Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Apr. 07, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | OncBioMune Pharmaceuticals, Inc | ||
Entity Central Index Key | 1,362,703 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 663,530 | ||
Entity Common Stock, Shares Outstanding | 57,323,810 | ||
Trading Symbol | OBMP | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash | $ 672,769 | $ 100,760 |
Due from related parties | 17,800 | |
Prepaid expenses and other current assets | 18,968 | |
Total Current Assets | 709,537 | $ 100,760 |
OTHER ASSETS: | ||
Property and equipment, net | 10,702 | |
Security deposit | 6,400 | |
TOTAL ASSETS | $ 726,639 | $ 100,760 |
CURRENT LIABILITIES: | ||
Loans payable - related party | 46,100 | |
Line of credit | $ 49,708 | 34,981 |
Payroll liabilities | 18,474 | |
Accounts payable and accrued liabilities | $ 121,550 | 140,028 |
Total Current Liabilities | 171,258 | 239,583 |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common stock: $.0001 par value, 500,000,000 shares authorized; 57,107,809 and 47,000,000 issued and outstanding at December 31, 2015 and 2014, respectively | 5,711 | 4,700 |
Additional paid-in capital | 1,678,789 | (4,700) |
Accumulated deficit | (1,129,219) | (138,823) |
Total Stockholders’ Equity (Deficit) | 555,381 | (138,823) |
Total Liabilities and Stockholders’ Equity (Deficit) | 726,639 | $ 100,760 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred stock, $0.0001 par value; 20,000,000 authorized; Series A Preferred stock ($0.0001 Par Value; 1,000,000 Shares Authorized; 1,000,000 and none issued and outstanding at December 31, 2015 and 2014, respectively) | 100 | |
Total Stockholders’ Equity (Deficit) | $ 100 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 57,107,809 | 47,000,000 |
Common stock, shares outstanding | 57,107,809 | 47,000,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | |
Preferred stock, shares outstanding | 1,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
REVENUES | $ 254 | |
OPERATING EXPENSES: | ||
Professional fees | $ 213,838 | 37,293 |
Compensation expense | 326,274 | 202,962 |
Research and development expense | 85,323 | 151,255 |
General and administrative expenses | 182,210 | 61,188 |
Total Operating Expenses | 807,645 | 452,698 |
LOSS FROM OPERATIONS | (807,645) | (452,444) |
OTHER EXPENSE: | ||
Interest expense | (2,479) | $ (1,989) |
Offering costs | (205,000) | |
Other | 24,728 | $ 554 |
Total Other Expense | (182,751) | (1,435) |
NET LOSS | $ (990,396) | $ (453,879) |
NET LOSS PER COMMON SHARE - Basic and Diluted: | $ (0.02) | $ (0.01) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and diluted | 49,273,491 | 47,000,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2013 | $ 4,700 | $ (4,700) | $ 315,056 | $ 315,056 | |
Balance, shares at Dec. 31, 2013 | 47,000,000 | ||||
Net loss | (453,879) | (453,879) | |||
Balance at Dec. 31, 2014 | $ 4,700 | (4,700) | (138,823) | (138,823) | |
Balance, shares at Dec. 31, 2014 | 47,000,000 | ||||
Net loss | $ (990,396) | (990,396) | |||
Recapitalization of Company | $ 100 | $ 450 | 99,527 | 100,077 | |
Recapitalization of Company, shares | 1,000,000 | 4,493,390 | |||
Common shares issued for offering costs | $ 100 | 204,900 | 205,000 | ||
Common shares issued for offering costs, shares | 1,000,000 | ||||
Common stock issued for services | $ 6 | 17,994 | $ 18,000 | ||
Common stock issued for services, shares | 60,000 | 60,000 | |||
Shares issued for cash | $ 455 | 1,361,068 | $ 1,361,523 | ||
Shares issued for cash, shares | 4,554,419 | 4,493,390 | |||
Balance at Dec. 31, 2015 | $ 100 | $ 5,711 | $ 1,678,789 | $ (1,129,219) | $ 555,381 |
Balance, shares at Dec. 31, 2015 | 1,000,000 | 57,107,809 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (990,396) | $ (453,879) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 274 | |
Stock-based offering costs | 205,000 | |
Stock-based compensation | 18,000 | |
Change in operating assets and liabilities: | ||
Due from related parties | (17,800) | |
Prepaid expenses and other current assets | (18,968) | $ 7,000 |
Security deposit | (6,400) | |
Payroll liabilities | (18,474) | $ (153) |
Accounts payable and accrued liabilities | (23,077) | 28,820 |
NET CASH USED IN OPERATING ACTIVITIES | (851,841) | $ (418,212) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash received in recapitalization | 4,676 | |
Acquisition of property and equipment | (10,976) | |
NET CASH USED IN INVESTING ACTIVITIES | (6,300) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from Foundation loans | 51,550 | $ 45,100 |
Payments to Foundation loans | (97,650) | (29,000) |
Proceeds from line of credit | 68,355 | 53,981 |
Payments to line of credit | (53,628) | $ (19,000) |
Proceeds from sale of common stock | 1,361,523 | |
Proceeds from issuance of convertible debt | 100,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,430,150 | $ 51,081 |
NET INCREASE (DECREASE) IN CASH | 572,009 | (367,131) |
CASH, beginning of year | 100,760 | 467,891 |
CASH, end of year | 672,769 | 100,760 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | $ 2,479 | $ 895 |
Income taxes | ||
Non-cash investing and financing activities: | ||
