Spotlight Innovation 10-Q 22 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 18, 2017
Document And Entity Information
Entity Registrant Name	Spotlight Innovation Inc.
Entity Central Index Key	1,388,486
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
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 Common Stock, Shares Outstanding		34,473,514
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash	$ 223,862	$ 313,333
Prepaid expenses	187,983	214,500
Notes receivables	1,070,615	1,000,000
Total current assets	1,482,460	1,527,833
Property and equipment, net	12,648	13,155
In process research and development	6,977,347	6,977,347
Total assets	8,472,455	8,518,335
Current liabilities:
Accounts payable	401,186	395,849
Accounts payable and accrued liabilities - related parties	15,562	3,560
Accrued liabilities	692,901	699,567
Stock payable	3,876,973	3,921,973
Notes payable	169,924	174,769
Lines of credit, net of discounts of $1,233 and $4,929, respectively	1,002,068	998,370
Short term debt - related party	767,558	290,064
Total current liabilities	6,926,172	6,484,152
Long-term liabilities:
Long-term liabilities	935,702	713,442
Total liabilities	7,861,874	7,197,594
Equity:
Preferred stock
Common stock, $0.001 par value, 4,000,000,000 shares authorized, 29,631,050 and 27,276,054 shares issued and 28,631,050 and 27,276,054 outstanding, respectively	29,631	27,276
Additional paid-in capital	35,474,728	34,035,015
Accumulated deficit	(37,426,039)	(35,369,670)
Common stock held in treasury stock, 1,000,000 shares at cost
Total equity attributable to Spotlight Innovation, Inc.	(1,921,680)	(1,307,379)
Non-controlling interest	2,532,261	2,628,120
Total equity	610,581	1,320,741
Total liabilities and equity	8,472,455	8,518,335
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 ($)	Mar. 31, 2017	Dec. 31, 2016
Lines of credit, net of discounts	$ 1,233	$ 4,929
Preferred Stock Par Value	$ 0.001	$ 0.001
Preferred Stock Shares Authorized	4,000,000	4,000,000
Preferred Stock Shares Issued	0	0
Preferred Stock Shares Outstanding	0	0
Common Stock Par Value	$ .001	$ 0.001
Common Stock Shares Authorized	4,000,000,000	4,000,000,000
Common Stock Shares Issued	28,631,050	27,276,054
Common Stock Shares Outstanding	28,631,050	27,276,054
Common stock Shares held in treasury stock	1,000,000	1,000,000
Series A Preferred Stock [Member]
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
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 (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Consolidated Statements Of Operations
Revenue
Cost fo Sales	52,875
Operating expenses:
General and administrative expenses	1,636,775	1,000,024
Research and development expense	175,166
Depreciation expense	1,280	1,182
Total operating expenses	1,813,221	1,001,206
Loss from operations	(1,866,096)	(1,001,206)
Other income (expense):
Interest income	33,844
Interest expense	(519,636)	(167,481)
Loss on change in value of derivative liability	(4,364)	(215,186)
Gain on extinguishment of debt and related derivative liability	205,745
Gain (loss) on foreign currency exchange	(1,721)	200
Total other income (expense)	(286,132)	(382,467)
Net loss from continuing operations	(2,152,228)	(1,383,673)
Net loss from discontinued operations		(80,953)
Net loss	(2,152,228)	(1,464,626)
Net loss attributable to non-controlling interest holders	(95,859)	(21,367)
Net loss attributable to Spotlight Innovation Inc. shareholders	$ (2,056,369)	$ (1,443,259)
Net loss per common share - basic and diluted
Continuing operations	$ (0.08)	$ (0.09)
Discontinued operations	0	(0.01)
Total	$ (0.08)	$ (0.10)
Weighted average number of common shares outstanding - basic and diluted	28,732,182	14,696,257

