Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Jul. 14, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | CANNABIS SCIENCE, INC. | |
Entity Central Index Key | 1,024,626 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
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 Common Stock, Shares Outstanding | 2,443,355,296 | 2,466,805,296 |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 316,591 | $ 332,888 |
Other receivables | 15,520 | 36,001 |
Prepaid expenses and deposits held with RMS (Note 11) | 275,744 | 808,514 |
Inventory | 103,868 | 102,993 |
Total current assets | 711,723 | 1,280,396 |
Equipment and Greenhouse, net (Note 7) | 330,729 | |
Property Farming Rights (Note 8) | 804,492 | 751,726 |
Equity method investee (Note 9) | 325,277 | 272,644 |
Intangibles, net of accumulated amortization (Note 10) | 161,250 | 172,000 |
TOTAL ASSETS | 2,333,471 | 2,476,766 |
Current Liabilities | ||
Accounts payable | 839,903 | 856,269 |
Accrued expenses, primarily management fees (Note 4) | 1,062,336 | 884,465 |
Advances from related parties (Note 4) | 572,785 | 538,425 |
Management bonuses | 300,000 | 300,000 |
Notes payable to stockholders (Note 5) | 1,590,715 | 1,506,745 |
Notes payable (Note 5) | 396,303 | 177,698 |
Total current liabilities and total liabilities | 4,762,042 | 4,263,602 |
Stockholders' Deficit | ||
Series A Preferred stock, $0.001 par value, 1,000,000 shares authorized, 1,000,000 shares issued and outstanding at March 31, 2017 and December 31, 2016 | 1,000 | 1,000 |
Common stock, $.001 par value, 3,000,000,000 shares authorized, 2,443,355,296 issued and outstanding as of March 31, 2017 and 2,350,355,296 at December 31, 2016; Common stock, Class A, $.001 par value, 100,000,000 shares authorized, 0 issued and outstanding as of March 31, 2017 and December 31, 2016 | 2,443,356 | 2,350,356 |
Prepaid consulting | 3,759,810 | 1,705,659 |
Common Stock receivable | 2,680,000 | 655,000 |
Additional paid-in capital | 144,292,020 | 136,963,520 |
Accumulated deficit | (142,163,656) | (138,137,771) |
Cumulative exchange translation | (15,980) | (11,495) |
Equity attributable to common shareholders | (1,883,070) | (1,195,049) |
Non-Controlling interest | (545,501) | (591,787) |
Total stockholders' deficit | (2,428,571) | (1,786,836) |
TOTAL LIABILTIES AND STOCKHOLDERS' DEFICIT | 2,333,471 | 2,476,766 |
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 March 31, 2017 and December 31, 2016 | 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, 2,443,355,296 issued and outstanding as of March 31, 2017 and 2,350,355,296 at December 31, 2016; Common stock, Class A, $.001 par value, 100,000,000 shares authorized, 0 issued and outstanding as of March 31, 2017 and December 31, 2016 | ||
Equity attributable to common shareholders | ||
Total stockholders' deficit | ||
TOTAL LIABILTIES AND STOCKHOLDERS' DEFICIT |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
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 | 2,443,355,296 | 2,350,355,296 |
Common stock, shares outstanding | 2,443,355,296 | 2,350,355,296 |
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 Other Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
REVENUE | $ 3,733 | $ 2,925 |
Cost of Goods Sold | 1,921 | 1,598 |
Gross Profit | 1,812 | 1,327 |
Operating Expenses | ||
Investor relations | 20,700 | 157,000 |
Professional Fees | 82,374 | 81,690 |
Net loss on settlement of liabilites | (588,645) | |
Depreciation and Amortization | 10,814 | 19,285 |
Research and Development | 216,943 | 163,000 |
General and administrative | 3,400,505 | 2,391,689 |
Total operating expenses | 3,731,336 | 3,401,309 |
Net Operating Loss | (3,729,524) | (3,399,982) |
Other income (expense) | ||
Interest expense, net | 302,575 | 35 |
Unrealized gain on equity investee | 52,500 | 69,000 |
Total other income (expense) | (250,075) | 68,965 |
Net Loss | (3,979,599) | (3,331,017) |
Net (Income) loss attributable to non-controlling interest | 46,286 | (40,045) |
Net loss attributable to common shareholders | (4,025,885) | (3,290,972) |
Other Comprehensive Income (Loss) | ||
Foreign exchange translation adjustment | (4,485) | (2,096) |
Total other comprehensive income (Loss) | (4,485) | (2,096) |
Comprehensive loss attributable to Cannabis Science, Inc. | $ (4,030,370) | $ (3,293,068) |
Net loss per common share - Basic and diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding | 2,389,710,852 | 1,680,393,758 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,979,599) | $ (3,331,017) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 21,797 | 19,285 |
Interest on debt conversion | 302,575 | |
Stock issued for services | 2,712,349 | 1,738,220 |
Stock options issued for services | 630,000 | 437,000 |
(Gain) / Loss on settlement of liability | (588,645) | |
(Gain) / Loss on Equity Investee, Omnicanna Health Solutions, Inc. | 52,500 | 69,000 |
Changes in operating assets and liabilities: | ||
Other receivables | (20,481) | 16,948 |
Prepaid expenses and deposits held with RMS | (529,020) | 6,088 |
Equity investee | 133 | 435 |
Inventory | 875 | 64,956 |
Property farming rights | 60,000 | |
Accounts payable | (16,366) | 67,166 |
Accrued expenses, primarily management fees | 177,871 | 319,000 |
Loan receivable, related parties | (34,360) | (22,945) |
NET CASH USED IN OPERATING ACTIVITES | 318,980 | (296,183) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Equipment and Greenhouse | 766 | |
Greenhouse | 330,026 | |
Property farming rights | 25,000 | |
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES | (330,792) | (25,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from common stock options exercised | 276,500 | |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 276,500 | |
Effect on exchange rate changes on cash | (4,485) | (2,096) |
NET DECREASE IN CASH | (16,297) | (46,779) |
CASH, BEGINNING OF PERIOD | 332,888 | 61,971 |
CASH, END OF PERIOD | 316,591 | 15,192 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Common stock issued for services | 1,170,982 | |
Common stock issued for settlement of debt | $ 634,500 | |
Common stock issued for options exercised | 1,338,050 | |
Debt converted into common stock | $ 45,855 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Equity/(Deficit) - 3 months ended Mar. 31, 2017 - 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 |
Balance Common stock, shares 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, value at Dec. 31, 2016 | $ 2,350,356 | $ 1,000 | $ 136,963,520 | $ (1,705,659) | $ (138,137,771) | $ (655,000) | $ (11,495) | $ (1,195,049) | $ (591,787) | $ (1,786,836) |
Common stock issued for services, shares | 58,000,000 | |||||||||
Common stock issued for services, value | $ 58,000 | 4,708,500 | (2,559,000) | 2,207,500 | $ 2,207,500 | |||||
Common stock issued for stock option exercised, shares | 35,000,000 | 35,000,000 | ||||||||
Common stock issued for stock option exercised, value | $ 35,000 | 2,620,000 | (2,025,000) | 630,000 | $ 630,000 | |||||
Amortization of shares issued for services | 504,849 | 504,849 | 504,849 | |||||||
Net loss for the period | (4,025,885) | (4,025,885) | 46,286 | (3,979,599) | ||||||
Foreign exchange translation | (4,485) | (4,485) | $ (4,485) | |||||||
Balance Common stock, shares at Mar. 31, 2017 | 2,443,355,296 | 2,443,355,296 | ||||||||
Balance Preferred stock, shares at Mar. 31, 2017 | 1,000,000 | 1,000,000 | ||||||||
Balance, amount at Mar. 31, 2017 | $ 2,443,356 | $ 1,000 | $ 144,292,020 | $ (3,759,810) | $ (142,163,656) | $ (2,680,000) | $ (15,980) | $ (1,883,070) | $ (545,501) | $ (2,428,571) |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
