Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 12, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | OncBioMune Pharmaceuticals, Inc | |
Entity Central Index Key | 1,362,703 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 57,436,191 | |
Trading Symbol | OBMP | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash | $ 12,793 | $ 672,769 |
Due from related parties | 2,592 | 17,800 |
Prepaid expenses and other current assets | 76,669 | 18,968 |
Total Current Assets | 92,054 | 709,537 |
OTHER ASSETS: | ||
Property and equipment, net | 10,153 | 10,702 |
Security deposit | 6,400 | 6,400 |
TOTAL ASSETS | 108,607 | 726,639 |
CURRENT LIABILITIES: | ||
Line of credit | 57,741 | 49,708 |
Accounts payable | 133,939 | 102,273 |
Accrued liabilities | 68,480 | 19,277 |
Derivative liability | 180,506 | |
Convertible promissory note, Net | 4,167 | |
Total Current Liabilities | 444,833 | 171,258 |
STOCKHOLDERS' EQUITY: | ||
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 June 30, 2016 and 2015, respectively) | 100 | 100 |
Common stock: $.0001 par value, 500,000,000 shares authorized; 57,436,191 and 57,107,809 issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 5,744 | 5,711 |
Additional paid-in capital | 1,811,557 | 1,678,789 |
Accumulated deficit | (2,153,627) | (1,129,219) |
Total Stockholders' Equity | (336,226) | 555,381 |
Total Liabilities and Stockholders' Equity | $ 108,607 | $ 726,639 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
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 | 57,436,191 | 57,107,809 |
Common stock, shares outstanding | 57,436,191 | 57,107,809 |
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 (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
REVENUES | ||||
OPERATING EXPENSES: | ||||
Professional fees | 184,096 | 14,500 | 311,099 | 27,250 |
Compensation expense | 156,331 | 41,317 | 369,618 | 71,272 |
Research and development expense | 50,449 | 14,133 | 80,535 | 14,148 |
General and administrative expenses | 37,748 | 6,284 | 111,373 | 12,991 |
Total Operating Expenses | 428,624 | 76,234 | 872,625 | 125,661 |
LOSS FROM OPERATIONS | (428,624) | (76,234) | (872,625) | (125,661) |
OTHER INCOME (EXPENSE): | ||||
Interest expense | (6,938) | (447) | (7,277) | (873) |
Derivative expense | (144,506) | (144,506) | ||
Other | 400 | 6,000 | ||
Total Other Income (Expense) | (151,444) | (47) | (151,783) | 5,127 |
NET LOSS | $ (580,068) | $ (76,281) | $ (1,024,408) | $ (120,534) |
NET LOSS PER COMMON SHARE - Basic and Diluted: | $ (0.01) | $ 0 | $ (0.02) | $ 0 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic and diluted | 57,341,686 | 47,000,000 | 57,261,899 | 47,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,024,408) | $ (120,534) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 549 | |
Stock-based compensation | 35,000 | |
Amortization of debt discount | 4,167 | |
Derivative expense | 144,506 | |
Change in operating assets and liabilities: | ||
Due from related parties | 15,208 | (3,150) |
Prepaid expenses and other current assets | (6,701) | |
Accounts payable | 133,939 | 153 |
Accrued liabilities | (53,070) | (47,403) |
NET CASH USED IN OPERATING ACTIVITIES | (750,810) | (170,934) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party advances | 18,000 | |
Payments of related party advances | (11,000) | |
Proceeds from line of credit | 11,692 | 19,000 |
Payments to line of credit | (3,659) | (26,050) |
Proceeds from convertible debt | 36,000 | 100,000 |
Proceeds from sale of common stock | 46,801 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 90,834 | 99,950 |
NET DECREASE IN CASH | (659,976) | (70,984) |
CASH, beginning of year | 672,769 | 100,760 |
CASH, end of period | 12,793 | 29,776 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 339 | 873 |
Income taxes | ||
Non-cash financing activities: | ||
Increase in debt discount and derivative liability | 36,000 | |
Issuance of common stock for services | $ 68,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS 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 is 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 is not required (except to the extent they are entitled to vote with holders of Common Stock as set forth in the Certificate of Designation) for the taking of 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 Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited condensed 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) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements These unaudited condensed financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the years ended December 31, 2015 and 2014 of ONC which were included in the Companys annual report on Form 10-K as filed with the Securities and Exchange Commission on April 13, 2016. 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 unaudited condensed consolidated financial statements, the Company had a net loss of $1,024,408 and $120,534 for the six months ended June 30, 2016 and 2015, respectively. The net cash used in operations were $750,810 and $170,934 for six months ended June 30, 2016 and 2015, respectively. Additionally, the Company had an accumulated deficit of $2,153,627 and $1,129,219, at June 30, 2016 and December 31, 2015, and had no revenues for the six months ended June 30, 2016 and 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, 2016. 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 unaudited condensed 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 | 6 Months Ended |
