VG Life Sciences (VGLS) 10-Q 19 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 17, 2015
Document And Entity Information
Entity Registrant Name	VG Life Sciences Inc.
Entity Central Index Key	1,091,326
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		107,883,156
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,015

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Sep. 30, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash	$ 22,919	$ 33,992
Prepaid expenses and other current assets	17,407	212,274
Total Current Assets	40,326	246,266
PROPERTY AND EQUIPMENT, NET	0	0
OTHER ASSETS
Intangible assets	1,076,836	1,076,836
Total Other Assets	1,076,836	1,076,836
TOTAL ASSETS	1,117,162	1,323,102
CURRENT LIABILITIES
Accounts payable	836,975	710,349
Accrued expenses	134,879	224,413
Accrued interest	165,208	309,954
Insurance finance agreement	0	65,062
Convertible debt - related parties	2,146,679	2,449,850
Convertible debt - other	1,237,882	1,411,353
Derivative liabilities	940,040	658,141
Total Current Liabilities	$ 5,461,663	$ 5,829,122
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Preferred stock, 20,000,000 shares authorized, $0.0001 par value; 9,715,443 and 9,715,443 issued and outstanding, respectively	$ 972	$ 972
Common stock, 150,000,000 shares authorized, $0.0001 par value; 101,500,124 and 46,222,574 issued and outstanding, respectively	10,150	4,622
Additional paid-in capital	104,848,703	100,792,690
Noncontrolling interests	638,707	664,513
Deficit	(109,843,033)	(105,968,817)
Total Stockholders' Deficit	(4,344,501)	(4,506,020)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 1,117,162	$ 1,323,102

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, par value	$ .0001	$ .0001
Preferred stock, shares issued	9,715,443	9,715,443
Preferred stock, shares outstanding	9,715,443	9,715,443
Common stock, shares authorized	150,000,000	150,000,000
Common stock, par value	$ .0001	$ .0001
Common stock, shares issued	101,500,124	46,222,574
Common stock, shares outstanding	101,500,124	46,222,574

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
REVENUES	$ 0	$ 0	$ 0	$ 0
EXPENSES
Research and development	140,151	339,881	462,589	975,864
Management salaries	298,125	214,376	919,093	780,625
Legal and professional	85,546	179,878	403,119	1,077,551
Consulting fees	1,912	0	16,150	37,629
General and administrative	118,712	64,637	384,240	730,502
Total expenses	644,446	798,772	2,185,191	3,602,171
LOSS FROM OPERATIONS	(644,446)	(798,772)	(2,185,191)	(3,602,171)
OTHER INCOME (EXPENSE)
Derivative benefit (expense)	(127,293)	414,895	(318,119)	(94,935)
Interest expense	(250,200)	(687,800)	(1,396,712)	(2,093,704)
Total other income (expense)	(377,493)	(272,905)	(1,714,831)	(2,188,639)
NET LOSS	(1,021,939)	(1,071,677)	(3,900,022)	(5,790,810)
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS	8,602	8,602	25,806	25,806
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (1,013,337)	$ (1,063,075)	$ (3,874,216)	$ (5,765,004)
NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$ (.01)	$ (.04)	$ (.06)	$ (.24)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED	85,450,744	28,935,882	67,722,141	23,986,056

