Spotlight Innovation 10-K 27 Apr 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Apr. 25, 2017	Jun. 30, 2016
Document And Entity Information
Entity Registrant Name	Spotlight Innovation Inc.
Entity Central Index Key	1,388,486
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 10,873,835
Entity Common Stock, Shares Outstanding		29,388,742
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,016

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2016	Dec. 31, 2015
CURRENT ASSETS:
Cash	$ 313,333	$ 253,231
Prepaid expenses	214,500	17,500
Notes receivables	1,000,000
Current assets of discontinued operations		46,688
Total current assets	1,527,833	317,419
Property and equipment, net	13,155	11,520
In process research and development	6,977,347	6,977,347
Long-term assets of discontinued operations		20,194
Total assets	8,518,335	7,326,480
Current liabilities:
Accounts payable	395,849	62,593
Accounts payable - related parties	3,560	3,560
Accrued liabilities	699,567	526,621
Stock payable	3,921,973	26,250
Notes payable	174,769	385,373
Line of credit, net of debt discount of $4,929 and $19,717 respectively	998,370	868,583
Short term debt - related party	290,064	168,949
Convertible debentures, net of debt discounts of $0 and $555,753 respectively		2,244,247
Derivative liabilities		278,482
Current liabilities of discontinued operations		299,341
Total current liabilities	6,484,152	4,863,999
Long-term liabilities:
Long-term liabilities	713,442
Total liabilities	7,197,594	4,863,999
Commitments and contingencies
Equity:
Preferred stock
Common stock, $0.001 par value, 4,000,000,000 shares authorized, 27,276,054 and 14,627,026 shares issued and outstanding, respectively	27,276	14,627
Additional paid-in capital	34,035,015	18,760,400
Accumulated deficit	(35,369,670)	(18,643,652)
Total equity attributable to Spotlight Innovation, Inc.	(1,307,379)	131,375
Non-controlling interest	2,628,120	2,331,106
Total equity	1,320,741	2,462,481
Total liabilities and equity	8,518,335	7,326,480
Series A Preferred Stock [Member]
Equity:
Preferred stock
Series C Preferred Stock [Member]
Equity:
Preferred stock

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Lines of credit, net of discounts	$ 4,929	$ 19,717
Convertible debentures, net of debt discounts	$ 0	$ 555,753
Preferred Stock Par Value	$ 0.001	$ 0.001
Preferred Stock Shares Authorized	1,500,000	1,500,000
Preferred Stock Shares Issued	0	0
Preferred Stock Shares Outstanding	0	0
Common Stock Par Value	$ 0.001	$ .001
Common Stock Shares Authorized	4,000,000,000	4,000,000,000
Common Stock Shares Issued	27,276,054	14,627,026
Common Stock Shares Outstanding	27,276,054	14,627,026
Series A Preferred Stock [Member]
Preferred Stock Par Value	$ 0.001	$ 0.001
Preferred Stock Shares Authorized	3,000,000	3,000,000
Preferred Stock Shares Issued	0	0
Preferred Stock Shares Outstanding	0	0
Series C Preferred Stock [Member]
Preferred Stock Par Value	$ 0.001	$ 0.001
Preferred Stock Shares Authorized	500,000	500,000
Preferred Stock Shares Issued	0	0
Preferred Stock Shares Outstanding	0	0

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Consolidated Statements Of Operations
Revenue
Operating expenses:
General and administrative	6,432,389	4,483,821
Depreciation expense	4,726	2,175
Research and development expense	232,798	274,894
Total operating expenses	6,669,913	4,760,890
Loss from operations	(6,669,913)	(4,760,890)
Other income (expense):
Loss on debt extinguishment	(3,134,507)	(1,650,822)
Gain on options exchanged for common stock with third parties	490,462
Gain on settlement of debt	167,824
Gain on extinguishment of debt and related derivative liability	753,125
Gain on change in value of derivative liability	700,026
Other income	7,990	504
Gain on foreign currency transactions	10,942	63,032
Interest expense	(9,198,059)	(1,380,020)
Total other income (expense)	(10,202,197)	(2,967,306)
Net loss from continuing operations	(16,872,110)	(7,728,196)
Net income (loss) from discontinued operations	53,106	(359,044)
Net loss	(16,819,004)	(8,087,240)
Net loss attributable to non-controlling interest	(92,986)	(45,534)
Net loss attributable to Spotlight Innovation Inc.	$ (16,726,018)	$ (8,041,706)
Net loss per common share - basic and diluted
Continuing operations	$ (0.93)	$ (0.55)
Discontinued operations	.00	0.03
Total	$ (0.93)	$ (0.58)
Weighted average number of common shares outstanding - basic and diluted	18,020,614	13,973,304

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Noncontrolling Interest	Total
Beginning Balance, Amount at Dec. 31, 2014	$ 13,095	$ 11,277,032	$ (10,601,946)	$ 2,370,276	$ 3,058,457
Beginning Balance, Shares at Dec. 31, 2014	13,094,618
Common shares issued for cash, Amount	$ 253	189,747			190,000
Common shares issued for cash, Shares	253,335
Common shares issued for stock payable, Amount	$ 190	269,515			269,705
Common shares issued for stock payable, Shares	190,334
Common shares issued for services, Amount	$ 1,059	947,320			948,379
Common shares issued for services, Shares	1,058,739
Common shares issued for loan guarantee, Amount	$ 30	37,470			37,500
Common shares issued for loan guarantee, Shares	30,000
Issuance of stock options		773,812			773,812
Beneficial conversion feature on convertible notes		1,124,731			1,124,731
Warrants issued for warrants payable		692,317			692,317
Warrants issued with convertible debt		907,540			907,540
Warrants issued for services		1,290,308			1,290,308
Extinguishment of related party debt as contributed capital		1,250,608			1,250,608
Purchase of Memcine				6,364	6,364
Transactions with K4 Enterprises, LLC
Net loss			(8,041,706)	(45,534)	(8,087,240)
Ending Balance, Amount at Dec. 31, 2015	$ 14,627	18,760,400	(18,643,652)	2,331,106	2,462,481
Ending Balance, Shares at Dec. 31, 2015	14,627,026
Common shares issued for cash, Amount	$ 100	55,040			55,140
Common shares issued for cash, Shares	100,000
Common shares issued for stock payable, Amount	$ 25	21,475			21,500
Common shares issued for stock payable, Shares	25,000
Common shares issued for services, Amount	$ 1,708	997,352			999,060
Common shares issued for services, Shares	1,707,944
Extinguishment of related party debt as contributed capital					1,582,665
Common shares issued for settlement of payables, Amount	$ 278	96,504			96,782
Common shares issued for settlement of payables, Shares	278,108
Shares issued in exchange for options, Amount	$ 516	342,634			343,150
Shares issued in exchange for options, Shares	516,000
Stock exchanged for related party options as contributed capital		34,644			34,644
Amortization of stock options		1,484,078			1,484,078
Shares issued for extinguishment of debt and related derivative liability, Amount	$ 4,265	3,215,667			3,219,932
Shares issued for extinguishment of debt and related derivative liability, Shares	4,265,403
Extinguishment of related party debt and related derivative liability as contributed capital		166,289			166,289
Warrants issued as debt inducement		156,552			156,552
Transactions with K4 Enterprises, LLC
Extinguishment of related party debt and related derivative liability, Amount	$ 1,757	2,029,418			2,031,175
Extinguishment of related party debt and related derivative liability, Shares	1,756,573
Shares issued in extinguishment of debt to related party, Amount	$ 4,000	3,756,000			3,760,000
Shares issued in extinguishment of debt to related party, Shares	4,000,000
Warrants issued as debt inducement to related party		1,362,373			1,362,373
Beneficial conversion feature on convertible notes		1,556,589			1,556,589
Sale of interest in Caretta				350,000	350,000
Sale of interest in Zika				20,000	20,000
Sale of interest in SMA				20,000	20,000
Net loss			(16,726,018)	(92,986)	(16,819,004)
Ending Balance, Amount at Dec. 31, 2016	$ 27,276	$ 34,035,015	$ (35,369,670)	$ 2,628,120	$ 1,320,741
Ending Balance, Shares at Dec. 31, 2016	27,276,054

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (16,819,004)	$ (8,087,240)
Less: net income (loss) from discontinued operations	53,106	(359,044)
Net loss from continuing operations	(16,872,110)	(7,728,196)
Adjustments to reconcile net loss to cash used in operating activities:
Share-based compensation	3,346,643	1,748,441
Depreciation	4,726	2,175
Gain on change of fair value of derivative liability	(700,026)
Bad debt expense		122,250
Amortization of debt discount	6,080,353	605,385
Interest expense on derivative liability that exceeds face value	2,748,453
Interest expense from common shares and warrants issued for modification of convertible debt		37,500
Gain on options exchanged for common stock with third parties	(490,462)
Gain on settlement of debt	(167,824)
Gain on extinguishment of debt and related derivative liability	(753,125)
Loss on debt extinguishment	3,134,507	1,650,822
Changes in operating assets and liabilities:
Prepaid expense	(197,000)	(17,500)
Accounts payable	536,605	974,231
Accounts receivable - related parties		(345,395)
Accrued liabilities	382,250	1,050,654
Debt guarantee		34,529
Foreign currency translation adjustments	(10,942)	(61,813)
Cash provided by (used in) continuing operating activities	(2,957,952)	(1,926,917)
Cash provided by (used in) discontinued operating activities	(179,353)	22,569
Total cash provided by (used in) operating activities	(3,137,305)	(1,904,348)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Memcine, net of cash received of $27,071		(2,988)
Cash paid for notes receivable	(1,000,000)
Proceeds from sale of interest in Caretta, Zika and SMA	390,000
Purchases of property and equipment	(6,360)	(5,161)
Cash used in continuing investing activities	(616,360)	(8,149)
Cash used in discontinued investing activities		(2,952)
Total cash used in investing activities	(616,360)	(11,101)
CASH FLOWS FROM FINANCING ACTIVITIES
Principle payments on convertible debentures	(738,373)	(3,500)
Proceeds from convertible debentures, net	2,932,000	1,920,000
Proceeds from demand note, net	1,450,000
Proceeds from line of credit, net	115,000	99,800
Proceeds from sale of common shares and warrants	55,140	190,000
Cash provided by continuing financing activities	3,813,767	2,206,300
Cash provided by discontinued financing activities
Total cash provided by financing activities	3,813,767	2,206,300
Increase in cash	60,102	290,851
Cash, beginning of the year	253,231	9,068
Cash, end of the year	313,333	253,231
Supplemental disclosure of cash flows information:
Income taxes paid
Interest paid	84,120	36,641
Non-cash investing and financing transactions:
Stock payable issued for convertible debentures	2,500,000
Common shares issued for extinguishment of debt	3,760,000
Common shares issued for extinguishment of debt and related derivative liability	3,834,733
Stock payable issued for extinguishment of debt and related derivative liability	1,371,973
Debt discount for fair value of warrants issued with convertible debenture	1,518,925	907,540
Debt discount for fair value of royalties issued with convertible debenture	713,442
Beneficial conversion feature for convertible debentures		1,124,731
Common shares issued for stock payable	21,500	269,705
Common shares issued for settlement of payable	96,782
Settlement of notes payable	182,824
Settlement of warrants payable		692,317
Fair values of warrants issued for service		1,290,308
Debt discount for fair value of derivative liability	2,224,622	278,482
Extinguishment of related party contributed capital	$ 1,582,665	$ 1,250,608

