Spotlight Innovation Inactive 10-K15 Apr 152014 FY Annual reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information (USD $)	12 Months Ended
Document and Entity Information (USD $)	Dec. 31, 2014	Apr. 08, 2015	Jun. 30, 2014
Document And Entity Information
Entity Registrant Name	Spotlight Innovation, Inc.
Entity Central Index Key	1388486
Document Type	10-K
Document Period End Date	31-Dec-14
Amendment Flag	FALSE
Current Fiscal Year End Date	-19
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		13,094,618
Entity Public Float			$3,140,750
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2014

CONSOLIDATED_BALANCE_SHEETS

CONSOLIDATED BALANCE SHEETS (USD $)	Dec. 31, 2014	Dec. 31, 2013
Current assets:
Cash	$9,068	$19,102
Restricted cash	122,250	126,750
Total current assets	131,318	145,852
Property, plant and equipment, net	8,475
In process research and development	6,977,347
Deposits		12,250
Total assets	7,117,140	158,102
Current Liabilities
Accounts payable	330,099	172,600
Accrued liabilities	457,440	229,512
Accounts payable - related parties	348,955
Stock payable	269,705	4,720,105
Warrants payable	692,317
Notes payable	356,131	356,131
Line of credit	750,714
Short term debt - related party	183,000
Convertible debentures, net of debt discounts of $85,590 and $32,000 respectively	670,322	218,598
Total liabilities	4,058,683	5,696,946
Commitments and contingencies
Stockholders' equity (deficit):
Series A convertible preferred stock, $0.001 par value, 3,000,000 shares authorized, 0 shares issued and outstanding
Series C preferred stock, $0.001 par value, 500,000 shares authorized, 0 shares issued and outstanding
Preferred stock, $0.001 par value, 1,500,000 shares authorized, 0 shares issued and outstanding
Common stock, $0.001 par value, 4,000,000,000 shares authorized, 13,094.618 and 7,745,458 shares issued and outstanding, respectively	13,095	7,745
Additional paid-in capital	11,277,032	1,431,902
Accumulated deficit	-10,601,946	-6,978,491
Non-controlling interest	2,370,276
Total stockholders' equity (deficit)	3,058,457	-5,538,844
Total liabilities and stockholders' equity (deficit)	$7,117,140	$158,102

CONSOLIDATED_BALANCE_SHEETS_Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Current Liabilities
Net of debt discounts	$85,590	$32,000
Stockholders' Equity (Deficit):
Preferred Stock Series A shares authorized	3,000,000	3,000,000
Preferred Stock Series A par value	$0.00	$0.00
Preferred Stock Series A shares issued	0	0
Preferred Stock Series A shares outstanding	0	0
Preferred Stock Series C shares authorized	500,000	500,000
Preferred Stock Series C par value	$0.00	$0.00
Preferred Stock Series C shares issued	0	0
Preferred Stock Series C shares outstanding	0	0
Preferred Stock shares authorized	1,500,000	1,500,000
Preferred Stock par value	$0.00	$0.00
Preferred Stock shares issued	0	0
Preferred Stock shares outstanding	0	0
Common Stock shares authorized	4,000,000,000	4,000,000,000
Common Stock par value	$0.00	$0.00
Common Stock shares issued	13,094,618	7,745,458
Common Stock shares outstanding	13,094,618	7,745,458

CONSOLIDATED_STATEMENTS_OF_OPE

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	Dec. 31, 2014	Dec. 31, 2013
Consolidated Statements Of Operations
Revenue
Operating expenses
General and administrative	1,486,636	5,166,547
Impairment of goodwill		856,388
Total operating expenses	1,486,636	6,022,935
Loss from operations	-1,486,636	-6,022,935
Other Income (expense)
Loss on debt extinguishment	-120,085
Gain on foreign currency transactions	42,051
Interest expense	-2,060,587	-787,263
Total other expense	-2,138,621	-787,263
Net loss	-3,625,257	-6,810,198
Net loss attributable to non-controlling interest	-1,802
Net loss attributable to Spotlight Innovations, Inc.	($3,623,455)	($6,810,198)
Net loss per common share - basic and diluted	($0.28)	($0.96)
Weighted average number of common shares outstanding - basic and diluted	13,006,741	7,100,947

CONSOLIDATED_STATEMENT_OF_CHAN

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (USD $)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Non-controlling Interest	Total
Beginning Balance, Amount at Dec. 31, 2012	$6,693	($6,693)	($168,293)		($168,293)
Beginning Balance, Shares at Dec. 31, 2012	6,692,724
Common shares and warrants issued for cash, Amount	530	275,542			276,072
Common shares and warrants issued for cash, Shares	530,176
Common shares issued for services, Amount	15	10,253			10,268
Common shares issued for services, Shares	15,100
Warrants issued for services		42,754			42,754
Warrants issued with note payable		25,136			25,136
Beneficial conversion feature on notes payable issued		39,864			39,864
Common shares and warrants issued for modification of notes payable , Amount	262	707,541			707,803
Common shares and warrants issued for modification of notes payable, Shares	262,000
Common shares issued for acquisition of American Exploration Corporation, Amount	245	337,505			337,750
Common shares issued for acquisition of American Exploration Corporation, Shares	245,458
Net loss			-6,810,198		-6,810,198
Ending Balance, Amount at Dec. 31, 2013	7,745	1,431,902	-6,978,491		-5,538,844
Ending Balance, Shares at Dec. 31, 2013	7,745,458
Common shares issued for services, Amount	75	142,867			142,942
Common shares issued for services, Shares	74,510
Beneficial conversion feature on notes payable issued		186,869			186,869
Common shares issued for cash net of costs, Amount	380	153,876			154,256
Common shares issued for cash net of costs, Shares	380,007
Common shares issued for debt conversion, Amount	1,106	117,007			118,113
Common shares issued for debt conversion, Shares	1,105,970
Common shares issued for loan guarantee, Amount	192	269,523			269,715
Common shares issued for loan guarantee, Shares	192,300
Common shares issued to extend maturity date of debt, Amount	100	79,900			80,000
Common shares issued to extend maturity date of debt, Shares	100,000
Issuance of preferred stock in subsidiary for acquisition		4,170,394		2,372,078	7,100,268
Common shares issued for stock payable, Amount	3,497	4,724,694			4,728,191
Common shares issued for stock payable, Shares	3,496,373
Net loss			-3,623,455	-1,802	-3,625,257
Ending Balance, Amount at Dec. 31, 2014	$13,095	$11,277,032	($10,601,946)	$2,370,276	$3,058,457
Ending Balance, Shares at Dec. 31, 2014	13,094,618

STATEMENTS_OF_CASH_FLOWS

STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended
STATEMENTS OF CASH FLOWS (USD $)	Dec. 31, 2014	Dec. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	($3,625,257)	($6,810,198)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization expense	525	1,398
Impairment of goodwill		856,388
Amortization of debt discount	703,035	53,833
Amortization of deferred financing costs	1,019,715
Interest expense from common shares and warrants issued for modification of convertible debt	80,000	707,803
Loss on debt extinguishment	120,085
Share-based compensation	406,953	4,773,127
Changes in operating assets and liabilities:
Accounts receivable - related party	1,349
Accounts payable	125,165	34,701
Accounts payable - related parties	348,955
Accrued liabilities	50,866	173,164
Net cash used in operating activities	-768,609	-209,784
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for acquisition of American Exploration Corporation		-79,043
Cash received in acquisition of Celtic Biotech LTD	1,655
Deposit for Celtic Iowa, Inc.	12,250	-12,250
Restricted cash	4,500
Purchases of property and equipment		-1,398
Net cash provided by (used in) investing activities	18,405	-92,691
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on convertible debentures	-100,000
Proceeds from convertible debenture, net	572,221	40,000
Proceeds from borrowings on related-party debt	2,500
Principal payments on related-party debt	-2,500
Proceeds from sale of common shares and warrants	310,000	276,072
Net cash provided by financing activities	782,221	316,072
Foreign currency translation adjustments	-42,051
Increase in cash during the year	32,017	13,597
Cash, beginning of the year	19,102	5,505
Cash, end of the year	9,068	19,102
Supplemental disclosure of cash flows information
Income taxes paid
Interest paid	46,590
NON-CASH INVESTING AND FINANCING TRANSACTIONS
Common shares issued for convertible debentures	118,113
Debt discount for fair value of warrants issued with convertible debenture	385,351	25,136
Common shares issued for loan guarantees	269,715
Beneficial conversion feature on convertible debentures	186,869	39,864
Original issue discount on convertible debentures	183,405
Debt assumed for deferred financing costs	750,000
Common shares issued for stock payable	4,728,191
Stock payable for convertible debt and accrued interest	$44,918

DESCRIPTION_OF_BUSINESS_AND_BA

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	12 Months Ended
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	Dec. 31, 2014
Notes to Financial Statements
Note 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	Spotlight Innovation, Inc. (the “Company”) was organized under the laws of the state of Iowa on March 23, 2012 (“inception”) under the name Spotlight Innovation, LLC. The Company was founded to identify, validate and finance healthcare-focused companies founded for the purpose of commercializing intellectual property throughout the world. The Company provides strategic partners the opportunity to participate in the financing of a preferred search for, acquisition of, and/or funding of companies holding licenses for the commercialization of intellectual property developed by academic institutions. The principals of the Company have been involved in all stages of the commercialization of healthcare intellectual property over the last ten years. On December 16, 2013, Spotlight Innovation LLC was merged into Spotlight Innovation Inc. (formerly known as American Exploration Corporation) through a reverse merger transaction. The consolidated financial statements reflect operating results of the combined entities.

	On June 4, 2014, the Company, through its wholly-owned subsidiary, Celtic Biotech Iowa, Inc. (“Celtic Iowa”), entered into a share exchange agreement with Celtic Biotech, Ltd., an Irish Limited Company (CBL), to provide for continued development and eventual marketing of the intellectual property of CBL. The primary intellectual property of CBL is an invention that relates to the compositions and methods combining snake venom toxin with chemotherapeutic agent(s) for cancer therapy.