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. Interim Financial Reporting While the information presented in the accompanying interim consolidated financial statements is unaudited, it includes all adjustments, which are in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with general accepted accounting principles in the United States of America (“GAAP”). These interim financial statements follow the same accounting policies and methods of application as used in the December 31, 2016 audited financial statements of Cannabis Science, Inc. (the “Company”). All adjustments are of a normal, recurring nature. Interim financial statements and the notes thereto do not contain all of the disclosures normally found in the year-end audited financial statements and these Notes to Financial Statements are abbreviated and contain only certain disclosures related to the three-month periods ended March 31, 2017 and 2016. It is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2016 included in our Form 10-K filed with the SEC on file no. 000-28911 161631274 April 17, 2017. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that can be expected for the year ending December 31, 2017. The following subsidiaries and controlling interests are included with the consolidated financial statements of the Company for the three months ended March 31, 2017: In 2012, the Company formed Cannabis Science Europe GmbH (“CSE”) in which the Company own 90% 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. The Company has reignited the CSE by appointing Mr. Alfredo Dupetit on September 19, 2015 as president and chief executive officer of CSE. As recent as January 7, 2016, the Federal Health Ministry in Germany has presented “Cannabis as medicine”, a detailed draft bill that aims to modify the Drug Law and relax the strict measures that regulate the consumption of medical cannabis and, above all, become the main vehicle for everything relating to the plant and its medical users in the country. The Company has reinstated the development of cannabis products in February 2016 for medicinal uses in Germany. 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, MJR BV and Cannabis Agency BV, all are 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 1,200,000 shares of common stock with a fair market value of $60,000 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 they 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 started the operation of distributing of existing and new line of products. 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 (Jinvator), a German corporation, for 74.9% of the total issued and outstanding shares of Jinvator for three hundred thousand Euros (€ 300,000) which has a US dollar equivalent of $320,430. Jinvator developed a prototype called nanoGold-Test which is based on nano-particle technology for the detection of HIV in the early stage of infection. Patent has been submitted and pending for approval. The acquisition is pending on verification of key information. On March 27, 2017, the Company entered an agreement to acquire the Assets of AFA Research and Development, a California sole proprietorship of Aja Fonseca Arnold in the research and development of products based on cannabinoid (CBD) and Tetrahydrocannabinol (THC) for patient care. As consideration for acquiring the Assets, which consist of brands, pending trademarks, trade-names, designs, medicinal products and formulations, client base, computer hardware and software, intellectual properties, inventory, equipment, supplies, supplier’s information and contacts, contracted rights, properties, patents, and distribution rights for a total sum of $750,000. The completion of assets acquisition is pending on verification of material information. In addition, the Company engaged Aja Fonseca Arnold under a 5-year management agreement to continue the research and development of medicinal cannabis products for patient care with various ailments. For other accounting policies please refer to the Company’s Form 10-K with the SEC on file no. 000-28911 161631274 April 17, 2017. The Company qualifies as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as we do not have more than $1,000,000,000 in annual gross revenue and did not have such amount as of December 31, 2016, our last fiscal year. We are electing to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2017 | |
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 $142,163,656 and had a stockholders’ deficit of $2,428,571 as of March 31, 2017. 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 March 31, 2017, 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 | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Disclosures | 3. FAIR VALUE MEASUREMENTS AND DISCLOSURES ASC Topic 820, Fair Value Measurement |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. RELATED PARTY TRANSACTIONS At March 31, 2017, a total of $104,200 (December 31, 2016: $14,200) in Accrued Management Fees Payable was due to the Company’s CEO/Director, Raymond C. Dabney. At March 31, 2017, a total Prepaid management fees of $45,000 (December 31, 2016: Prepaid $52,500) advanced to the Company’s Director, Mario Lap. At March 31, 2017, a total of $15,000 (December 31, 2016: Prepaid $30,000) in Accrued Management Fees Payable was due to the Company’s COO/Director, Robert Kane. At March 31, 2017, a total of $52,500 (December 31, 2016: $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 March 31, 2017, the Company owes $11,871 (December 31, 2016: $11,871) 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. As of March 31, 2017, the Company owes $101,882 (December 31, 2016: $101,882) in loan payable to a stockholder, Interstate 101 that is non-interest bearing and due on demand with no security. The loan originated between April 1, 2015 and August 19, 2016 for various expenses of the Company. At March 31, 2017, the Company owes $3,165 (December 31, 2016: $3,165) in loan payable 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 March 31, 2017, a total of $191,344 (December 31, 2016: $191,344) in loans payable was due to Bogat Family Trust, of which Raymond Dabney the Company’s Director and President/CEO as trustee. At March 31, 2017, $99,463 (December 31, 2016: $93,885) was due to MJR BV, owned by Mario Lap director and director and officer of EU subsidiaries. At March 31, 2017, $447 (December 31, 2016: $447) was due to Robert Melamede, former CEO. At March 31, 2017, a total of $52,160 (December 31, 2016: $23,378) 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 March 31, 2017 for expenses of the Company. At March 31, 2017, a total of $20,502 (December 31, 2016: $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 March 31, 2017, the Company held 7,500,000 common shares in the OmniCanna Health Solutions, Inc. (prior to April 24, 2014, the name was 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 per share 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 March 31, 2017 was determined to be $0.032 per share or $240,000 with the Company recording unrealized gain under the Equity Investee rules for the three months ended March 31, 2017 and the value of the shares at December 31, 2016 was determined to be $0.025 per share or $187,500. Convertible Notes Payable to Royalty Management Services Corp., a company owned by a family member of Mr. Raymond C. Dabney, CEO/Director of the Company, entered into a management agreement with the Company on September 15, 2015 for accounting services, websites development and maintenance, office management, management and payments for travel, promotion and entertainments, shareholders communications and payment services totaled $860,790 and $860,790 at March 31, 2017 and December 31, 2016 respectively. See Note 5. 