DESCRIPTION OF BUSINESS AND BAS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	12 Months Ended
	Dec. 31, 2016
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 Nevada on March 23, 2012 under the name Spotlight Innovation, LLC. In December 2013, the Company, through a reverse acquisition, merged with American Exploration Corporation (“American Exploration”). Spotlight Innovation Inc. is a pharmaceutical company focused on acquiring the intellectual property rights to innovative and proprietary therapeutics designed to address unmet medical needs, with an emphasis on rare, emerging, or neglected diseases. To find and evaluate unique opportunities, we leverage our extensive relationships with leading scientists, academic institutions and other sources. We provide value-added development capability to accelerate progress. When scientifically significant benchmarks have been achieved, we will endeavor to partner with proven market leaders via sale, out-license or strategic alliance. As of December 31, 2016, the Company had four subsidiaries: Celtic Biotech Iowa, Inc. “Celtic Iowa”, Caretta Therapeutics, LLC (“Caretta”), SMA Therapeutics, LLC (“SMA”), and Zika Therapeutics, LLC (“Zika”). Cancer On June 4, 2014, Celtic Biotech Iowa, Inc. acquired Celtic Biotech Limited (hereinafter "CBL"). CBL was founded in 2003 in Dublin, Ireland and is developing novel and highly specialized compounds derived from snake venom, for the treatment of solid cancers and cancer imaging. Pain Management Caretta Therapeutics, LLC was formed in August 2016 to develop the commercialization of over-the-counter products. Caretta holds a license agreement to develop, manufacture and sell certain products derived from snake venom that may have analgesic properties. Zika Virus Infection On August 19, 2016, the Company entered a Sponsored Research Agreement (the “SRA”) with the Florida State University Research Foundation (“FSURF”) starting September 1, 2016, to perform certain research, over a two-year period, related to the discovery, synthetic modification, and preclinical validation of drug-like compounds intended to treat patients with Zika virus infection. The research is being conducted under the direction of Professor Hengli Tang. Spinal Muscular Atrophy In October 2016, the Company entered into an Exclusive License Agreement with Indiana University Research and Technology Corporation to commercialize STL-182, an orally-available small molecule that may have therapeutic potential for treating spinal muscular atrophy. Spinal Muscular Atrophy is an autosomal recessive disorder that is a leading genetic cause of death in infants and toddlers. Additionally, the Company had interests in the following entities that was terminated during the year ended December 31, 2016: CDT Veterinary Therapeutics, LLC (“CDT”) was formed in November 2015 to create reformulated variants of certain compounds, modified to meet the needs of the veterinary market. In September 2016, the Company decided to suspend its activities in CDT Veterinary Therapeutics, Inc. The Company acquired approximately 82% of Memcine Pharmaceuticals, Inc. ("Memcine") in June 2015. On October 12, 2016, the Company terminated its interest in Memcine, and entered into a termination agreement with Memcine, the University of Iowa Research Foundation, and Dr. Tony Vanden Bush. Pursuant to the termination agreement, the Company terminated and cancelled all of its interest in Memcine, terminated the shareholder agreement of Memcine, and John Krohn and Cristopher Grunewald resigned as officers and directors of Memcine.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2016
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 Memcine and share-based compensation. Principles of Consolidation The consolidated financial statements include the Company's accounts, including those of the Company's subsidiaries. Accordingly, the Company has consolidated CBL, Celtic Iowa, CDT (Suspended), Caretta, Zika, and SMA. All significant intercompany accounts and transactions have been eliminated. Non-Controlling Interest The Company is required to report its non-controlling interest in all subsidiaries 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. In the fourth quarter of 2016 the Company discontinued its operations with Memcine Pharmaceuticals. As part of the discontinuation, the Company sold it 100% of its rights including the non-controlling interest in Memcine. 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, 2016 and 2015, the dilutive effect of 153,771 and 655,200 options, and 3,414,600 and 1,385,000 warrants, 0 and 2,053,132 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 $313,333 and $253,231 cash equivalents at December 31, 2016 and 2015, respectively. 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 FDIC. As of December 31, 2016, the Company had cash balances of $53,283 that were uninsured. Foreign exchange and currency translation For the years ended December 31, 2016 and 2015, 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. 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. 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. Property and Equipment Property and 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 3-10 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 year ended December 31, 2016, the Company has evaluated and recorded no impairment to the Company's intangible 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 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 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 There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company's operations, financial position or cash flows.

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
NOTE 3. GOING CONCERN	The Company is an early stage company and as such has not generated revenues from operations and there is no assurance of any future revenues. 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, 2016, the Company has an accumulated deficit of $35,369,670 and has a working capital deficit of $4,956,319. 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.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
NOTE 4. DISCONTINUED OPERATIONS	Memcine On June 2, 2015, the Company acquired 82.25% of the ownership in Memcine for $30,000. The following table summarizes the allocation of the purchase price to the net assets acquired: Fair value at June 2, 2015 Cash $ 27,071 Property, plant and equipment 18,071 IPR&D 212,541 Total assets 257,683 Accounts payable and accrued liabilities (854 ) Deferred liabilities (220,465 ) Total liabilities (221,319 ) Net assets acquired $ 36,364 The Company recorded the 17.75% non-controlling interest in Memcine at a fair value of $6,364. On October 12, 2016 the Company terminated its interests in Memcine pursuant to a Termination Agreement with Memcine, the University of Iowa Research Foundation, and Dr. Tony Vanden Bush. The Company has reclassified the results from operations of Memcine to discontinued operations. The following table summarizes the results of the Memcine business included in the consolidated statement of income as discontinued operations: 2016 2015 Sales $ - $ - General and administrative expenses 48,986 90,437 Depreciation 1,311 829 Research & development 125,652 55,237 Impairment of long-lived asset - 212,541 Income before taxes (175,949 ) (359,044 ) Income taxes - - Results from discontinued operations (175,949 ) (359,044 ) Gain from disposal of discontinued operations 229,055 - Net income (loss) from discontinued operations $ 53,106 $ (359,044 ) The following table presents the assets and liabilities of Memcine classified as discontinued operations in the accompanying balance sheet as of December 31, 2015: 2015 Current assets of discontinued operations - Cash $ 46,688 Long-term assets of discontinued operations - Property, plant and equipment, net 20,194 Total assets of discontinued operations $ 66,882 Accounts payable $ 36,560 Accrued liabilities 42,316 Deferred liabilities 220,465 Current liabilities of discontinued operations $ 299,341 Non-transferable balance sheet positions, such as intercompany payables of $299,574 as of October 12, 2016 were considered forgiven and netted against the gain on the disposal.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
NOTE 5. PROPERTY AND EQUIPMENT	Property and equipment consisted of the following: Description Useful lives (years) December 31, 2016 December 31, 2015 Computers 5 $ 9,620 $ 5,221 Software 3 761 – Furniture 5 1,200 – Equipment 10 9,000 9,000 Subtotal 20,581 14,221 Less accumulated depreciation (7,426 ) (2,701 ) Property and equipment, net $ 13,155 $ 11,520

NOTES RECEIVABLE

NOTES RECEIVABLE	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
NOTE 6. NOTES RECEIVABLE	During 2016, the Company made two investments in SOLX, Inc. (“SOLX”), a private company that develops innovative surgical technologies to treat refractory glaucoma and preserve vision. The Company purchased $200,000 and $800,000 in Senior Convertible Promissory notes, maturing October 1, 2017. The notes carry an interest rate of 10%. No periodic interest payments will be made, however upon maturity the principal balance and the accrued interest will be paid unless converted to equity. On a fully converted basis, the principal represents about a 10% interest in SOLX. Of the 10% interest, 3% has been assigned to K4 Enterprises, LLC (“K4”).