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Use of Estimates

	The preparation of consolidated financial statements in conformity with accounting principles generally accepted 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include those regarding the valuation of the assets acquired and liabilities assumed in the acquisition of CBL and share-based compensation.

	Principles of Consolidation

	The consolidated financial statements include the Company’s accounts, including those of the Company’s wholly owned subsidiary Celtic Iowa. During the year ended December 31, 2014, Celtic Iowa acquired 95% of the outstanding shares of CBL. Accordingly, the Company has consolidated CBL and its wholly-owned subsidiary Celtic Biotech, Inc. All significant intercompany accounts and transactions have been eliminated.

	Non-Controlling Interest

	The Company is required to report its non-controlling interest as a separate component of shareholders’ equity. The Company is also required to present the consolidated net income and the portion of the consolidated net income allocable to the non-controlling interest and to the shareholders of the Company separately in its consolidated statements of operations. Losses applicable to the non-controlling interest are allocated to the non-controlling interest even when those losses are in excess of the non-controlling interest’s investment basis.

	Loss per Common Share

	Basic net income (loss) per common share is computed by dividing the net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common shareholders by the weighted-average number of common and common equivalent shares outstanding during the period. Common share equivalents included in the diluted computation represent shares issuable upon assumed exercise of stock options and warrants or the assumed conversion of convertible debt instruments, using the treasury stock and “if converted” method. For periods in which net losses are incurred, weighted average shares outstanding is the same for basic and diluted loss per share calculations, as the inclusion of common share equivalents would have an anti-dilutive effect.

	For the years ended December 31, 2014 and 2013, the dilutive effect of 5,200 and 0 options, 1,276,671 and 1,381,671 warrants, and 1,504,650 and 458,222 common shares, issuable for conversion of convertible debt respectively, were excluded from the diluted earnings per share calculation because their effect would have been anti-dilutive.

	Cash and Cash Equivalents

	The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation ("FDIC"). The Company had $9,068 and $19,102 cash equivalents at December 31, 2014 and 2013, respectively.

	The Company maintains cash in escrow accounts which are restricted from immediate and general use by the Company. The restricted cash amount of $122,250 at December 31, 2014 is restricted subject to the Company registering the shares of its common stock issued to an investor, for free trading.

	Concentrations of Credit Risk

	Financial instruments which potentially subject the Company to concentrations of credit risk include cash deposits placed with financial institutions. The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (FDIC). For the year ended December 31, 2014, the Company had $122,250 of restricted cash balances that were uninsured. The Company has not experienced any losses on such accounts.

	Foreign exchange and currency translation

	For the year ended December 31, 2014 and 2013, the Company maintained cash accounts in U.S. dollars as well as European Union euros, and incurred certain expenses denominated in U.S. dollars and European Union euros. The Company's functional and reporting currency is the U.S. dollar. Transactions denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect on the date of the transactions. Assets and liabilities are translated using exchange rates at the end of each period. Exchange gains or losses on transactions are included in earnings. Adjustments resulting from the translation process are reported in a separate component of other comprehensive income and are not included in the determination of the results of operations. For all periods presented, any exchange gains or losses or translation adjustments resulting from foreign currency transactions are included in the statements of operations as other income (expense).

	In-Process Research and Development

	In-process research and development (“IPR&D”) represents the estimated fair value assigned to research and development projects acquired in a purchased business combination that have not been completed at the date of acquisition and which have no alternative future use. IPR&D assets acquired in a business combination are capitalized as indefinite-lived intangible assets. These assets remain indefinite-lived until the completion or abandonment of the associated research and development efforts. During the periods prior to completion or abandonment, those acquired indefinite-lived assets are not amortized but are tested for impairment annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired. During periods after completion, those acquired indefinite-lived assets are amortized based on their useful life. During the year ended December 31, 2014, the Company acquired IPR&D assets in its acquisition of CBL. The fair value of the assets acquired was $6,977,347. These assets are still subject to research and development completion and accordingly, no amortization has been recorded.

	Equipment

	Equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred. Renewals and betterments which extend the life or improve existing equipment are capitalized. Upon disposition or retirement of equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss is reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which is 10 years.

	Impairment of Long-Lived Assets and Intangibles

	The Company performs impairment tests on its long-lived assets when circumstances indicate that their carrying amounts may not be recoverable. If required, recoverability is tested by comparing the estimated future undiscounted cash flows of the asset or asset group to its carrying value. If the carrying value is not recoverable, the asset or asset group is written down to fair value. For the years ended December 31, 2014 and 2013, the Company recorded $0 and $856,388 in impairment to the Company’s long-lived assets.

	Deferred Financing Costs

	We have incurred debt origination costs in connection with the issuance of short-term convertible debt. These costs are capitalized as deferred financing costs and amortized using the straight-line method over the term of the related convertible debt.

	Stock-Based Compensation

	The Company measures the cost of employee services received in exchange for stock and stock options based on the grant date fair value of the awards. The Company determines the fair value of stock option grants using the Black-Scholes option pricing model. The Company determines the fair value of shares of non-vested stock (also commonly referred to as restricted stock) based on the last quoted price of our stock on the date of the share grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates, if historical forfeiture rates are available. Previously recognized compensation costs may be adjusted to reflect the actual forfeiture rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital.

	Income Taxes

	The Company’s results of operations through December 16, 2013 were as a limited liability company. A limited liability company (“LLC”) is not a tax paying entity. Any income or operating loss arising from the activities of the partnership is reported, after appropriate adjustments, on the personal income tax returns of the members. Adjustments to the income or loss allocated to a particular member will be required when the tax basis and accounting basis of net contributions made by an individual member are not equal. Because the LLC is not a tax paying entity, its financial statements are different from those of tax paying entities. Specifically, on the statement of operations, there is no provision for federal income tax benefit that must be accrued relating to the LLC’s net taxable loss during the year. In addition, the balance sheet does not present any assets or liabilities for deferred income taxes that might arise from different methods used to measure net income for the statement of operations and taxable income for the members. The Company filed as a C Corporation for the last 15 days of the year ended December 31, 2013 and again for the year ending December 31, 2014.

	Following its filing as a C-corporation, the Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized.

	Fair Value of Financial Instruments

	The Company follows FASB ASC 820, Fair Value Measurement (“ASC 820”), which clarifies fair value as an exit price, establishes a hierarchal disclosure framework for measuring fair value, and requires extended disclosures about fair value measurements. The provisions of ASC 820 apply to all financial assets and liabilities measured at fair value.

	As defined in ASC 820, fair value, clarified as an exit price, represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a result, fair value is a market-based approach that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

As a basis for considering these assumptions, ASC 820 defines a three-tier value hierarchy that prioritizes the inputs used in the valuation methodologies in measuring fair value.

	Level 1 – Quoted prices in active markets for identical assets or liabilities.
	Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s IPR&D assets were valued on a discounted cash flow model using the income approach. The inputs to the model were within level 3 of the fair value hierarchy.

Subsequent Events

The Company evaluated subsequent events through the date when financial statements are issued for disclosure consideration.

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-10 “ Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. ASU 2014-10 eliminates all incremental financial reporting requirements for development stage entities by removing ASC Topic 915 “Development Stage Entities”, from the FASB Accounting Standards Codification. The ASU 2014-10 clarified that the guidance in Topic 275 “Risks and Uncertainties” is applicable to entities that have not yet commenced operations. Accordingly, upon adopting the ASU 2014-10 and eliminating development stage information, entities should re-evaluate their disclosures under Topic 275. The Company decided to adopt this pronouncement in the second quarter of 2014. As a result, cumulative information in the Company’s statements of operations, its statements of cash flows and the notes to its unaudited consolidated financial statements was removed.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard requires management to assess the company’s ability to continue as a going concern. Disclosures are required if there is substantial doubt as to the company’s continuation as a going concern within one year after the issue date of financial statements. The standard provides guidance for making the assessment, including consideration of management’s plans which may alleviate doubt regarding the company’s ability to continue as a going concern. ASU 2014-15 is effective for years beginning after December 15, 2016. We do not expect the adoption of this pronouncement to have a material impact on our consolidated financial statements.

GOING_CONCERN

GOING CONCERN	12 Months Ended
GOING CONCERN	Dec. 31, 2014
Notes to Financial Statements
Note 3 - GOING CONCERN	The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2014, the Company has accumulated net losses of $10,601,946 and has a working capital deficit of $3,927,365. These factors raise substantial doubt as to the Company’s ability to continue as a going concern.

	The ability of the Company to continue as a going concern is dependent upon the Company’s successful efforts to raise sufficient capital and then attain profitable operations. Management is investigating all options to raise enough funds to meet the Company’s working capital requirements through either the sale of the Company’s common stock or other financings. There can be no assurances, however, that management will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtained on terms satisfactory to the Company.

BUSINESS_COMBINATIONS

BUSINESS COMBINATIONS	12 Months Ended
BUSINESS COMBINATIONS	Dec. 30, 2014
Notes to Financial Statements
NOTE 4. BUSINESS COMBINATIONS	Merger with American Exploration Corporation

	On December 16, 2013, the Company completed the transaction contemplated by the February 12, 2013, merger agreement (the “Merger Agreement”) with American Exploration Corp, a wholly-owned subsidiary of the Company, a company based in the State of Nevada ("American Exploration").

	Pursuant to the Merger Agreement on December 16, 2013, American Exploration was merged with the Company, with the Company continuing as the surviving entity and American Exploration becoming a wholly-owned subsidiary of the Company (the ”Merger”). In connection with the Merger the Company issued 245,458 shares of its common stock and options to purchase 5,200 shares of the Company’s common stock.