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash Flows From Operating Activities:
Net loss attributable to controlling interests	$ (3,874,216)	$ (5,765,004)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of debt discount	1,252,563	1,878,116
Non-Controlling Interest	(25,806)	(25,806)
Issuance of common stock and warrants for services	0	54,756
Options and warrants issued for services and wages	239,807	597,269
Issuance of convertible notes for services	1,139,593	1,001,565
(Increase) decrease in prepaid expenses and other current assets	195,868	68,873
Increase (decrease) in accrued interest	142,488	195,102
Increase (decrease) in accounts payable	156,763	461,144
Increase (decrease) in accrued expenses	3,897	(62,997)
Increase (decrease) in derivative liability	318,119	94,935
Net cash used in operating activities	(450,924)	(1,502,047)
Cash Flows From Financing Activates:
Proceeds of MedBridge Debt	236,200	222,500
Proceeds from convertible debt-related party and other	273,000	653,333
Payment for convertible debt - related party and other	(75,062)	(33,836)
Proceeds of equity line	5,713	0
Net cash provided by financing activities	439,851	841,997
Increase (decrease) in cash	(11,073)	(660,050)
Cash and cash equivalents, beginning of period	33,992	713,892
Cash and cash equivalents, end of period	22,919	53,842
SUPPLEMENT DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for:
Interest	0	0
Income taxes	0	0
NON-CASH TRANSACTIONS
Issuance of common stock and warrants for convertible notes and interest	3,008,703	1,478,476
Discount on indebtedness	441,183	1,807,205
Reclassification of derivative liability to additional paid-in-capital	36,220	984,455
Issuance of common stock in satisfaction of accounts payable/accruals	$ 445,453	$ 166,963

1. Organization and Description

1. Organization and Description of Business	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
1. Organization and Description of Business	VG Life Sciences Inc. (the “Company” or “VGLS”), formerly Viral Genetics, Inc., was incorporated in California on July 11, 1995. The Company is engaged in research and development of therapeutic and diagnostic pharmaceutical and medical products. The Company was acquired by a publically traded Delaware Corporation and became a reporting issuer on October 1, 2001. On November 5, 2001, the publically traded company changed its name to Viral Genetics, Inc. The Company terminated registration with the SEC on March 24, 2009. On November 26, 2012, the Company’s name was changed to VG Life Sciences Inc. The Company became a reporting issuer again on October 14, 2014. The Company’s fiscal year-end is December 31. As of September 30, 2015, the Company has the following subsidiaries: Subsidiary Name Origination/ Acquisition Date Ownership Percentage V-Clip Pharmaceuticals, Inc. 2008 100% Carcinotek, Inc. 2008 100% White Label Generics, Inc. 2008 49% MetaCytolytics, Inc. 2009 100% VG Energy, Inc. 2010 81.65% The various subsidiaries were organized or acquired to facilitate the use of the Company’s Targeted Peptide Technology (“TPT”) and Metabolic Disruption Technology, (“MDT”). As of September 30, 2015 all subsidiaries were inactive.

2. Basis of Presentation

2. Basis of Presentation	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
2. Basis of Presentation	The accompanying unaudited interim consolidated financial statements as of September 30, 2015 and for the three and nine month periods ended September 30, 2015 and 2014 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and on the same basis as the audited annual consolidated financial statements. The unaudited interim consolidated balance sheet as of September 30, 2015, unaudited interim consolidated statements of operations for the three and nine month periods ended September 30, 2015 and 2014, and the unaudited interim consolidated statements of cash flows for the nine month periods ended September 30, 2015 and 2014 include all material adjustments, consisting only of normal recurring adjustments (unless otherwise discussed below), which management considered necessary for a fair presentation of the financial position and operating results for the periods presented. These unaudited financial statements are the representations of management. The results for the three and nine month periods ended September 30, 2015 are not necessarily indicative of results to be expected for the year ending December 31, 2015 or for any future interim period. The audited consolidated balance sheet at December 31, 2014 has been derived from the audited consolidated financial statements; however, the notes to the accompanying unaudited consolidated financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2014 included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2015. These accompanying notes are generally limited to the information necessary to update the information included in the aforementioned financial statements for the year ended December 31, 2014. Accounting Pronouncements The Company adopted the provisions of FASB Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915) (“the Update”) in these financial statements. The Update removes the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities from US GAAP. In addition, the Update eliminates the requirements for development stage entities to: (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. For public business entities, the amendment is effective for annual reporting periods beginning after December 15, 2014. The requirements of this pronouncement do not have a material effect on the financial statements and we believe they will not going forward. Going Concern As of September 30, 2015, the Company had an accumulated deficit of approximately $109.8 million and requires substantial additional funds to continue its research and development, to support its operations and to achieve its business development goals, the attainment of which are not assured. The Company has been able to satisfy certain liabilities with convertible indebtedness and common shares and enter into debt settlement arrangements, facilitated by third party financing, with vendors and creditors for substantial amounts of its various financial obligations. Convertible instruments have also been converted into equity. In March 2013 and in January 2015, the Company also entered into arrangements with related parties under which it has and will continue to receive certain financial and administrative support, services, and executive services through December 31, 2015, and an unsecured revolving line of credit expiring April 15, 2018; and has consummated related party and unrelated convertible debenture and warrant agreements from which it has and will receive cash. However, substantial indebtedness remains and substantial recurring losses from operations and additional liabilities continue to be incurred. These factors and uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might incur in the event the Company cannot continue in existence. Management has designed plans for sales of the Company’s future pharmaceutical related products. Management intends to seek additional capital from new equity securities offerings, from debt financing and debt restructuring to provide funds needed to increase liquidity, fund internal growth and fully implement its business plan. However, management can give no assurance that these funds will be available in adequate amounts, or if available, on terms that would be satisfactory to the Company. The timing and amount of the Company’s capital requirements will depend on a number of factors, including (i) the need for funds to support research and development, (ii) payment requirements to sustain patent and licensing rights, (iii) demand for new products and services, (iv) the availability of opportunities for international expansion through affiliations, (v) maintaining its status as a public company and supporting shareholder and investor relations, (vi) the need to establish and maintain current and new business relationships, and (vii) for other general corporate business purposes.