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 an impairment on the equity method investee account of $114,000 in relation to the shares. Robert Kane, CFO and director of the Company is also the CFO and a director of OmniCanna. Chad S. Johnson, Esq., COO, general counsel and a director is also a director and general counsel for Omnicanna. Raymond Dabney, CEO has 10.78% equity interest in Omniccanna Health Solutions, Inc. as of March 31, 2017. Related Party Position Amount Alfredo Bernardi Dupetit President & CEO of Cannabis Science Europe GmbH $ 415,000 $ 415,000 1 See Note 6 -Equity Transactions for details of stock issuances to director and officers for services rendered. Mario Lap, a director of the Company and director and officer of 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, MLS Lap BV and Cannabis Agency 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 soon 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. 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 Convertible Promissory Note as of March 31, 2017 was $670,407 (December 31, 2016: $670,407). Notes payable to Embella Holdings Ltd. totaled $1,108,896 and $1,108,896 at March 31, 2017 and December 31, 2016, respectively. As of March 31, 2017, the Company is in default on the promissory notes due and is negotiating with the debtor to extend the date. See Note 5. Notes payable to Intrinsic Capital Corp. totaled $231,260 and $231,260 at March 31, 2017 and December 31, 2016, 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, with Raymond Dabney as 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 | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | 5. NOTES PAYABLE As of March 31, 2017, a total of $1,590,715 (December 31, 2016: $1,506,745) of notes payable are due mostly to stockholders that are non-interest bearing and are due 12 months from the date of issue and loan origination beginning on January 31, 2012 through December 31, 2016. $1,340,156 of the Promissory notes were in default on March 31, 2017. As of March 31, 2017, a total of $1,531,197 convertible promissory notes (December 31, 2016: $1,531,197) are convertible to common stock of the Company. All promissory notes are unsecured. Notes payable to Embella Holdings Ltd that are non-interest bearing totaled $1,108,896 and $1,108,896 at March 31, 2017 and December 31, 2016, respectively. As of March 31, 2017, 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. that are non-interest bearing totaled $231,260 and $231,260 at March 31, 2017 and December 31, 2016, respectively. As of March 31, 2017, 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 will 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 Convertible Promissory Note as of March 31, 2017 was $670,407 (December 31, 2016: $670,407). In the three months ended March 31, 2017, the Company recorded $83,970 as interest for the amortization, conversion and payment. On October 1, 2016, a total of $710,790 in Accounts Payable for management fees accumulated from January 2016 to October 1, 2016 was converted into a one-year Convertible Promissory Note to Royalty Management Services Corp. 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 or other mutually agreed upon price. The Company has not recognized the conversion discounts of the Note due to the uncertainty of the price in accordance with ASC 470-20-25. The balance of the Convertible Promissory Note as of March 31, 2017 was $710,790 (December 31, 2016: $710,790). On December 31, 2016, $150,000 in Accounts Payable for management fees accumulated from November 1, 2016 to December 31, 2016 was converted into a one-year Convertible Promissory Note to Royalty Management Services Corp. 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 or other mutually agreed upon price. The company has not recognized the conversion discounts of the Note due to the uncertainty of the price in accordance with ASC 470-20-25. The balance of the Convertible Promissory Note as of March 31, 2017 was $150,000 (December 31, 2016: $150,000). |
Equity Transactions
Equity Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity Transactions | 6. 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 2,443,355,296 and 2,350,355,296 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively. The current authorized common stock of 3,000,000,000 shares will not be sufficient if and when the debt holders of convertible promissory notes elect to convert the debts into common shares. The Company intends to file for an increase in the number shares in authorized common stock once the required updated financial reportings have been filed with the Securities Exchange Commission . 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 March 31, 2017 and December 31, 2016. 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 March 31, 2017 and December 31, 2016. 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 three months ended March 31, 2017, the Company issued 58,000,000 common stock for services under various executive and consulting agreements as follows: 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 pursuant to a consulting agreement dated January 13, 2017. On March 2, 2017, the Company issued 3,000,000 shares of R144 restricted common stock to a consultant with a fair market value of $271,500 for consulting services pursuant to a two-year consulting agreement. On March 7, 2017, the Company issued 15,000,000 shares S-8 registered free trading common stock under the 2016 Equity Award Plan B with a fair market value of $1,270,500 for consulting services under a consulting agreement dated March 7, 2017. On March 13, 2017, the Company issued 10,000,000 shares S-8 registered free trading common stock under the 2016 Equity Award Plan B with a fair market value of $883,000 for consulting services pursuant to a consulting agreement dated July 6 2016. On March 13, 2017, the Company issued 15,000,000 shares S-8 registered free trading common stock under the 2016 Equity Award Plan B with a fair market value of $1,324,500 for consulting services pursuant to a consulting agreement dated April 29, 2015. 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 500,000 common shares at thirty-five cents ($0.35) per share; and (iii) the option to purchase 100,000 common shares at twenty cents ($0.20) per share; (iv) the option to purchase 1,000,000 common shares at fifty cents ($0.50) per share. On January 13, 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 pursuant to a consulting agreement. On January 24, 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. On March 27, 2017, the Company issued 15,000,000 shares S-8 registered free-trading common stock under the 2016 Equity Award Plan B with exercise price at $0.075 and a fair market value of $1,140,000 to a consultant pursuant to a five-year consulting agreement. A summary of the status of the Company’s option grants as of March 31, 2017 and the changes during the period then ended is presented below: Shares Weighted-Average Outstanding December 31, 2016 11,700,000 $ 0.0690 Granted 35,000,000 $ 0.0606 Exercised 35,000,000 $ 0.0606 Outstanding March 31, 2017 11,700,000 $ 0.0680 Options exercisable at March 31, 2017 11,700,000 $ 0.0680 1,700,000 shares of these options at an exercise price of $0.415 a share, do not expire and continuing indefinitely for the duration of existing management agreement and services thereunder with Robert Kane. The weighted average fair value at date of grant for options during year ended March 31, 2017 was estimated using the Black-Scholes option valuation model with the following: Average expected life in years for outstanding options 1.56 Years Average risk-free interest rate 2.50 % Average volatility 130.98 % Dividend yield 0 % |