	Additionally, in connection with the Merger, the Company approved a 1:500 reverse stock split. All share and per share amounts in the consolidated financial statements and footnotes have been retroactively restated for the impact of the reverse split. The Company, as a result of the reverse acquisition, has restated its equity as a recapitalilzation from a limited liability company into a corporation. All equity amounts prior to the merger have been retroactively restated for the impact of the reverse acquisition.

	The acquisition was accounted for as a “reverse acquisition,” and the Company was deemed to be the accounting acquirer in the acquisition. American Exploration’s assets and liabilities are recorded at their fair value. The Company’s assets and liabilities are carried forward at their historical costs. The financial statements of the Company are presented as the continuing accounting entity since it is the acquirer for the purpose of applying purchase accounting. The equity section of the balance sheet and earnings per share of Company are retroactively restated to reflect the effect of the exchange ratio established in the Merger Agreement. Goodwill is recorded for the excess of fair value of consideration transferred and fair value of net assets. As a result of the issuance of the shares of common stock pursuant to the Merger Agreement, a change in control of the Company occurred.

	The purchase price on the date of acquisition was:

	Value of stock and options issued in acquisition	$	337,750
	Cash advanced to American Exploration prior to merger		89,102
	Total purchase price		426,852

	Fair value of net liabilities acquired
	Current assets		133,310
	Current liabilities		(562,844	)
	Net liabilities assumed		(429,534	)

	Goodwill	$	856,388

	Management evaluated the amount of goodwill associated with the transaction following the allocation of fair value to the assets and liabilities acquired and determined that the goodwill should be fully impaired and has reflected the impairment on the statement of operations as of the date of the merger.

	Acquisition of CBL

	The Company, through its wholly-owned subsidiary Celtic Iowa, entered into a share exchange agreement with CBL. Celtic Iowa issued to CBL 474,419 shares of its Preferred B Stock, par value of $5.00 per share. In exchange, the Company received shares equal to 95% of the total outstanding shares of CBL.

	As there is no existing market for the preferred shares of Celtic Iowa, the Company used the fair value of the acquired net assets of CBL to determine the purchase price. The following table summarizes the allocation of the purchase price to the net assets acquired:

	Fair value at June 4, 2014
	Cash	$	1,656
	Accounts receivable – related party		1,349
	Property, plant and equipment		9,000
	IPR&D		6,977,347
	Total assets		6,989,352

	Accounts payable and accrued liabilities		(242,693	)
	Short-term debt – related party		(204,186	)
	Total liabilities		(446,879	)
	Final purchase price	$	6,542,473

	The Company recorded the 5% non-controlling interest in CBL at a fair value of $327,124. The preferred shares issued are convertible into common shares of Celtic Iowa on a one for one basis and are redeemable at the Company’s option in five years at the stated par value of $5 per share. The preferred shares have preferential rights to the net assets of Celtic Iowa in the case of liquidation up to the par value of the stock. While the Company maintains voting control through the common stock of Celtic Iowa and controls management decisions of Celtic Iowa, the Company’s rights to the net assets are subordinated to the preferred stock up to a net asset value of $2,372,095. As a result, the Company has recorded non-controlling interest in Celtic Iowa of $2,372,078, which is the value attributed to the Preferred B stock issued by Celtic Iowa. The Preferred Stock of Celtic Iowa is eliminated in consolidation.

	CBL has had immaterial activity during the years ended December 31, 2014 and 2013. Accordingly, the Company has not presented Pro Forma information for the acquisition as the impact to the Company’s operations was deemed immaterial.

DEPOSITS

DEPOSITS	12 Months Ended
DEPOSITS	Dec. 31, 2014
Notes to Financial Statements
Note 5 - DEPOSITS	During the year ended December 31, 2013, the Company made deposits of $12,250 on a letter of intent to acquire 90% of CBL. During the year ended December 31, 2014, the Company made additional expenditures on the acquisition of $26,255 which were recorded as legal expenses. The Company recorded $12,250 as an investment in Celtic Iowa, which has been eliminated in the consolidated financial statements, and the remaining balance was recorded as expense as of the date of the share exchange agreement on June 4, 2014 to legal expenses.

NOTES_PAYABLE

NOTES PAYABLE

12 Months Ended

Dec. 31, 2014

Notes to Financial Statements

Note 6 - NOTES PAYABLE

On December 10, 2013, the Company assumed the liabilities of American Exploration which included the following notes payable to unrelated third parties:

Date

Stated

Original

Interest

Principal

Due

Promissory Note

Note

Rate

Amount

Date

Default

5/29/09

30,000

On Demand

6/5/09

7,698

On Demand

8/16/09

50,000

On Demand

9/27/10

60,000

On Demand

6/2/10

50,000

On Demand

2/4/11

30,000

On Demand

5/4/11

35,000

On Demand

8/11/11

20,000

On Demand

12/5/11

20,000

On Demand

#10

4/28/12

30,000

On Demand

The Company also assumed a liability for previous advances made by American Exploration’s former CEO in the amount of $23,433. These advances are due on demand and do not bear interest.

The Company also assumed $97,436 in accrued interest related to these notes. The Company recorded $28,720 and $1,653 in interest expense for the years ended December 31, 2014 and 2013, respectively, on the above notes payable.

As of December 31, 2014, and through the date of these financial statements, the Company has not received any demand notice from the lenders noted above for payment of principal or interest on these notes payable.

CONVERTIBLE_DEBENTURES

CONVERTIBLE DEBENTURES

12 Months Ended

Dec. 31, 2014

Notes to Financial Statements

Note 7 - CONVERTIBLE DEBENTURES

Convertible

Date of

Due

Stated Interest

Original Principal

Net carrying value at December 31,

Promissory

Note

Date

Rate

Amount

Default

2014

2013

10/13/09

1/13/10

110,598

9/15/12

3/15/13

10%

100,000

9/27/13

12/27/14

10%

40,000

8,000

04/04/14 – 12/01/14

10/04/14 – 06/01/15

21%

752,325

670,321

Convertible Debenture Assumed in Merger

On December 16, 2013, the Company assumed the liabilities of American Exploration which included a convertible debenture (the “Debenture”) in the amount of CDN $115,098 (USD $117,749) plus accrued interest. The Debenture is due on demand and accrued interest at 5% per annum.

The Debenture included a conversion feature that allowed the holder to convert the Debenture into common stock of the Company at the greater of (i) 50% of the market price on the date of conversion or (ii) $0.001.

On January 30, 2014, the holders of the Debenture converted the full balance into shares of the Company’s common stock. As a result the Company issued 1,105,970 shares of common stock in full settlement of the principal balance of $110,598 and $7,515 of accrued interest. The shares were issued at 50% of the market price on the conversion date. No gain or loss was recorded on the conversion.

The Company recorded $365 in interest expense during the year ended December 31, 2014 related to this Debenture.

Danley Note

On September 15, 2012, the Company entered into a loan agreement (the “Loan”) with The Danley Group (“Lender”) to borrow $50,000 at an annual compounding rate of 2.7%, due March 15, 2013. In addition, the Company agreed to pay a $50,000 premium at maturity. The Company recorded the additional premium as a debt discount and increased the face amount of the note to $100,000. The debt discount was amortized over the life of the Loan. For the years ended December 31, 2014 and 2013, the Company recognized $0 and $20,833 of the debt discount as interest expense, respectively.

The Loan was contingently convertible upon the closing of the merger with American Exploration. The conversion feature was 50% of the market price on the date of maturity.

On May 8, 2013, the Loan’s maturity date was extended to September 15, 2013, by signing a guarantee of obligations to repay a total amount of $100,000 plus accrued interest.

On October 4, 2013, the Company issued 262,000 shares of common stock and 800,000 warrants to purchase one share of common stock for each warrant for a further extension of the Loan’s maturity date to December 31, 2013. The warrants have an exercise price of 60% of the 20 day average market price prior to the date of exercise. However, the exercise price cannot be less than $0.20 per share. The fair value of the shares on the date of grant was $178,160 and the fair value of the warrants on the date of grant was $529,643. The Company recorded the $707,803 in fair value of the shares and warrants as interest expense.

The Loan matured on December 31, 2013. As of December 31, 2013, the Company recorded $25,000 as a debt discount related to the fair value of the contingent conversion feature as a result of the merger with American Exploration and maturity of the Loan. The Company expensed the debt discount of $25,000 immediately as the Loan was convertible on that date. The Company repaid the note in the amount of $100,000, with accrued interest of $16,362, on April 8, 2014. The Company incurred additional extension fees of 100,000 shares of common stock which was issued by the Company on June 11, 2014 and $30,228 in cash. The Company recorded $80,000 in interest expense for the value of the shares, which was based on the market price of $0.80 per share on the date of grant and $30,228 in interest expense for the cash paid.

Kopriva Note

On September 27, 2013, the Company entered into a convertible note (the “Note”) in the amount of $40,000 from an investor. The term of this Note is fifteen months from commencement. During the term of this Note, interest shall accrue on the unpaid principal balance at a fixed rate equal to 10% per annum, compounded annually. Should the Company default on the Note, the outstanding balance of this Note shall bear interest at the default rate of 20% per annum, compounded annually. In addition to the interest accrued the holder received warrants to purchase up to 100,000 shares of common stock. The conversion feature of the Note and the exercise price of the warrants is the greater of (i) a discount of 40% to the 20 day average closing market price prior to the day that the warrant is executed or (ii) $0.20 per share. The warrants will have a term of thirty-six (36) months from the date of repayment or conversion of the Note. The relative fair value of the warrants issued on the date of grant was $25,136 and was recorded as a debt discount on the Note.

In connection with the Note, the convertible debenture was also analyzed for a beneficial conversion feature at which time it was concluded that a beneficial conversion feature existed. The Company recorded a debt discount of $14,864 for the fair value of the beneficial conversion feature. The Company is amortizing the combined debt discounts from the warrants and beneficial conversion feature over the term of the Note. The Company recorded interest expense of $32,000 and $8,000 related to the amortization of the debt discounts for the years ended December 31, 2014 and 2013, respectively. The Company also recorded $3,866 and $8 in interest expense for the years ended December 31, 2014 and 2013, respectively.