3. Convertible Debt - Other

3. Convertible Debt - Other	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
3. Convertible Debt - Other	Effective on March 15, 2015, the Company and KED Consulting Group LLC (“KED”) entered into a Convertible Promissory Note and Warrant Purchase Agreement pursuant to which KED agreed to twelve monthly payments of $50,000 commencing on March 15, 2015 in the aggregate amount of $600,000. The note matures March 15, 2016, and has an interest rate of 8% per annum. Principal and accrued interest are convertible at the option of KED in four equal tranches on June 15, 2015, September 15, 2015, December 15, 2015 and March 15, 2016 at a conversion price 10% lower than the lowest three day average closing prices of the Company’s common stock starting on January 12, 2015 and ending on February 11, 2015 ($0.0582). Any amount remaining outstanding upon maturity will automatically be converted into common shares at the conversion price. The Company also issued on March 15, 2015 warrants to purchase four common shares for each $1 of principal at $0.45 per share (2,400,000), exercisable on any date from the four-year anniversary to the five-year anniversary from the date of the agreement. These warrants have a cashless exercise feature. The agreement contains a default provision, among others, which states that if KED is delinquent in any payment which is not cured within 10 days of written or electronic notice to KED by the Company, than the Company may cancel the agreement. In that event, KED would be entitled to retain that number of warrants associated with payments made prior to the default. The Company has not issued such a default notice. Through March 15, 2015 to November 5, 2015, the Company has received $224,000 from KED. On September 23, 2015, the Company received a notice of conversion for $137,247.31 of principal and it and its designees received 2,366,333 shares of common stock. On May 14, 2015, the Company entered into and received $50,000 in proceeds of a Convertible Promissory Note and Warrant Purchase Agreement with an unrelated third party investor. This agreement entitles the investor to advance up to maximum of $100,000 through May 13, 2016. In exchange, the Company issued the investor a convertible promissory note with a principal amount of $50,000 and a warrant to purchase 200,000 shares of Company common stock. The note has an annual interest rate of 8% and is convertible at the option of the holder in four equal tranches on August 14, 2016, November 14, 2016, February 14, 2017 and May 13, 2017, including accrued interest. The maturity date of this note is May 13, 2017. The conversion price of the note is $0.05823 per share and is convertible into 858,664 common shares at May 13, 2017. The warrant is exercisable for 200,000 common shares and has an exercise price of $0.45 per share and shall be exercisable from May 14, 2019 until May 13, 2020. In the event that the investor has not elected to convert the entire principal and interest remaining owing on or prior to the maturity date, then the outstanding principal and interest shall automatically be converted into common shares at the conversion price. Should the holder invest the maximum additional proceeds, he would be entitled to receive an additional 400,000 warrants at the defined exercise price of $0.45 per share at that time. The warrant has a cashless exercise feature.