Equipment And Greenhouse
Equipment And Greenhouse | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Equipment and Greenhouse | 7. EQUIPMENT AND GREENHOUSE Accumulated March 31, 2017 Dec. 31, 2016 Cost Depletion Net Book Value Net Book Value Computer $ 6,482 5,779 703 0 Software 5,000 5,000 0 0 14,482 13,779 703 0 Greenhouse $ 330,026 — $ 330,026 $ 0 Total $ 344,508 $ 13,779 $ 330,729 $ 0 |
Property Farming Rights
Property Farming Rights | 3 Months Ended |
Mar. 31, 2017 | |
Property Farming Rights | |
Property Farming Rights | 8. PROPERTY FARMING RIGHTS On March 24, 2016, the Company entered a 15 years Joint Venture 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 farming rights 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, 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. Accumulated March 31, 2017 Dec. 31, 2016 Cost Depletion Net Book Value Net Book Value Property Farming Rights Fort McDermit Allottees Land $ 50,000 $ 3,056 $ 46,944 $ 47,778 Washoe Tribal Allotment Lands 640,000 7,452 632,548 638,948 690,000 $ 10,508 679,492 686,726 Operating capital for Washoe Lands $ 60,000 $ 60,000 $ — Operating capital for Winnemucca Lands 65,000 — 65,000 65,000 $ 125,000 $ — 125,000 65,000 Total $ 815,000 $ 10,508 $ 804,492 $ 751,726 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, 5 years for equipment and laboratory equipment and 3 years for automobile. All property farm rights are amortized over the term of each respective agreements. |
Equity Method Investee
Equity Method Investee | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investee | |
Equity Method Investee | 9. 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 10.78% equity interest in OmniCanna since June 2013. Benjamin Tam, CFO and director and Robert Kane, COO and director of the Company are also the CFO and director and COO and director of Omnicanna. Therefore, the Company was deemed to have significant influence and control of OmniCanna Health Solutions, Inc. On November 5, 2014, the Company recorded $247,500 in marketable securities and $85,277 (based on currency converted as of March 31, 2017) in loans to OmniCanna and to its equity method investee account in accordance with ASC 323. An unrealized gain on the equity method account of $52,500 was recognized for the three months ended March 31, 2017 in addition to a unrealized gain on the equity method investee account of $144,000 was recognized for the year ended December 31, 2016 in the value of Omnicanna marketable securities. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Goodwill and Intangible Assets | 10. GOODWILL and INTANGIBLE ASSETS March 31, 2017 December 31, 2016 Intellectual assets, primarily intellectual property $ 660,299 $ 660,299 Goodwill 170,688 170,688 Less: accumulated amortization (499,049 ) (488,299 ) Less: Impairment of Goodwill (170,689 ) (170,689 ) Total intangible assets, net $ 161,250 $ 172,000 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 both intellectual assets and Goodwill). |
Prepaid Expenses And Deposits H
Prepaid Expenses And Deposits Held With RMS | 3 Months Ended |
Mar. 31, 2017 | |
Prepaid Expenses And Deposits Held With Rms | |
Prepaid Expenses and Deposits Held with RMS | 11. PREPAID EXPENSES AND DEPOSITS HELD WITH RMS On October 1, 2016, the Company entered a Paying Agent Agreement with Royalty Management Services Corp. (RMS) for holding funds and making payment for expenses and commitments of the Company. The Company has entered a Management Agreement with RMS since September 15 2016 for management, investors’ and shareholders’ communications, website development, database management, accounting and management of all activities such as travel and conference. All the expenses related to the services for the Company are included as part of the management fees. March 31, 2017 December 31, 2016 Prepaid consulting expenses $ 138,000 $ 141,750 Prepaid Legal fees 90,000 90,000 Prepaid rent 244 244 Prepaid management fees 47,500 Deposits held with RMS — 576,520 Total Prepaid expenses and Deposits held with RMS $ 275,744 $ 808,514 |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2017 | |
Commitments | |
Commitments | 12. 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 | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. SUBSEQUENT EVENTS On April 18, 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 $0.02 and a fair market value of $829,000 to Chief Medical Officer, Dr. Allen Herman. On April 27, 2017, the Company entered a five-year Research Collaboration Agreement with DFCI for a research project to develop and investigate the use of Cannabinolds to cure various forms of cancer and investigate synergies with radiotherapy and immunotherapy. In consideration for this agreement and performance of the research, the Company is obligated to pay DFCI a total of $1,834,062 over the life of the agreement with $159,287 due at signing and $418,683 to be paid at each anniversary of the agreement for the next four years. On May 8, 2017, the Company issued 7,000,000 shares of R144 restricted common stock with a fair market value of $469,000 pursuant to a one-year consulting agreement. On May 10, 2017, the Company paid €60,000 to the principal shareholder of Jinvator BioMed GmbH (Jinvator) as deposit for the purchase of the 74.9 % equity interest in Jinvator. On May 17, 2017, the Company issued 1,500,000 shares of R144 restricted common stock with a fair market value of $93,600 pursuant to a one-year consulting agreement. On May 18, 2017, the Company entered an Exclusive Master Facilitator Agreement with Winnemucca Tribal MBS of Nevada, Free Spirit Organics, LLC (FSO), American Education Consulting Group, Raymond C. Dabney University (RCDU), American States University and Royalty Management Services Corp. (RMS) to lease and develop 250 Acres of land located in Holt, California for 15 years. As a master facilitator, the Company will provide general support with developing, cultivating and processing Industrial Hemp for RCDU and FSO on the property. Pursuant to the agreement, the Company and RMS are responsible for a $400,000 non-refundable deposit and the development and operations on the property on 50-50 basis. Additionally, the Company will share 40% of net profit as investor with RMS and retain 5% of net profit as master facilitator. On May 31, 2017, $375,000 in Accounts Payable for management fees accumulated from January 1, 2017 to May 31, 2017 was settled by issuance of a one-year Convertible Promissory Note to Royalty Management Services Corp. At the election of the note holder, it can be converted into common stock of the Company at the par value of $0.001 a share or other mutually agreed upon price. The Company has fully recognized the conversion discount of the Note as prepaid interest to the maximum amount of $375,000 in accordance with ASC 470-20-30-8 and amortize it over the life of the Note. |
Summary Of Significant Accoun20