Conversion of debt as part of recapitalization | $ 100,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION Organization OncBioMune Pharmaceuticals, Inc. (formerly Quint Media Inc.) (the Company, we, us or our) was incorporated under the laws of the State of Nevada on March 18, 2005, as PediatRx, Inc. From July 23, 2010 until early fiscal year 2014, the Company engaged in the pharmaceutical business. During the fiscal year ended February 28, 2014, the Company decided to divest itself of the balance of its pharmaceutical assets and engage in the digital media business, which encompasses social discovery aspects of the internet, primarily through an engagement website with mobile and tablet applications. On June 22, 2015 and amended and effective on September 2, 2015, the Company entered into a share exchange agreement (the Exchange Agreement) with OncBioMune, Inc. (ONC) and the shareholders of ONC. Pursuant to the Exchange Agreement, the Company acquired 100% of ONCs issued and outstanding common stock from the ONC shareholders in exchange for the issuance of 47,000,000 shares of the Companys common stock, representing 91.3% of the outstanding common stock, and 1,000,000 shares of the Companys Series A Preferred Stock, representing 100% of the outstanding series A Preferred Stock, (the Exchange), after giving effect to a 1-for-139.2328 reverse stock split (the Reverse Stock Split) which resulted in 4,493,390 common shares outstanding prior to the Exchange. Accordingly, the ONC shareholders became shareholders of the Company and ONC became a subsidiary of the Company. The Exchange has been accounted for as a reverse-merger and recapitalization since the stockholders of ONC obtained voting and management control of the Company. ONC is the acquirer for financial reporting purposes and the Company is acquired company. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Exchange are those of ONC and was recorded at the historical cost basis of ONC, and the consolidated financial statements after completion of the Share Exchange included the assets and liabilities of both the Company and ONC and the Companys consolidated operations from the closing date of the Share Exchange. All share and per share data in the accompanying consolidated financial statements have been retroactively restated to reflect the effect of the Reverse Stock Split and recapitalization. ONC was formed under the laws of the State of Louisiana in March 2005 as a limited liability company. On June 3, 2015 ONC converted from a Louisiana limited liability company to a Louisiana corporation. ONC is a biotechnology company specializing in innovative cancer treatment therapies. ONC has proprietary rights to a breast and prostate patent vaccine, as well as a process for the growth of cancer tumors. ONCs mission is to improve the overall patient condition through innovative bio immunotherapy with proven treatment protocols, to lower deaths associated with cancer and reduce the cost of cancer treatment. ONCs technology is safe, and utilizes clinically research proven methods of treatment to provide optimal success of patient recovery. On August 12, 2015, the Company filed amended and restated Articles of Incorporation with the Nevada Secretary of State which: a. changed the Companys name to OncBioMune Pharmaceuticals, Inc., b. amended the authorized shares of the Company to 520,000,000, of which 500,000,000 shares are common stock, with a par value of $0.0001 per share (Common Stock), and 20,000,000 shares are preferred stock, with a par value of $0.0001 per share (Preferred Stock), and c. effected the Reverse Stock Split, which became effective on August 27, 2015. On August 20, 2015, the Company filed the Certificate of Designation with the Nevada Secretary of State, designating 1,000,000 shares of the authorized 20,000,000 Preferred Stock as Series A Preferred Stock (Series A Preferred Stock). Each holder of Series A Preferred Stock shall be entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. The holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth in the Certificate of Designation) for taking any corporate action. Basis of presentation and principles of consolidation The Companys consolidated financial statements include the financial statements of its wholly-owned subsidiary, ONC. All significant intercompany accounts and transactions have been eliminated in consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the U.S. GAAP). Going concern These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had a net loss of $990,396 and $453,879 for the year ended December 31, 2015 and 2014, respectively. The net cash used in operations were $851,841 and $418,212 for the year ended December 31, 2015 and 2014, respectively. Additionally, the Company had an accumulated deficit of $1,129,219 at December 31, 2015, and no revenue for the year ended December 31, 2015. Effective September 2, 2015, the Company entered into the Exchange Agreement which changed the nature of its business and management. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Companys capital resources are not currently adequate to continue operating and maintaining its business strategy for the fiscal year ending December 31, 2015. The Company will seek to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the year ended December 31, 2015 and December 31, 2014 include the useful life of property and equipment, assumptions used in assessing impairment of long-term assets, estimates of current and deferred income taxes and deferred tax valuation allowances and the fair value of non-cash equity transactions. Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (ASC) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entitys own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, employee loans, prepaid expenses, loans payable, line of credit payable, payroll liabilities, and accounts payable and accrued liabilities, approximate their fair market value based on the short-term maturity of these instruments. The Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with ASC Topic 820. ASC 825-10 Financial Instruments , Cash and Cash Equivalent For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At December 31, 2015 and 2014, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. At December 31, 2015, cash in bank exceeded federally insured limits. There were no balances in excess of FDIC insured levels as of December 31, 2014. The Company has not experienced any losses in such accounts through December 31, 2015 and 2014. Property and equipment Property are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from three to ten years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the assets estimated fair value and its book value. Revenue recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. For all revenue sources discussed below, in accordance ASC 605-45 Principal Agent Considerations, the Company recognizes revenue net of amounts retained by third party entities. Federal and state income taxes The Company accounts for income tax using the liability method prescribed by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. Prior to the June 3, 2015, the Company operated ONC as a limited liability company and passed all income and loss to each member based on their proportionate interest in ONC. In accordance with the generally accepted method of presenting limited liability company financial statements, the consolidated financial statements do not include the personal assets and liabilities of the members, including their obligation for income taxes on their distributive shares of net income of the LLCs, or any provision for federal income taxes prior to June 3, 2015. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of Accounting Standards Codification (ASC) 740 Income Taxes Research and development Research and development costs incurred in the development of the Companys products are expensed as incurred. For the years ended December 31, 2015 and 2014, research and development costs were $85,323 and $151,255, respectively, and are included in operating expenses on the accompanying consolidated statements of operations. Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is recognized over the service period of the award. Basic and diluted earnings per share Pursuant to ASC 260-10-45, basic earnings per common share is computed by dividing income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted income (loss) per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Companys income (loss) subject to anti-dilution limitations. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method). These common stock equivalents may be dilutive in the future. All potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Companys net losses and consisted of the following: December 31, 2015 December 31, 2014 Total stock warrants 2,694 0 Recent accounting pronouncements In June 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In August 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, In February 2015, the FASB issued ASU 2015-02, Consolidation In April 2015, the FASB issued ASU 2015-03, InterestImputation of Interest (Subtopic 835-30) In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 3 - PROPERTY AND EQUIPMENT At December 31, 2015 and 2014, property and equipment consisted of the following: Useful Life 2015 2014 Leasehold improvements 10 Years $ 23,976 $ - Less: accumulated depreciation (13,274 ) - Property and equipment, net $ 10,702 $ 0 For the years ended December 31, 2015 and 2014, depreciation and amortization expense amounted to $274 and $0, respectively. |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Line of Credit | NOTE 4 LINE OF CREDIT In October 2014, ONC entered into a $100,000 revolving promissory note (the Revolving Note) with Regions Bank (the Lender). The unpaid principal balance of the Revolving Note is payable on demand and any unpaid principal and interest is payable due not later than October 27, 2017, is secured by deposits located at the Lender, and bears interest computed at a variable rate of interest which is equal to the Lenders prime rate plus 1.7% (5.20% and 4.95% at December 31, 2015 and 2014, respectively). ONC will pay to Lender a late charge of 5.0% of any monthly payment not received by Lender within 10 calendar days after its due date. The Company may, at any time or from time to time, prepay the Revolving Note in whole or in part without penalty. At December 31, 2015 and 2014, the Company had $49,708 and $34,981, respectively, in borrowings outstanding under the Revolving Note with $50,292 and $65,019, respectively, available for borrowing under such note. The weighted average interest rate during the years ended December 31, 2015 and 2014 was approximately 4.95% and 4.95%, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 RELATED PARTY TRANSACTIONS Due from/(to) related parties From time to time, the Company receives advances from and makes advances to The Sallie Astor Burdine Breast Foundation (the Foundation), a not-for-profit foundation created by our chief executive officer who is also a board member of the Foundation, for working capital purposes. The advances are non-interest bearing and are payable on demand. From time to time, the Company receives advances from and makes advances to the Companys chief executive officer and chief financial officer for working capital purposes. The advances are non-interest bearing and are payable on demand. For the year ended December 31, 2015 and 2014, due from/(to) related parties activity consisted of the following: Foundation CEO CFO Total Balance due from (to) related party at December 31, 2013 $ (30,000 ) $ - $ - $ (30,000 ) Working capital advances received (45,100 ) - - (45,100 ) Repayments made 29,000 - - 29,000 Balance due from (to) related party at December 31, 2014 (46,100 ) - - (46,100 ) Working capital advances received (48,350 ) (7,500 ) (4,600 ) (60,450 ) Repayments made 97,650 13,400 13,300 124,350 Balance due from (to) related party at December 31, 2015 $ 3,200 $ 5,900 $ 8,700 $ 17,800 All working capital advance made by the Company to these related parties were repaid in March 2016 and the Company does not intend to make such advances in the future. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 6 STOCKHOLDERS EQUITY Series A Preferred Stock On August 20, 2015, the Company filed the Certificate of Designation with the Nevada Secretary of State, designating 1,000,000 shares of the authorized 20,000,000 Preferred Stock as Series A Preferred Stock. Each holder of Series A Preferred Stock shall be entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. The holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. On September 2, 2015, in connection with the Exchange, the Company issued 1,000,000 shares of the Companys Series A Preferred Stock, representing 100% of the outstanding series A Preferred. Common stock issued in Share Exchange On June 22, 2015 and amended and effective on September 2, 2015, the Company entered into the Exchange Agreement with OncBioMune, Inc. (ONC) and the shareholders of ONC. Pursuant to the Exchange Agreement, the Company acquired 100% of ONCs issued and outstanding common stock from the ONC shareholders in exchange for the issuance of 47,000,000 shares of the Companys common stock, representing 91.3% of the outstanding common stock. Included in the 47,000,000 common shares the Company issued in the Exchange was 200,000 shares of its common stock issued in full satisfaction of convertible debt of $100,000 which has been reflected as part of the recapitalization of the Company. Immediately prior to the Exchange there were 4,493,390 common shares outstanding. Common stock issued for services On November 18, 2015, the Company issued 60,000 shares of common stock valued at $.30 per common share or $18,000 to a director for services to be rendered on the Companys board of directors. The shares were valued at the most recent cash price paid of $.30 per share. In connection with these shares, the Company recorded stock-based compensation of $18,000. Common stock issued for cash In December 2015, pursuant to subscription agreements, the Company issued 4,221,085 shares of its common stock to investors for cash proceeds of $1,266,523. Common stock purchase agreement On October 20, 2015, the Company entered into a purchase agreement (the Purchase Agreement), together with a registration rights agreement (the Registration Rights Agreement), with Lincoln Park Capital Fund, LLC (Lincoln Park). Upon signing the Purchase Agreement, Lincoln Park agreed to purchase 333,334 shares of the Companys common stock for $100,000 or $0.30 per share as an initial purchase under the Purchase Agreement. Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right to sell to, and Lincoln Park is obligated to purchase, up to an additional $10.0 million in amounts of shares, as described below, of the Companys common stock, subject to certain limitations, from time to time, over the 36-month period commencing on the date that a registration statement, which the Company agreed to file with the Securities and Exchange Commission (the SEC) pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus in connection therewith is filed. The Company may direct Lincoln Park, at its sole discretion and subject to certain conditions, to purchase up to 50,000 shares of Common Stock on any business day (such purchases, Regular Purchases), provided that at least one business day has passed since the most recent purchase, and provided, however that Lincoln Parks committed obligation under any single Regular Purchase shall not exceed Fifty Thousand Dollars ($50,000), provided that the amount the Company may sell to Lincoln Park under a single Regular Purchase may increase under certain circumstances as described in the Purchase Agreement but in no event will the amount of a single Regular Purchase exceed Five Hundred Thousand Dollars ($500,000). The purchase price of shares of Common Stock related to the future funding will be based on the prevailing market prices of such shares at the time of sales. In addition, the Company may direct Lincoln Park to purchase additional amounts as accelerated purchases if on the date of a Regular Purchase the closing sale price of the Common Stock is not below the threshold price as set forth in the Purchase Agreement. The Companys sales of shares of Common Stock to Lincoln Park under the Purchase Agreement are limited to no more than the number of shares that would result in the beneficial ownership by Lincoln Park and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of the Common Stock. In connection with the Purchase Agreement, the Company issued as a commitment fee to Lincoln Park 1,000,000 shares of Common Stock. Lincoln Park represented to the Company, among other things, that it was an accredited investor (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the Securities Act)), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) under the Securities Act. The securities sold may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty. Actual sales of shares of Common Stock to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. Lincoln Park has no right to require any sales by the Company, but is obligated to make purchases from the Company as it directs in accordance with the Purchase Agreement. Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our shares. The net proceeds under the Purchase Agreement to the Company will depend on the frequency and prices at which the Company sells shares of its stock to Lincoln Park. The Company expects that any proceeds received by the Company from such sales to Lincoln Park under the Purchase Agreement will be used for general corporate purposes and working capital requirements. In November 2015, pursuant to the Purchase Agreement, the Company issued 333,334 shares for net proceeds of $95,000 and issued 1,000,000 shares of common stock to Lincoln Park as a commitment fee. The 1,000,000 shares were value at $300,000 or $0.30 per common shares based on the sale price per share under the Purchase Agreement. In connection with the issuance of the commitment shares, the Company recorded offering costs of $300,000 by reducing net proceeds received under the Purchase Agreement by $95,000 and for the year ended December 31, 2015, the Company recorded offering costs of $205,000 which is reflected on the accompanying consolidated statement of operations |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7 INCOME TAXES The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. Prior to the June 3, 2015, the Company operated ONC as a limited liability company and passed all income and loss to each member based on their proportionate interest in ONC. In accordance with the generally accepted method of presenting limited liability company financial statements, the consolidated financial statements do not include the personal assets and liabilities of the members, including their obligation for income taxes on their distributive shares of net income of the LLCs, or any provision for federal income taxes prior to June 3, 2015. Accordingly, no provision for federal and state income taxes has been made in these consolidated financial statements for these periods. Had the Company been subject to income taxes during the period from January 2014 to June 3, 2015, the pro forma effect of income taxes on the Companys net income (loss) based of the Companys statutory income tax rate of 34% was not material. The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2015 and 2014 were as follows: Years Ended December 31, 2015 2014 Income tax benefit at U.S. statutory rate of 34% $ (337,000 ) $ - State income taxes bene (79,000 ) - Stock-based compensation 7,000 Income tax effect during LLC period 36,000 - Change in valuation allowance 373,000 - Total provision for income tax $ - $ - The Companys approximate net deferred tax assets as of December 31, 2015 and 2014 were as follows: December 31, 2015 December 31, 2014 Deferred Tax Assets: Net operating loss carryforward $ 373,000 $ - Total deferred tax assets 373,000 - Valuation allowance (373,000 ) - Net deferred tax assets $ - $ - The estimated net operating loss carryforward was approximately $888,100 at December 31, 2015. The Companys net operating loss carryforward acquired in the Combination were limitation on the usage of such net operating loss carryforwards due to a change in ownership in accordance with Section 382 of the Internal Revenue Code. The Company provided a valuation allowance equal to the net deferred income tax asset for the year ended December 31, 2015 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the valuation allowance was $373,000 from the year ended December 31, 2015. The potential tax benefit arising from tax loss carryforwards will expire in 2035. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Companys 2013, 2014 and 2015 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 COMMITMENTS AND CONTINCENGIES Lease Effective September 1, 2015, the Company leases its facilities under non-cancelable operating leases. The Company has the right to renew certain facility leases for an additional five years. Rent expense was $14,734 and $0 for the years ended December 31, 2015 and 2014, respectively. Future minimum lease payments under non-cancelable operating leases at December 31, 2015 are as follows: Years ending December 31, Amount 2016 $ 36,800 2017 36,800 2018 37,333 2019 38,400 2020 25,600 Total minimum non-cancelable operating lease payments $ 174,933 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 - SUBSEQUENT EVENTS Common stock issued On January 1, 2016, the Company issued 60,000 shares of common stock valued at $.30 per common share or $18,000 to a director for services to be rendered on the Companys board of directors. The shares were valued at the most recent cash price paid of $.30 per share. In connection with these shares, the Company recorded stock-based compensation of $18,000. In February 2016, pursuant to subscription agreements, the Company issued 36,000 shares of its common stock to investors for cash proceeds of $10,800. Employment agreements On February 2, 2016, the Company entered into an employment agreement with Jonathan F. Head, Ph.D. (Dr. Head) to serve as the Companys Chief Executive Officer, the term of which runs for three years (from February 2, 2016 through February 1, 2019) and renews automatically for one year periods unless a written notice of termination is provided not less than 120 days prior to the automatic renewal date. The Employment Agreement with Dr. Head provides that Dr. Heads salary for calendar year 2016 shall be $275,000 and for calendar year 2017 and for each calendar year thereafter during the term of the Employment Agreement with Dr. Head shall be an amount determined by the Board of Directors, which in no event shall be less than the annual salary that was payable by the Company to Dr. Head for the immediately preceding calendar year. On February 2, 2016, the Company entered into an employment agreement with Andrew Kucharchuk (Mr. Kucharchuk) to serve as the Companys President and Chief Financial Officer, the term of which runs for three years (from February 2, 2016 through February 1, 2019) and renews automatically for one year periods unless a written notice of termination is provided not less than 120 days prior to the automatic renewal date. The employment agreement with Mr. Kucharchuk provides that Mr. Kucharchuks salary for calendar year 2016 shall be $200,000 and for calendar year 2017 and for each calendar year thereafter during the term of the Employment Agreement with Mr. Kucharchuk shall be an amount determined by the Board of Directors, which in no event shall be less than the annual salary that was payable by the Company to Mr. Kucharchuk for the immediately preceding calendar year. The above executives shall be eligible for an annual target bonus payment in an amount equal to ten percent of his base salary (Bonus). The Bonus is determined based on the achievement of certain performance objectives of the Company as established by the Board of Directors. The Bonus may be greater or less than the target Bonus, based on the level of achievement of the applicable performance objectives. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the year ended December 31, 2015 and December 31, 2014 include the useful life of property and equipment, assumptions used in assessing impairment of long-term assets, estimates of current and deferred income taxes and deferred tax valuation allowances and the fair value of non-cash equity transactions. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (ASC) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entitys own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, employee loans, prepaid expenses, loans payable, line of credit payable, payroll liabilities, and accounts payable and accrued liabilities, approximate their fair market value based on the short-term maturity of these instruments. The Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with ASC Topic 820. ASC 825-10 Financial Instruments , |
Cash and Cash Equivalent | Cash and Cash Equivalent For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At December 31, 2015 and 2014, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. At December 31, 2015, cash in bank exceeded federally insured limits. There were no balances in excess of FDIC insured levels as of December 31, 2014. The Company has not experienced any losses in such accounts through December 31, 2015 and 2014. |
Property and Equipment | Property and equipment Property are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from three to ten years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Impairment of Long-lived Assets | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the assets estimated fair value and its book value. |
Revenue Recognition | Revenue recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. For all revenue sources discussed below, in accordance ASC 605-45 Principal Agent Considerations, the Company recognizes revenue net of amounts retained by third party entities. |
Federal and State Income Taxes | Federal and state income taxes The Company accounts for income tax using the liability method prescribed by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. Prior to the June 3, 2015, the Company operated ONC as a limited liability company and passed all income and loss to each member based on their proportionate interest in ONC. In accordance with the generally accepted method of presenting limited liability company financial statements, the consolidated financial statements do not include the personal assets and liabilities of the members, including their obligation for income taxes on their distributive shares of net income of the LLCs, or any provision for federal income taxes prior to June 3, 2015. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of Accounting Standards Codification (ASC) 740 Income Taxes |
Research and Development | Research and development Research and development costs incurred in the development of the Companys products are expensed as incurred. For the years ended December 31, 2015 and 2014, research and development costs were $85,323 and $151,255, respectively, and are included in operating expenses on the accompanying consolidated statements of operations. |
Stock-Based Compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is recognized over the service period of the award. |
Basic and Diluted Earnings Per Share | Basic and diluted earnings per share Pursuant to ASC 260-10-45, basic earnings per common share is computed by dividing income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted income (loss) per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Companys income (loss) subject to anti-dilution limitations. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method). These common stock equivalents may be dilutive in the future. All potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Companys net losses and consisted of the following: December 31, 2015 December 31, 2014 Total stock warrants 2,694 0 |
Recent Accounting Pronouncements | Recent accounting pronouncements In June 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In August 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, In February 2015, the FASB issued ASU 2015-02, Consolidation In April 2015, the FASB issued ASU 2015-03, InterestImputation of Interest (Subtopic 835-30) In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Anti-Dilutive Shares Outstanding | All potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Companys net losses and consisted of the following: December 31, 2015 December 31, 2014 Total stock warrants 2,694 0 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | At December 31, 2015 and 2014, property and equipment consisted of the following: Useful Life 2015 2014 Leasehold improvements 10 Years $ 23,976 $ - Less: accumulated depreciation (13,274 ) - Property and equipment, net $ 10,702 $ 0 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties Activity | For the year ended December 31, 2015 and 2014, due from/(to) related parties activity consisted of the following: Foundation CEO CFO Total Balance due from (to) related party at December 31, 2013 $ (30,000 ) $ - $ - $ (30,000 ) Working capital advances received (45,100 ) - - (45,100 ) Repayments made 29,000 - - 29,000 Balance due from (to) related party at December 31, 2014 (46,100 ) - - (46,100 ) Working capital advances received (48,350 ) (7,500 ) (4,600 ) (60,450 ) Repayments made 97,650 13,400 13,300 124,350 Balance due from (to) related party at December 31, 2015 $ 3,200 $ 5,900 $ 8,700 $ 17,800 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Taxes and Reconciliation | The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2015 and 2014 were as follows: Years Ended December 31, 2015 2014 Income tax benefit at U.S. statutory rate of 34% $ (337,000 ) $ - State income taxes bene (79,000 ) - Stock-based compensation 7,000 Income tax effect during LLC period 36,000 - Change in valuation allowance 373,000 - Total provision for income tax $ - $ - |