4. Convertible Debt - Related P

4. Convertible Debt - Related Parties	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
4. Convertible Debt - Related Parties	Effective March 18, 2013, the Company entered into a Strategic Collaboration Agreement (“SCA”), with MedBridge Development Company, LLC (“MDC”), pursuant to which MDC provided funding and services to the Company to fund continuing research and development and operations and provided administrative assistance, and a line of credit at the discretion of MDC aggregating $550,000 through March 17, 2015. In the nine months ended September 30, 2015, MDC advanced $140,000 and provided $50,968 in services to the Company. At September 30, 2015, all proceeds have been received and all services have been rendered pursuant to the SCA. In the nine months ended September 30, 2015, an aggregate of $373,468 received under the SCA for cash ($262,500) and services ($110,968) was converted into an aggregate of 3,294,288 common shares of the Company. As a result, all obligations under the SCA have been converted by MDC as of September 30, 2015. Effective on January 12, 2015, the Company and MedBridge Venture Fund, LLC (“MVF”) entered into a Convertible Promissory Note and Warrant Purchase Agreement pursuant to which MVF agreed to provide services as defined in the agreement in the amount of $862,500 during the period from January 12, 2015 to December 31, 2015. The Company intends to negotiate a new agreement upon termination of the current agreement. The services being provided by MVF include a management team comprised of a President and CEO, Chief Financial Officer, Chief Operating Officer, Controller, corporate project manager, grant application coordinator, finance administrative assistant and public relations resources. The note matures December 31, 2015, and has an interest rate of 8% per annum. Principal and accrued interest are convertible at the option of MVF in four equal tranches on March 31, 2015, June 30, 2015, September 30, 2015 and December 31, 2015 at a conversion price 10% lower than the lowest three day average closing prices of the Company’s common stock starting on January 12, 2015 and ending on February 11, 2015 ($0.0582). Any amount remaining outstanding upon maturity will automatically be converted into common shares at the conversion price. On January 12, 2015, the Company also issued warrants to purchase four common shares for each $1 of principal at $0.45 per share (3,450,000), exercisable on any date from the four-year anniversary to the five-year anniversary from the date of the agreement. These warrants have a cashless exercise feature. Through September 30, 2015, services valued at $637,500 have been provided, of which $225,000 remains unconverted. In the period from January 1, 2015, to September 30, 2015, MVF converted $412,500 in principal at a defined conversion price of $0.0582 per share and received 7,083,988 shares of common stock. On April 13, 2015, the Company entered into an unlimited, unsecured revolving line of credit (“RLOC”) with MDC with a maturity date of April 15, 2018, which, when funded, shall accrue interest at a rate of 5% per annum, and which permits all or any portion of the then outstanding principal to be exchanged for shares of the Company’s common stock at the election of MDC. For each $1 of principal exchanged by MDC for the Company’s common stock, MDC will receive a number of shares calculated by dividing the exchanged amount by the volume-weighted average closing price of our common stock for the 20 trading days immediately prior to the date MDC provides notice of the exchange to the Company. Any unpaid principal due at the maturity date will automatically be exchanged for shares of the Company’s common stock using the maturity date as the date of notice. For each share of stock issued for conversion of debt owed under the line of credit, the Company shall issue MDC a warrant to purchase a share of common stock for 100% of the price at which the debt under the revolving line of credit was converted. In the event of a default, MDC is entitled to receive interest on the outstanding principal balance and any other advances and charges advanced by MDC at the lesser of 12% per annum or the maximum interest rate allowed by law. Through September 30, 2015 and November 5, 2015, $96,200 and $121,200 respectively, has been funded through the RLOC. Through November 5, 2015, $10,000 has been repaid.