Summary Of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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. Interim Financial Reporting While the information presented in the accompanying interim consolidated financial statements is unaudited, it includes all adjustments, which are in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with general accepted accounting principles in the United States of America (“GAAP”). These interim financial statements follow the same accounting policies and methods of application as used in the December 31, 2016 audited financial statements of Cannabis Science, Inc. (the “Company”). All adjustments are of a normal, recurring nature. Interim financial statements and the notes thereto do not contain all of the disclosures normally found in the year-end audited financial statements and these Notes to Financial Statements are abbreviated and contain only certain disclosures related to the three-month periods ended March 31, 2017 and 2016. It is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2016 included in our Form 10-K filed with the SEC on file no. 000-28911 161631274 April 17, 2017. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that can be expected for the year ending December 31, 2017. The following subsidiaries and controlling interests are included with the consolidated financial statements of the Company for the three months ended March 31, 2017: In 2012, the Company formed Cannabis Science Europe GmbH (“CSE”) in which the Company own 90% 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. The Company has reignited the CSE by appointing Mr. Alfredo Dupetit on September 19, 2015 as president and chief executive officer of CSE. As recent as January 7, 2016, the Federal Health Ministry in Germany has presented “Cannabis as medicine”, a detailed draft bill that aims to modify the Drug Law and relax the strict measures that regulate the consumption of medical cannabis and, above all, become the main vehicle for everything relating to the plant and its medical users in the country. The Company has reinstated the development of cannabis products in February 2016 for medicinal uses in Germany. 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, MJR BV and Cannabis Agency BV, all are 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 1,200,000 shares of common stock with a fair market value of $60,000 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 they 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 started the operation of distributing of existing and new line of products. 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 (Jinvator), a German corporation, for 74.9% of the total issued and outstanding shares of Jinvator for three hundred thousand Euros (€ 300,000) which has a US dollar equivalent of $320,430. Jinvator developed a prototype called nanoGold-Test which is based on nano-particle technology for the detection of HIV in the early stage of infection. Patent has been submitted and pending for approval. The acquisition is pending on verification of key information. On March 27, 2017, the Company entered an agreement to acquire the Assets of AFA Research and Development, a California sole proprietorship of Aja Fonseca Arnold in the research and development of products based on cannabinoid (CBD) and Tetrahydrocannabinol (THC) for patient care. As consideration for acquiring the Assets, which consist of brands, pending trademarks, trade-names, designs, medicinal products and formulations, client base, computer hardware and software, intellectual properties, inventory, equipment, supplies, supplier’s information and contacts, contracted rights, properties, patents, and distribution rights for a total sum of $750,000. The completion of assets acquisition is pending on verification of material information. In addition, the Company engaged Aja Fonseca Arnold under a 5-year management agreement to continue the research and development of medicinal cannabis products for patient care with various ailments. For other accounting policies please refer to the Company’s Form 10-K with the SEC on file no. 000-28911 161631274 April 17, 2017. The Company qualifies as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as we do not have more than $1,000,000,000 in annual gross revenue and did not have such amount as of December 31, 2016, our last fiscal year. We are electing to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions Tables | |
Schedule of Stock Based Compensation with Related Party | For the Three months ended March 31, 2017, the following related party stock-based compensation was recorded: Related Party Position Amount Alfredo Bernardi Dupetit President & CEO of Cannabis Science Europe GmbH $ 415,000 $ 415,000 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity Transactions Tables | |
Schedule of Stock Options Outstanding | A summary of the status of the Company’s option grants as of March 31, 2017 and the changes during the period then ended is presented below: Shares Weighted-Average Outstanding December 31, 2016 11,700,000 $ 0.0690 Granted 35,000,000 $ 0.0606 Exercised 35,000,000 $ 0.0606 Outstanding March 31, 2017 11,700,000 $ 0.0680 Options exercisable at March 31, 2017 11,700,000 $ 0.0680 |
Schedule of Weighted Average Fair Value Assumptions of Stock Option | The weighted average fair value at date of grant for options during year ended March 31, 2017 was estimated using the Black-Scholes option valuation model with the following: Average expected life in years for outstanding options 1.56 Years Average risk-free interest rate 2.50 % Average volatility 130.98 % Dividend yield 0 % |
Equipment (Tables)
Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equipment Tables | |
Schedule of Property Plant and Equipment Assets | Accumulated March 31, 2017 Dec. 31, 2016 Cost Depletion Net Book Value Net Book Value Computer $ 6,482 5,779 703 0 Software 5,000 5,000 0 0 14,482 13,779 703 0 Greenhouse $ 330,026 — $ 330,026 $ 0 Total $ 344,508 $ 13,779 $ 330,729 $ 0 |
Property Farming Rights (Tables
Property Farming Rights (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property Farming Rights Tables | |
Schedule of Property Farming Rights | Accumulated March 31, 2017 Dec. 31, 2016 Cost Depletion Net Book Value Net Book Value Property Farming Rights Fort McDermit Allottees Land $ 50,000 $ 3,056 $ 46,944 $ 47,778 Washoe Tribal Allotment Lands 640,000 7,452 632,548 638,948 690,000 $ 10,508 679,492 686,726 Operating capital for Washoe Lands $ 60,000 $ 60,000 $ — Operating capital for Winnemucca Lands 65,000 — 65,000 65,000 $ 125,000 $ — 125,000 65,000 Total $ 815,000 $ 10,508 $ 804,492 $ 751,726 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Tables | |
Schedule of Goodwill and Intangible Assets | March 31, 2017 December 31, 2016 Intellectual assets, primarily intellectual property $ 660,299 $ 660,299 Goodwill 170,688 170,688 Less: accumulated amortization (499,049 ) (488,299 ) Less: Impairment of Goodwill (170,689 ) (170,689 ) Total intangible assets, net $ 161,250 $ 172,000 |
Prepaid Expenses And Deposits26
Prepaid Expenses And Deposits Held With RMS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Prepaid Expenses And Deposits Held With Rms Tables | |
Schedule of Prepaid Expenses and Deposits Held with RMS | March 31, 2017 December 31, 2016 Prepaid consulting expenses $ 138,000 $ 141,750 Prepaid Legal fees 90,000 90,000 Prepaid rent 244 244 Prepaid management fees 47,500 Deposits held with RMS — 576,520 Total Prepaid expenses and Deposits held with RMS $ 275,744 $ 808,514 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | |
Stock based compensation | $ 415,000 |
Alfredo Bernardi Dupetit - President & CEO Of Cannabis Science Europe GmbH [Member] | |
Related Party Transaction [Line Items] | |
Stock based compensation | $ 415,000 |
Equity Transactions (Schedule O