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Note 7 - NOTES PAYABLE	During the year ended December 31, 2015, the Company issued convertible notes to various investors in the principal amount of $300,000. The convertible notes accrues interest on the principal amount at a rate of Citibank Prime Rate plus six percent. The convertible notes convert into shares of common stock of the Company in certain instances as discussed below. Upon the closing of a Qualified Financing, defined as the issuance of equity securities to one or more investor in the amount of $2,000,000 or more of gross cash proceeds, of any conversion of outstanding securities (“Qualified Financing”), the Company will issue warrants to each noteholder equal to 33.3% of the shares of common stock issuable thereunder, at an exercise price equal to 110% of the price offered in the Qualified Financing. Such warrants shall have a term of three years. The conversion features of the Notes are as follows: · Upon the occurrence of a Qualified Financing within six months from the date of issuance, the note automatically converts, without any further action by the holder, into shares of common stock of the Company at a 35% discount to the pre-money valuation at the time of such Qualified Financing. · Upon the occurrence of a Qualified Financing within six and twelve months from the date of issuance, the note automatically converts, without any further action by the holder, into shares of common stock of the Company at a 75% discount to the pre-money valuation at the time of such Qualified Financing. · The Holder has the further right to convert the full principal amount of the note prior to a Qualified Financing and after the three-month anniversary of the issuance of the note, at a price equal to the lower of $0.75 or the average price of the common stock of the Company during the 20 consecutive trading days immediately prior to such conversion. Due to the structure of the agreements and some of the terms contained therein, the Company determined that the issuance of these convertible notes resulted in derivative liability. The Company utilized a Black-Scholes option-pricing model and recorded a derivative liability in the amount of $278,482 related to these convertible notes for the year ended December 31, 2015. During the three months ended March 31, 2016, the Company entered into subscription agreements with certain individuals and entities for purchase of an aggregate of $550,000 principal amount of convertible notes. During the year ended December 31, 2016, the Company settled $155,000 of debt with a note holder by issuing $100,000 and $50,000 of common stock. The Company recorded a gain on settlement of debt in the amount of $107,824. As of December 31, 2016, due to the statute of limitations, the Company wrote-off a note payable owed to a third party in the amount of $60,000. The Company also recorded a gain on settlement of debt in the amount of $60,000 related to the write-off of this debt. For the year ended December 31, 2016, the Company entered into a special conversion offer with nine holders of the convertible notes above to convert the aggregate amount of $850,000 and accrued interest of $32,300 into 3,317,971 shares of common stock, fair valued at $1,161,290. The conversion price was $0.3575, based on the terms of the notes. The Company also recorded a gain on extinguishment of debt and related derivative liability in the amount of $341,130 and $488,221 as contributed capital. In addition, prior to the conversion discussed above, the Company recorded a change in fair value of the derivative liability in the amount of $78,159 related to the $850,000 convertible notes. During 2016, the Company conducted a private placement and issued convertible notes in the aggregate principal amount of $1,382,000, which bear interest at the rate of 7.5% per annum. The notes are convertible into shares of common stock of the Company at a price per share equal to 90% of the closing bid price of the common stock during the 20 consecutive trading days immediately preceding such conversion. The notes mature 24 months after issuance, if not converted prior to the maturity date, the notes automatically convert into shares of common stock of the Company at a per share price equal to 80% of the closing bid price of the common stock of the Company during the 20 consecutive trading days immediately preceding the maturity date. The holders of the notes will receive, in the aggregate, pro rata based on investment, a total of five percent of the revenues of Caretta Therapeutics, LLC during the years ended December 31, 2017, 2018, 2019 and 2020. The investors also received a warrant to purchase that number of shares equal to 30% of the amount invested, for a period of two years, at an exercise price per share equal to 110% of the closing bid price of the common stock of the Company on the six month anniversary of the date of issuance of such warrant. During the year ended December 31, 2016, the Company recorded $1,817,315 and $713,442 of derivative liability and royalty liability, respectively, associated with these convertible notes. In addition, the Company also recorded debt discount related to the relative fair value of the warrants in the amount of $156,552. As of December 31, 2016, these convertible notes were converted into 2,704,005 shares of common stock fair valued at 2,673,443. The Company also recorded a gain on extinguishment of debt and related derivative liability in the amount of $411,995. On October 16, 2016, pursuant to a series of transactions, a Convertible Note (dated December 31, 2015) in the principal amount of $2.5 million issued by the Company to K4, an entity owned by John M. Krohn, President, Chief Operating Officer and Director of the Company, was cancelled and replaced with a new Amended and Restated Convertible Note (“Amended Note”) in the principal amount of $2.5 million. The material terms of the Amended Note include: interest at the rate of 8% per annum, which shall begin to accrue on January 1, 2017; Company may prepay the Amended Note (a) on or before December 31, 2017, with the consent of K4, which consent cannot be unreasonably withheld, for such purposes, including but not limited to a Nasdaq listing of the Company’s securities, or as a condition to an equity financing, and (b) at any time after December 31, 2017 upon 30 days written notice by the Company to K4. The principal amount and interest may be converted into shares of common stock of the Company at a discount of 15% of the average price of the common stock of the Company during the 20 consecutive trading days immediately prior to such conversion, but not less than $0.75; and the maturity date of the Amended Note is December 31, 2021. K4 waived repayment of a $700,000 loan. The Company agreed to issue 4,000,000 shares of common stock to K4, with standard restrictive legend. K4 agreed to terminate the following warrants: Issuance Date Expiration Date Exercise Price # Warrants / Shares 10/05/2013 10/05/2016 (1) $1.46 / share 160,000 10/05/2013 10/05/2017 $1.46 / share 160,000 10/05/2013 10/05/2018 $1.46 / share 160,000 12/31/2015 12/31/2018 $1.00 / share 300,000 12/31/2015 12/31/2018 $1.25 / share 200,000 _______ (1) The expired warrants were part of the amended debt negotiations and were reissued with a new expiration date. The Company issued warrants to K4 as set forth below: Expiration Date Exercise Price / Share # Warrants / Shares 12/31/2019 $1.46 320,000 12/31/2019 $1.00 300,000 12/31/2019 $1.25 200,000 12/31/2019 $1.46 160,000 12/31/2019 $1.00 500,000 As of December 31, 2016, the Company recorded the issuance of the 4,000,000 shares to K4 at fair value of $3,760,000, as more fully discussed in Note 11. The extinguishment of the $2.5 million and the $700,000 notes mentioned above resulted in the Company recording a loss on extinguishment in the amount of $3,134,507. On December 19, 2016, the Company issued a convertible note to K4 in the principal amount of $830,000; interest accrues at the rate of 6% per annum, and is convertible at the option of K4 into shares of common stock of the Company at a price equal to 70% of the average closing bid price of the common stock of the Company during the six months immediately prior to such conversion. The Company also issued K4 warrants to purchase 2,075,000 shares of the Company’s common stock at an exercise price of $1.20 per share until December 31, 2018. On December 16, 2016, the Company (i) issued 350,000 common membership units of its subsidiary Caretta Therapeutics, LLC to K4, (ii) issued 200,000 common membership units of its subsidiary Zika Therapeutics, LLC to K4, (iii) issued 200,000 common membership units of its subsidiary SMA Therapeutics and (iv) assigned to K4 30% of the distributions and income received by the Company from its investment in SOLX, Inc. On December 31, 2016, the Company issued a convertible note to K4 in the principal amount of $170,000, at the rate of 6% per annum, and is convertible at the option of K4 into shares of common stock of the Company at a price equal to 70% of the average closing bid price of the common stock of the Company during the six months immediately prior to such conversion. The Company also issued K4 warrants to purchase 425,000 shares of the Company’s common stock at an exercise price of $1.20 per share until December 31, 2018. In connection with the $170,000 and $830,000 convertible notes, the Company recorded debt discount of $472,450 related to the relative fair value of the attached warrants. The convertible notes resulted in a derivative liability in the amount of $1,970,694, of which the Company recorded additional debt discount of $527,550 and expensed the remainder of $1,443,144. Prior to conversion discussed below, the Company recorded a change in fair value of the derivative liability in the amount of $621,867 related to the $830,000 convertible note. As of December 31, 2016, K4 (pursuant to the terms of the respective instruments): (i) converted the $170,000 note, in its entirety, into 388,726 shares of common stock of the Company (at a price of $0.43733 per share) fair valued at $233,235, (ii) converted the entire Amended Note into 3,333,333 shares of common stock of the Company (at a price of $0.75 per share) fair valued at $2,500,000, and (iii) converted the entire $830,000 note into 1,897,896 shares of common stock of the Company (at a price of $0.43733 per share) fair valued at $1,138,737.

LINES OF CREDIT

LINES OF CREDIT	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
NOTE 8. LINES OF CREDIT	On April 4, 2014, the Company entered into a letter of credit (the "April Letter of Credit") with Denver Savings Bank in the principal amount of $752,325. The April Letter of Credit provides that the Company can borrow up to the aforementioned principal amount from the Denver Savings Bank until April 1, 2017. Interest accrues at the rate of 4.25% per year. Through December 31, 2016, the Company has drawn down on the full principal amount of the April Letter of Credit. The loan is repayable on demand, but if no demand is made, then quarterly payments of accrued interest calculated on the amount outstanding is due and payable. On July 29, 2014, the Company entered into a letter of credit (the "July Letter of Credit") with Denver Savings Bank in the principal amount of $250,975. The July Letter of Credit provides that the Company can borrow up to the aforementioned principal amount from the Bank until April 1, 2017. Interest accrues at the rate of 4.25% per year. To date, the Company has drawn down on the full principal amount of the July Letter of Credit. The loan is repayable on demand, but if no demand is made, then quarterly payments of accrued interest calculated on the amount outstanding is due and payable.

LEASES

LEASES	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
NOTE 9. LEASES	As of December 31, 2016, the Company has one lease agreement. On December 15, 2016, the Company entered into a commercial sublease with K-4 in Urbandale, Iowa, for a term of five years, commencing December 15, 2016, ending December 1, 2021, and automatically continuing on a year-to-year basis thereafter, unless terminated in accordance with the provisions thereof. Monthly rent is $1,314, which will increase by 2% annually, plus a proportionate share of expenses, which will initially be $800 per month.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
NOTE 10. INCOME TAXES	At December 31, 2016 and 2015, 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, 2016 and 2015, 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, 2016 and 2015, 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, 2016, the Company had a net operating loss carry forward of approximately $33.3 million, which will expire between years 2028 and 2036. 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 with American Exploration.

