Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 13, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. | ||
Entity Central Index Key | 1,187,953 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Trading Symbol | CELZ | ||
Entity Common Stock, Shares Outstanding | 105,013,750 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 221,868 | $ 100 |
Stock subscription receivable | 0 | 49,500 |
Total Current Assets | 221,868 | 49,600 |
OTHER ASSETS | ||
Licenses, net of amortization | 100,644 | 0 |
TOTAL ASSETS | 322,512 | 49,600 |
CURRENT LIABILITIES | ||
Accounts payable | 66,385 | 0 |
Accrued expenses | 4,879 | 0 |
Notes payable - related party - current | 100,000 | 0 |
Management fee payable - related party | 280,000 | 0 |
Advances from related party | 2,600 | 100 |
Total Current Liabilities | 453,864 | 100 |
LONG TERM LIABILITIES | ||
Notes payable - related party, net of current portion | 25,000 | 0 |
Accrued expenses, net of current portion | 1,439 | 0 |
TOTAL LIABILITIES | 480,303 | 100 |
Commitments and contingencies | ||
STOCKHOLDERS’ (DEFICIT) EQUITY | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 600,000,000 shares authorized; 105,013,750 and 32,010,000 shares issued and outstanding, respectively | 105,014 | 32,010 |
Additional paid-in capital | 503,767 | 17,990 |
Accumulated deficit | (766,572) | (500) |
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY | (157,791) | 49,500 |
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | $ 322,512 | $ 49,600 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 |
Common Stock, Shares, Issued | 105,013,750 | 32,010,000 |
Common Stock, Shares, Outstanding | 105,013,750 | 32,010,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | Dec. 31, 2015 | Dec. 31, 2016 |
REVENUES | $ 0 | $ 0 |
OPERATING EXPENSES | ||
Research and development | 0 | 85,334 |
General and administrative | 500 | 664,984 |
Amortization of patent costs | 0 | 9,356 |
TOTAL EXPENSES | 500 | 759,674 |
OTHER INCOME/(EXPENSE) | ||
Interest expense, related party | 0 | (6,398) |
OPERATING LOSS | (500) | (766,072) |
NET LOSS | $ (500) | $ (766,072) |
BASIC AND DILUTED LOSS PER SHARE | $ 0 | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED | 32,010,000 | 94,006,533 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) | Total | Patents [Member] | Licensing Agreements [Member] | Preferred Stock [Member] | Preferred Stock [Member]Patents [Member] | Preferred Stock [Member]Licensing Agreements [Member] | Common Stock [Member] | Common Stock [Member]Patents [Member] | Common Stock [Member]Licensing Agreements [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Patents [Member] | Additional Paid-in Capital [Member]Licensing Agreements [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Patents [Member] | Accumulated Deficit [Member]Licensing Agreements [Member] |
Balance at Dec. 29, 2015 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||
Balance (In Shares) at Dec. 29, 2015 | 0 | 0 | |||||||||||||
Common stock issued for cash | 50,000 | $ 0 | $ 32,010 | 17,990 | 0 | ||||||||||
Common stock issued for cash (In Shares) | 0 | 32,010,000 | |||||||||||||
Net loss | (500) | $ 0 | $ 0 | 0 | (500) | ||||||||||
Balance at Dec. 31, 2015 | 49,500 | $ 0 | $ 32,010 | 17,990 | (500) | ||||||||||
Balance (In Shares) at Dec. 31, 2015 | 0 | 32,010,000 | |||||||||||||
Common stock issued for cash | 470,000 | $ 0 | $ 4,700 | 465,300 | 0 | ||||||||||
Common stock issued for cash (In Shares) | 0 | 4,700,000 | |||||||||||||
Common stock issued for cash to related party | 30,000 | $ 0 | $ 300 | 29,700 | 0 | ||||||||||
Common stock issued for cash to related party (In Shares) | 0 | 300,000 | |||||||||||||
Common stock issued for ED Patent | $ 100,000 | $ 1,000 | $ 0 | $ 0 | $ 64,667 | $ 323 | $ 35,333 | $ 677 | $ 0 | $ 0 | |||||
Common stock issued for ED Patent (In Shares) | 0 | 0 | 64,666,667 | 323,333 | |||||||||||
Acquisition of Creative Medical Technology Holdings, Inc as part of recapitalization | (44,784) | $ 0 | $ 18,114 | (62,898) | 0 | ||||||||||
Acquisition of Creative Medical Technology Holdings, Inc as part of recapitalization (In Shares) | 0 | 18,113,750 | |||||||||||||
Cancellation of shares outstanding | 0 | $ 0 | $ (15,100) | 15,100 | 0 | ||||||||||
Cancellation of shares outstanding (In Shares) | 0 | (15,100,000) | |||||||||||||
Stock-based compensation | 2,565 | $ 0 | $ 0 | 2,565 | 0 | ||||||||||
Net loss | (766,072) | 0 | 0 | 0 | (766,072) | ||||||||||