On December 19, 2014, the Company entered an agreement to extinguish the Note and its accrued interest in exchange for 100,002 shares of common stock. This agreement modified the terms of the conversion which resulted in the holder receiving more shares. As a result of the modification of the conversion feature, the Company determined that the change in the fair value of the conversion feature was greater than 10% and accordingly, recorded $120,085 as a loss on debt extinguishment which was the difference in fair value of the new conversion feature and the carrying value of the Note and accrued interest on the date of modification. The Company recorded the issuance of the common stock on conversion at its fair value of $165,003 based on the market price on the date of grant. As of December 31, 2014, these shares have not been issued and the fair value of the common stock is recorded as a stock payable.

Convertible Debt associated with Letters of Credit

On April 4, 2014, the Company entered into a line of credit (the “Line of Credit”) with Denver Savings Bank in the principal amount of $752,325. The Line of Credit provides that the Company can indirectly borrow up to the aforementioned principal amount from the Bank until April 1, 2017. Interest accrues at the rate of 4.25% per year. The loan is repayable on demand, but if no demand is made, then quarterly payments of accrued interest calculated on the amount of credit outstanding. As security for the Line of Credit a third party (the “Cosigner”) cosigned the Line of Credit, and pledged certain collateral. In exchange for this pledge the Company issued the Cosigner 150,000 shares of common stock of the Company, and agreed to issue 30,000 shares of its common stock upon each one year anniversary of the Line of Credit, provided that the Line of Credit remains in effect. The shares of common stock had a fair value of $183,000 based on the market price on the date of grant and have been recorded as interest expense.

On April 4, 2014, the Cosigner and three third parties entered into a Security and Loan Agreement (the “SLA”). The SLA ensures that the Cosigner will be fully remunerated should the Company default on the Line of Credit. The SLA provides a guaranty to the Cosigner from the three third parties, which have pledged to repay any outstanding amounts on the Line of Credit should the Company default on the Line of Credit.

The Company may request draw downs on the Line of Credit at any time. Once a request is made, the Cosigner withdraws the funds and issues them to the third parties. The third parties will then loan the Company the funds from the Line of Credit through convertible promissory notes (the “Convertible Notes”). As the Company is both obligated to the Bank, as primary obligor, and to the third parties through the Convertible Notes, the Company has recorded liabilities on both obligations. The amounts attributable to the Line of Credit directly are recorded as non-cash interest expense. As of December 31, 2014, the Company had borrowed $752,325 through the Line of Credit and a corresponding amount was recorded as interest expense.

The Company entered into the Convertible Notes with the third parties in the amount of $752,325. The Convertible Notes accrue interest at 20.5% per annum and mature in six months from the dates of issuance. The proceeds from the Convertible Notes are reduced for original issuance discount fees. The Company received $572,220 in net proceeds from the Convertible Notes. These fees were recorded as a debt discount on the Convertible Notes. The Convertible Notes also contain a conversion feature which allows the Company to convert the Convertible Notes into shares of the Company’s common stock. The conversion price is the lower of 50% of the prior 20 days average market price on the date of conversion, or $0.50 per share. However, in no event will the conversion price be lower than $0.25 per shares. The Company analyzed the Convertible Notes for a beneficial conversion feature. As a result of the in-the-money conversion price, the Company determined that a beneficial conversion feature did exist and recorded a debt discount of $186,869.

The Convertible Notes also contained attached warrants that allow the holders to purchase one share of common stock of the Company for each warrant exercised. The Company was obligated to issue 752,325warrants with an exercise price of i) lower of 50% of the prior 20 days average market price on the date of conversion, or ii) $0.50 per share. However, in no event will the exercise price be lower than $0.25 per share. The warrants have a term of three years. The Company calculated the relative fair value of the warrants using the Black-Scholes model at $385,351, which was recorded as a debt discount to the Convertible Notes. As of December 31, 2014, the Company has not issued the warrants and has recorded the relative fair value as a warrant payable.

The Company is amortizing the combined debt discounts from the original issue discounts, warrants and beneficial conversion feature over the term of the Convertible Notes. The Company recorded interest expense of $703,035 related to the amortization of the debt discounts for the year ended December 31, 2014. The Company also recorded $226,490 in interest expense for the year ended December 31, 2014.

Security and Loan Agreement

On July 29, 2014 the Company entered into an agreement with a third party individual (the “Individual”) to guarantee an additional line of credit (the “Additional Line of Credit”) in the amount of $250,000 with Denver Savings Bank. In exchange for the guarantee, the Company issued 42,300 shares of its common stock to the Individual. The shares of common stock had a fair value of $33,840 based on the market price on the date of grant and have been recorded as deferred financing costs. The Company has not made any borrowings on this Additional Line of Credit.

The Individual and three third parties entered into a Security and Loan Agreement (the “SLA”). The SLA ensures that the Individual will be fully remunerated should the Company default on the Line of Credit. The SLA provides a guaranty to the Individual from the three third parties, which have pledged to repay any outstanding amounts on the Line of Credit should the Company default on the Line of Credit.

As of December 31, 2014, no funds have been drawn on the Additional Line of Credit. The Company may request draw downs on the Line of Credit at any time. Once a request is made, the Individual withdraws the funds and issues them to the third parties. The third parties will then loan the Company funds, net guarantee fees from the Line of Credit through convertible promissory notes (the “Convertible Notes”). The third party guarantors require the Company to repay all funds drawn under the Additional Line of Credit to the bank in addition tot the obligation to pay the guarantors for the principal amount of the convertible notes, as a guarantee fee. As the Company is both obligated to the Bank, as a cosignor to the Additional Line of Credit and to the third parties through the Convertible Notes, the Company will record liabilities on both obligations.

The Company will enter into the Convertible Notes with the third parties in the amount borrowed. The Convertible Notes accrue interest at 20.5% per annum and mature in six months from the dates of issuance. The Convertible Notes contain a conversion feature which allows the Company to convert the Convertible Notes into shares of the Company’s common stock. The conversion price is the lower of 50% of the prior 20 days average market price on the date of conversion, or $0.50 per share. However, in no event will the conversion price be lower than $0.25 per shares.

The Convertible Notes also contained attached warrants that allow the holders to purchase one share of common stock of the Company for each warrant exercised. The warrants have an exercise price of i) lower of 50% of the prior 20 days average market price on the date of conversion, or ii) $0.50 per share. However, in no event will the exercise price be lower than $0.25 per share. The warrants have a term of three years.

INCOME_TAXES

INCOME TAXES	12 Months Ended
INCOME TAXES	Dec. 31, 2014
Notes to Financial Statements
Note 8 - INCOME TAXES	Deferred income taxes are provided on a liability method whereby deferred tax assets and liabilities are established for the difference between the financial reporting and income tax basis of assets and liabilities as well as operating loss and tax credit carry forwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

	Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income.

	At December 31, 2014 and 2013, the Company’s deferred tax assets consisted primarily of net operating loss carry forwards acquired from American Exploration in the Merger. For the years ended December 31, 2014 and 2013, the material reconciling items between the tax benefit computed at the statutory rate and the actual benefit recognized in the financial statements consisted of expenses related to share-based compensation and the change in the valuation allowance during the applicable period. At December 31, 2014 and 2013, the Company has recorded a 100% valuation allowance as management believes it is likely that any deferred tax assets will not be realized.

	As of December 31, 2014 and 2013, the Company has a net operating loss carry forward of approximately $9.2 million and $6.0, respectively, which will expire between years 2028 and 2034. Due to the change in ownership provisions of the Tax Reform Act of 1986, our net operating loss carry forwards are expected to be subject to significant annual limitations for the change in ownership that resulted in the Merger.

EQUITY

EQUITY	12 Months Ended
EQUITY	Dec. 31, 2014
Notes to Financial Statements
Note 9 - EQUITY	The Company has authorized the issuance of 3,000,000 shares of Series A convertible preferred stock, 500,000 shares of Series C preferred stock, 1,500,000 shares of preferred stock and 4,000,000,000 shares of common stock.

	COMMON STOCK

	2014 Issuances

	Stock Subscriptions

	During the year ended December 31, 2014, the Company issued several subscription units that consisted of common stock and warrants. The Company received subscriptions to acquire 413,341 shares of common stock and 155,000 warrants to purchase one share of common stock for each warrant, for net cash proceeds of $310,000. The warrants have an exercise price of $1.25 per share and expire 3 years of the date of issuance. As of December 31, 2014, the Company had not issued 155,000 warrants and 33,334 shares of common stock attributable to a subscription in the amount of $25,000. Accordingly, the Company has recorded the relative fair value of the warrants and common stock as payables in the amounts of $142,042 and $13,702, respectively.

	Other Stock Issuances

	During the year ended December 31, 2014, the Company issued 1,105,970 shares of common stock in full extinguishment of a debenture with a principal balance of $110,598 and $7,515 of accrued interest. The shares were issued at 50% of the market price on the conversion date. No gain or loss was recorded on the conversion.

	The Company issued 150,000 shares to an individual in return for his guarantee of the Letter of Credit at Denver Savings Bank. The shares were valued at the market price of $183,000 at the time of grant. (See Note 7.)

	On July 29, 2014, the Company entered into an agreement with a third party individual (the “Individual”) to guarantee an additional Line of Credit in the amount of $250,975 with Denver Savings Bank. In exchange for the guarantee, the Company issued 42,300 shares of its common stock to the individual. The shares of common stock had a fair value of $86,715 based on the market price on the date of grant and have been recorded as deferred financing costs. The Company has not made any borrowings on this Line of Credit.

	The Company issued 100,000 shares to an individual as a fee for extending the due date of his debenture. The debenture was paid on April 8, 2014 and the shares were issued on June 11, 2014. The share value was stated at the market price of $80,000 at the time of grant.