EQUITY

EQUITY	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
NOTE 11. EQUITY	The Company has authorized 3,000,000 shares of Series A 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. 2015 Issuances On January 5, 2015, the Company issued 33,334 shares of common stock for a subscription received in December 2014. The subscription consisted of 33,334 shares of common stock and 12,500 warrants to purchase one share of common stock for each warrant, for net cash proceeds of $25,000. The warrants have an exercise price of $1.25 per share and expire three years after the date of issuance. The relative fair value of the common stock was $13,702 and was recorded as a stock payable as of December 31, 2014. Warrants were issued during the year ended December 31, 2016. On January 9, 2015, the Company issued 102,000 shares to Jennifer Kopriva in settlement of stock payable owed as of December 31, 2014 for services. The shares had a fair value of $165,003 based on the market price on the date of grant. On January 9, 2015, the Company issued 55,000 shares to Rachel Pettit in settlement of stock payable owed as of December 31, 2014. The shares had a fair value of $91,000 based on the market price on the date of grant. On February 3, 2015, the Company issued 25,000 shares to Daniel Pettit for services. The shares were issued at $1.65 per share and recorded as share-based compensation of $41,250. 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 April 28, 2015, the Company issued 30,000 shares to Jared DeVries for interest on debt. The shares were issued at $1.25 per share and recorded as interest expense of $37,500. On April 28, 2015, the Company issued 2,600 shares to Rachael Pettit for services. The shares were issued at $1.25 per share and recorded as share-based compensation of $3,250. On June 6, 2015, the Company issued 25,000 shares to Daniel Pettit for services. The shares were issued at $1.25 per share and recorded as share-based compensation of $31,250. On July 10, 2015, the Company issued 500,000 to Sundrop Consulting in accordance with a consulting agreement. The shares were issued at $1.05 per share and recorded as share-based compensation of 525,000. On November 25, 2015, the Company issued 250,000 shares to the Community Foundation for Greater Des Moines as part of an agreement with Sundrop Consulting. The shares were issued in exchange for 1,000,000 warrants that were terminated. No additional expense was recorded as the fair value of the warrants exceeded the fair value of the common stock. On December 8, 2015, the Company issued 100,000 shares of the Company's common stock to the Company's CFO for services and recorded the shares at the fair value at the date of issuance recording the transaction as share-based compensation of $90,000. 2016 Issuances On January 11, 2016, a holder exercised warrants to purchase 100,000 shares of Common Stock. The exercise price was 60% of the average closing market price for the 20 consecutive trading days preceding the exercise date. Total proceeds received from the exercise was $55,140. The Company issued 25,000 shares on September 1, 2016 in settlement of a stock payable with a fair value of $21,500. The Company issued 1,707,944 shares of common stock for employee services in lieu of cash compensation in 2016. The table below details the issuances: Month Shares issued Fair Value at issue date April 780,000 $ 377,500 August 25,000 19,750 September 50,000 33,250 October 127,944 97,310 December 725,000 471,250 Total 1,707,944 $ 999,060 The Company issued 278,108 shares of common stock for vendor services in accordance with a vendor agreement. The fair value of the common stock at issuance was $96,782 and has been recorded as a marketing expense. In September 2016, the Company entered into a termination agreement in which 100,000 options to purchase common stock were terminated for the issuance of 50,000 shares of common stock. The fair value of the options on the termination date was $36,318 and the shares had a fair value of $40,250. The Company recorded a loss on options exchanged for common stock with third parties in the amount of $3,933. In December 2016, the Company entered into exchange agreements with employees, consultants and directors of the Company to exchange 2,650,000 options, granted under the 2015 equity incentive plan, for 466,000 shares of common stock. The fair value of the options on the exchange date was $831,938 and the shares had a fair value of $302,900. The Company recorded stock compensation of $831,938, a loss on options exchanged for common stock with related parties and a gain on options exchanged for common stock with third parties of $494,395. The Company also recorded $34,644 as contributed capital related stock exchanged for related party options. For the year ended December 31, 2016, the Company recorded amortization of stock options in the amount of $1,484,078, related to the options issued under the 2015 equity incentive plan. As discussed in Note 7, for the year ended December 31, 2016, the Company entered into a special conversion offer with nine holders of convertible notes in the aggregate amount of $850,000 and accrued interest of $32,300. Eight of the note holders converted an aggregate of $400,000 of debt and $15,200 of accrued interest into an aggregate of 1,561,398 shares of common stock, fair valued at $546,489. The conversion price was $0.3575, based on the terms of the notes. The Company also recorded $48,701 as contributed capital. As discussed in Note 7, during 2016, the Company conducted a private placement and issued convertible notes in the aggregate principal amount of $1,382,000. The Company also issued 414,600 warrant to purchase common stock as debt inducement, the relative fair value of the warrants was $156,552. As of December 31, 2016, these convertible notes were converted into 2,704,005 shares of common stock fair valued at $2,673,443. The Company recorded $117,588 as contributed capital. As discussed in Note 7, the Company issued 4,000,000 shares of common stock in connection with the extinguishment of $3,200,000 of debt to K4 during 2016, total fair value of shares issued was $3,760,000. The Company issued an aggregate of 1,480,000 warrants to purchase share of common stock as debt inducement, the total relative fair value of the issued warrants was $889,923. The Company also recorded additional debt discount of $1,556,589 for the beneficial conversion feature pursuant to the terms of the Amended and Restated Convertible Note. Transaction with K4 Enterprises, LLC. As discussed in Note7, for the year ended December 31, 2016, the Company entered into a special conversion offer with nine holders of convertible notes in the aggregate amount of $850,000 and accrued interest of $32,300. K4, one of the nine note holders, converted $450,000 of debt and $17,100 of accrued interest into 1,756,573 shares of common stock, fair valued at $614,801. The conversion price was $0.3575, based on the terms of the notes. The Company also recorded $439,520 as contributed capital. During 2016, the Company issued convertibles in the amounts of $170,000 and $830,000 to K4 (Note 7). The Company issued K4 2,500,000 warrants to purchase common stock as debt inducement with these convertible notes, relative fair value of the warrants was $472,450. For the year ended December 31, 2016, K4 (pursuant to the terms of the respective instruments): (i) converted the $170,000 note into 388,726 shares of common stock of the Company (at a price of $0.43733 per share), fair valued at $233,235, (ii) converted the entire $830,000 note into 1,897,896 shares of common stock of the Company (at a price of $0.43733 per share), fair valued at $1,138,738, and (iii) converted the entire $2.5 million Amended Note into 3,333,333 shares of common stock of the Company (at a price of $0.75 per share), fair valued at $2,500,000. The Company recorded $976,854 as contributed capital related to the extinguishment of the $170,000 and $830,000 debt and related derivative liabilities with K4. As of December 31, 2016, the Company has not issued the aggregate of 5,619,955 shares discussed above to K4. The Company recorded stock payable to K4 in the amount of $3,871,973 related to these shares. On December 16, 2016, the Company (i) issued 350,000 common membership units of its subsidiary Caretta Therapeutics, LLC to K4 for proceeds of $350,000, (ii) issued 200,000 common membership units of its subsidiary Zika Therapeutics, LLC to K4 for proceeds of $20,000, (iii) issued 200,000 common membership units of its subsidiary SMA Therapeutics for proceeds of $20,000. The Company recorded a total of $390,000 in non-controlling interest in these subsidiaries during the year ended December 31, 2016. 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 in 2013, issued and exchanged 5,200 stock options to individuals who previously held stock options in American Exploration. 2015 Equity Incentive Plan On November 25, 2015, the Company authorized the Spotlight Innovation, Inc. 2015 Equity Incentive Plan (the "2015 Plan") The total number of shares which may be issued under 2015 Plan shall not exceed the 3,600,000 Shares. The shares covered by the portion of any grant under the 2015 Plan which expires unexercised shall become available again for grant under the 2015 Plan. In November 2015, the Company granted incentive stock options and non-qualified stock options to acquire an aggregate of 2,600,000 shares of the Company's common stock under the Company's 2015 Plan to various officers and consultants of the Company. The options have exercise prices of $1.10 to $1.21. Each option was granted under a three-year vesting term, 25% upon grant, and 25% on each of the first, second and third anniversary of grant date. Of the 2,600,000 options granted, 150,000 were issued to an executive officer and the remaining 2,450,000 were issued to certain consultants of the Company. The fair value of these options $2,382,078. 2016 Equity Incentive Plan On December 13, 2016, the Company adopted the Spotlight Innovation Inc. 2016 Equity Incentive Plan (the “2016 Plan”) and reserved 5,000,000 shares of common stock under the 2016 Plan. On December 23, 2016, the Company issued an aggregate of 231,000 shares of its common stock pursuant to the 2016 Plan, in exchange for options to purchase 300,000 shares of the common stock as follows: Name Number of Shares issued Number of Option Shares that were canceled as a result of the exchange John Krohn (Our President, COO and a Director) 108,000 75,000 Craig Lang (A Director) 108,000 75,000 Cristopher Grunewald (Our CEO) 15,000 150,000 Total 231,000 300,000 On December 23, 2016, the Company granted to John William Pim, the Company’s Chief Financial Officer 125,000 shares of the Company’s common stock, valued at $81,250 pursuant to the 2016 Plan. The Company also issued an aggregate of 235,000 shares of common stock pursuant to the 2016 Plan to certain non-executive officers and consultants of the Company in exchange for options to purchase an aggregate of 2,350,000 shares of the Company’s common stock originally issued pursuant to the 2015 Plan. Fair Value The fair value of each option award is estimated on the date of grant using a Black-Scholes valuation model that uses the assumptions noted in the following table. 2015 Equity Incentive Plan 2016 Equity Incentive Plan Expected Volatility 142.16 % 301-320 % Expected Dividends $ 0 0 Expected Term in years 3 3-4 The weighted-average grant-date fair value of options granted in 2016 is $0.54. Summary Stock Option Activity A summary of the stock option activity for the years ended December 31, 2016 and 2015 is presented below: Options Weighted-Average Exercise Price Outstanding December 31, 2014 5,200 $ 359.04 Granted 2,600,000 1.11 Exercised - - Expired/Forfeited - - Outstanding December 31, 2015 2,605,200 $ 1.82 Granted 448,571 0.54 Exercised - - Expired/Forfeited 2,900,000 1.06 Outstanding December 31, 2016 153,771 $ 12.48 Exercisable December 31, 2016 153,771 12.48 The following table provides information as of December 31, 2016 regarding shares authorized for issuance under our equity compensation plans, including individual compensation arrangements. Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding column (a)) Equity Compensation Plans Approved by Security Holders 3,605,200 $ 3.95 5,050,000 Equity Compensation Plans Not Approved by Security Holders 1,364,171 1.40 - Total 4,969,371 $ 2.77 5,050,000 Warrants During the year ended December 31, 2016, the Company issued warrants to purchase 414,600 shares of common stock. These warrants were issued in connection with the Company’s private placement conducted during the year ended December 31, 2016. These warrants have an exercise price equal to the closing price of the common stock of the Company on the six-month issuance thereof. The relative fair value of the warrants based on the Black-Scholes model was $156,552. During the year ended December 31, 2016, the Company issued warrants to purchase 2,500,000 shares of common stock. These warrants were issued in connection with the Company’s convertible notes to K4 of $170,000 and $830,000 during the year ended December 31, 2016. These warrants have an exercise price equal to $1.20 per share. The relative fair value of the warrants based on the Black-Scholes model was $472,450. During the year ended December 31, 2016, the Company issued warrants to purchase 1,480,000 shares of common stock. These warrants were issued in connection with the Company’s Amended and Restated Convertible Note dated October 18, 2016. These warrants have an exercise price equal ranging from $1.00 to $1.46 in accordance with the terms of the agreement. The relative fair value of the warrants based on the Black-Scholes model was $889,923. The fair value of the above 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 0.0% to 1.40%; ii) expected terms ranging from 0 to 5.00 years; iii) expected volatility ranging from 0% to 323.01%; iv) zero expected dividends and v) stock price of $0.64 to $1.48. A summary of the warrant activity for the years ended December 31, 2016 and 2015 is presented below: Warrants Weighted-Average Exercise Price Outstanding December 31, 2014 2,226,671 $ 1.10 Granted 2,839,620 1.25 Exercised Expired/forfeited (3,054,620 ) 1.11 Outstanding at December 31, 2015 2,011,671 1.29 Granted 4,394,600 1.19 Exercised (100,000 ) 1.68 Expired/forfeited/terminated (480,000 ) 1.46 Outstanding December 31, 2016 5,826,271 $ 1.19 Exercisable December 31, 2016 5,826,271 $ 1.19 The weighted average remaining contractual term of the outstanding warrants and exercisable warrants as of December 31, 2016 is 1.56 years.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Note 12. RELATED PARTY TRANSACTIONS	John M. Krohn, President, Chief Operating Officer and Director of the Company, is a 50% owner of K4. As disclosed in Note 7, the Company has entered into several financing agreements with K4. As disclosed in Note 9, the Company entered into a Sublease with K4, to occupy the current offices of the Company. On December 16, 2016, the Company (i) issued K4 350,000 common membership units of its subsidiary Caretta Therapeutics, LLC, (ii) issued K4 200,000 common membership units of its subsidiary Zika Therapeutics, LLC, (iii) issued K4 200,000 common membership units of its subsidiary SMA Therapeutics, LLC and (iv) assigned to K4 30% of the distributions and income received by the Corporation from its investment in SOLX, Inc. On October 5, 2016, Caretta entered into a license agreement with Dr. Paul Reid, of Celtic Biotech, Iowa. On August 31, 2016, Mr. Arthur purchased a convertible note in the principal amount of $20,000 from the Company, in a private placement, and received a warrant to purchase 6,000 shares of the Company’s common stock. These warrants have an exercise price equal to the closing price of the Company common stock of the six-month issuance thereof. The material terms of the note are: · At any time prior to the maturity date, the note is convertible into shares of common stock of the Company at a price per share equal to 90% of the closing bid price of the common stock during the 20 consecutive trading days immediately preceding such conversion. · Interest will accrue at 7.5% computed on a 365-day basis. Interest is payable upon conversion of the convertible note at the applicable conversion price. In December 2016, Mr. Arthur converted the note in its entirety into 54,054 shares of the Company’s common stock. The warrant issued to Mr. Arthur provides for the issuance of warrants to purchase 6,000 shares of common stock of the Company at an exercise price of $0.497, 110% of the closing bid price of the common stock of the Company on the six- month anniversary of the issuance date of the convertible note. In connection with the issuance of the notes, Caretta Therapeutics, LLC (a subsidiary of the Company) entered into a Royalty Agreement with Mr. Arthur and Dr. Agarwal pursuant to which Mr. Arthur and Dr. Agarwal will receive a pro rata share of a royalty during the years ended 2017, 2018, 2019 and 2020 of the Company’s subsidiary Caretta Therapeutics, LLC as follows: · Aggregate of 5% of net revenue. · Net revenues defined as gross revenues, minus all license/royalty fees and cost of goods sold. · Royalties will cease once investor has received two times the amount invested in the respective note. As of December 31, 2016, the Company has a demand note with K4 in the amount of $132,251. There are no formal payment terms, this loan is payable upon demand.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Note 13. SUBSEQUENT EVENTS	On January 10, 2017, the Company entered into an employment agreement with Cristopher Grunewald pursuant to which he is continuing to serve as the Company’s Chief Executive Officer, at a salary of $180,000 per annum. The agreement shall continue until the second anniversary thereof, unless terminated earlier pursuant to the agreement. Mr. Grunewald’s employment may be terminated by either the Company or by Mr. Grunewald at any time and for any reason; provided that, unless otherwise provided in the agreement, either party shall be required to give the other party at least 30 days advance written notice of any termination of Mr. Grunewald’s employment. In the event that Mr. Grunewald’s employment is terminated Without Cause by the Company or by Mr. Grunewald for Good Reason (as these terms are defined in the agreement) or subject to the terms of the agreement as a result of a Change in Control (as defined in the agreement), Mr. Grunewald shall be entitled to monthly payments equal to 12 months’ salary for the year in which the termination occurred as well as to receive payment for any accrued amounts (as defined in the agreement). On January 13, 2017, the Company issued an aggregate of 1,235,000 shares of its common stock, valued at $802,750 pursuant to the 2016 Plan to non-executive officers and consultants of the Company. Subsequent to December 31, 2016, K4 has loaned the Company an additional $475,000. There are no formal payment terms, this loan is payable upon demand. There is no stated interest rate. During 2017, the Company has accepted subscriptions for $380,000 of convertible notes in the Private Placement (See Note 7 above).