Balance at Dec. 31, 2016 | $ (157,791) | $ 0 | $ 105,014 | $ 503,767 | $ (766,572) | ||||||||||
Balance (In Shares) at Dec. 31, 2016 | 0 | 105,013,750 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | Dec. 31, 2015 | Dec. 31, 2016 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (500) | $ (766,072) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Stock based compensation | 0 | 2,565 |
Amortization | 0 | 9,356 |
Changes in assets and liabilities: | ||
Accounts payable | 0 | 22,601 |
Accrued expenses | 0 | 6,318 |
Management fee payable | 100 | 280,000 |
Net cash (used) by operating activities | (400) | (445,232) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of licenses | 0 | (10,000) |
Net cash (used) by investing activities | 0 | (10,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Cash received from notes payable - related party | 0 | 125,000 |
Cash received from subscription receivable | 0 | 49,500 |
Proceeds from sale of common stock | 0 | 500,000 |
Related party advances | 0 | 2,500 |
Contributed capital | 500 | 0 |
Net cash provided from financing activities | 500 | 677,000 |
NET INCREASE IN CASH | 100 | 221,768 |
BEGINNING CASH BALANCE | 0 | 100 |
ENDING CASH BALANCE | 100 | 221,868 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash payments for interest | 0 | 0 |
Cash payments for income taxes | 0 | 0 |
NON-CASH FINANCING ACTIVITIES: | ||
Accounts payable assumed in reverse merger | 0 | 43,784 |
Fair value of warrants issued in private placement | 0 | 32,530 |
Licensing Agreements [Member] | ||
NON-CASH FINANCING ACTIVITIES: | ||
Stock Issued | 0 | 1,000 |
Patents [Member] | ||
NON-CASH FINANCING ACTIVITIES: | ||
Stock Issued | $ 0 | $ 100,000 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Organization - Creative Medical Technology Holdings, Inc., formerly Jolley Marketing, Inc. (the “ Company CMTH CMT a. CMT advanced $ 25,000 b. The Company exchanged 97,000,000 6.466666 c. As part of the acquisition, CMT purchased 15,100,000 5,000 d. The shareholders of CMT acquired voting and operating control of the Company after the recapitalization; and e. The financial operations of the Company, as reported after the merger, are the historical information of CMT. CMT was incorporated in the State of Nevada on December 30, 2015 (“ Inception On September 14, 2016, CMT filed a certificate of organization for Amniostem LLC, a Nevada limited liability company and wholly owned subsidiary of CMT. Amniostem, LLC was formed to create and/or license intellectual property in the area of amniotic fluid derived stem cells for therapeutic applications. With this, management intends to address what it believes are unmet medical needs through development and commercialization of amniotic fluid stem cell based technologies. Management intends to seek in licensing opportunities as well as create intellectual property in-house for this newly created entity. - The Company has a limited operating history and has not generated revenues from its planned principal operations. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on the Company’s financial condition and the results of its operations. The Company currently has limited sales and marketing and/or distribution capabilities. The Company has limited experience in developing, training or managing a sales force and will incur substantial additional expenses if it decides to market any of its current and future products and services. Developing a marketing and sales force is also time consuming and could delay launch of its future products and services. In addition, the Company will compete with many companies that currently have extensive and well-funded marketing and sales operations. The Company’s marketing and sales efforts may be unable to compete successfully against these companies. In addition, the Company has limited capital to devote to sales and marketing. The Company’s industry is characterized by rapid changes in technology and customer demands. As a result, the Company’s products and services may quickly become obsolete and unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance the Company’s current products and services on a timely and cost-effective basis. Further, the Company’s products and services must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products and services or enhanced versions of existing products and services. Also, the Company may not be able to adapt new or enhanced products and services to emerging