Schedule of Deferred Tax Assets | The Companys approximate net deferred tax assets as of December 31, 2015 and 2014 were as follows: December 31, 2015 December 31, 2014 Deferred Tax Assets: Net operating loss carryforward $ 373,000 $ - Total deferred tax assets 373,000 - Valuation allowance (373,000 ) - Net deferred tax assets $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments | Future minimum lease payments under non-cancelable operating leases at December 31, 2015 are as follows: Years ending December 31, Amount 2016 $ 36,800 2017 36,800 2018 37,333 2019 38,400 2020 25,600 Total minimum non-cancelable operating lease payments $ 174,933 |
Organization and Basis of Pre22
Organization and Basis of Presentation (Details Narrative) - USD ($) | Aug. 20, 2015 | Jun. 22, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 12, 2015 |
Capital stock, shares authorized | 520,000,000 | ||||
Common stock, shares authorized | 500,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Net loss | $ 990,396 | $ 453,879 | |||
Net cash used in operating activities | 851,841 | 418,212 | |||
Accumulated deficit | $ 1,129,219 | $ 138,823 | |||
Series A Preferred Stock [Member] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 20,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock shares designating | 1,000,000 | ||||
Stock holder voting rights | Each holder of Series A Preferred Stock shall be entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. The holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth in the Certificate of Designation) for taking any corporate action. | ||||
ONC Shareholders [Member] | Series A Preferred Stock [Member] | |||||
Number of stock exchange for shares | 1,000,000 | ||||
Percentage of outstanding preferred stock | 100.00% | ||||
Share Exchange Agreement [Member] | ONC Shareholders [Member] | |||||
Percentage of acquired of common stock shares issued and outstanding | 100.00% | ||||
Number of stock exchange for shares | 47,000,000 | ||||
Percentage of outstanding common stock | 91.30% | ||||
Reverse stock split | 1-for-139.2328 reverse stock split | ||||
Number of share reduction of issued and outstanding share of prior to exchange shares | 4,493,390 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Research and development costs | $ 85,323 | $ 151,255 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Schedule of Anti-Dilutive Shares Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Total stock warrants | 2,694 | 0 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 274 | $ 0 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Leasehold improvements, Useful Life | 10 years | |
Leasehold improvements | $ 23,976 | |
Less: accumulated depreciation | (13,274) | |
Property and equipment, net | $ 10,702 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | Oct. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Line of credit | $ 49,708 | $ 34,981 | |
Line of credit interest rate | 5.20% | 4.95% | |
Available to borrow under the line of credit | $ 50,292 | $ 65,019 | |
Weighted average interest rate | 4.95% | 4.95% | |
Prime Rate [Member] | |||
Line of credit interest rate | 1.70% | ||
Revolving Credit Facility [Member] | Regions Bank [Member] | |||
Line of credit | $ 100,000 | ||
Line of credit expiration date | Oct. 27, 2017 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Parties Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Beginning Balance due from (to) related party | $ (46,100) | $ (30,000) |
Working capital advances received | (60,450) | (45,100) |
Repayments made | 124,350 | 29,000 |
Ending Balance due from (to) related party | 17,800 | (46,100) |
Foundation [Member] | ||
Beginning Balance due from (to) related party | (46,100) | (30,000) |
Working capital advances received | (48,350) | (45,100) |
Repayments made | 97,650 | 29,000 |
Ending Balance due from (to) related party | $ 3,200 | $ (46,100) |
CEO [Member] | ||
Beginning Balance due from (to) related party | ||
Working capital advances received | $ (7,500) | |
Repayments made | 13,400 | |
Ending Balance due from (to) related party | $ 5,900 | |
CFO [Member] | ||
Beginning Balance due from (to) related party | ||
Working capital advances received | $ (4,600) | |
Repayments made | 13,300 | |
Ending Balance due from (to) related party | $ 8,700 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Oct. 20, 2015 | Sep. 02, 2015 | Aug. 20, 2015 | Dec. 31, 2015 | Nov. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 12, 2015 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Number of share exchange during period | 47,000,000 | |||||||
Common stock issued for cash | $ 1,361,523 | |||||||
Common stock issued for cash, shares | 4,493,390 | |||||||
Common stock issued for convertible debt | $ 100,000 | |||||||
Common stock issued for convertible debt, shares | 200,000 | |||||||
Common stock issued for services | $ 18,000 | |||||||
Common stock issued for services, shares | 60,000 | |||||||