	On July 30, 2014, the Company entered into an agreement with BFS Financial, Inc. (“BFS”) and issued 50,000 shares of the Company’s common stock. The agreement calls for BFS to assist the Company in raising capital. BFS is entitled to a 12% fee for all proceeds received by the Company from investors introduced to the Company by BFS for up to one year. The Company is also obligated to issue BFS an additional 50,000 shares of common stock upon receiving the first $100,000 in proceeds. The Company valued the shares issued at $102,500 based on the market price on the date of grant. In October 2014, the Company terminated the agreement with BFS. Accordingly, the additional 50,000 shares of common stock will not be issued.

	On October 30, 2014, the Company issued 18,450 shares of the Company’s common stock to a third-party in settlement of the stock payable owed to the third-party for services performed. The shares had a fair value of $30,443 based on the market price on the date of grant.

	On October 24, 2014, the Company issued 4,242 shares of the Company’s common stock to a third-party in settlement of the stock payable owed to the third-party for services performed. The shares had a fair value of $6,999 based on the market price on the date of grant.

	On October 27, 2014, the Company issued 1,818 shares of the Company’s common stock to a third-party in settlement of the stock payable owed to the third-party for services performed. The shares had a fair value of $3,000 based on the market price on the date of grant.

	On December 19, 2014, the Company agreed to issue 100,002 shares of common stock to a note holder in full settlement of a note. These shares have not been issued as of December 31, 2014 and are recorded as stock payable. (See Note 8, Kopriva Note)

	On December 19, 2014, the Company agreed to issue 55,000 shares of common stock to a third party for investor relations. The shares had a fair value of $91,000 based on the market price on the date of grant. These shares have not been issued as of December 31, 2014 and are recorded as stock payable.

	On July 31, 2014, the Company issued 3,496,373 shares of the Company’s common stock to the Company’s CEO and a third party consultant in settlement of the stock payable of $4,720,105 and recorded additional share-based compensation of $8,086.

	2013 Issuances

	Stock Subscriptions

	During the year ended December 31, 2013, the Company issued several subscription units that consisted of common stock and warrants. The Company received subscriptions to acquire 530,176 shares of common stock and 418,389 warrants to purchase one share of common stock each for net cash proceeds $276,072. The warrants have an exercise price of $1.29 per share, and expires 48 months following an effective registration statement on the underlying shares or 24 months following the closing of any registered debt or equity offering contemplated by the Company subsequent to the merger with American Exploration. The issuances were as follows:

	Date		Number of Shares			Number of Warrants			Proceeds
	17-Jan-13			161,000			31,641		$	26,450
	25-Mar-13			36,976			38,697			25,000
	7-Apr-13			60,400			63,282			40,838
	28-Apr-13			90,600			94,923			61,255
	15-Aug-13			30,200			31,641			20,418
	27-Sep-13			60,400			63,282			40,857
	6-Nov-13			30,200			31,641			20,418
	12-Nov-13			30,200			31,641			20,418
	20-Nov-13			30,200			31,641			20,418
	Total			530,176			418,389		$	276,072

	Other Stock Issuances

	On August 7, 2013, the Company issued 15,100 shares of common stock for services related to consulting. The fair value of the shares was $10,268 based on the most recent sale of the Company’s common stock to a third party.

	On October 4, 2013, the Company issued 262,000 shares of common stock and 800,000 warrants to purchase one share of common stock per warrant for a further extension of the Loan’s maturity date to December 31, 2013. The warrants have an exercise price of 60% of the 20 day average market price prior to the date of exercise. However, the exercise price cannot be less than $0.20 per share. The relative fair value of the common shares on the date of grant was $178,160 and the relative fair value of the warrants on the date of grant was $529,643.

	On December 16, 2013, the Company issued 245,458 shares of common stock in connection with the Merger with American Exploration. The shares had a fair value of $330,816 based on the market price on the date of grant.

	OPTIONS

	Upon the acquisition of American Exploration, the Company adopted the 2009 Stock Option Plan (the “2009 Plan”). The 2009 Plan allows the Company to issue options to officers, directors and employees, as well as consultants, to purchase up to 7,000,000 shares of common stock.

The Company, as part of the Merger, issued and exchanged 5,200 stock options to individuals who previously held stock options in American Exploration. These stock options were valued at $6,934 using the Black-Scholes model which was included in the purchase price of American Exploration.

A summary of the stock option activity for the years ended December 31, 2014 and 2013 is presented below:

		Options			Weighted-Average Exercise Price			Aggregate Intrinsic Value
Outstanding at December 31, 2012			-			-			-
Granted			5,200		$	359.04		$	-
Exercised			-			-			-
Expired			-			-			-
Outstanding December 31, 2013			5,200			359.04			-
Granted			-			-			-
Exercised			-			-			-
Expired			-			-			-
Outstanding December 31, 2014			5,200		$	359.04		$	-
Exercisable December 31, 2014			5,200		$	359.04		$	-

The weighted average remaining contractual term of the outstanding options and exercisable options at December 31, 2014 and 2013 is 5.21 and 6.21 years, respectively.

WARRANTS

During the year ended December 31, 2013, the Company issued several subscription units that consisted of common stock and warrants. The Company received subscriptions to acquire 530,176 shares of common stock and 418,389 warrants to purchase one share of common stock each for net cash proceeds $276,072. The warrants have an exercise price of $1.29 per share, and expires 48 months following an effective registration statement on the underlying shares or 24 months following the closing of any registered debt or equity offering contemplated by the Company subsequent to the merger with American Exploration. The relative fair value of the warrants was $135,727.

On September 27, 2013, the Company issued 100,000 warrants to purchase one share of common stock per warrant, in connection with the Note. The exercise price of the warrants is the greater of i) a discount of 40% to the 20 day average closing market price prior to the day that the warrant is executed or ii) $0.20 per share. The warrants will have a term of thirty-six (36) months from the date of repayment or conversion of the Note. The relative fair value of the warrants was $25,136 and was recorded by the Company as a debt discount to the Note.

On October 4, 2013, the Company issued 262,000 shares of common stock and 800,000 warrants to purchase one share of common stock per warrant for a further extension of the Loan’s maturity date to December 31, 2013. The warrants have an exercise price of 60% of the 20 day average market price prior to the date of exercise. However, the exercise price cannot be less than $0.20 per share. The relative fair value of the warrants on the date of grant was $529,643.

On August 2, 2013 and November 20, 2013, the Company issued 31,641 warrants to purchases one share of common stock per warrant, to a consultant of the Company for services. The warrants have an exercise price of $1.29 per share, and expires 48 months following an effective registration statement on the underlying shares or 24 months following the closing of any registered debt or equity offering contemplated by the Company subsequent to the merger with American Exploration. The fair value of the warrants was $42,754 based on the Black-Scholes model and was recorded as share-based compensation.

The fair value of the above 2013 warrants were determined by using the Black-Scholes option-pricing model. Variables used in the model for the warrants issued include :i) discount rates ranging from 0.38% to 0.79%; ii) expected terms ranging from 4.25 to 5.70 years; iii) expected volatility ranging from 250.09% to 285.88%; iv) zero expected dividends and v) stock price of $0.68.

A summary of the warrant activity for the years ended December 31, 2014 and 2013 is presented below:

		Warrants			Weighted-Average Exercise Price			Aggregate Intrinsic Value
31-Dec-12			-		$	-		$	-
Granted			1,381,671			1.41			-
Exercised			-						-
Forfeited			-						-
Outstanding at December 31, 2013			1,381,671			1.41			28,900
Granted			1,007,325			0.42			728,741
Exercised			-			-			-
Expired			(160,000	)		-			-
Outstanding December 31, 2014			2,228,996		$	1.17		$	1,019,775
Exercisable December 31, 2014			2,228,996		$	1.17		$	1,019,775

The weighted average remaining contractual term of the outstanding warrants and exercisable warrants as of December 31, 2014 is 2.29 years.

WARRANTS PAYABLE

During the year ended December 31, 2014, the Company issued subscription units that consisted of common stock and warrants. The Company received subscriptions to acquire 413,341 shares of common stock and 155,000 warrants to purchase one share of common stock each for net cash proceeds of $310,000. The warrants have an exercise price of $1.25 per share and expire three years from the date of issuance. The relative fair value of the warrants was $142,042.

As of December 31, 2014, the Company was obligated to issue 752,325 warrants to purchase one share of common stock for each warrant, in conjunction with the issuance of the Convertible Notes. The warrants have an exercise price of the lower of i) 50% of the prior 20 days average market price on the date of conversion, or ii) $0.50 per share. However, in no event will the exercise price be lower than $0.25 per share. The warrants have a term of three years. The Company calculated the relative fair value of the warrants using the Black-Scholes model at $385,351. However, As of December 31, 2014, the Company has not issued these warrants and has recorded them as a warrant payable.

On December 19, 2014, the Company agreed to issue 100,000 warrants to purchase one share of common stock for each warrant in connection with a consulting agreement. The warrants have a term of three years and an exercise price of $1.29 per share. The fair value of the warrants on the date of grant using the Black-Scholes model was $164,924. As of December 31, 2014 these warrants have not been issued are recorded in warrants payable.

The fair value of the above 2014 warrants was determined by using the Black-Scholes option-pricing model. Variables used in the model for the warrants issued include :i) discount rates ranging from 0.79% to 1.10%; ii) expected terms of 3.0 years; iii) expected volatility ranging from 399.22% to 409.43%; iv) zero expected dividends and v) stock prices ranging from of $0.75 to 2.00.

PRIVATE_PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
PRIVATE PLACEMENT	Dec. 30, 2014
Notes to Financial Statements
Note 10 - PRIVATE PLACEMENT	On June 4, 2014, the Company entered into a series of agreements related to an equity arrangement for the sole purpose of funding acquisitions. The agreements require the Company to issue 1,051,200 Convertible Series A Preferred Stock in exchange for $41,418,000 to nine investors, through a private placement of 900 Units (the “Securities”) consisting of 1,168 Convertible Series A Preferred Stock (convertible into common shares of the Company) and warrants to purchase 413,964,900 common shares of the Company. The warrants have exercise prices from $0.25 to $0.7035 per share and terms of four to six years. The Company can receive up to $165,681,009 if all the warrants are exercised. The Convertible Series A Preferred Stock may convert into common shares of the Company at a rate of 1 share of Series A Preferred stock for 100 shares of common stock and must be converted within three years.