industry standards, and the Company’s new products and services may not be favorably received. In addition, the Company may not have the capital resources to further the development of existing and/or new ones. - The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. - The consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“ U.S. GAAP The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S., which contemplate continuation of the Company as a going concern. However, during the fiscal year ended December 31, 2016, the Company incurred a net loss of $ 766,072 445,232 231,996 The Federal Deposit Insurance Corporation insures cash deposits in most general bank accounts for up to $ 250,000 The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. - The Company’s financial instruments consist of cash and cash equivalents, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy: Level 1 Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of December 31, 2016 and 2015, the Company didn’t have any Level 2 or 3 financial instruments. - The Company records impairment losses when indicators of impairment are present and undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. Furthermore, the Company will make periodic assessments of technology and clinical testing to determine if it plans to continue to pursue the technology and if the license, patent or other rights have value. To date no impairment has been recorded. The Company will recognize revenue as it is earned as defined by U.S. GAAP. From Inception to December 31, 2016, there were no sales and revenue was not recognized. For the next several months, until clinical trials have successfully been completed, the Company does not anticipate there will be revenue to report. - Research and development will be the principal function of the Company. Research and development costs will be expensed as incurred. Expenses in the accompanying financial statements include certain costs which are directly associated with the Company’s research and development: 1. Erectile Dysfunction Technology based upon the use of stem cells. These costs, which consist primarily of monies paid for clinical trial expenses, materials and supplies and compensation costs amounted to $ 88,834 2. Infertility Treatment based upon implanting stem cells in the female reproductive system. The costs of acquiring an exclusive license of $ 12,640 The Company accounts for its stock-based compensation in accordance with Accounting Standards Codification (“ ASC The Company follows ASC 505-50, Equity-Based Payments to Non-Employees, for stock options and warrants issued to consultants and other non-employees. In accordance with ASC 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument, which is revalued at each reporting period, is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates the realizability of deferred tax assets and valuation allowances are provided when necessary to reduce net deferred tax assets to the amounts expected to be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company will recognize interest and penalties related to unrecognized tax benefits in the income tax provision in the accompanying statement of operations. The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income taxes paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made. The Company follows Financial Accounting Standards Board (“ FASB EPS 500,000 500,000 The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements. |
LICENSING AGREEMENTS
LICENSING AGREEMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Licensing Agreements Disclosure [Abstract] | |
Licensing Agreements Disclosure [Text Block] | NOTE 2 LICENSING AGREEMENTS ED Patent The Company acquired a patent from CMH, a related company on February 2, 2016, in exchange for 64,666,667 100,000 2025 9,124 90,876 10,000 Male Infertility License Agreement - The Company has acquired a royalty license from Los Angeles Biomedical Research Institute at Harbor-UCLA Medical Center (“ LABIOMED The license was acquired for a cash payment of $ 5,000 323,333 1,000 0.01 1,800 1,800 7,800 The Company is subject to a 6 25 20,000 50,000 Multipotent Amniotic Fetal Stem Cells License Agreement - The Company estimates that the patent expires in February 2026 232 9,768 1,200 For the year ending December 31, 2017 $ 11,176 2018 11,176 2019 11,176 2020 11,176 2021 11,176 Thereafter $ 44,764 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 3 RELATED