5. Equity Incentive Plan

5. Equity Incentive Plan	9 Months Ended
	Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
5. Equity Incentive Plan	In the nine month periods ended September 30, 2015 and 2014, the Company granted 4,495,000 and 4,545,000, respectively, non-qualified stock options under its 2013 Equity Incentive Plan to management and consultants. The fair value of these options was estimated using the Black-Scholes Option Pricing Model with the following assumptions: risk free annual interest ranging from 1.94% to 2.35% in 2015 and 2.53% to 2.73% in 2014; volatility ranging from 130.81% to 133.89% in 2015 and 127.02% to 127.16% in 2014; expected life of 5 years; and no expected dividends. The aggregate fair value of these options granted for the nine months ended September 30, 2015 was $239,807, of which $22,884 was included in research and development and $216,923 was included in general and administrative. The aggregate fair value of these options granted for the nine months ended September 30, 2014 was $597,269, of which $59,136 was included in research and development and $538,133 was included in general and administrative. Effective on January 2, 2015, the Board of Directors voted to amend the Company’s 2013 Equity Incentive Plan to increase the shares reserved that may be issued under the plan to 18 million.

6. Commitments and Contingencie

6. Commitments and Contingencies	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
6. Commitments and Contingencies	In March 2013, the Company, Dr. M. Karen Newell Rogers, Ph.D., the Company’s Chief Scientist pursuant to her consulting agreement, and Scott & White Healthcare entered into a two year Funding Agreement to reimburse the Company for its sole sponsorship of the Phase I clinical trial research expenses it has or will incur during the term of the agreement, conducted for the benefit of the Company’s licensed MDT and TPT technologies. The agreement can be cancelled by any party to it on 30 days advance notice, but all parties would remain obligated for their performance through the date or any such termination. This research is in part funded through grants and other non-Company funding provided to the lab of Dr. Newell from donated funds received for this purpose by Scott & White Healthcare (a non-profit organization) (“S&W”). Among other obligations under this agreement, the Company must (i) indemnify S&W and Dr. Newell from and against all liabilities, claims, losses and damages they may incur arising from this agreement or any act or omission of the Company related to its sponsorship of the clinical trial and (ii) procure and maintain certain commercial general, professional liability and clinical professional liability insurance in the amount of $10 million for damages that may arise from the agreement or any act or omission by the Company related to the Company’s sponsorship of the clinical trial. Payments by S&W are to total $410,852 plus an additional $63,000 on behalf of Dr. Newell for past expenses of the Company related to the preparation and drafting of the study protocol. In the year ended December 31, 2013, the Company received $403,578 in reimbursements from Scott & White Health Sciences Center at San Antonio (including $63,000 on behalf of Dr. Newell). Through December 31, 2013, $267,927 has been paid to the University of Texas by the Company and the remaining $135,650 is included in accrued expenses. Actual amounts determined upon completion will be recorded at that time. Pursuant to the agreement, the Company has agreed to incur at least $100,000 of expenses associated with the clinical trial during the term of this agreement. Effective July 2013 and amended in September 2014, the Company entered into a Patent License Agreement (“Agreement”) with S&W with respect to certain intellectual property and patents developed or co-developed by Dr. Newell for her employer, Texas A&M University Hospital Science Center (“HSC”). HSC has previously granted S&W the exclusive right to market and license these rights. Under the Agreement, S&W granted the Company an exclusive license under the patent rights and intellectual property to make, have made, use and sell the licensed products worldwide and in all applications, to the end of the patent term. The U.S. and International provisional patent rights include MHC Engagement and CLIP Modulation for the Treatment of Disease, CLIP Modulation for the Treatment of Mucosal Diseases, Cancer Biomarkers, Therapeutics and Methods and Products For Treating Preeclampsia and Modulating Blood Pressure, and Treating Neurological Diseases. The Company was required to make an initial $50,000 payment to S&W, and was obligated to make royalty payments to S&W of 3% of net sales in developed countries and 0.5% of net sales in underdeveloped countries, of licensed products or services requiring their use, subject to adjustment as defined in the agreement. In consideration for Amendment 1 dated September 