	Under the terms of the Unit Subscription Agreement (USA), the Investors' cash of $41,418,000 ($46,020 per Unit sold) has been deposited in a restricted account with an Intermediary, whereby an Account Management Agreement (AMA) between the Investors, the Company, and the Intermediary governs the release of funds to the Company from the restricted account. The Company has placed with the Intermediary, the Securities to be released to the investors at the same time and ratio as the funds are released to the Company. The Company will record the fair value of the Securities as they are issued to the investors by the Intermediary.

	The restricted cash will be released to the Company with the approval of the Investors. A request first must be made to the Investors' representative along with a Use of Proceeds (UOP) and, after review and approval by the Investors' representative, will the funds be released. There are 36 planned periodic installments pursuant to the AMA schedule, which have already been approved by the Company and the Investors.

	The release of funds is based upon the trading volumes of the Company’s common stock, at or above a minimum bid price which will cause a release of a percentage of each periodic “Breakout” funds to the Company. There are provisions within the agreement which address the release of funds to the Company in the event that:

	1.) trading volume is below the minimums, and
	2.) average bid prices are above or below the minimums.

	Pursuant to the Unit Subscription Agreement the Company has agreed to use its best efforts to register the securities underlying the agreement which the Company anticipates will occur in April 2015.

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 30, 2014
Notes to Financial Statements
Note 11 - RELATED PARTY TRANSACTIONS	As a result of the acquisition of CBL, as disclosed in Note 4, the Company assumed two short-term notes payable due to a related party. The debts are denominated in Euros, and on June 4, 2014, the date of acquisition, the carrying amount of the debts were $204,186 after foreign currency translation. The notes accrue compounded interest at 5% per annum and were due in November and December 2014. As of December 31, 2014, these notes were still outstanding and the carrying value of the notes was $183,000 after foreign currency translation. The Company has negotiated an extension of the due date to December 31, 2015 for the note that was due in December 2014 . The Company note due in November 2014 is currently in default.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 12 - COMMITMENTS AND CONTINGENCIES	The Company signed a Memorandum of Understanding with Black Swan, LLC to provide certain government relations and related services. The MOU provides for compensation to Black Swan of a monthly cash retainer as well as a grant of 150,000 common shares at a date that is mutually agreed upon by the parties:

		-1	A monthly retainer, the amount and duration of which to be determined, but in any event a total of $7,500 shall be paid to Black Swan for our initial work during the period ending December 31, 2014 ($3,750 of which has previously been paid by the Company to Black Swan);
		-2	A grant of equity in the amount of 150,000 shares, or the equivalent options with a strike price of $1.00, or other functionally equivalent interest in the Company with a current market value of $250,000; and
		-3	An increase in the monthly retainer or a bonus payment equal to 10% of private money and 6% of public money received by the Company or its subsidiaries through introductions provided by Black Swan to the Company.

	On December 19, 2014 the Company entered into an agreement with a third party to provide investor relation consulting services. The Company agreed to issue 30,000 shares of restricted common stock at the time of the agreement and up to 150,000 additional shares based on milestones achieved by the consultant. As of December 31, 2014, the consultant had achieved one of the milestones and was due and additional 25,000 shares. The fair value of the 55,000 shares of common stock to be issued to the consultant was $91,000 based on the market price on the dates of grant. As of December 31, 2014, these shares had not been issued and were recorded as stock payable.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2014
Notes to Financial Statements
Note 13 - SUBSEQUENT EVENTS	On February 28, 2015 the Company entered into a stock for services agreement with Michael Reysack, the Company’s Investor Relations Officer, to issue 156,139 shares of common stock for services. The fair value of these shares was $257,629 based on the market price on the date of grant.

	On March 3, 2015 Celtic Biotech Iowa, Inc. acquired a license from Zeng Hong Qin to produce and sell Novel therapy for chronic kidney disease, derived from cobra venom. The license has a term that expires on the date that the patents on the therapies expire. The Company is obligated to pay a 7% royalty on all net sales related to the licensed therapies.

	On March 27, 2015, the Company issued warrants to purchase 300,000 shares of the Company’s common stock to K4, LLC, a subsidiary of The Greig Companies, to enter into an unsecured convertible promissory note (the “Promissory Note”) with The Greig Companies. The warrants have a five year term and an exercise price of the greater of i) 50% of the average closing stock bid over the 20 trading days prior to conversion or ii) $1.50 per share. The fair value of the warrants were $374,906 using the Black-Scholes model on the date of grant, which were recorded as additional debt discount against the Promissory Note.

	On March 31, 2015 the Company closed on the Promissory Note in the principal amount of $2,500,000 with The Greig Companies, Inc. The Promissory Note has a maturity date of March 27, 2020, and bears interest at the rate of Prime plus five percent (5%) during the first 36 months, increasing to an interest of Prime plus six percent (6%) for the remaining 24 months. The Promissory Note is convertible into shares of common stock of the Company at an exercise price of the greater of i) 50% of the average closing stock bid over the 20 trading days prior to conversion or ii) $1.50 per share.

	In conjunction with the Promissory Note, the Company also issued warrants (the “Warrants”) to purchase 250,000 shares of common stock of the Company to The Greig Companies, Inc. The Warrants have a five year term and are exercisable into shares of common stock of the Company at an exercise price of the greater of i) 50% of the average closing stock bid over the 20 trading days prior to conversion or ii) $1.50 per share. The relative fair value of the warrants issued was $277,716 which was recorded as a debt discount against the Promissory Notes.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2014
Summary Of Significant Accounting Policies Policies
Use of Estimates	The preparation of consolidated financial statements in conformity with accounting principles generally accepted 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include those regarding the valuation of the assets acquired and liabilities assumed in the acquisition of CBL and share-based compensation.
Principles of Consolidation	The consolidated financial statements include the Company’s accounts, including those of the Company’s wholly owned subsidiary Celtic Iowa. During the year ended December 31, 2014, Celtic Iowa acquired 95% of the outstanding shares of CBL. Accordingly, the Company has consolidated CBL and its wholly-owned subsidiary Celtic Biotech, Inc. All significant intercompany accounts and transactions have been eliminated.
Non-Controlling Interest	The Company is required to report its non-controlling interest as a separate component of shareholders’ equity. The Company is also required to present the consolidated net income and the portion of the consolidated net income allocable to the non-controlling interest and to the shareholders of the Company separately in its consolidated statements of operations. Losses applicable to the non-controlling interest are allocated to the non-controlling interest even when those losses are in excess of the non-controlling interest’s investment basis.
Loss per Common Share	Basic net income (loss) per common share is computed by dividing the net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common shareholders by the weighted-average number of common and common equivalent shares outstanding during the period. Common share equivalents included in the diluted computation represent shares issuable upon assumed exercise of stock options and warrants or the assumed conversion of convertible debt instruments, using the treasury stock and “if converted” method. For periods in which net losses are incurred, weighted average shares outstanding is the same for basic and diluted loss per share calculations, as the inclusion of common share equivalents would have an anti-dilutive effect.

	For the years ended December 31, 2014 and 2013, the dilutive effect of 5,200 and 0 options, 1,276,671 and 1,381,671 warrants, and 1,504,650 and 458,222 common shares, issuable for conversion of convertible debt respectively, were excluded from the diluted earnings per share calculation because their effect would have been anti-dilutive.
Cash and Cash Equivalents	The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation ("FDIC"). The Company had $9,068 and $19,102 cash equivalents at December 31, 2014 and 2013, respectively.

	The Company maintains cash in escrow accounts which are restricted from immediate and general use by the Company. The restricted cash amount of $122,250 at December 31, 2014 is restricted subject to the Company registering the shares of its common stock issued to an investor, for free trading
Concentrations of Credit Risk	Financial instruments which potentially subject the Company to concentrations of credit risk include cash deposits placed with financial institutions. The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (FDIC). For the year ended December 31, 2014, the Company had $122,250 of restricted cash balances that were uninsured. The Company has not experienced any losses on such accounts.
Foreign exchange and currency translation	For the year ended December 31, 2014 and 2013, the Company maintained cash accounts in U.S. dollars as well as European Union euros, and incurred certain expenses denominated in U.S. dollars and European Union euros. The Company's functional and reporting currency is the U.S. dollar. Transactions denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect on the date of the transactions. Assets and liabilities are translated using exchange rates at the end of each period. Exchange gains or losses on transactions are included in earnings. Adjustments resulting from the translation process are reported in a separate component of other comprehensive income and are not included in the determination of the results of operations. For all periods presented, any exchange gains or losses or translation adjustments resulting from foreign currency transactions are included in the statements of operations as other income (expense).
In-Process Research and Development	In-process research and development (“IPR&D”) represents the estimated fair value assigned to research and development projects acquired in a purchased business combination that have not been completed at the date of acquisition and which have no alternative future use. IPR&D assets acquired in a business combination are capitalized as indefinite-lived intangible assets. These assets remain indefinite-lived until the completion or abandonment of the associated research and development efforts. During the periods prior to completion or abandonment, those acquired indefinite-lived assets are not amortized but are tested for impairment annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired. During periods after completion, those acquired indefinite-lived assets are amortized based on their useful life. During the year ended December 31, 2014, the Company acquired IPR&D assets in its acquisition of CBL. The fair value of the assets acquired was $6,977,347. These assets are still subject to research and development completion and accordingly, no amortization has been recorded.
Equipment	Equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred. Renewals and betterments which extend the life or improve existing equipment are capitalized. Upon disposition or retirement of equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss is reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which is 10 years.
Impairment of Long-Lived Assets and Intangibles	The Company performs impairment tests on its long-lived assets when circumstances indicate that their carrying amounts may not be recoverable. If required, recoverability is tested by comparing the estimated future undiscounted cash flows of the asset or asset group to its carrying value. If the carrying value is not recoverable, the asset or asset group is written down to fair value. For the years ended December 31, 2014 and 2013, the Company recorded $0 and $856,388 in impairment to the Company’s long-lived assets.
Deferred Financing Costs	We have incurred debt origination costs in connection with the issuance of short-term convertible debt. These costs are capitalized as deferred financing costs and amortized using the straight-line method over the term of the related convertible debt.
Stock-Based Compensation	The Company measures the cost of employee services received in exchange for stock and stock options based on the grant date fair value of the awards. The Company determines the fair value of stock option grants using the Black-Scholes option pricing model. The Company determines the fair value of shares of non-vested stock (also commonly referred to as restricted stock) based on the last quoted price of our stock on the date of the share grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates, if historical forfeiture rates are available. Previously recognized compensation costs may be adjusted to reflect the actual forfeiture rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital.
Income Taxes	The Company’s results of operations through December 16, 2013 were as a limited liability company. A limited liability company (“LLC”) is not a tax paying entity. Any income or operating loss arising from the activities of the partnership is reported, after appropriate adjustments, on the personal income tax returns of the members. Adjustments to the income or loss allocated to a particular member will be required when the tax basis and accounting basis of net contributions made by an individual member are not equal. Because the LLC is not a tax paying entity, its financial statements are different from those of tax paying entities. Specifically, on the statement of operations, there is no provision for federal income tax benefit that must be accrued relating to the LLC’s net taxable loss during the year. In addition, the balance sheet does not present any assets or liabilities for deferred income taxes that might arise from different methods used to measure net income for the statement of operations and taxable income for the members. The Company filed as a C Corporation for the last 15 days of the year ended December 31, 2013 and again for the year ending December 31, 2014.