Jun. 30, 2016 | |
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 U.S. GAAP 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 six months ended June 30, 2016 and 2015 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 , 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: June 30, 2016 June 30, 2015 Total stock warrants 2,694 2,694 Recent accounting pronouncements In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern, In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes On January 5, 2016, the FASB issued ASU No. 2016-01 to amend the accounting guidance on the classification and measurement of financial instruments. The standard requires that all investments in equity securities, including other ownership interests, are carried at fair value through net income. This requirement does not apply to investments that qualify for equity method accounting or to those that result in consolidation of the investee or for which the entity has elected the predictability exception to fair value measurement. Additionally, the standard requires that the portion of the total fair value change caused by a change in instrument-specific credit risk for financial liabilities for which the fair value option has been elected would be recognized in other comprehensive income. Any accumulated amount remaining in other comprehensive income is reclassified to earnings when the liability is extinguished. The Company does not anticipate the guidance to have a material impact on its consolidated financial statements or notes to its consolidated financial statements. On February 25, 2016, the FASB issued ASU No. 2016-02 (ASU 2016-02) to amend the accounting guidance for leases. The accounting applied by a lessor is largely unchanged under ASU 2016-02. However, the standard requires lessees to recognize lease assets and lease liabilities for leases classified as operating leases on the balance sheet. Lessees will recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it will recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and notes to its consolidated financial statements. On March 30, 2016, the FASB issued ASU No. 2016-09 (ASU 2016-09) to amend the accounting guidance for share-based payment accounting. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016 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. |
Line of Credit
Line of Credit | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Line of Credit | NOTE 3 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 5.20% at June 30, 2016 and December 31, 2015, 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 June 30, 2016 and December 31, 2015, the Company had $57,741 and $49,708, respectively, in borrowings outstanding under the Revolving Note with $42,259 and $50,292, respectively, available for borrowing under such note. The weighted average interest rate during the six months ended June 30, 2016 was approximately 5.20%. |
Convertible Promissory Note
Convertible Promissory Note | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Note | NOTE 4 CONVERTIBLE PROMISSORY NOTE On May 23, 2016, the Company entered into a $40,000 convertible promissory note (the Convertible Note) with Crown Bridge Partners, LLC (the Lender). The unpaid principal and interest is payable no later than May 22, 2017 and bears interest computed at a rate of interest which is equal to 8.0% per annum. Any amount of principal or interest on this Convertible Note, which is not paid by the maturity date, shall bear interest at the rate of 22% per annum from the due date until paid. The Company may prepay any amount outstanding under the Convertible Note by making a payment to the Lender of an amount in cash equal as follow: Time Frame after Convertible Note Date Prepayment Penalty Amount Initial 30 day period 115% multiplied the amount of prepayment 31st to 60th day 120% multiplied the amount of prepayment 61st to 90th day 125% multiplied the amount of prepayment 91st to 120th day 130% multiplied the amount of prepayment 120th to 150th day 135% multiplied the amount of prepayment 151st to l80th day 140% multiplied the amount of prepayment The prepayment is subject to the Lenders prior written acceptance in the Lenders sole discretion. The Company may not prepay any amount outstanding under the Convertible Note after the 180 th The Lender is entitled, at their option, at any time after the issuance of the Convertible Note, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Companys common stock. The Conversion Price is the Variable Conversion Price (VCP) as defined in the Convertible Note and subject, in each case, to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Companys securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events. VCP means 58% multiplied by the Market Price, which is calculated as the lowest trading price, as defined, for the Companys common stock during the twenty trading day period ending on the last complete trading day prior to the conversion date. If at any time while the Convertible Note is outstanding, the lowest trading prices for the Companys common stock is equal to or lower than $0.10, then an additional discount of five percent (5%) will be factored into the VCP until the Convertible Note is no longer outstanding (resulting in a discount rate of 47% assuming no other adjustments are triggered hereunder). In the event that shares of the Companys common stock are not deliverable via DWAC following the conversion of any amount thereunder, an additional five percent (5%) discount shall be factored into the VCP until the Convertible Note is no longer outstanding (resulting in a discount rate of 47% assuming no other adjustments are triggered hereunder). In connection with the issuance of the Convertible Note above, the Company determined that the terms of the Convertible Note include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Accordingly, under the provisions of FASB ASC Topic No. 815-40, Derivatives and Hedging Contracts in an Entitys Own Stock, the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives was determined using the Black- Scholes Option Pricing Model. On the initial measurement date, the fair values of the embedded conversion option derivative of $76,012 was recorded as a derivative liability and was allocated as a debt discount up to the net proceeds of the Convertible Note of $36,000 with the remainder of $40,012 charged to current period operations as initial derivative expense. At June 30, 2016, the Company valued the embedded conversion option derivative liabilities resulting in a loss from change in fair value of derivative liabilities of $104,494 for the three and six months ended June 30, 2016 which is recorded as a component of other income/(expense) in the accompanying statements of operations. During the six months ended June 30, 2016, the fair value of the derivative liabilities was estimated using the Black-Scholes option-pricing model with the following assumptions: Dividend rate 0 Term (in years) 0.92 to 1.0 years Volatility 366.97 % Risk-free interest rate 0.45% to 0.69 % For the three and six months ended June 30, 2016, amortization of debt discounts related to these convertible note amounted to $4,167 and $4,167, respectively, which has been included in interest expense on the accompanying statements of operations. At June 30, 2016 and December 31, 2015, the Convertible Note consisted of the following: June 30, 2016 December 31, 2015 Principal amount $ 40,000 $ - Less: unamortized debt discount (35,833 ) - Convertible note payable, net $ 4,167 $ - At June 30, 2016, the Company had $40,000, respectively, in borrowings outstanding under the Convertible Note. The weighted average interest rate during the six months ended June 30, 2016 was approximately 8.0%. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | NOTE 5 RELATED-PARTY TRANSACTIONS 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 six months ended June 30, 2016, due from/(to) related parties activity consisted of the following: Foundation CEO CFO Total Balance due from (to) related parties at December 31, 2015 $ 3,200 $ 5,900 $ 8,700 ) $ 17,800 Working capital advances made 3,687 - 3,250 6,937 Repayments received (6,050 ) (5,900 ) (10,195 ) (22,145 ) Balance due from (to) related parties at June 30, 2016 $ 837 $ - $ 1,755 $ 2,592 All balances due from related parties were repaid in August 2016 and the Company does not intend to make such advances in the future. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 6 STOCKHOLDERS DEFICIT 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 is 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 is not required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for the taking of 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 for services 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. On May 13, 2016, the Company entered into a six-month consulting agreement for business development services, Pursuant to the agreement, the Company shall pay the consultant a monthly fee of $4,000 beginning on May 15, 2016 and, thereafter, on the fifteenth day of each month. In addition, the Company issued the consultant and/or its affiliates 200,000 shares of the Companys common stock. The common shares were valued at the most recent quoted trading price of $0.34 per share or $68,000. In connection with these shares, the Company recorded stock-based consulting expense of $17,000 and prepaid expenses of $51,000 which will be amortized over the remaining service period. If the Company chooses to extend the agreement, the Company shall pay the consultant a monthly fee of $7,500 beginning on November 15, 2016 and, thereafter, on the first of each month and the Company shall issue to the consultant 100,000 Shares of the Companys common stock. Common stock issued for cash From January 1, 2016 to March 31, 2016, pursuant to subscription agreements, the Company issued 68,382 shares of its common stock to investors for cash proceeds of $46,801. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 7 COMMITMENTS 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 SUBSEQUENT EVENTS In July 2016, pursuant to a stock purchase agreement with Lincoln Park Capital Fund, LLC (Lincoln Park) dated October 20, 2015, whereby we have the right to sell to, and Lincoln Park is obligated to purchase, up to an $10 million in amounts of shares of the Companys common stock, subject to certain limitations, from time to time, over the 36-month period, the Company issued 200,000 shares of its common stock to Lincoln Park for net proceeds of $41,280. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP 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 six months ended June 30, 2016 and 2015 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 , |