9, 2014, the Company was required to make an additional payment of $25,000 to S&W. Additionally, in order to maintain the license, the Company was required to pay S&W minimum annual consideration, in combination with the aforementioned royalties, as follows: (a) Calendar Year 2013, payable January 1, 2014 $ 20,000 (b) Calendar Year 2014, payable January 1, 2015 $ 20,000 (c) Calendar Year 2015, payable January 1, 2016 $ 87,500 (d) Calendar Year 2016, payable January 1, 2017 $ 125,000 (e) Calendar Year 2017, payable January 1, 2018 $ 187,000 (f) Calendar Year 2018, payable January 1, 2019 and each January 1 year thereafter through the expiration of the Agreement $ 250,000 In addition, the Company was obligated for certain milestone payments – · For each Phase I clinical trial - $100,000 · Upon successful conclusion of each Phase III clinical trial or any other clinical trial following a Phase II clinical trial for each licensed product - $500,000 · Upon each regulatory/market approval on each licensed product/indication - $2,000,000. The Company was responsible for prosecution and maintenance of the patent rights after the effective date and would have been directly responsible for such future expenses of filing and protection of patent claims, including counsel fees. The Agreement contained other obligations for timely periodic reporting of its activities and other matters that are material to maintenance of the patent rights. The Company is in compliance with these payment terms, except that the payment due January 1, 2015 was not made, nor was the additional $25,000 payment required in consideration of Amendment 1. As a result, the Company received notice of termination dated March 10, 2015, which resulted in termination under the original Agreement on May 9, 2015. S&W has the right under the Agreement to charge daily interest on overdue payments commencing on the 31 st Effective January 1, 2015, on May 21, 2015, the Company reinstated the Amended Patent License Agreement with S&W after its termination. In consideration for the reinstatement of the Amended Patent License Agreement, the Company was required to and did pay $45,000 and submitted the required annual due diligence report in accordance with Section 5.2(b) of the Amended Patent License Agreement by June 15, 2015. On March 28, 2014, as amended May 9, 2014, September 4, 2014 and February 5, 2015 the Company entered into an Investment Agreement (“the Agreement”) with Dutchess Opportunity Fund II L.P. (“Dutchess”) whereby Dutchess may purchase up to that number of common shares having an aggregate purchase price of $5,000,000. This agreement is referred to by the parties as the Equity Line. Under terms of the Agreement, the Company may, at its sole discretion, deliver a Put Notice to Dutchess stating the dollar amount of common shares, which the Company intends to sell to Dutchess on a closing date. The maximum amount that Dutchess can be required to purchase at any one time shall be equal to (1) 200% of the average daily volume for the three trading days immediately preceding the formal date of the notice to Dutchess or (2) $150,000, determined at the sole discretion of the Company. The share purchase price is 94% of the lowest daily volume-weighted average price of Company stock for the 5 consecutive trading days beginning with the notice date and the ensuing four trading days. The Agreement is for a term of three years from the date of execution, or, if earlier, the sale of $5,000,000 or written notice to Dutchess by the Company. The Company and Dutchess amended the original agreement to require the Company to file a Registration Statement on Form S-1 (or other appropriate form) with the SEC covering 5 million common shares, the registrable securities that may be issued under the Investment Agreement within 30 days of the completion of the review of the Form 10 by the SEC. The Company was notified by the SEC that the required registration statement filed by the Company with respect to the registrable securities was declared effective on February 22, 2015. Pursuant to the Equity Line Agreement with Dutchess, on March 19, 2015, the Company exercised its right to issue a Put Notice in the amount of $25,000. The pricing period ran from March 19, 2015 to March 25, 2015 with a floor price of $0.06 per share. The per share purchase price was calculated as $0.0664 in the pricing period. The Company received $5,713 in net proceeds of this put and issued 89,800 common shares on April 2, 2015. Effective April 16, 2015, the Company entered into a Memorandum of Understanding (“MOU”) with Tg IT, Inc., dba “Anchor Point IT-Solutions” (“Anchor Point”). The MOU extends the services and terms provided in the MOU dated February 1, 2014, in which Anchor Point provides IT services and support for $600 per month. The MOU is cancellable by either party on 30 days’ notice. Anchor Point is owned in part by two of the Company’s directors, David Odell and John Tynan.