SUMMARY OF SIGNIFICANT ACCOUN20

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2016
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 Memcine and share-based compensation.
Principles of Consolidation	The consolidated financial statements include the Company's accounts, including those of the Company's subsidiaries. Accordingly, the Company has consolidated CBL, Celtic Iowa, CDT (Suspended), Caretta, Zika, and SMA. All significant intercompany accounts and transactions have been eliminated.
Non-Controlling Interest	The Company is required to report its non-controlling interest in all subsidiaries 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. In the fourth quarter of 2016 the Company discontinued its operations with Memcine Pharmaceuticals. As part of the discontinuation, the Company sold it 100% of its rights including the non-controlling interest in Memcine.
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, 2016 and 2015, the dilutive effect of 153,771 and 655,200 options, and 3,414,600 and 1,385,000 warrants, 0 and 2,053,132 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 $313,333 and $253,231 cash equivalents at December 31, 2016 and 2015, respectively. 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 FDIC. As of December 31, 2016, the Company had cash balances of $53,283 that were uninsured.
Foreign exchange and currency translation	For the years ended December 31, 2016 and 2015, 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. 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. 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.
Property and Equipment	Property and 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 3-10 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 year ended December 31, 2016, the Company has evaluated and recorded no impairment to the Company's intangible 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 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 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	There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company's operations, financial position or cash flows.

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables) - Memcine [Member]	12 Months Ended
	Dec. 31, 2016
Summarizes of net assets acquired	The following table summarizes the allocation of the purchase price to the net assets acquired: Fair value at June 2, 2015 Cash $ 27,071 Property, plant and equipment 18,071 IPR&D 212,541 Total assets 257,683 Accounts payable and accrued liabilities (854 ) Deferred liabilities (220,465 ) Total liabilities (221,319 ) Net assets acquired $ 36,364
Disposal Groups, Including Discontinued Operations	The following table summarizes the results of the Memcine business included in the consolidated statement of income as discontinued operations: 2016 2015 Sales $ - $ - General and administrative expenses 48,986 90,437 Depreciation 1,311 829 Research & development 125,652 55,237 Impairment of long-lived asset - 212,541 Income before taxes (175,949 ) (359,044 ) Income taxes - - Results from discontinued operations (175,949 ) (359,044 ) Gain from disposal of discontinued operations 229,055 - Net income (loss) from discontinued operations $ 53,106 $ (359,044 ) The following table presents the assets and liabilities of Memcine classified as discontinued operations in the accompanying balance sheet as of December 31, 2015: 2015 Current assets of discontinued operations - Cash $ 46,688 Long-term assets of discontinued operations - Property, plant and equipment, net 20,194 Total assets of discontinued operations $ 66,882 Accounts payable $ 36,560 Accrued liabilities 42,316 Deferred liabilities 220,465 Current liabilities of discontinued operations $ 299,341

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2016
Property And Equipment Tables
Property and Equipment	Property and equipment consisted of the following: Description Useful lives (years) December 31, 2016 December 31, 2015 Computers 5 $ 9,620 $ 5,221 Software 3 761 – Furniture 5 1,200 – Equipment 10 9,000 9,000 Subtotal 20,581 14,221 Less accumulated depreciation (7,426 ) (2,701 ) Property and equipment, net $ 13,155 $ 11,520

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables) - K4 Enterprise, LLC [Member]	12 Months Ended
	Dec. 31, 2016
Convertible note warrants termination	K4 agreed to terminate the following warrants: Issuance Date Expiration Date Exercise Price # Warrants / Shares 10/05/2013 10/05/2016 (1) $1.46 / share 160,000 10/05/2013 10/05/2017 $1.46 / share 160,000 10/05/2013 10/05/2018 $1.46 / share 160,000 12/31/2015 12/31/2018 $1.00 / share 300,000 12/31/2015 12/31/2018 $1.25 / share 200,000 _______ (1) The expired warrants were part of the amended debt negotiations and were reissued with a new expiration date.
Convertible notes warrants issued	The Company issued warrants to K4 as set forth below: Expiration Date Exercise Price / Share # Warrants / Shares 12/31/2019 $1.46 320,000 12/31/2019 $1.00 300,000 12/31/2019 $1.25 200,000 12/31/2019 $1.46 160,000 12/31/2019 $1.00 500,000

EQUITY (Tables)