Equity Transactions (Schedule Of Stock Options Outstanding) (Details) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Shares | |
Outstanding December 31, 2016 | shares | 11,700,000 |
Granted | shares | 35,000,000 |
Exercised | shares | 35,000,000 |
Outstanding March 31, 2017 | shares | 11,700,000 |
Options exercisable at March 31, 2017 | shares | 11,700,000 |
Weighted-Average Exercise Price | |
Outstanding December 31, 2016 | $ / shares | $ 0.0690 |
Granted | $ / shares | 0.0606 |
Exercised | $ / shares | 0.0606 |
Outstanding March 31, 2017 | $ / shares | 0.0680 |
Options exercisable at March 31, 2017 | $ / shares | $ 0.0680 |
Equity Transactions (Schedule29
Equity Transactions (Schedule Of Weighted Average Fair Value Assumptions Of Stock Options) (Details) - Stock Option [Member] | 3 Months Ended |
Mar. 31, 2017 | |
Fair value of Stock Options - Black Scholes Options Valuation Model | |
Average expected life in years for outstanding options | 1 year 6 months 22 days |
Average risk-free interest rate | 2.50% |
Average volatility | 130.98% |
Dividend yield | 0.00% |
Equipment And Greenhouse (Detai
Equipment And Greenhouse (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Equipment Cost , Gross | $ 344,508 | |
Accumulated Depreciation | 13,779 | |
Equipment Cost, Net | 330,729 | |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment Cost , Gross | 6,482 | |
Accumulated Depreciation | 5,779 | |
Equipment Cost, Net | 703 | |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment Cost , Gross | 5,000 | |
Accumulated Depreciation | 5,000 | |
Equipment Cost, Net | 0 | |
Sub Total Of Computer And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment Cost , Gross | 14,482 | |
Accumulated Depreciation | 13,779 | |
Equipment Cost, Net | 703 | |
Greenhouse [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment Cost , Gross | 330,026 | |
Accumulated Depreciation | ||
Equipment Cost, Net | $ 330,026 |
Property Farming Rights (Detail
Property Farming Rights (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Property Farming Rights | ||
Cost | $ 815,000 | |
Accumulated Depletion | 10,508 | |
Net Book Value | 804,492 | $ 751,726 |
Property Farming Rights - Fort McDermit Allottees Land [Member] | ||
Property Farming Rights | ||
Cost | 50,000 | |
Accumulated Depletion | 3,056 | |
Net Book Value | 46,944 | 47,778 |
Property Farming Rights - Washoe Tribal Allotment Lands [Member] | ||
Property Farming Rights | ||
Cost | 640,000 | |
Accumulated Depletion | 7,452 | |
Net Book Value | 632,548 | 638,948 |
Sub Total Of Allotment For Lands [Member] | ||
Property Farming Rights | ||
Cost | 690,000 | |
Accumulated Depletion | 10,508 | |
Net Book Value | 679,492 | 686,726 |
Property Farming Rights - Operating Capital For Washoe Lands [Member] | ||
Property Farming Rights | ||
Cost | 60,000 | |
Accumulated Depletion | ||
Net Book Value | 60,000 | |
Property Farming Rights - Operating Capital For Winnemucca Lands [Member] | ||
Property Farming Rights | ||
Cost | 65,000 | |
Accumulated Depletion | ||
Net Book Value | 65,000 | 65,000 |
Sub Total Of Operating Capital For Lands [Member] | ||
Property Farming Rights | ||
Cost | 125,000 | |
Accumulated Depletion | ||
Net Book Value | $ 125,000 | $ 65,000 |
Goodwill And Intangible Asset32
Goodwill And Intangible Assets (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Less: Accumulated amortization | $ 10,508 | |
Total intangible assets, net | 161,250 | $ 172,000 |
Intellectual property And Goodwill [Member] | ||
Intellecutal assets, primarily intellectual property | 660,299 | 660,299 |
Goodwill | 170,688 | 170,688 |
Less: Accumulated amortization | 499,049 | 488,299 |
Less: Impairment of Goodwill | 170,689 | 170,689 |
Total intangible assets, net | $ 161,250 | $ 172,000 |
Prepaid Expenses And Deposits33
Prepaid Expenses And Deposits Held With RMS (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Total Prepaid expenses and Deposits held with RMS | $ 275,744 | $ 808,514 |
Management And Paying Agent Agreement With Royalty Management Services Corp (RMS) [Member] | ||
Prepaid consulting expenses | 138,000 | 141,750 |
Prepaid Legal fees | 90,000 | 90,000 |
Prepaid rent | 244 | 244 |
Prepaid management fees | 47,500 | |
Deposits held with RMS | 576,520 | |
Total Prepaid expenses and Deposits held with RMS | $ 275,744 | $ 808,514 |
Summary Of Significant Accoun34
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | Mar. 27, 2017 | Feb. 02, 2017 | May 06, 2015 | Feb. 20, 2015 | Aug. 06, 2014 | Dec. 31, 2012 |
Asset Purchase Agreement [Member] | ||||||
Agreement terms | On March 27, 2017, the Company entered an agreement to acquire the Assets of AFA Research and Development, a California sole proprietorship of Aja Fonseca Arnold in the research and development of products based on cannabinoid (CBD) and Tetrahydrocannabinol (THC) for patient care. As consideration for acquiring the Assets, which consist of brands, pending trademarks, trade-names, designs, medicinal products and formulations, client base, computer hardware and software, intellectual properties, inventory, equipment, supplies, supplier’s information and contacts, contracted rights, properties, patents, and distribution rights for a total sum of $750,000. The completion of assets acquisition is pending on verification of material information. In addition, the Company engaged Aja Fonseca Arnold under a 5-year management agreement to continue the research and development of medicinal cannabis products for patient care with various ailments. | |||||
Asset Acquisition of Equi-Pharm LLC [Member] | ||||||
Stock issued for purchase of assets, shares | 10,000,000 | |||||
Michigan Green Technologies, LLC [Member] | ||||||
Business acquisition of additional interest acquired percentage | 30.10% | |||||
Business acquisition total ownership percentage | 50.10% | |||||
Stock issued for acquisition, shares | 1,200,000 | |||||
Stock issued for acquisition, value | $ 60,000 | |||||
Cannabis Science Europe GmbH [Member] | ||||||
Ownership interest by parent | 90.00% | 90.00% | ||||
Ownership interest by Dupetit Natural Products GmbH | 10.00% | |||||
Cannabis Science Europe GmbH [Member] | Share Purchase Agreement With Jinvator BioMed GmbH [Member] | ||||||
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 (Jinvator), a German corporation, for 74.9% of the total issued and outstanding shares of Jinvator for three hundred thousand Euros (€ 300,000) which has a US dollar equivalent of $320,430. |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | Jul. 25, 2014 | Mar. 07, 2015 | Mar. 31, 2017 | Sep. 30, 2015 | Dec. 31, 2016 | Nov. 05, 2014 | Aug. 06, 2014 | Feb. 08, 2013 | Dec. 12, 2012 |
Related Party Transaction [Line Items] | |||||||||
Accrued management fees payable | $ 1,062,336 | $ 884,465 | |||||||
Dues to related parties | 572,785 | 538,425 | |||||||
Due to officers or stockholders | 1,590,715 | 1,506,745 | |||||||
Equity method investee | $ 325,277 | 272,644 | |||||||
Series A Preferred Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Preferred stock voting rights | These shares have full voting rights of 67% on all shareholder matters pursuant to amended certificate of designation filed with the Nevada Secretary of State. | ||||||||
Michigan Green Technologies, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Business acquisition total ownership percentage | 30.10% | ||||||||
Raymond Dabney - CEO [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accrued management fees payable | $ 104,200 | 14,200 | |||||||
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% | ||||||||