2. Basis of Presentation (Polic

2. Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Accounting Pronouncements	Accounting Pronouncements The Company adopted the provisions of FASB Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915) (“the Update”) in these financial statements. The Update removes the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities from US GAAP. In addition, the Update eliminates the requirements for development stage entities to: (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. For public business entities, the amendment is effective for annual reporting periods beginning after December 15, 2014. The requirements of this pronouncement do not have a material effect on the financial statements and we believe they will not going forward.
Going Concern	Going Concern As of September 30, 2015, the Company had an accumulated deficit of approximately $109.8 million and requires substantial additional funds to continue its research and development, to support its operations and to achieve its business development goals, the attainment of which are not assured. The Company has been able to satisfy certain liabilities with convertible indebtedness and common shares and enter into debt settlement arrangements, facilitated by third party financing, with vendors and creditors for substantial amounts of its various financial obligations. Convertible instruments have also been converted into equity. In March 2013 and in January 2015, the Company also entered into arrangements with related parties under which it has and will continue to receive certain financial and administrative support, services, and executive services through December 31, 2015, and an unsecured revolving line of credit expiring April 15, 2018; and has consummated related party and unrelated convertible debenture and warrant agreements from which it has and will receive cash. However, substantial indebtedness remains and substantial recurring losses from operations and additional liabilities continue to be incurred. These factors and uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might incur in the event the Company cannot continue in existence. Management has designed plans for sales of the Company’s future pharmaceutical related products. Management intends to seek additional capital from new equity securities offerings, from debt financing and debt restructuring to provide funds needed to increase liquidity, fund internal growth and fully implement its business plan. However, management can give no assurance that these funds will be available in adequate amounts, or if available, on terms that would be satisfactory to the Company. The timing and amount of the Company’s capital requirements will depend on a number of factors, including (i) the need for funds to support research and development, (ii) payment requirements to sustain patent and licensing rights, (iii) demand for new products and services, (iv) the availability of opportunities for international expansion through affiliations, (v) maintaining its status as a public company and supporting shareholder and investor relations, (vi) the need to establish and maintain current and new business relationships, and (vii) for other general corporate business purposes.

1. Organization and Descripti13

1. Organization and Description of Business (Tables)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Subsidiary information	Subsidiary Name Origination/ Acquisition Date Ownership Percentage V-Clip Pharmaceuticals, Inc. 2008 100% Carcinotek, Inc. 2008 100% White Label Generics, Inc. 2008 49% MetaCytolytics, Inc. 2009 100% VG Energy, Inc. 2010 81.65%

6. Commitments and Contingenc14

6. Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Schedule of license agreements	(a) Calendar Year 2013, payable January 1, 2014 $ 20,000 (b) Calendar Year 2014, payable January 1, 2015 $ 20,000 (c) Calendar Year 2015, payable January 1, 2016 $ 87,500 (d) Calendar Year 2016, payable January 1, 2017 $ 125,000 (e) Calendar Year 2017, payable January 1, 2018 $ 187,000 (f) Calendar Year 2018, payable January 1, 2019 and each January 1 year thereafter through the expiration of the Agreement $ 250,000

1. Organization and Descripti15

1. Organization and Description of Business (Details - Subsidiary listing)	9 Months Ended
	Sep. 30, 2015
V-Clip Pharmaceuticals [Member]
Origination/Acquisition date	2,008
Ownership percentage	100.00%
Carcinotek, Inc. [Member]
Origination/Acquisition date	2,008
Ownership percentage	100.00%
White Label Generics, Inc. [Member]
Origination/Acquisition date	2,008
Ownership percentage	49.00%
MetaCytolytics, Inc. [Member]
Origination/Acquisition date	2,009
Ownership percentage	100.00%
VG Energy, Inc. (VGE) [Member]
Origination/Acquisition date	2,010
Ownership percentage	81.65%