EQUITY (Tables)	12 Months Ended
	Dec. 31, 2015
Stock Option [Member]
Schedule of common stock for employee services	The Company issued 1,707,944 shares of common stock for employee services in lieu of cash compensation in 2016. The table below details the issuances: Month Shares issued Fair Value at issue date April 780,000 $ 377,500 August 25,000 19,750 September 50,000 33,250 October 127,944 97,310 December 725,000 471,250 Total 1,707,944 $ 999,060
Schedule of exchange for options to purchase	On December 23, 2016, the Company issued an aggregate of 231,000 shares of its common stock pursuant to the 2016 Plan, in exchange for options to purchase 300,000 shares of the common stock as follows: Name Number of Shares issued Number of Option Shares that were canceled as a result of the exchange John Krohn (Our President, COO and a Director) 108,000 75,000 Craig Lang (A Director) 108,000 75,000 Cristopher Grunewald (Our CEO) 15,000 150,000 Total 231,000 300,000
Estimated value of option	The fair value of each option award is estimated on the date of grant using a Black-Scholes valuation model that uses the assumptions noted in the following table. 2015 Equity Incentive Plan 2016 Equity Incentive Plan Expected Volatility 142.16 % 301-320 % Expected Dividends $ 0 0 Expected Term in years 3 3-4
Summary of stock option activity	A summary of the stock option activity for the years ended December 31, 2016 and 2015 is presented below: Options Weighted-Average Exercise Price Outstanding December 31, 2014 5,200 $ 359.04 Granted 2,600,000 1.11 Exercised - - Expired/Forfeited - - Outstanding December 31, 2015 2,605,200 $ 1.82 Granted 448,571 0.54 Exercised - - Expired/Forfeited 2,900,000 1.06 Outstanding December 31, 2016 153,771 $ 12.48 Exercisable December 31, 2016 153,771 12.48
Summary of equity compensation plans	The following table provides information as of December 31, 2016 regarding shares authorized for issuance under our equity compensation plans, including individual compensation arrangements. Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding column (a)) Equity Compensation Plans Approved by Security Holders 3,605,200 $ 3.95 5,050,000 Equity Compensation Plans Not Approved by Security Holders 1,364,171 1.40 - Total 4,969,371 $ 2.77 5,050,000
Warrant [Member]
Summary of stock option activity	A summary of the warrant activity for the years ended December 31, 2016 and 2015 is presented below: Warrants Weighted-Average Exercise Price Outstanding December 31, 2014 2,226,671 $ 1.10 Granted 2,839,620 1.25 Exercised Expired/forfeited (3,054,620 ) 1.11 Outstanding at December 31, 2015 2,011,671 1.29 Granted 4,394,600 1.19 Exercised (100,000 ) 1.68 Expired/forfeited/terminated (480,000 ) 1.46 Outstanding December 31, 2016 5,826,271 $ 1.19 Exercisable December 31, 2016 5,826,271 $ 1.19

DESCRIPTION OF BUSINESS AND B25

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative)	12 Months Ended
	Dec. 31, 2016
State or Country of incorporation	Nevada
Date of incorporation	Mar. 23, 2012
Ownership percentage	82.25%
Memcine Pharmaceuticals, Inc. [Member]
Ownership percentage	82.25%

SUMMARY OF SIGNIFICANT ACCOUN26

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Cash	$ 313,333	$ 313,333	$ 253,231	$ 9,068
Cash, uninsured balance	$ 53,283	53,283
Fair value of acquired indefinite-lived assets		$ 6,977,347
Memcine Pharmaceuticals, Inc. [Member]
Ownership percentage, sold	100.00%
Warrant [Member]
Dilutive effect of options to purchase		3,414,600	1,385,000
Stock Option [Member]
Dilutive effect of options to purchase		153,771	655,200
Stock Option [Member] | Warrant [Member]
Common shares issuable upon conversion of convertible debt	0	0	2,053,132
Minimum [Member]
Estimated useful lives of the assets		3 years
Maximum [Member]
Estimated useful lives of the assets		10 years

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Going Concern Details Narrative
Accumulated net losses	$ (35,369,670)	$ (18,643,652)
Working capital deficit	$ 4,956,319

DISCONTINUED OPERATIONS (Detail

DISCONTINUED OPERATIONS (Details)	Jun. 02, 2015USD ($)
Discontinued Operations Details
Cash	$ 27,071
Property, plant and equipment	18,071
IPR&D	212,541
Total assets	257,683
Accounts payable and accrued liabilities	(854)
Deferred liabilities	(220,465)
Total liabilities	(221,319)
Net assets acquired	$ 36,364

DISCONTINUED OPERATIONS (Deta29

DISCONTINUED OPERATIONS (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Research & development	$ 232,798	$ 274,894
Net income (loss) from discontinued operations	53,106	(359,044)
Memcine [Member]
Sales
General and administrative expenses	48,986	90,437
Depreciation	1,311	829
Research & development	125,652	55,237
Impairment of long-lived asset		212,541
Income before taxes	(175,949)	(359,044)
Income taxes
Results from discontinued operations	(175,949)	(359,044)
Gain from disposal of discontinued operations	229,055
Net income (loss) from discontinued operations	$ 53,106	$ (359,044)

DISCONTINUED OPERATIONS (Deta30

DISCONTINUED OPERATIONS (Details 2) - Memcine [Member]	Dec. 31, 2015USD ($)
Current assets of discontinued operations - Cash	$ 46,688
Long-term assets of discontinued operations - Property, plant and equipment, net	20,194
Total assets of discontinued operations	66,882
Accounts payable	36,560
Accrued liabilities	42,316
Deferred liabilities	220,465
Current liabilities of discontinued operations	$ 299,341

DISCONTINUED OPERATIONS (Deta31

DISCONTINUED OPERATIONS (Details Narrative) - USD ($)	Oct. 12, 2016	Dec. 31, 2016
Discontinued Operations Details Narrative
Business Acquisition, Name of Acquired Entity		Memcine
Business Acquisition, Date of Acquisition		Jun. 2, 2015
Business Acquisition, Percentage		82.25%
Business Acquisition, Cost		$ 30,000
Noncontrolling Interest, Ownership Percentage by Parent		17.75%
Business Combination, Fair Value		$ 6,364
Gain loss on disposal	$ 299,574

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Subtotal	$ 20,581	$ 14,221
Less accumulated depreciation	(7,426)	(2,701)
Property and equipment, net	13,155	11,520
Computers [Member]
Subtotal	$ 9,620	5,221
Useful lives (years)	5 years
Software [Member]
Subtotal	$ 761
Useful lives (years)	3 years
Furniture [Member]
Subtotal	$ 1,200
Useful lives (years)	5 years
Equipment [Member]
Subtotal	$ 9,000	$ 9,000
Useful lives (years)	10 years

NOTES RECEIVABLE (Details Narra

NOTES RECEIVABLE (Details Narrative)	1 Months Ended	12 Months Ended
	Aug. 31, 2016	Dec. 31, 2016USD ($)Integer
Interest rate	7.50%
Number of investment | Integer		2
Promissory Note One [Member]
Senior Convertible notes payable		$ 200,000
Maturity date		Oct. 1, 2017
Interest rate		10.00%
Promissory Note Two [Member]
Senior Convertible notes payable		$ 800,000
Maturity date		Oct. 1, 2017
Interest rate		10.00%
K4 Enterprise, LLC [Member]
Principal amount, percentage		3.00%
SOLX, INC [Member]
Principal amount, percentage		10.00%

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - K4 Enterprise, LLC [Member]	12 Months Ended
	Dec. 31, 2016$ / sharesshares
Termination One [Member]
Issuance Date	Oct. 5, 2013
Expiration Date	Oct. 5, 2016	[1]
Exercise Price | $ / shares	$ 1.46
Warrants / Shares | shares	160,000
Termination Two [Member]
Issuance Date	Oct. 5, 2013
Expiration Date	Oct. 5, 2017
Exercise Price | $ / shares	$ 1.46
Warrants / Shares | shares	160,000
Termination Three [Member]
Issuance Date	Oct. 5, 2013
Expiration Date	Oct. 5, 2018
Exercise Price | $ / shares	$ 1.46
Warrants / Shares | shares	160,000
Termination Four [Member]
Issuance Date	Dec. 31, 2015
Expiration Date	Dec. 31, 2018
Exercise Price | $ / shares	$ 1
Warrants / Shares | shares	300,000
Termination Five [Member]
Issuance Date	Dec. 31, 2015
Expiration Date	Dec. 31, 2018
Exercise Price | $ / shares	$ 1.25
Warrants / Shares | shares	200,000
[1]	The expired warrants were part of the amended debt negotiations and were reissued with a new expiration date.

NOTES PAYABLE (Details 1)

NOTES PAYABLE (Details 1) - K4 Enterprise, LLC [Member]	12 Months Ended
	Dec. 31, 2016$ / sharesshares
Warrant One [Member]
Expiration Date	Dec. 31, 2019
Exercise Price | $ / shares	$ 1.46
Warrants / Shares | shares	320,000
Warrant Two [Member]
Expiration Date	Dec. 31, 2019
Exercise Price | $ / shares	$ 1
Warrants / Shares | shares	300,000
Warrant Three [Member]
Expiration Date	Dec. 31, 2019
Exercise Price | $ / shares	$ 1.25
Warrants / Shares | shares	200,000
Warrant Four [Member]
Expiration Date	Dec. 31, 2019
Exercise Price | $ / shares	$ 1.46
Warrants / Shares | shares	160,000
Warrant Five [Member]
Expiration Date	Dec. 31, 2019
Exercise Price | $ / shares	$ 1
Warrants / Shares | shares	500,000