Mario Lap - Director [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accrued management fees payable | $ 45,000 | 52,500 | |||||||
Robert Kane - Director, COO [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accrued management fees payable | 15,000 | 30,000 | |||||||
Robert Kane, CFO Through His Company, R Kane Holding Inc., [Member] | Loans Payable [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Dues to related parties | $ 52,500 | $ 52,500 | |||||||
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. | |||||||
Robert Kane, CFO Through His Company, R Kane Holding Inc., [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% | ||||||||
Crown Baus Capital Corp - A Company Controlled By Raymond C. Dabney, CEO [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Dues to related parties | $ 11,871 | $ 11,871 | |||||||
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 | ||||||||
Interstate 101 - Shareholder [Member] | Loans Payable [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Dues to related parties | $ 101,882 | $ 101,882 | |||||||
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. | |||||||
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 | 99,463 | 93,885 | |||||||
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 | $ 52,160 | $ 23,378 | |||||||
Debt instrument description | The debt with no interest and no security and is due on demand. The loan originated from January 11, 2016 to March 31, 2017 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 March 31, 2017 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. | |||||||
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 | $ 240,000 | $ 187,500 | $ 262,250 | $ 150,000 | |||||
Fair value of common stock acquired under equity method investment, per share | $ 0.032 | $ 0.025 | $ 0.1049 | $ 0.03 | |||||
Equity method investee | $ 247,500 | ||||||||
Impairment of equity method investment | $ 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. | ||||||||
Royalty Management Services Corp [Member] | Convertible Notes Payable [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Convertible notes payable | $ 860,790 | $ 860,790 | |||||||
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 | |||||||
Intrinsic Capital Corp [Member] | Notes Payable [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument description | As of March 31, 2017, 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 | $ 231,260 | $ 231,260 |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) | Dec. 31, 2016 | Oct. 01, 2016 | Aug. 10, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||||||||
Notes payable to stockholders | $ 1,506,745 | $ 1,590,715 | $ 1,506,745 | $ 1,590,715 | $ 1,506,745 | |||
Interest on debt conversion | 302,575 | |||||||
Note Payable To Stockholder [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Notes payable to stockholders | 1,506,745 | $ 1,590,715 | 1,506,745 | 1,590,715 | $ 1,506,745 | |||
Debt instrument description | The notes payable are due mostly to stockholders that are non-interest bearing and are due 12 months from the date of issue and loan origination beginning on January 31, 2012 through December 31, 2016. All promissory notes are unsecured. | The notes payable are due mostly to stockholders that are non-interest bearing and are due 12 months from the date of issue and loan origination beginning on January 31, 2012 through December 31, 2016. All promissory notes are unsecured. | ||||||
Promissory notes defaults values | $ 1,340,156 | 1,340,156 | ||||||
Convertible promissory notes yet to be converted | 1,531,197 | 1,531,197 | 1,531,197 | 1,531,197 | $ 1,531,197 | |||
Two-Year Convertible Promissory Note [Member] | Raymond Dabney - CEO [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Notes payable to stockholders | $ 670,407 | 670,407 | 670,407 | $ 670,407 | $ 670,407 | |||
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 | 83,970 | |||||||
Two-Year Convertible Promissory Note [Member] | Raymond Dabney - CEO [Member] | Rule 144 Restricted Stock [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 | $ 0.001 | |||||
One-Year Convertible Promissory Note To Royalty Management Services Corp [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Accrued management fees payable converted to convertible promissory notes | $ 710,790 | |||||||
Debt conversion terms | 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 or other mutually agreed upon price. | |||||||
Convertible notes payable | $ 710,790 | 710,790 | $ 710,790 | 710,790 | $ 710,790 | |||
One-Year Convertible Promissory Note To Royalty Management Services Corp [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Accrued management fees payable converted to convertible promissory notes | $ 150,000 | 150,000 | 150,000 | |||||
Debt conversion terms | 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 or other mutually agreed upon price. | |||||||
Convertible notes payable | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 |
Equity Transactions (Narrative)
Equity Transactions (Narrative) (Details) - USD ($) | Mar. 13, 2017 | Mar. 07, 2017 | Mar. 02, 2017 | Feb. 16, 2017 | Mar. 31, 2017 |
Common Class A [Member] | |||||
Common stock voting rights | These shares have 10 votes per share. | ||||
Series A Preferred Stock [Member] | |||||
Preferred stock voting rights | These shares have full voting rights of 67% on all shareholder matters pursuant to amended certificate of designation filed with the Nevada Secretary of State. | ||||
Common Shares [Member] | |||||
Common stock voting rights | These shares have full voting rights. | ||||
Shares issued for service during the period, shares | 58,000,000 | ||||
Common Shares [Member] | Consulting Agreement Dated January 13, 2017 [Member] | Consultant [Member] | |||||
Shares issued for service during the period, shares | 10,000,000 | ||||
Shares issued for services during the period, value | $ 700,000 | ||||
Common Shares [Member] | Consulting Agreement Dated March 7, 2017 [Member] | 2016 Equity Award Plan B [Member] | |||||
Shares issued for service during the period, shares | 15,000,000 | ||||
Shares issued for services during the period, value | $ 1,270,500 | ||||
Common Shares [Member] | Consulting Agreement Dated July 06, 2016 [Member] | 2016 Equity Award Plan B [Member] | |||||
Shares issued for service during the period, shares | 10,000,000 | ||||
Shares issued for services during the period, value | $ 883,000 | ||||
Common Shares [Member] | Consulting Agreement Dated April 29, 2015 [Member] | 2016 Equity Award Plan B [Member] | |||||
Shares issued for service during the period, shares | 15,000,000 | ||||
Shares issued for services during the period, value | $ 1,324,500 | ||||
Rule 144 Restricted Stock [Member] | Consulting Agreement Dated January 13, 2017 [Member] | Consultant [Member] | |||||
Shares issued for service during the period, shares | 5,000,000 | ||||
Shares issued for services during the period, value | $ 350,000 | ||||
Rule 144 Restricted Stock [Member] | Two Year Consulting Agreement [Member] | Consultant [Member] | |||||
Shares issued for service during the period, shares | 3,000,000 | ||||
Shares issued for services during the period, value | $ 271,500 |
Equity Transactions (Narrativ38
Equity Transactions (Narrative) (Details1) - USD ($) | Mar. 27, 2017 | Jan. 24, 2017 | Jan. 13, 2017 | Sep. 16, 2011 | Mar. 31, 2017 |
Common stock issued for stock option exercised, shares | 35,000,000 | ||||
Shares issued for stock option exercised, value | $ 630,000 | ||||
Exercise price of stock options | $ 0.0606 | ||||
Common Shares [Member] | |||||