3. Convertible Debt - Other (De

3. Convertible Debt - Other (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Convertible debt - other	$ 1,237,882		$ 1,411,353
Proceeds from convertible debt	273,000	$ 653,333
Convertible Debenture [Member] | KED [Member]
Convertible debt - other	$ 600,000
Debt maturity date	Mar. 15, 2016
Debt interest rate	8.00%
Proceeds from convertible debt	$ 224,000
Warrants issued with debt	Principal and accrued interest are convertible at the option of KED in four equal tranches on June 15, 2015, September 15, 2015, December 15, 2015 and March 15, 2016 at a conversion price 10% lower than the lowest three day average closing prices of the Company’s common stock starting on January 12, 2015 and ending on February 11, 2015 ($0.0582). Any amount remaining outstanding upon maturity will automatically be converted into common shares at the conversion price. The Company also issued on March 15, 2015 warrants to purchase four common shares for each $1 of principal at $0.45 per share (2,400,000), exercisable on any date from the four-year anniversary to the five-year anniversary from the date of the agreement.
Notice of principal conversion	$ 137,247
Common stock issued upon conversion	2,366,333
Convertible Debenture [Member] | Unrelated Third Party [Member]
Convertible debt - other	$ 100,000
Debt maturity date	May 13, 2017
Debt interest rate	8.00%
Proceeds from convertible debt	$ 50,000
Warrants issued with debt	In exchange, the Company issued the investor a convertible promissory note with a principal amount of $50,000 and a warrant to purchase 200,000 shares of Company common stock. The note has an annual interest rate of 8% and is convertible at the option of the holder in four equal tranches on August 14, 2016, November 14, 2016, February 22, 2017 and May 22, 2017, including accrued interest. The maturity date of this note is May 13, 2017. The conversion price of the note is $0.05823 per share and is convertible into 858,664 common shares at May 13, 2017. The warrant is exercisable for 200,000 common shares and has an exercise price of $0.45 per share and shall be exercisable from May 14, 2019 until August 14, 2020.

4. Convertible Debt - Related17

4. Convertible Debt - Related Parties (Details Narrative) - USD ($)	9 Months Ended	10 Months Ended
	Sep. 30, 2015	Nov. 05, 2015
Line Of Credit [Member] | MedBridge Development Company [Member]
Credit line maximum amount	$ 550,000
Debt maturity date	Mar. 17, 2015
Amounts funded/advanced	$ 140,000
Services provided to support research and development and administrative assistance	$ 50,968
Stock issued for services, shares issued	3,294,288
Stock issued for services, value	$ 373,468
Convertible Debenture [Member] | MedBridge Venture Fund [Member]
Debt maturity date	Dec. 31, 2015
Convertible note face amount	$ 862,500
Debt interest rate	8.00%
Services provided to support research and development and administrative assistance	$ 637,500
Stock issued for services, shares issued	7,083,998
Stock issued for services, value	$ 412,500
Credit Facility [Domain] | MDC [Member]
Debt maturity date	Apr. 15, 2018
Amounts funded/advanced	$ 96,200	$ 121,200
Amounts repaid		$ 10,000
Debt interest rate	5.00%

5. Equity Incentive Plan (Detai

5. Equity Incentive Plan (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Stock options granted	4,495,000	4,545,000
Fair value of options granted	$ 239,807	$ 597,269
Shares available for grant	18,000,000
Research and Development Expense [Member]
Fair value of options granted	$ 22,884	59,136
General And Administrative Expense [Member]
Fair value of options granted	$ 216,923	$ 538,133

6. Commitments and Contingenc19

6. Commitments and Contingencies (Details)	Dec. 31, 2014USD ($)
Commitments and Contingencies Disclosure [Abstract]
Calendar Year 2013, payable January 1, 2014	$ 20,000
Calendar Year 2014, payable January 1, 2015	20,000
Calendar Year 2015, payable January 1, 2016	87,500
Calendar Year 2016, payable January 1, 2017	125,000
Calendar Year 2017, payable January 1, 2018	187,000
Calendar Year 2018, payable January 1, 2019 and each January 1 year thereafter through the expiration of the Agreement	$ 250,000