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended				12 Months Ended
	Dec. 31, 2016	Dec. 19, 2016	Dec. 16, 2016	Oct. 16, 2016	Dec. 31, 2016	Dec. 31, 2015	Mar. 31, 2016
Principal amount	$ 850,000				$ 850,000	$ 300,000	$ 550,000
Issuance of equity securities						$ 2,000,000
Stock issuable percentage						33.30%
Exercise price percentage						110.00%
Warrants Term						3 years
Discount rate note conversion within six month						35.00%
Discount rate note conversion within six and twelve months						75.00%
Derivative liability						$ 278,482
Settlement of of debt	155,000				155,000
Gain on settlement of debt					167,824
Stock payable	3,921,973				3,921,973	$ 26,250
Write-off of note payable	60,000				60,000
Accrued interest	$ 32,300				$ 32,300
Converted shares					3,317,971
Fair value of converted shares					$ 1,161,290
Conversion price	$ 0.3575				$ 0.3575
Gain(Loss) on extinguishment of debt					$ 341,130
Change in fair value of the derivative liability	$ 78,159				78,159
Debt instrument conversion description						The Holder has the further right to convert the full principal amount of the note prior to a Qualified Financing and after the three-month anniversary of the issuance of the note, at a price equal to the lower of $0.75 or the average price of the common stock of the Company during the 20 consecutive trading days immediately prior to such conversion
Contributed capital related stock exchange	488,221				488,221
Original Debt [Member]
Gain on settlement of debt					107,824
Write-off [Member]
Gain on settlement of debt					60,000
Private Placement [Member]
Principal amount	1,382,000				1,382,000
Derivative liability	1,817,315				1,817,315
Royalty liability	713,442				$ 713,442
Converted shares					2,704,005
Fair value of converted shares					$ 2,673,443
Gain(Loss) on extinguishment of debt					$ 411,995
Interest rate					7.50%
Conversion percentage of stock					90.00%
Notes maturity period					24 months
Notes conversion description					If not converted prior to the maturity date, the notes automatically convert into shares of common stock of the Company at a per share price equal to 80% of the closing bid price of the common stock of the Company during the 20 consecutive trading days immediately preceding the maturity date. The holders of the notes will receive, in the aggregate, pro rata based on investment, a total of five percent of the revenues of Caretta Therapeutics, LLC during the years ended December 31, 2017, 2018, 2019 and 2020. The investors also received a warrant to purchase that number of shares equal to 30% of the amount invested, for a period of two years, at an exercise price per share equal to 110% of the closing bid price of the common stock of the Company on the six month anniversary of the date of issuance of such warrant.
Debt discount	$ 156,552				$ 156,552
K4 [Member]
Converted shares					5,619,955
Fair value of converted shares					$ 472,450
Interest rate	6.00%
Conversion percentage of stock	70.00%
Warrants to purchase common shares	425,000
Exercise price	$ 1.20
Distributions and income received description			Assigned to K4 30% of the distributions and income received by the Company from its investment in SOLX, Inc.
SMA Therapeutics, LLC [Member]
Shares issued			200,000
Zika Therapeutics, LLC [Member]
Shares issued			200,000
Caretta Therapeutics, LLC [Member]
Shares issued			350,000
Transaction One [Member]
Shares issued, value					50,000
Transaction [Member]
Shares issued, value					100,000
K4 [Member]
Principal amount	$ 170,000	$ 830,000		$ 2,500,000	170,000
Derivative liability	1,970,694				1,970,694
Settlement of of debt	2,500,000				$ 2,500,000
Converted shares				4,000,000	4,000,000
Fair value of converted shares					$ 3,760,000
Gain(Loss) on extinguishment of debt					(3,134,507)
Interest rate		6.00%		8.00%
Conversion percentage of stock		70.00%		15.00%
Debt discount	472,450				472,450
Debt Instrument, Maturity Date				Dec. 31, 2021
Waived repayment	700,000			$ 700,000	700,000
Warrants to purchase common shares		2,075,000
Exercise price		$ 1.20
Additional debt discount	527,550				527,550
Remainder expense	1,443,144				1,443,144
Change in fair value of the derivative liability	621,867				621,867
Debt instrument conversion description				The principal amount and interest may be converted into shares of common stock of the Company at a discount of 15% of the average price of the common stock of the Company during the 20 consecutive trading days immediately prior to such conversion, but not less than $0.75.
Prepayment description				(a) on or before December 31, 2017, with the consent of K4, which consent cannot be unreasonably withheld, for such purposes, including but not limited to a Nasdaq listing of the Company?s securities, or as a condition to an equity financing, and (b) at any time after December 31, 2017 upon 30 days written notice by the Company to K4.
Contributed capital related stock exchange	$ 976,854				$ 976,854
K4 [Member] | Transaction Two [Member]
Converted shares					1,897,896
Fair value of converted shares					$ 1,138,737
Conversion price	$ 0.43733				$ 0.43733
Converted notes, value					$ 830,000
K4 [Member] | Transaction One [Member]
Settlement of of debt	$ 2,500,000				$ 2,500,000
Converted shares					3,333,333
Fair value of converted shares					$ 2,500,000
Conversion price	$ 0.75				$ 0.75
K4 [Member] | Transaction [Member]
Converted shares					388,726
Fair value of converted shares					$ 233,235
Conversion price	$ 0.43733				$ 0.43733
Converted notes, value					$ 170,000

LINES OF CREDIT (Details Narrat

LINES OF CREDIT (Details Narrative) - USD ($)	Apr. 04, 2014	Jul. 29, 2014	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Principal amount			$ 850,000	$ 550,000	$ 300,000
Denver Savings Bank [Member]
Principal amount	$ 752,325	$ 250,975
Interest rate	4.25%	4.25%

LEASES (Details Nasrrative)

LEASES (Details Nasrrative)	12 Months Ended
	Dec. 31, 2016USD ($)
Leases Details Nasrrative
Lease term	5 years
Rent expense, monthly	$ 1,314
Rent expense increase, monthly	$ 800
Annual rent expense increase, percentage	2.00%
Lease term description	December 15, 2016, ending December 1, 2021

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Taxes Details Narrative
Valuation Allowance	100.00%	100.00%
Net operating loss carry forward	$ 33,300,000
Net operating loss carry forward expire years	2028 and 2036

EQUITY (Details)

EQUITY (Details)	12 Months Ended
	Dec. 31, 2016USD ($)shares
Shares issued in common stock | shares	1,707,944
Fair value at issue date | $	$ 999,060
April [Member]
Shares issued in common stock | shares	780,000
Fair value at issue date | $	$ 377,500
August [Member]
Shares issued in common stock | shares	25,000
Fair value at issue date | $	$ 19,750
September [Member]
Shares issued in common stock | shares	50,000
Fair value at issue date | $	$ 33,250
October [Member]
Shares issued in common stock | shares	127,944
Fair value at issue date | $	$ 97,310
December [Member]
Shares issued in common stock | shares	725,000
Fair value at issue date | $	$ 471,250

EQUITY (Details 1)

EQUITY (Details 1)	12 Months Ended
	Dec. 31, 2016shares
Number of Shares issued	231,000
Number of Option Shares that were canceled as a result of the exchange	300,000
John Krohn [Member]
Number of Shares issued	108,000
Number of Option Shares that were canceled as a result of the exchange	75,000
Craig Lang [Member]
Number of Shares issued	108,000
Number of Option Shares that were canceled as a result of the exchange	75,000
Cristopher Grunewald [Member]
Number of Shares issued	15,000
Number of Option Shares that were canceled as a result of the exchange	150,000

EQUITY (Details 2)

EQUITY (Details 2)	12 Months Ended
	Dec. 31, 2016$ / shares
2015 Equity Incentive Plan [Member]
Expected Volatility	142.16%
Expected Dividends	$ 0
Expected Term in years	3 years
2016 Equity Incentive Plan [Member]
Expected Dividends	$ 0
2016 Equity Incentive Plan [Member] | Minimum [Member]
Expected Volatility	301.00%
Expected Term in years	3 years
2016 Equity Incentive Plan [Member] | Maximum [Member]
Expected Volatility	320.00%
Expected Term in years	4 years

EQUITY (Details 3)

EQUITY (Details 3) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Weighted-Average Exercise Price
Granted	$ 0.54
Stock Option [Member]
Options
Outstanding at Beginning	2,605,200	5,200
Granted	448,571	2,600,000
Exercised
Expired/Forfeited	2,900,000
Outstanding at Ending	153,771	2,605,200
Exercisable at Ending	153,771
Weighted-Average Exercise Price
Weighted-Average Exercise Price Outstanding Beginning	$ 1.82	$ 359.04
Granted	0.54	1.11
Exercised
Expired/Forfeited	1.06
Weighted-Average Exercise Price Outstanding Ending	12.48	$ 1.82
Weighted-Average Exercise Price Exercisable Ending	$ 12.48

EQUITY (Details 4)

EQUITY (Details 4)	Dec. 31, 2016$ / sharesshares
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	4,969,371
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | $ / shares	$ 2.77
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding column (a))	5,050,000
Equity Compensation Plans
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	3,605,200
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | $ / shares	$ 3.95
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding column (a))	5,050,000
Non Equity Compensation Plans
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	1,364,171
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | $ / shares	$ 1.40
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding column (a))

EQUITY (Details 5)

EQUITY (Details 5) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Weighted-Average Exercise Price
Granted	$ 0.54
Warrant [Member]
Options
Outstanding at Beginning	2,011,671	2,226,671
Granted	4,394,600	2,839,620
Exercised	(100,000)
Expired	(480,000)	(3,054,620)
Outstanding at Ending	5,826,271	2,011,671
Exercisable at Ending	5,826,271
Weighted-Average Exercise Price
Weighted-Average Exercise Price Outstanding Beginning	$ 1.29	$ 1.10
Granted	1.19	1.25
Exercised	1.68
Expired	1.46	1.11
Weighted-Average Exercise Price Outstanding Ending	1.19	$ 1.29
Weighted-Average Exercise Price Exercisable Ending	$ 1.19