Common stock issued for stock option exercised, shares | 35,000,000 | ||||
Shares issued for stock option exercised, value | $ 35,000 | ||||
Common Shares [Member] | Option Agreement [Member] | 2016 Equity Award Plan B [Member] | Consultant [Member] | |||||
Common stock issued for stock option exercised, shares | 10,000,000 | ||||
Shares issued for stock option exercised, value | $ 700,000 | ||||
Exercise price of stock options | $ 0.05 | ||||
Common Shares [Member] | Five Year Consulting Agreement [Member] | 2016 Equity Award Plan B [Member] | Consultant [Member] | |||||
Common stock issued for stock option exercised, shares | 15,000,000 | ||||
Shares issued for stock option exercised, value | $ 1,140,000 | ||||
Exercise price of stock options | $ 0.075 | ||||
Alfredo Dupetit-Bernardi - President/CEO of Cannabis Science Europe GmbH [Member] | Common Shares [Member] | Option Agreement [Member] | 2016 Equity Award Plan B [Member] | |||||
Common stock issued for stock option exercised, shares | 10,000,000 | ||||
Shares issued for stock option exercised, value | $ 815,000 | ||||
Exercise price of stock options | $ 0.04 | ||||
Stock Option [Member] | |||||
Description of stock option expiration | 1,700,000 shares of these options at an exercise price of $0.415 a share, do not expire and continuing indefinitely for the duration of existing management agreement and services thereunder with Robert Kane. | ||||
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 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 500,000 common shares at thirty-five cents ($0.35) per share; and (iii) the option to purchase 100,000 common shares at twenty cents ($0.20) per share; (iv) the option to purchase 1,000,000 common shares at fifty cents ($0.50) per share. |
Property Farming Rights (Narrat
Property Farming Rights (Narrative) (Details) - USD ($) | Dec. 21, 2016 | Dec. 18, 2016 | Nov. 12, 2016 | Oct. 24, 2016 | Mar. 24, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Payment for property license for cultivation | $ 25,000 | ||||||
Computer [Member] | |||||||
Useful life of related assets | 2 years | ||||||
Software [Member] | |||||||
Useful life of related assets | 2 years | ||||||
Equipment And Laboratory Equipment [Member] | |||||||
Useful life of related assets | 5 years | ||||||
Automobile [Member] | |||||||
Useful life of related assets | 3 years | ||||||
Joint Venture License Agreement With Ft. McDermitt Allotment Land Allotees [Member] | |||||||
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] | |||||||
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] | |||||||
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] | |||||||
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] | |||||||
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 | Mar. 31, 2017 | Dec. 31, 2016 |
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 | $ 247,500 | $ 85,277 | |
Unrealized gain (loss) on marketable securities | $ 52,500 | $ 144,000 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Intellectual Assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 5 years |
Goodwill [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 5 years |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) | May 31, 2017USD ($) | May 18, 2017 | May 17, 2017USD ($)shares | May 10, 2017EUR (€) | May 08, 2017USD ($)shares | Apr. 27, 2017 | Apr. 18, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares |
Subsequent Event [Line Items] | ||||||||
Common stock issued for stock option exercised, shares | shares | 35,000,000 | |||||||
Shares issued for stock option exercised, value | $ | $ 630,000 | |||||||
Exercise price of stock options | $ / shares | $ 0.0606 | |||||||
Common Shares [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock issued for stock option exercised, shares | shares | 35,000,000 | |||||||
Shares issued for stock option exercised, value | $ | $ 35,000 | |||||||
Shares issued for service during the period, shares | shares | 58,000,000 | |||||||
Subsequent Event [Member] | One-Year Convertible Promissory Note To Royalty Management Services Corp [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Accrued management fees payable converted to convertible promissory notes | $ | $ 375,000 | |||||||
Debt conversion terms | At the election of the note holder, it can be converted into common stock of the Company at the par value of $0.001 a share or other mutually agreed upon price. The Company has fully recognized the conversion discount of the Note as prepaid interest to the maximum amount of $375,000 in accordance with ASC 470-20-30-8 and amortize it over the life of the Note. | |||||||
Subsequent Event [Member] | Jinvator BioMed GmbH [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage of equity interest acquired | 7490.00% | |||||||
Subsequent Event [Member] | Jinvator BioMed GmbH [Member] | Euros | ||||||||
Subsequent Event [Line Items] | ||||||||
Payments made as deposit to acquire equity interest | € | € 60,000 | |||||||
Subsequent Event [Member] | Five Year Research Collaboration Agreement With DFCI [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Agreement terms | On April 27, 2017, the Company entered a five-year Research Collaboration Agreement with DFCI for a research project to develop and investigate the use of Cannabinolds to cure various forms of cancer and investigate synergies with radiotherapy and immunotherapy. In consideration for this agreement and performance of the research, the Company is obligated to pay DFCI a total of $1,834,062 over the life of the agreement with $159,287 due at signing and $418,683 to be paid at each anniversary of the agreement for the next four years. | |||||||
Subsequent Event [Member] | Exclusive Master Facilitator Agreement With Winnemucca Tribal MBS Of Nevada, Free Spirit Organics, LLC (FSO), American Education Consulting Group, Raymond C. Dabney University (RCDU), American States University And Royalty Management Services Corp. (RMS) | ||||||||
Subsequent Event [Line Items] | ||||||||
Agreement terms | On May 18, 2017, the Company entered an Exclusive Master Facilitator Agreement with Winnemucca Tribal MBS of Nevada, Free Spirit Organics, LLC (FSO), American Education Consulting Group, Raymond C. Dabney University (RCDU), American States University and Royalty Management Services Corp. (RMS) to lease and develop 250 Acres of land located in Holt, California for 15 years. As a master facilitator, the Company will provide general support with developing, cultivating and processing Industrial Hemp for RCDU and FSO on the property. Pursuant to the agreement, the Company and RMS are responsible for a $400,000 non-refundable deposit and the development and operations on the property on 50-50 basis. Additionally, the Company will share 40% of net profit as investor with RMS and retain 5% of net profit as master facilitator. | |||||||
Subsequent Event [Member] | Common Shares [Member] | 2016 Equity Award Plan B [Member] | Dr. Allen Herman - Cheif Medical Officer [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock issued for stock option exercised, shares | shares | 10,000,000 | |||||||
Shares issued for stock option exercised, value | $ | $ 829,000 | |||||||
Exercise price of stock options | $ / shares | $ 0.02 | |||||||
Subsequent Event [Member] | Rule 144 Restricted Stock [Member] | One Year Consulting Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares issued for service during the period, shares | shares | 1,500,000 | 7,000,000 | ||||||
Shares issued for services during the period, value | $ | $ 93,600 | $ 469,000 |