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: June 30, 2016 June 30, 2015 Total stock warrants 2,694 2,694 |
Recent Accounting Pronouncements | Recent accounting pronouncements In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern, In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes On January 5, 2016, the FASB issued ASU No. 2016-01 to amend the accounting guidance on the classification and measurement of financial instruments. The standard requires that all investments in equity securities, including other ownership interests, are carried at fair value through net income. This requirement does not apply to investments that qualify for equity method accounting or to those that result in consolidation of the investee or for which the entity has elected the predictability exception to fair value measurement. Additionally, the standard requires that the portion of the total fair value change caused by a change in instrument-specific credit risk for financial liabilities for which the fair value option has been elected would be recognized in other comprehensive income. Any accumulated amount remaining in other comprehensive income is reclassified to earnings when the liability is extinguished. The Company does not anticipate the guidance to have a material impact on its consolidated financial statements or notes to its consolidated financial statements. On February 25, 2016, the FASB issued ASU No. 2016-02 (ASU 2016-02) to amend the accounting guidance for leases. The accounting applied by a lessor is largely unchanged under ASU 2016-02. However, the standard requires lessees to recognize lease assets and lease liabilities for leases classified as operating leases on the balance sheet. Lessees will recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it will recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and notes to its consolidated financial statements. On March 30, 2016, the FASB issued ASU No. 2016-09 (ASU 2016-09) to amend the accounting guidance for share-based payment accounting. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016 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 Accoun15
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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: June 30, 2016 June 30, 2015 Total stock warrants 2,694 2,694 |
Convertible Promissory Note (Ta
Convertible Promissory Note (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | During the six months ended June 30, 2016, the fair value of the derivative liabilities was estimated using the Black-Scholes option-pricing model with the following assumptions: Dividend rate 0 Term (in years) 0.92 to 1.0 years Volatility 366.97 % Risk-free interest rate 0.45% to 0.69 % |
Schedule of Convertible Note | At June 30, 2016 and December 31, 2015, the Convertible Note consisted of the following: June 30, 2016 December 31, 2015 Principal amount $ 40,000 $ - Less: unamortized debt discount (35,833 ) - Convertible note payable, net $ 4,167 $ - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties Activity | For the three months ended March 31, 2016, due from/(to) related parties activity consisted of the following: Foundation CEO CFO Total Balance due from (to) related parties at December 31, 2015 $ 3,200 $ 5,900 $ 8,700 $ 17,800 Working capital advances made 2,850 - - 2,850 Repayments received - (4,650 ) (8,950 ) (13.600 ) Balance due from (to) related parties at March 31, 2016 $ 6,050 $ 1,250 $ (250 ) $ 7,050 |
Organization and Nature of Op18
Organization and Nature of Operations (Details Narrative) - USD ($) | Aug. 20, 2015 | Jun. 22, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | 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 | $ 0.0001 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Net loss | $ 580,068 | $ 76,281 | $ 1,024,408 | $ 120,534 | ||||
Net cash used in operating activities | 750,810 | 170,934 | ||||||
Accumulated deficit | 2,153,627 | 2,153,627 | $ 1,129,219 | |||||
Revenues | ||||||||
Series A Preferred Stock [Member] | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
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 is 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 is not required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for the taking of 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 Accoun19
Summary of Significant Accounting Policies - Schedule of Anti-Dilutive Shares Outstanding (Details) - shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Accounting Policies [Abstract] | ||
Total stock warrants | 2,694 | 2,694 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | Oct. 31, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Line of credit | $ 57,741 | $ 49,708 | ||
Line of credit interest rate | 5.20% | 5.20% | 5.20% | |
Available to borrow under the line of credit | $ 42,259 | $ 50,292 | ||
Weighted average interest rate | 5.20% | |||
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 |
Convertible Promissory Note (De
Convertible Promissory Note (Details Narrative) - USD ($) | May 23, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Convertible promissory note | $ 40,000 | $ 40,000 | |||
Conversion price, percentage | 58.00% | ||||
Lowest trading price | $ 0.10 | ||||