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)	Jan. 11, 2016	Dec. 08, 2015	Jul. 10, 2015	Jun. 06, 2015	Feb. 03, 2015	Jan. 05, 2015	Dec. 16, 2016	Oct. 16, 2016	Sep. 30, 2016	Nov. 25, 2015	Apr. 28, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 23, 2016	Dec. 19, 2016	Dec. 13, 2016	Sep. 01, 2016	Mar. 31, 2016	Feb. 28, 2015	Jan. 09, 2015	Dec. 31, 2014
Preferred Stock Shares Authorized												1,500,000	1,500,000
Common Stock Shares Authorized												4,000,000,000	4,000,000,000
Stock payable												$ 3,921,973	$ 26,250
Common Stock Shares Issued												27,276,054	14,627,026
Share-based compensation												$ 3,346,643	$ 1,748,441
Interest expense												9,198,059	1,380,020
Contributed capital related stock exchange												488,221
Amortization of stock options												1,484,078
Principal amount												850,000	300,000					$ 550,000
Accrued interest												$ 32,300
Conversion price												$ 0.3575
Converted shares												3,317,971
Fair value of converted shares												$ 1,161,290
Settlement of of debt												$ 155,000
Number of Shares issued												231,000
Common stock, value												$ 27,276	$ 14,627
Weighted-average grant-date fair value of options granted												$ 0.54
Series A Preferred Stock [Member]
Preferred Stock Shares Authorized												3,000,000	3,000,000
Series C Preferred Stock [Member]
Preferred Stock Shares Authorized												500,000	500,000
2015 Equity Incentive Plan [Member]
Shares issued										3,600,000
Fair value of options										$ 2,382,078
Granted										2,600,000
Description of anniversary term										Each option was granted under a three-year vesting term, 25% upon grant, and 25% on each of the first, second and third anniversary of grant date
Number of Shares issued										2,450,000
Weighted average remaining contractual term										3 years
2015 Equity Incentive Plan [Member] | Minimum [Member]
Exercised prices per shares										$ 1.10
2015 Equity Incentive Plan [Member] | Maximum [Member]
Exercised prices per shares										$ 1.21
2016 Equity Incentive Plan [Member]
Shares issued																5,000,000
Common Stock Shares Issued														231,000
Warrants issued to purchase common stock														300,000
K4 [Member]
Converted shares												5,619,955
Fair value of converted shares												$ 472,450
Common stock payable												3,871,973
K4 [Member]
Contributed capital related stock exchange												976,854
Principal amount								$ 2,500,000				$ 170,000			$ 830,000
Converted shares								4,000,000				4,000,000
Debt discount												$ 472,450
Fair value of converted shares												3,760,000
Additional debt discount												527,550
Settlement of of debt												2,500,000
Non-controlling interest												$ 390,000
K4 [Member] | Transaction [Member]
Conversion price												$ 0.43733
Converted shares												388,726
Fair value of converted shares												$ 233,235
Converted notes, value												$ 170,000
K4 [Member] | Transaction Two [Member]
Conversion price												$ 0.43733
Converted shares												1,897,896
Fair value of converted shares												$ 1,138,737
Converted notes, value												$ 830,000
K4 [Member] | Transaction One [Member]
Conversion price												$ 0.75
Converted shares												3,333,333
Fair value of converted shares												$ 2,500,000
Settlement of of debt												2,500,000
Private Placement [Member]
Principal amount												$ 1,382,000
Converted shares												2,704,005
Debt discount												$ 156,552
Fair value of converted shares												$ 2,673,443
Caretta Therapeutics, LLC [Member] | K4 [Member]
Shares issued							350,000
Net cash proceeds							$ 350,000
Zika Therapeutics, LLC [Member] | K4 [Member]
Shares issued							200,000
Net cash proceeds							$ 20,000
SMA Therapeutics [Member] | K4 [Member]
Shares issued							200,000
Net cash proceeds							$ 20,000
Stock Option [Member]
Issued and exchanged stock options												5,200
Common Stock Shares Issued												7,000,000
Granted												448,571	2,600,000
Exercised prices per shares
Weighted-average grant-date fair value of options granted												$ 0.54	$ 1.11
2015 Issuances [Member]
Subscriptions received						33,334
Net cash proceeds						$ 25,000
Stock payable																					$ 13,702
Warrants issued exercise price						$ 1.25
Warrants issued to purchase common stock						12,500
2015 Issuances [Member] | Jennifer Kopriva [Member]
Common Stock Shares Issued																				102,000
Fair value of shares at market price																				$ 165,003
2015 Issuances [Member] | Rachel Pettit [Member]
Common Stock Shares Issued																				55,000
Fair value of shares at market price																				$ 91,000
2015 Issuances [Member] | Daniel Pettit [Member]
Warrants issued exercise price				$ 1.25	$ 1.65						$ 1.25
Common Stock Shares Issued				25,000	25,000						2,600
Share-based compensation				$ 31,250	$ 41,250						$ 3,250
2015 Issuances [Member] | Michael Reysack [Member]
Common Stock Shares Issued																			156,139
Fair value of shares at market price																			$ 257,629
2015 Issuances [Member] | Jared DeVries [Member]
Warrants issued exercise price											$ 1.25
Common Stock Shares Issued											30,000
Interest expense											$ 37,500
2015 Issuances [Member] | Sundrop Consulting [Member]
Warrants issued exercise price			$ 1.05
Common Stock Shares Issued			500,000
Share-based compensation			$ 525,000
2015 Issuances [Member] | Greater Des Moines [Member]
Common Stock Shares Issued										250,000
Terminated warrants										1,000,000
2015 Issuances [Member] | CFO [Member]
Common Stock Shares Issued		100,000
Share-based compensation		$ 90,000
2016 Issuances [Member]
Net cash proceeds	$ 55,140
Common Stock Shares Issued									50,000			1,707,944					25,000
Fair value of shares at market price									$ 40,250								$ 21,500
Warrants issued to purchase common stock	100,000								100,000
Exercise price desription	60% of the average closing market price for the 20 consecutive trading days preceding the exercise date
Fair value of options									$ 36,318
Loss on options exchanged for common stock									$ 3,933
Contributed capital related stock exchange												$ 48,701
Amortization of stock options												1,484,078
Principal amount												850,000
Accrued interest												$ 32,300
Conversion price												$ 0.3575
2016 Issuances [Member] | K4 [Member]
Common Stock Shares Issued												4,000,000
Fair value of shares at market price												$ 3,760,000
Warrants issued to purchase common stock												1,480,000
Debt discount												$ 3,200,000
Fair value of converted shares												889,923
Additional debt discount												$ 1,556,589
2016 Issuances [Member] | Eight note holders [Member]
Common Stock Shares Issued												1,561,398
Fair value of options												$ 546,489
Principal amount												400,000
Accrued interest												15,200
2016 Issuances [Member] | Private Placement [Member]
Fair value of shares at market price												$ 156,552
Warrants issued to purchase common stock												414,600
Contributed capital related stock exchange												$ 117,588
Principal amount												$ 1,382,000
Converted shares												2,704,005
Fair value of converted shares												$ 2,673,443
2016 Issuances [Member] | Nine note holders [Member]
Common Stock Shares Issued												1,756,573
Fair value of options												$ 614,801
Contributed capital related stock exchange												439,520
Principal amount												450,000
Accrued interest												$ 17,100
2016 Issuances [Member] | Vendor services [Member]
Common Stock Shares Issued												278,108
Fair value of shares at market price												$ 96,782
2016 Issuances [Member] | Consultants and directors [Member]
Common Stock Shares Issued												466,000
Fair value of shares at market price												$ 302,900
Share-based compensation												831,938
Fair value of options												831,938
Loss on options exchanged for common stock												$ 494,395
Share based compensation arrangement exchange options, granted												2,650,000
Contributed capital related stock exchange												$ 34,644
Cristopher Grunewald [Member]
Number of Shares issued												15,000
Cristopher Grunewald [Member] | 2015 Equity Incentive Plan [Member]
Number of Shares issued										150,000
John William Pim [Member] | 2016 Equity Incentive Plan [Member]
Shares issued														235,000
Common Stock Shares Issued														125,000
Warrants issued to purchase common stock														2,350,000
Common stock, value														$ 81,250
Warrant [Member]
Warrants issued to purchase common stock												414,600
Fair value of options												$ 156,552
Granted												4,394,600	2,839,620
Exercised prices per shares												$ 1.68
Weighted-average grant-date fair value of options granted												$ 1.19	$ 1.25
Warrant [Member] | K4 [Member]
Warrants issued to purchase common stock												2,500,000
Fair value of options												$ 472,450
Exercised prices per shares												$ 1.20
Warrant [Member] | K4 [Member] | Transaction [Member]
Converted notes, value												$ 170,000
Warrant [Member] | K4 [Member] | Transaction One [Member]
Converted notes, value												$ 830,000
Warrant [Member] | Amended and Restated [Member]
Warrants issued to purchase common stock												1,480,000
Fair value of options												$ 889,923
Warrant [Member] | Amended and Restated [Member] | Minimum [Member]
Exercised prices per shares												$ 1
Fair value discount rates												0.00%
Fair value expected terms												0 years
Fair value expected volatility												0.00%
Fair value stock price												$ 0.64
Warrant [Member] | Amended and Restated [Member] | Maximum [Member]
Exercised prices per shares												$ 1.46
Fair value discount rates												1.40%
Fair value expected terms												5 years
Fair value expected volatility												323.01%
Fair value stock price												$ 1.48

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Dec. 31, 2016	Aug. 31, 2016	Dec. 31, 2016	Dec. 16, 2016	Nov. 05, 2016
Description for distribution and income receieved by the corporation			Assigned to K4 30% of the distributions and income received by the Corporation from its investment in SOLX, Inc.
Convertible note	$ 300,000		$ 300,000
Terms of conversion feature		At any time prior to the maturity date, the note is convertible into shares of common stock of the Company at a price per share equal to 90% of the closing bid price of the common stock during the 20 consecutive trading days immediately preceding such conversion.
Interest rate		7.50%
Description of interest rate computation		Interest will accrue at 7.5% computed on a 365-day basis
Royality percentage of net revenue	5.00%		5.00%
John M Krohn [Member] | K4 [Member]
Ownership, Percentage	50.00%		50.00%
Caretta Therapeutics, LLC [Member]
K4 common membership units issued by the company				350,000
Zika Therapeutics, LLC [Member]
K4 common membership units issued by the company				200,000
SMA Therapeutics, LLC [Member]
K4 common membership units issued by the company				200,000
Mr Arthur [Member]
Convertible note		$ 20,000
Shares issued upon conversion of convertible debt	54,054
Exercise price	$ 0.497		$ 0.497
Description of exercise price	Exercise price of $0.497, 110% of the closing bid price of the common stock of the Company on the six- month anniversary of the issuance date of the convertible note.
Dr Paul Reid [Member] | Warrant [Member]
Common stock reserve for future issuance		6,000
Dr. Agarwal [Member]
Convertible note		$ 250,000			$ 100,000
Exercise price		$ 0.497
Description of exercise price		The exercise price of the warrants is 110% of the closing bid price of the common stock of the Company on the six-month anniversary of the issuance date of the convertible note. For the warrants to purchase the first 75,000 common shares, the exercise price is $0.497.
Dr. Agarwal [Member] | Warrant [Member]
Common stock reserve for future issuance		105,000
K4 Enterprise, LLC [Member]
Loan payable	$ 132,251		$ 132,251

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Jan. 10, 2017	Apr. 26, 2017	Jan. 13, 2017	Dec. 31, 2016	Dec. 31, 2015
Common Stock Shares Issued				27,276,054	14,627,026
Common stock, value				$ 27,276	$ 14,627
Subsequent Event [Member]
Common Stock Shares Issued			1,235,000
Common stock, value			$ 802,750
Subsequent Event [Member] | Convertible Notes Payable [Member]
Subscriptions receivable		$ 380,000
Subsequent Event [Member] | K4 [Member]
Loan payable				$ 475,000
Subsequent Event [Member] | Chief Executive Officer [Member]
Salary	$ 180,000
Subsequent Event [Member] | Mr. Grunewald's [Member]
Description of termination	ither party shall be required to give the other party at least 30 days advance written notice of any termination of Mr. Grunewald’s employment