by Dupetit Natural Products GmbH | 10.00% | ||||||
Subsequent Event [Member] | Research Collaboration Agreement With Dana-Farber Cancer Institute, Inc [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Research and development | $ 201,656 | ||||||
Subsequent Event [Member] | Share Purchase Agreement With Jinvator BioMed GmbH [Member] | Cannabis Science GmbH [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Agreement terms | On February 2, 2017, the Cannabis Science GmbH, a subsidiary 90% owned by the Company and 10% owned by Dupetit Natural Products GmbH, has entered a Share Purchase Agreement with Jinvator BioMed GmbH, a German corporation, for 74.9% of the total issued and outstanding shares of Jinvator BioMed GmbH for three hundred thousand Euros (€ 300,000). | ||||||
Subsequent Event [Member] | Consulting Agreement Dated January 13, 2017 [Member] | Consultant [Member] | Rule 144 Restricted Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued for service during the period, shares | 5,000,000 | ||||||
Shares issued for services during the period, value | $ 350,000 | ||||||
Subsequent Event [Member] | Consulting Agreement Dated January 13, 2017 [Member] | Consultant [Member] | Common Shares [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued for service during the period, shares | 10,000,000 | ||||||
Shares issued for services during the period, value | $ 700,000 | ||||||
Subsequent Event [Member] | Consulting Agreement Dated January 13, 2017 [Member] | Consultant [Member] | Common Shares [Member] | 2016 Equity Award Plan B [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issued for stock option exercised, shares | 10,000,000 | ||||||
Common stock issued for stock option exercised, value | $ 700,000 | ||||||
Exercise price of stock options | $ 0.05 | ||||||
Subsequent Event [Member] | Investment Participation Agreement With Crown Baus Capital Corp [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Agreement terms | On February 17, 2017, the Company entered an Investment Participation Agreement with Crown Baus Capital Corp., (OTC Pink: CBCA) for the rights to develop and cultivate the Company’s 100-acre leased property in Nevada. The Company will receive 10 million common shares of CBCA as payment in kind. | ||||||
Subsequent Event [Member] | Option Agreement Dated January 24, 2017 [Member] | Common Shares [Member] | 2016 Equity Award Plan B [Member] | Alfredo Dupetit-Bernardi - President/CEO of Cannabis Science Europe GmbH [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issued for stock option exercised, shares | 10,000,000 | ||||||
Common stock issued for stock option exercised, value | $ 815,000 | ||||||
Exercise price of stock options | $ 0.04 |