Convertible debt conversion description | Then an additional discount of five percent (5%) will be factored into the VCP until the Convertible Note is no longer outstanding (resulting in a discount rate of 47% assuming no other adjustments are triggered hereunder). In the event that shares of the Companys common stock are not deliverable via DWAC following the conversion of any amount thereunder, an additional five percent (5%) discount shall be factored into the VCP until the Convertible Note is no longer outstanding (resulting in a discount rate of 47% assuming no other adjustments are triggered hereunder). | ||||
Embedded derivative liability | 76,012 | 76,012 | |||
Proceeds from convertible note | 36,000 | $ 100,000 | |||
Initial derivative expense | 0 | 40,012 | |||
Change in fair value of derivative liabilities | 104,494 | 104,494 | |||
Amortization of debt discounts | $ 4,167 | $ 4,167 | |||
Convertible Note [Member] | |||||
Weighted average interest rate | 8.00% | 8.00% | |||
Initial 30 Day Period [Member] | |||||
Debt instrument, redemption price, percentage | 115.00% | ||||
31st to 60th Day [Member] | |||||
Debt instrument, redemption price, percentage | 120.00% | ||||
61st to 90th Day [Member] | |||||
Debt instrument, redemption price, percentage | 125.00% | ||||
91st to 120th Day [Member] | |||||
Debt instrument, redemption price, percentage | 130.00% | ||||
120th to 150th Day [Member] | |||||
Debt instrument, redemption price, percentage | 135.00% | ||||
151st to l80th Day [Member] | |||||
Debt instrument, redemption price, percentage | 140.00% | ||||
Crown Bridge Partners, LLC [Member] | |||||
Convertible promissory note | $ 40,000 | ||||
Debt maturity date | May 22, 2017 | ||||
Debt interest rate | 8.00% | ||||
Bear interest | 22.00% |
Convertible Promissory Note - S
Convertible Promissory Note - Schedule of Derivative Liabilities at Fair Value (Details) | 6 Months Ended |
Jun. 30, 2016 | |
Dividend rate | 0.00% |
Volatility | 366.97% |
Minimum [Member] | |
Term (in years) | 11 months 1 day |
Risk-free interest rate | 0.45% |
Maximum [Member] | |
Term (in years) | 1 year |
Risk-free interest rate | 0.69% |
Convertible Promissory Note -23
Convertible Promissory Note - Schedule of Convertible Note (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Principal amount | $ 40,000 | |
Less: unamortized debt discount | (35,833) | |
Convertible note payable, net | $ 4,167 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Parties Activity (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Beginning Balance due from (to) related party | $ 17,800 | |
Working capital advances received | 6,937 | |
Repayments received | $ 11,000 | |
Ending Balance due from (to) related party | 2,592 | |
Foundation [Member] | ||
Beginning Balance due from (to) related party | 3,200 | |
Working capital advances received | 3,687 | |
Repayments received | (6,050) | |
Ending Balance due from (to) related party | 837 | |
CEO [Member] | ||
Beginning Balance due from (to) related party | 5,900 | |
Working capital advances received | ||
Repayments received | (5,900) | |
Ending Balance due from (to) related party | ||
CFO [Member] | ||
Beginning Balance due from (to) related party | 8,700 | |
Working capital advances received | 3,250 | |
Repayments received | (10,195) | |
Ending Balance due from (to) related party | $ 1,755 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | May 13, 2016 | Jan. 02, 2016 | Sep. 02, 2015 | Aug. 20, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Aug. 12, 2015 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||
Common stock issued for services | $ 68,000 | $ 18,000 | $ 68,000 | |||||||
Common stock issued for services, shares | 60,000 | |||||||||
Common stock value per share | $ 0.34 | $ 0.30 | ||||||||
Stock-based compensation | $ 17,000 | $ 18,000 | 35,000 | |||||||
Pay consultant a monthly fee | $ 4,000 | $ 184,096 | $ 14,500 | $ 311,099 | $ 27,250 | |||||
Number of issue shares during period consultant/affiliates | 200,000 | |||||||||
Prepaid expenses | $ 51,000 | |||||||||
Investors [Member] | ||||||||||
Common stock issued for cash, shares | 68,382 | |||||||||
Common stock issued for cash | $ 46,801 | |||||||||
November 15, 2016 [Member] | ||||||||||
Common stock issued for services | 100,000 | |||||||||
Pay consultant a monthly fee | $ 7,500 | |||||||||
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 is 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 is not required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for the taking of any corporate action. | |||||||||
Number of share exchange during period | 1,000,000 | |||||||||
Percentage of outstanding shares | 100.00% |
Commitments (Details Narrative)
Commitments (Details Narrative) | Feb. 02, 2016USD ($) |
Jonathan F. Head, Ph.D [Member] | |
Salary payable | $ 275,000 |
Andrew Kucharchuk Chief Financial Officer [Member] | |
Salary payable | $ 200,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 13, 2016 | Jul. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Number of common stock shares issued | 200,000 | |||
Proceeds from issuance of common stock | $ 46,801 | |||
Subsequent Event [Member] | Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||
Additional common stock purchased | $ 10,000,000 | |||
Number of common stock shares issued | 200,000 | |||
Proceeds from issuance of common stock | $ 41,280 |