PARTY TRANSACTIONS The Company has an agreement with CMH which obligates the Company to reimburse CMH $ 35,000 1,000,000 420,000 280,000 During the year ended December 31, 2016, the Company paid $ 3,000 During the year ended December 31, 2016, the Company entered into three note payable agreements with CMH in which the proceeds were used in operations. The notes payable were dated February 2, 2016 May 1, 2016 May 18, 2016 50,000 50,000 25,000 50,000 April 30, 2017 50,000 July 31, 2017 25,000 May 18, 2018 8 6,398 During the year ended December 31, 2016, CMH has advanced the Company $ 2,000 During the year ended December 31, 2016, the Company issued 300,000 shares of common stock and 30,000 30,000 See Note 2 for discussion of an additional related party transaction with CMH. |
OPTIONS
OPTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | NOTE 4 OPTIONS The Company has reserved 2,000,000 Plan In July and September 2016, the Company granted 10 250,000 0.175 The options vest at a rate of 50,000 on each anniversary date of the respective grants. Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 7.27 Risk-free interest rate 1.42 % Expected volatility 89.49 % Common stock price $ 0.10 Since the expected life of the options was greater than the Company’s historical stock information available, the Company determined the expected volatility based on price fluctuations of comparable public companies. Stock based compensation for the year ended December 31, 2016 was $ 2,565 33,493 2021 Weighted Weighted Average Average Stock Options Exercise Price Life Remaining Outstanding, December 31, 2015 - $ - - Issued 500,000 0.18 10.00 Exercised - - - Expired - - - Outstanding, December 31, 2016 500,000 $ 0.18 9.65 Vested, December 31, 2016 - $ - - The weighted average grant-date fair value of the Company’s options issued during the year ended December 31, 2016 was approximately $0.10 per share. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 5 STOCKHOLDERS’ DEFICIT In August 2016, the Company commenced a non-public offering of common stock at $ 0.10 one warrant to purchase another share of common stock at $0.10 per share for each ten shares purchased in the offering. 5,000,000 500,000 500,000 30,000 32,530 Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 3.00 Risk-free interest rate 0.86 % Expected volatility 102.59 % Common stock price $ 0.10 Weighted Weighted Average Average Warrants Exercise Price Life Remaining Outstanding, December 31, 2015 - $ - - Issued 500,000 0.10 3.00 Exercised - - - Expired - - - Outstanding, December 31, 2016 500,000 $ 0.10 2.82 Vested, December 31, 2016 500,000 $ 0.10 2.82 See Note 2 for discussion related to the issuance of common stock in connection with licensing agreements. See Note 3 for discussion related to the issuance of common stock to a related party for cash. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 6 INCOME TAXES 2016 2015 Income tax provision attributable to: Federal $ (199,179) $ - State and local (61,286) - Valuation allowance 260,464 - Net provision for income tax $ - $ - 2016 2015 Deferred tax asset attributable to: Net operating loss carryover $ 189,064 $ - Accrued management fees, related party 71,400 Valuation allowance (260,464) - Net deferred tax asset $ - $ - The primary difference between the statutory federal rate and the Company’s effective tax rate for the year ended December 31, 2016 was due to the 100% valuation allowance. As of December 31, 2016, the Company had federal and state net operating loss carryforwards of approximately $ 557,000 As of December 31, 2016 and 2015, the Company maintained a full valuation allowance on its net deferred tax assets. The valuation allowance was determined in accordance with the provisions of ASC 740, Accounting for Income Taxes, which requires an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by jurisdiction basis. The Company’s history of cumulative losses, along with expected future U.S. losses required that a full valuation allowance be recorded against all net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance. The Company files income tax returns in the U.S. and Arizona. All years presented remain subject to examination for U.S. federal and state purposes. The Company is not currently under examination in federal or state jurisdictions. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 7 SUBSEQUENT EVENTS In accordance with ASC 855, management reviewed all material events through February 13, 2017, for |