	Following its filing as a C-corporation, the Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized.
Fair Value of Financial Instruments	The Company follows FASB ASC 820, Fair Value Measurement (“ASC 820”), which clarifies fair value as an exit price, establishes a hierarchal disclosure framework for measuring fair value, and requires extended disclosures about fair value measurements. The provisions of ASC 820 apply to all financial assets and liabilities measured at fair value.

	As defined in ASC 820, fair value, clarified as an exit price, represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a result, fair value is a market-based approach that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

	As a basis for considering these assumptions, ASC 820 defines a three-tier value hierarchy that prioritizes the inputs used in the valuation methodologies in measuring fair value.

		Level 1 – Quoted prices in active markets for identical assets or liabilities.
		Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
		Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

	The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s IPR&D assets were valued on a discounted cash flow model using the income approach. The inputs to the model were within level 3 of the fair value hierarchy.
Subsequent Events	The Company evaluated subsequent events through the date when financial statements are issued for disclosure consideration.
Recent Accounting Pronouncements	In June 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-10 “ Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. ASU 2014-10 eliminates all incremental financial reporting requirements for development stage entities by removing ASC Topic 915 “Development Stage Entities”, from the FASB Accounting Standards Codification. The ASU 2014-10 clarified that the guidance in Topic 275 “Risks and Uncertainties” is applicable to entities that have not yet commenced operations. Accordingly, upon adopting the ASU 2014-10 and eliminating development stage information, entities should re-evaluate their disclosures under Topic 275. The Company decided to adopt this pronouncement in the second quarter of 2014. As a result, cumulative information in the Company’s statements of operations, its statements of cash flows and the notes to its unaudited consolidated financial statements was removed.

	In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard requires management to assess the company’s ability to continue as a going concern. Disclosures are required if there is substantial doubt as to the company’s continuation as a going concern within one year after the issue date of financial statements. The standard provides guidance for making the assessment, including consideration of management’s plans which may alleviate doubt regarding the company’s ability to continue as a going concern. ASU 2014-15 is effective for years beginning after December 15, 2016. We do not expect the adoption of this pronouncement to have a material impact on our consolidated financial statements.

CONVERTIBLE_DEBENTURES_Tables

CONVERTIBLE DEBENTURES (Tables)	12 Months Ended
CONVERTIBLE DEBENTURES (Tables)	Dec. 31, 2014
Notes to Financial Statements
Convertible debentures (tables)
	Convertible	Date of	Due	Stated Interest		Original Principal			Net carrying value at December 31,		Net carrying value at December 31,
	Promissory	Date of	Due	Stated Interest		Original Principal			Net carrying value at December 31,		Net carrying value at December 31,
	Note	Note	Date	Rate		Amount		Default	2014		2013
	#1	10/13/09	1/13/10		5%	$	110,598	No	$	-	$	110,598
	#2	9/15/12	3/15/13		10%	$	100,000	No	$	-	$	100,000
	#3	9/27/13	12/27/14		10%	$	40,000	No	$	-	$	8,000
	#4	04/04/14 – 12/01/14	10/04/14 – 06/01/15		21%	$	752,325	No	$	670,321	$	-

BUSINESS_COMBINATIONS_Tables

BUSINESS COMBINATIONS (Tables)	12 Months Ended
BUSINESS COMBINATIONS (Tables)	Dec. 31, 2014
Business Combinations [Abstract]
Purchase price on date of acquisition	Value of stock and options issued in acquisition	$	337,750
	Cash advanced to American Exploration prior to merger		89,102
	Total purchase price		426,852

	Fair value of net liabilities acquired
	Current assets		133,310
	Current liabilities		(562,844	)
	Net liabilities assumed		(429,534	)

	Goodwill	$	856,388
Summarizes the allocation of the purchase price to the net assets acquired	Fair value at June 4, 2014
	Cash	$	1,656
	Accounts receivable – related party		1,349
	Property, plant and equipment		9,000
	IPR&D		6,977,347
	Total assets		6,989,352

	Accounts payable and accrued liabilities		(242,693	)
	Short-term debt – related party		(204,186	)
	Total liabilities		(446,879	)
	Final Purchase price	$	6,542,473

NOTES_PAYABLE_Tables

NOTES PAYABLE (Tables)	12 Months Ended
NOTES PAYABLE (Tables)	Dec. 31, 2014
Notes to Financial Statements
Notes assumed in merger		Date	Stated			Original
		of	Interest			Principal		Due
	Promissory Note	Note	Rate			Amount		Date	Default
	#1	5/29/09		10	%	$	30,000	On Demand	No
	#2	6/5/09		10	%	$	7,698	On Demand	No
	#3	8/16/09		10	%	$	50,000	On Demand	No
	#4	9/27/10		10	%	$	60,000	On Demand	No
	#5	6/2/10		5	%	$	50,000	On Demand	No
	#6	2/4/11		5	%	$	30,000	On Demand	No
	#7	5/4/11		5	%	$	35,000	On Demand	No
	#8	8/11/11		10	%	$	20,000	On Demand	No
	#9	12/5/11		10	%	$	20,000	On Demand	No
	#10	4/28/12		10	%	$	30,000	On Demand	No

EQUITY_Tables

EQUITY (Tables)	12 Months Ended
EQUITY (Tables)	Dec. 31, 2014
Summary of subscription units issued	Date	Number of Shares			Number of Warrants		Proceeds
	17-Jan-13		161,000			31,641	$	26,450
	25-Mar-13		36,976			38,697		25,000
	7-Apr-13		60,400			63,282		40,838
	28-Apr-13		90,600			94,923		61,255
	15-Aug-13		30,200			31,641		20,418
	27-Sep-13		60,400			63,282		40,857
	6-Nov-13		30,200			31,641		20,418
	12-Nov-13		30,200			31,641		20,418
	20-Nov-13		30,200			31,641		20,418
	Total		530,176			418,389	$	276,072
Stock Option [Member]
Summary of stock option activity		Options			Weighted-Average Exercise Price		Aggregate Intrinsic Value
	Outstanding at December 31, 2012		-			-		-
	Granted		5,200		$	359.04	$	-
	Exercised		-			-		-
	Expired		-			-		-
	Outstanding December 31, 2013		5,200			359.04		-
	Granted		-			-		-
	Exercised		-			-		-
	Expired		-			-		-
	Outstanding December 31, 2014		5,200		$	359.04	$	-
	Exercisable December 31, 2014		5,200		$	359.04	$	-
Warrant [Member]
Summary of stock option activity		Warrants			Weighted-Average Exercise Price		Aggregate Intrinsic Value
	31-Dec-12		-		$	-	$	-
	Granted		1,381,671			1.41		-
	Exercised		-					-
	Forfeited		-					-
	Outstanding at December 31, 2013		1,381,671			1.41		28,900
	Granted		1,007,325			0.42		728,741
	Exercised		-			-		-
	Expired		(160,000	)		-		-
	Outstanding December 31, 2014		2,228,996		$	1.17	$	1,019,775
	Exercisable December 31, 2014		2,228,996		$	1.17	$	1,019,775

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Summary Of Significant Accounting Policies Details Narrative
Dilutive effect of options excluded from diluted earnings per share calculation	5,200	0
Dilutive effect of warrants excluded from diluted earnings per share calculation	1,276,671	1,381,671
Dilutive effect of convertible debenture excluded from diluted earnings per share calculation	1,504,650	458,222
Cash equivalents	$9,068	$19,102
Restricted cash	122,250	126,750
Fair value of assets acquired	6,977,347
Impairment of goodwill		$856,388

GOING_CONCERN_Details_Narrativ

GOING CONCERN (Details Narrative) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Going Concern Details Narrative
Accumulated deficit	$10,601,946	$6,978,491
Working capital deficit	$3,927,365

BUSINESS_COMBINATIONS_Details

BUSINESS COMBINATIONS (Details) (USD $)	12 Months Ended
BUSINESS COMBINATIONS (Details) (USD $)	Dec. 31, 2014
Business Combinations Details
Value of stock and options issued in acquisition	$337,750
Cash advanced to American Exploration prior to merger	89,102
Total purchase price	426,852
Fair value of Net liabilities acquired:
Current assets	133,310
Current liabilities	-562,844
Net liabilities assumed	-429,534
Goodwill	$856,388