Common stock value per share | $ .30 | $ .30 | ||||||
Stock-based compensation | $ 18,000 | |||||||
Offering costs | (205,000) | |||||||
Procceds from sale of stock | $ 95,000 | |||||||
Investor [Member] | ||||||||
Common stock issued for cash | $ 1,266,523 | |||||||
Common stock issued for cash, shares | 4,221,085 | |||||||
OncBioMune, Inc [Member] | ||||||||
Percentage of outstanding shares | 91.30% | |||||||
Percentage of ownership interest acquired | 100.00% | |||||||
Lincoln Park [Member] | ||||||||
Percentage of outstanding shares | 4.99% | |||||||
Common stock value per share | $ 0.30 | $ 0.30 | ||||||
Number of shares purchased under the agreement | 333,334 | 333,334 | ||||||
Value of shares purchased under agreement | $ 100,000 | $ 95,000 | ||||||
Sale of stock description | Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right to sell to, and Lincoln Park is obligated to purchase, up to an additional $10.0 million in amounts of shares, as described below, of the Companys common stock, subject to certain limitations, from time to time, over the 36-month period commencing on the date that a registration statement, which the Company agreed to file with the Securities and Exchange Commission (the SEC) pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus in connection therewith is filed. The Company may direct Lincoln Park, at its sole discretion and subject to certain conditions, to purchase up to 50,000 shares of Common Stock on any business day (such purchases, Regular Purchases), provided that at least one business day has passed since the most recent purchase, and provided, however that Lincoln Parks committed obligation under any single Regular Purchase shall not exceed Fifty Thousand Dollars ($50,000), provided that the amount the Company may sell to Lincoln Park under a single Regular Purchase may increase under certain circumstances as described in the Purchase Agreement but in no event will the amount of a single Regular Purchase exceed Five Hundred Thousand Dollars ($500,000). The purchase price of shares of Common Stock related to the future funding will be based on the prevailing market prices of such shares at the time of sales. In addition, the Company may direct Lincoln Park to purchase additional amounts as accelerated purchases if on the date of a Regular Purchase the closing sale price of the Common Stock is not below the threshold price as set forth in the Purchase Agreement. The Companys sales of shares of Common Stock to Lincoln Park under the Purchase Agreement are limited to no more than the number of shares that would result in the beneficial ownership by Lincoln Park and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of the Common Stock. | |||||||
Shares issued for commitment fee | 1,000,000 | 1,000,000 | ||||||
Value of shares issued for commitment fee | $ 300,000 | |||||||
Offering costs | $ (300,000) | |||||||
Series A Preferred Stock [Member] | ||||||||
Preferred stock, shares authorized | 20,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Preferred stock shares designating | 1,000,000 | |||||||
Stock holder voting rights | Each holder of Series A Preferred Stock shall be entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. The holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth in the Certificate of Designation) for taking any corporate action. | |||||||
Number of share exchange during period | 1,000,000 | |||||||
Percentage of outstanding shares | 100.00% | |||||||
Common stock issued for cash | ||||||||
Common stock issued for cash, shares | ||||||||
Common stock issued for services | ||||||||
Common stock issued for services, shares |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 888,100 |
Change in valuation allowance | $ 373,000 |
Loss carryforward expiration year | 2,035 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Taxes and Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at U.S. statutory rate of 34% | $ (337,000) | |
State income taxes bene | (79,000) | |
Stock-based compensation | 7,000 | |
Income tax effect during LLC period | 36,000 | |
Change in valuation allowance | $ 373,000 | |
Total provision for income tax | ||
Percentage of statutory rate | 34.00% |
Income Taxes - Schedule of Def
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 373,000 | |
Total deferred tax assets | 373,000 | |
Valuation allowance | $ (373,000) | |
Net deferred tax asset |
Commitments and Contingencies33
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 14,734 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 36,800 |
2,017 | 36,800 |
2,018 | 37,333 |
2,019 | 38,400 |
2,020 | 25,600 |
Total minimum non-cancelable operating lease payments | $ 174,933 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 02, 2016 | Jan. 02, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | Dec. 31, 2015 |
Common stock issued for services | $ 18,000 | ||||
Common stock issued for services, shares | 60,000 | ||||
Common stock value per share | $ .30 | $ .30 | |||
Common stock issued for cash, shares | 4,493,390 | ||||
Common stock issued for cash | $ 1,361,523 | ||||
Investor [Member] | |||||
Common stock issued for cash, shares | 4,221,085 | ||||
Common stock issued for cash | $ 1,266,523 | ||||
Subsequent Event [Member] | |||||
Common stock issued for services | $ 18,000 | ||||
Common stock issued for services, shares | 60,000 | ||||
Common stock value per share | $ 0.30 | ||||
Subsequent Event [Member] | Investor [Member] | |||||
Common stock issued for cash, shares | 36,000 | ||||
Common stock issued for cash | $ 10,800 | ||||
Subsequent Event [Member] | Dr. Head [Member] | 2016 [Member] | |||||
Annual salary | $ 275,000 | ||||
Subsequent Event [Member] | Mr. Kucharchuks [Member] | 2016 [Member] | |||||
Annual salary | $ 200,000 |