ORGANIZATION AND SUMMARY OF S14
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Risks and Uncertainties [Policy Text Block] | Risks and Uncertainties - The Company has a limited operating history and has not generated revenues from its planned principal operations. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on the Company’s financial condition and the results of its operations. The Company currently has limited sales and marketing and/or distribution capabilities. The Company has limited experience in developing, training or managing a sales force and will incur substantial additional expenses if it decides to market any of its current and future products and services. Developing a marketing and sales force is also time consuming and could delay launch of its future products and services. In addition, the Company will compete with many companies that currently have extensive and well-funded marketing and sales operations. The Company’s marketing and sales efforts may be unable to compete successfully against these companies. In addition, the Company has limited capital to devote to sales and marketing. The Company’s industry is characterized by rapid changes in technology and customer demands. As a result, the Company’s products and services may quickly become obsolete and unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance the Company’s current products and services on a timely and cost-effective basis. Further, the Company’s products and services must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products and services or enhanced versions of existing products and services. Also, the Company may not be able to adapt new or enhanced products and services to emerging industry standards, and the Company’s new products and services may not be favorably received. In addition, the Company may not have the capital resources to further the development of existing and/or new ones. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates - The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation - The consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“ U.S. GAAP |
Liquidity Policy [Policy Text Block] | Going Concern - The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S., which contemplate continuation of the Company as a going concern. However, during the fiscal year ended December 31, 2016, the Company incurred a net loss of $ 766,072 445,232 231,996 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration Risks - The Federal Deposit Insurance Corporation insures cash deposits in most general bank accounts for up to $ 250,000 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Equivalents - The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments - The Company’s financial instruments consist of cash and cash equivalents, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy: Level 1 Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of December 31, 2016 and 2015, the Company didn’t have any Level 2 or 3 financial instruments. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment - The Company records impairment losses when indicators of impairment are present and undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. Furthermore, the Company will make periodic assessments of technology and clinical testing to determine if it plans to continue to pursue the technology and if the license, patent or other rights have value. To date no impairment has been recorded. |
Revenue Recognition, Policy [Policy Text Block] | Revenue - The Company will recognize revenue as it is earned as defined by U.S. GAAP. From Inception to December 31, 2016, there were no sales and revenue was not recognized. For the next several months, until clinical trials have successfully been completed, the Company does not anticipate there will be revenue to report. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development - Research and development will be the principal function of the Company. Research and development costs will be expensed as incurred. Expenses in the accompanying financial statements include certain costs which are directly associated with the Company’s research and development: 1. Erectile Dysfunction Technology based upon the use of stem cells. These costs, which consist primarily of monies paid for clinical trial expenses, materials and supplies and compensation costs amounted to $ 88,834 2. Infertility Treatment based upon implanting stem cells in the female reproductive system. The costs of acquiring an exclusive license of $ 12,640 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company accounts for its stock-based compensation in accordance with Accounting Standards Codification (“ ASC The Company follows ASC 505-50, Equity-Based Payments to Non-Employees, for stock options and warrants issued to consultants and other non-employees. In accordance with ASC 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument, which is revalued at each reporting period, is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates the realizability of deferred tax assets and valuation allowances are provided when necessary to reduce net deferred tax assets to the amounts expected to be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company will recognize interest and penalties related to unrecognized tax benefits in the income tax provision in the accompanying statement of operations. The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income taxes paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Loss Per Share The Company follows Financial Accounting Standards Board (“ FASB EPS 500,000 500,000 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements. |
LICENSING AGREEMENTS (Tables)
LICENSING AGREEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Licensing Agreements Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of December 31, 2016, future expected amortization of these assets is as follows: For the year ending December 31, 2017 $ 11,176 2018 11,176 2019 11,176 2020 11,176 2021 11,176 Thereafter $ 44,764 |
OPTIONS (Tables)
OPTIONS (Tables) - Employee Stock Option [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of each option award is estimated using the Black-Scholes valuation model. Assumptions used in calculating the fair value during the year ended December 31, 2016 were as follows: Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 7.27 Risk-free interest rate 1.42 % Expected volatility 89.49 % Common stock price $ 0.10 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Option activity for the year ended December 31, 2016 consists of the following: Weighted Weighted Average Average Stock Options Exercise Price Life Remaining Outstanding, December 31, 2015 - $ - - Issued 500,000 0.18 10.00 Exercised - - - Expired - - - Outstanding, December 31, 2016 500,000 $ 0.18 9.65 Vested, December 31, 2016 - $ - - |
STOCKHOLDERS' DEFICIT (Tables)
STOCKHOLDERS' DEFICIT (Tables) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Assumptions used in calculating the fair value of the warrants during the year ended December 31, 2016 were as follows: Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 3.00 Risk-free interest rate 0.86 % Expected volatility 102.59 % Common stock price $ 0.10 |
Schedule of Share-based Compensation, Activity [Table Text Block] | Warrant activity for the year ended December 31, 2016 consists of the following: Weighted Weighted Average Average Warrants Exercise Price Life Remaining Outstanding, December 31, 2015 - $ - - Issued 500,000 0.10 3.00 Exercised - - - Expired - - - Outstanding, December 31, 2016 500,000 $ 0.10 2.82 Vested, December 31, 2016 500,000 $ 0.10 2.82 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The provision for income tax expense consists of the following at December 31, 2016 and 2015: 2016 2015 Income tax provision attributable to: Federal $ (199,179) $ - State and local (61,286) - Valuation allowance 260,464 - Net provision for income tax $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets consists of the following at December 31, 2016 and 2015: 2016 2015 Deferred tax asset attributable to: Net operating loss carryover $ 189,064 $ - Accrued management fees, related party 71,400 Valuation allowance (260,464) - Net deferred tax asset $ - $ - |
ORGANIZATION AND SUMMARY OF S19
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | Dec. 31, 2015USD ($) | May 18, 2016USD ($)shares | Dec. 31, 2016USD ($)shares |
Operating Income (Loss) | $ (500) | $ (766,072) | |
Working Capital Deficit | 231,996 | ||
Cash, FDIC Insured Amount | 250,000 | ||
Research and Development Expense | $ 0 | 85,334 | |
Net Cash Provided by (Used in) Operating Activities | $ 445,232 | ||
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 500,000 | ||
Employee Stock Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 500,000 | ||
Creative Medical Technologies, Inc [Member] | |||