BUSINESS_COMBINATIONS_Details_

BUSINESS COMBINATIONS (Details 1) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Business Combinations Details 1
Cash	$1,656
Accounts receivable - related party	1,349
Property, plant and equipment	9,000
IPR&D	6,977,347
Total assets	6,989,352
Accounts payable and accrued liabilities	-242,693
Short-term debt - related party	-204,186
Total liabilities	-446,879
Final Purchase price	$6,542,473

DEPOSITS_Details_Narrative

DEPOSITS (Details Narrative) (USD $)	12 Months Ended
DEPOSITS (Details Narrative) (USD $)	Dec. 31, 2014
Deposits Details Narrative
Deposits on letter of intent	$12,250
Percentage of ownership interest acquired Celtic Biotech, Inc.	90.00%
Deposits on acquisition	$26,255

NOTES_PAYABLE_Details

NOTES PAYABLE (Details) (USD $)	12 Months Ended
NOTES PAYABLE (Details) (USD $)	Dec. 31, 2014
Promissory Note One [Member]
Date of note	29-May-09
Stated Interest rate	10.00%
Original Principal Amount	$30,000
Due date	On Demand
Default	No
Promissory Note Two [Member]
Date of note	5-Jun-09
Stated Interest rate	10.00%
Original Principal Amount	7,698
Due date	On Demand
Default	No
Promissory Note Three [Member]
Date of note	16-Aug-09
Stated Interest rate	10.00%
Original Principal Amount	50,000
Due date	On Demand
Default	No
Promissory Note Four [Member]
Date of note	27-Sep-10
Stated Interest rate	10.00%
Original Principal Amount	60,000
Due date	On Demand
Default	No
Promissory Note Five [Member]
Date of note	2-Jun-10
Stated Interest rate	5.00%
Original Principal Amount	50,000
Due date	On Demand
Default	No
Promissory Note Six [Member]
Date of note	4-Feb-11
Stated Interest rate	5.00%
Original Principal Amount	30,000
Due date	On Demand
Default	No
Promissory Note Seven [Member]
Date of note	4-May-11
Stated Interest rate	5.00%
Original Principal Amount	35,000
Due date	On Demand
Default	No
Promissory Note Eight [Member]
Date of note	11-Aug-11
Stated Interest rate	10.00%
Original Principal Amount	20,000
Due date	On Demand
Default	No
Promissory Note Nine [Member]
Date of note	5-Dec-11
Stated Interest rate	10.00%
Original Principal Amount	20,000
Due date	On Demand
Default	No
Promissory Note Ten [Member]
Date of note	28-Apr-12
Stated Interest rate	10.00%
Original Principal Amount	$30,000
Due date	On Demand
Default	No

NOTES_PAYABLE_Details_Narrativ

NOTES PAYABLE (Details Narrative) (USD $)	12 Months Ended
NOTES PAYABLE (Details Narrative) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Notes to Financial Statements
Interest expense on notes payable	$28,720	$1,653

CONVERTIBLE_DEBENTURES_Details

CONVERTIBLE DEBENTURES (Details) (USD $)	12 Months Ended
CONVERTIBLE DEBENTURES (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Convertible Promissory Note Four [Member] \| Minimum [Member]
Date of note	4-Apr-14
Due date	4-Oct-14
Convertible Promissory Note Four [Member] \| Maximum [Member]
Date of note	1-Dec-14
Due date	1-Jun-15
Promissory Note One [Member]
Net carrying value at December 31, 2013		$110,598
Promissory Note Two [Member]
Net carrying value at December 31, 2013		100,000
Promissory Note Three [Member]
Net carrying value at December 31, 2013		8,000
Promissory Note Four [Member]
Stated Interest rate
Net carrying value at December 31, 2013
Convertible Promissory Note One [Member]
Date of note	13-Oct-09
Due date	13-Jan-10
Stated Interest rate	5.00%
Original Principal Amount	110,598
Net carrying value at December 31, 2014
Default	No
Convertible Promissory Note Two [Member]
Date of note	15-Sep-12
Due date	15-Mar-13
Stated Interest rate	10.00%
Original Principal Amount	100,000
Net carrying value at December 31, 2014
Default	No
Convertible Promissory Note Three [Member]
Date of note	27-Sep-13
Due date	27-Dec-14
Stated Interest rate	10.00%
Original Principal Amount	40,000
Net carrying value at December 31, 2014
Default	No
Convertible Promissory Note Four [Member]
Stated Interest rate	21.00%
Original Principal Amount	752,325
Net carrying value at December 31, 2014	670,321
Default	No

CONVERTIBLE_DEBENTURES_Details1

CONVERTIBLE DEBENTURES (Details Narrative) (USD $)	12 Months Ended
CONVERTIBLE DEBENTURES (Details Narrative) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Interest expense related party debt	$365
Debt discount interest expense	0	20,833
Amortized of debt discount	703,035	53,833
Debt discount related to fair value of contingent conversion feature	25,000
Line of credit borrowed	752,325
Kopriva Note [Member]
Amortized of debt discount	32,000	8,000
Interest expense	3,866	8
Convertible Debt associated with Letters of Credit [Member]
Amortized of debt discount	703,035
Interest expense	$226,490

INCOME_TAXES_Details_Narrative

INCOME TAXES (Details Narrative) (USD $)	12 Months Ended
INCOME TAXES (Details Narrative) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Notes to Financial Statements
Net operating loss carry forward	$9,200,000	$6,000,000
Net operating loss carry forward expire years	2028 and 2034
Valuation Allowance	100.00%	100.00%

EQUITY_Details

EQUITY (Details) (USD $)	12 Months Ended
EQUITY (Details) (USD $)	Dec. 31, 2014
Number of Shares	530,176
Number of Warrants	418,389
Proceeds	$276,072
Issuance One [Member]
Date	17-Jan-13
Number of Shares	161,000
Number of Warrants	31,641
Proceeds	26,450
Issuance Two [Member]
Date	25-Mar-13
Number of Shares	36,976
Number of Warrants	38,697
Proceeds	25,000
Issuance Three [Member]
Date	7-Apr-13
Number of Shares	60,400
Number of Warrants	63,282
Proceeds	40,838
Issuance Four [Member]
Date	28-Apr-13
Number of Shares	90,600
Number of Warrants	94,923
Proceeds	61,255
Issuance Five [Member]
Date	15-Aug-13
Number of Shares	30,200
Number of Warrants	31,641
Proceeds	20,418
Issuance Six [Member]
Date	27-Sep-13
Number of Shares	60,400
Number of Warrants	63,282
Proceeds	40,857
Issuance Seven [Member]
Date	6-Nov-13
Number of Shares	30,200
Number of Warrants	31,641
Proceeds	20,418
Issuance Eight [Member]
Date	12-Nov-13
Number of Shares	30,200
Number of Warrants	31,641
Proceeds	20,418
Issuance Nine [Member]
Date	20-Nov-13
Number of Shares	30,200
Number of Warrants	31,641
Proceeds	$20,418

EQUITY_Details_1

EQUITY (Details 1) (Stock Option [Member], USD $)	12 Months Ended
EQUITY (Details 1) (Stock Option [Member], USD $)	Dec. 31, 2014	Dec. 31, 2013
Stock Option [Member]
Outstanding at Beginning	5,200
Granted		5,200
Exercised
Expired
Outstanding at Ending	5,200	5,200
Exercisable at Ending	5,200
Weighted-Average Exercise Price Outstanding Beginning	$359.04
Granted		$359.04
Exercised
Expired
Weighted-Average Exercise Price Outstanding Ending	$359.04	$359.04
Weighted-Average Exercise Price Exercisable Ending	$359.04
Aggregate Intrinsic Value Outstanding Beginning
Granted
Exercised
Expired
Aggregate Intrinsic Value Outstanding Ending
Aggregate Intrinsic Value Exercisable Ending

EQUITY_Details_2

EQUITY (Details 2) (Warrant [Member], USD $)	12 Months Ended
EQUITY (Details 2) (Warrant [Member], USD $)	Dec. 31, 2014	Dec. 31, 2013
Warrant [Member]
Outstanding at Beginning	1,381,671
Granted	1,007,325	1,381,671
Exercised
Forfeited
Expired	-160,000
Outstanding at Ending	2,228,996	1,381,671
Exercisable at Ending	2,228,996
Weighted-Average Exercise Price Outstanding Beginning	$1.41
Granted	$0.42	$1.41
Exercised
Expired
Weighted-Average Exercise Price Outstanding Ending	$1.17	$1.41
Weighted-Average Exercise Price Exercisable Ending	$1.17
Aggregate Intrinsic Value Outstanding Beginning	$28,900
Granted	728,741
Exercised
Forfeited
Expired
Aggregate Intrinsic Value Outstanding Ending	1,019,775	28,900
Aggregate Intrinsic Value Exercisable Ending	$1,019,775

EQUITY_Details_Narrative

EQUITY (Details Narrative) (USD $)	12 Months Ended
EQUITY (Details Narrative) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Notes to Financial Statements
Warrants not issued	155,000
Common stock not issued, shares	33,334
Subscription amount for warrants and common stock not issued	$25,000
Subscriptions to acquire common stock, shares	33,334
Subscriptions to acquire warrant, shares	12,500
Net cash proceeds from common and warrant stock	25,000
Fair value of stock and warrants	13,702	11,298
Common stock issued	1,105,970
Principal balance of debenture extinguished	110,598
Accrued interest of debenture extingusished	$7,515
Weighted average remaining contractual term of outstanding and exercisable warrants	2 years 3 months 15 days
Weighted average remaining contractual term of outstanding and exercisable stock option	5 years 2 months 16 days	6 years 2 months 16 days

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	Dec. 31, 2014
Notes to Financial Statements
Outstanding carrying value after foreign currency translation	$183,000