Due to Related Parties | $ 25,000 | ||
Stock Issued During Period, Shares, New Issues | shares | 97,000,000 | ||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 6.466666 | ||
Stock Repurchased and Retired During Period, Shares | shares | 15,100,000 | ||
Stock Repurchased and Retired During Period, Value | $ 5,000 | ||
Erectile Dysfunction Technology [Member] | |||
Research and Development Expense | $ 88,834 | ||
LABIOMED [Member] | |||
Research and Development Expense | $ 12,640 |
LICENSING AGREEMENTS (Details)
LICENSING AGREEMENTS (Details) | Dec. 31, 2016USD ($) |
For the year ending December 31, | |
2,017 | $ 11,176 |
2,018 | 11,176 |
2,019 | 11,176 |
2,020 | 11,176 |
2,021 | 11,176 |
Thereafter | $ 44,764 |
LICENSING AGREEMENTS (Details T
LICENSING AGREEMENTS (Details Textual) - USD ($) | Dec. 31, 2015 | Feb. 02, 2016 | Sep. 30, 2016 | Dec. 31, 2016 |
Amortization of Intangible Assets | $ 0 | $ 9,356 | ||
Payments to Acquire Intangible Assets | 0 | 10,000 | ||
Finite-Lived Intangible Assets, Net | $ 0 | 100,644 | ||
Patents [Member] | ||||
Stock Issued During Period, Value, Purchase of Assets | 100,000 | |||
Finite-Lived Intangible Assets, Net | 90,876 | |||
Finite Lived Intangible Assets, Expected Annual Amortization | 10,000 | |||
Licensing Agreements [Member] | ||||
Payments to Acquire Intangible Assets | 5,000 | |||
Reimbursement of License fees | $ 1,800 | |||
Shares Issued, Price Per Share | $ 0.01 | |||
Royalty Expense | $ 7,800 | |||
Royalty Payment Percentage | 6.00% | |||
Non-Royalty Sublease Income Percentage | 25.00% | |||
Payments for Royalties | $ 20,000 | $ 50,000 | ||
Finite-Lived Intangible Assets, Net | 9,768 | |||
Finite Lived Intangible Assets, Expected Annual Amortization | $ 1,200 | |||
Licensing Agreements [Member] | Restricted Stock [Member] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 323,333 | |||
Stock Issued During Period, Value, Purchase of Assets | $ 1,000 | |||
Multipotent Amniotic Fetal Stem Cells License Agreement [Member] | Patents [Member] | ||||
Finite-Lived Intangible Asset, Expiration Period | 2,026 | |||
Amortization of Intangible Assets | 232 | |||
Creative Medical Health, Inc [Member] | Patents [Member] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 64,666,667 | |||
Stock Issued During Period, Value, Purchase of Assets | $ 100,000 | |||
Finite-Lived Intangible Asset, Expiration Period | 2,025 | |||
Amortization of Intangible Assets | $ 9,124 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | |||
Management Fee Payable | $ 0 | $ 280,000 | $ 280,000 |
Proceeds from Related Party Debt | $ 0 | 2,500 | |
Related Party Transaction, Expenses from Transactions with Related Party | 420,000 | ||
Non Public Offering [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from Issuance or Sale of Equity | 500,000 | ||
Creative Medical Health [Member] | |||
Related Party Transaction [Line Items] | |||
Management Fee Payable | $ 280,000 | 280,000 | |
Reimbursement of Management Fees | $ 35,000 | ||
Maximum Number of Shares to be Issued | 1,000,000 | 1,000,000 | |
Line of Credit Facility, Interest Rate During Period | 8.00% | ||
Interest Payable, Current | $ 6,398 | $ 6,398 | |
Proceeds from Related Party Debt | 2,000 | ||
Number Of Warrants Issued | 30,000 | ||
Creative Medical Health [Member] | Non Public Offering [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from Issuance or Sale of Equity | 30,000 | ||
Creative Medical Health [Member] | February Note [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from Lines of Credit | $ 50,000 | ||
Line of Credit Facility, Initiation Date | Feb. 2, 2016 | ||
Line of Credit Facility, Maximum Borrowing Capacity | 50,000 | $ 50,000 | |
Line of Credit Facility, Expiration Date | Apr. 30, 2017 | ||
Creative Medical Health [Member] | May Note One [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from Lines of Credit | $ 50,000 | ||
Line of Credit Facility, Initiation Date | May 1, 2016 | ||
Line of Credit Facility, Maximum Borrowing Capacity | 50,000 | $ 50,000 | |
Line of Credit Facility, Expiration Date | Jul. 31, 2017 | ||
Creative Medical Health [Member] | May Note Two [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from Lines of Credit | $ 25,000 | ||
Line of Credit Facility, Initiation Date | May 18, 2016 | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000 | $ 25,000 | |
Line of Credit Facility, Expiration Date | May 18, 2018 | ||
Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Payments for Other Fees | $ 3,000 |
OPTIONS (Details)
OPTIONS (Details) - Employee Stock Option [Member] | 12 Months Ended |
Dec. 31, 2016$ / shares | |
Annual dividend yield | 0.00% |
Expected life (years) | 7 years 3 months 7 days |
Risk-free interest rate | 1.42% |
Expected volatility | 89.49% |
Common stock price | $ 0.10 |
OPTIONS (Details 1)
OPTIONS (Details 1) - Employee Stock Option [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock Option, Outstanding, December 31, 2015 | 0 | |
Issued | 250,000 | 500,000 |
Exercised | 0 | |
Expired | 0 | |
Outstanding, December 31, 2016 | 500,000 | |
Vested, December 31, 2016 | 0 | |
Weighted Average Exercise Price, Outstanding, December 31, 2015 | $ 0 | |
Weighted Average Exercise Price, Issued | $ 0.175 | 0.18 |
Weighted Average Exercise Price, Exercised | 0 | |
Weighted Average Exercise Price, Expired | 0 | |
Weighted Average Exercise Price, Outstanding, December 31, 2016 | 0.18 | |
Weighted Average Exercise Price, Vested, December 31, 2016 | $ 0 | |
Weighted Average Life Remaining, Issued | 10 years | |
Weighted Average Life Remaining, Outstanding, December 31, 2016 | 9 years 7 months 24 days |
OPTIONS (Details Textual)
OPTIONS (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2016 | May 18, 2016 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 33,493 | ||
Employee Service Share-based Compensation, Nonvested Awards, Expiration Period | 2,021 | ||
General and Administrative Expense [Member] | |||
Allocated Share-based Compensation Expense | $ 2,565 | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 | 500,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.175 | $ 0.18 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The options vest at a rate of 50,000 on each anniversary date of the respective grants. | ||
Stock Incentive Plan 2016 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,000,000 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2016$ / shares | |
Annual dividend yield | 0.00% |
Expected life (years) | 3 years |
Risk-free interest rate | 0.86% |
Expected volatility | 102.59% |
Common stock price | $ 0.10 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details 1) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants, Outstanding, December 31, 2015 | shares | 0 |
Warrants, Issued | shares | 500,000 |
Warrants, Exercised | shares | 0 |
Warrants, Expired | shares | 0 |
Warrants, Outstanding, December 31, 2016 | shares | 500,000 |
Warrants, Vested, December 31, 2016 | shares | 500,000 |
Weighted Average Exercise Price, Outstanding, December 31, 2015 | $ / shares | $ 0 |
Weighted Average Exercise Price, Issued | $ / shares | 0.10 |
Weighted Average Exercise Price, Exercised | $ / shares | 0 |
Weighted Average Exercise Price, Expired | $ / shares | 0 |
Weighted Average Exercise Price, Outstanding, December 31, 2016 | $ / shares | 0.10 |
Weighted Average Exercise Price, Vested, December 31, 2016 | $ / shares | $ 0.10 |
Weighted Average Life Remaining, Issued | 3 years |
Weighted Average Life Remaining, Outstanding, December 31, 2016 | 2 years 9 months 25 days |
Weighted Average Life Remaining, Vested, December 31, 2016 | 2 years 9 months 25 days |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Textual) - USD ($) | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Aug. 31, 2016 | Aug. 06, 2016 | |
Class of warrant or Right, Conversion Ratio | one warrant to purchase another share of common stock at $0.10 per share for each ten shares purchased in the offering. | |||
Non Public Offering [Member] | ||||
Stock Issued During Period, Shares, New Issues | 5,000,000 | |||
Proceeds from Issuance or Sale of Equity | $ 500,000 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | |||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 32,530 | |||
Shares Issued, Price Per Share | $ 0.10 | |||
Non Public Offering [Member] | Creative Medical Health [Member] | ||||
Proceeds from Issuance or Sale of Equity | $ 30,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income tax provision attributable to: | ||
Federal | $ (199,179) | $ 0 |
State and local | (61,286) | 0 |
Valuation allowance | 260,464 | 0 |
Net provision for income tax | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 189,064 | $ 0 |
Accrued management fees, related party | 71,400 | |
Valuation allowance | (260,464) | 0 |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) | Dec. 31, 2016USD ($) |
Operating Loss Carryforwards | $ 557,000 |