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,152,228)	$ (1,464,626)
Less: net loss from discontinued operations		(80,953)
Net loss from continuing operations	(2,152,228)	(1,383,673)
Adjustments to reconcile net loss to cash used in operating activities:
Share-based compensation	934,000	296,498
Depreciation and amortization	1,280	790
Loss on change of fair value of derivative liability	4,364	215,186
Amortization of debt discount	408,698	42,516
Interest expense on derivative liability that exceeds face value	76,708
Gain on extinguishment of debt and related derivative liability	(205,745)
(Gain) loss on foreign currency exchange	1,721	(200)
Changes in operating assets and liabilities:
Prepaid expense	26,517	8,750
Accounts payable	5,337	82,559
Accounts payable and accrued liabilities - related party	12,002
Accrued liabilities	(10,736)	142,708
Accrued interest from notes receivable	(33,844)
Cash used in continuing operating activities	(931,926)	(594,866)
Cash used in discontinued operating activities		(38,992)
Total cash used in operating activities	(931,926)	(633,858)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for notes receivable	(36,771)
Cash paid for purchase of fixed assets	(774)	(4,769)
Cash used in continuing investing activities	(37,545)	(4,769)
Cash used in discontinued investing activities		(392)
Total cash used in investing activities	(37,545)	(5,161)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of notes payable	(210,000)
Proceeds from convertible debentures, net	405,000	550,000
Proceeds from demand note	685,000
Proceeds from sale of common shares and warrants		55,140
Cash provided by continuing financing activities	880,000	605,140
Cash provided by discontinued financing activities
Total cash provided by financing activities	880,000	605,140
Decrease in cash during the period	(89,471)	(33,879)
Cash, beginning of the period	313,333	299,919
Cash, end of the period	223,862	266,040
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid
Interest paid	10,748	47,901
Non-cash investing and financing transactions:
Common shares issued for extinguishment of debt and related derivative liability	435,157
Debt discount for fair value of warrants issued with convertible debenture	22,910
Debt discount for fair value of royalties issued with convertible debenture	222,260
Common shares issued for stock payable	50,000
Derivative liability related to convertible debentures	$ 236,538	$ 906,585

DESCRIPTION OF BUSINESS AND BAS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017, 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. Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate disclosures contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K for the period ended December 31, 2015 filed with the SEC, have been omitted.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2017
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. 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 three months ended March 31, 2017 and 2016, the dilutive effect of the issuance of 0 and 0 options, 121,500 and 70,338 warrants, and 767,282, and 0 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 $223,862 and $313,333 cash equivalents at March 31, 2017 and December 31, 2016, respectively. Concentrations of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk include cash deposits placed with financial institutions. The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). As of March 31, 2017, the Company had $0 of cash balances that were uninsured. The Company has not experienced any losses on such accounts. Foreign exchange and currency translation For the three months ended March 31, 2017 and 2016, 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 three months ended March 31, 2017 and 2016, the Company recorded no in impairment to the Company’s long-lived assets. Deferred Financing Costs We have incurred debt origination costs in connection with the issuance of short-term convertible debt. These costs are capitalized as deferred financing costs and amortized using the straight-line method over the term of the related convertible debt. Stock-Based Compensation The Company measures the cost of employee services received in exchange for stock and stock options based on the grant date fair value of the awards. The Company determines the fair value of stock option grants using the Black-Scholes option pricing model. The Company determines the fair value of shares of non-vested stock (also commonly referred to as restricted stock) based on the last quoted price of our stock on the date of the share grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates, if historical forfeiture rates are available. Previously recognized compensation costs may be adjusted to reflect the actual forfeiture rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital. Income Taxes The Company 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	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017, the Company had accumulated net losses of $37,426,039 and had a working capital deficit of $5,443,712. 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	3 Months Ended
	Mar. 31, 2017
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: Three Months Ended March 31, 2016 Sales $ - General and administrative expenses 80,516 Depreciation 437 Income before taxes (80,953 ) Income taxes - Net loss from discontinued operations $ (80,953 ) 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	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
NOTE 5. PROPERTY AND EQUIPMENT	Property and equipment consisted of the following: Useful lives March 31, December 31, Description (years) 2017 2016 Computers 5 $ 9,620 $ 9,620 Software 3 761 761 Furniture 5 1,974 1,200 Equipment 10 9,000 9,000 Subtotal 21,355 20,581 Less accumulated depreciation (8,707 ) (7,426 ) Property and equipment, net $ 12,648 $ 13,155

NOTES RECEIVABLE

NOTES RECEIVABLE	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
NOTE 6. NOTES RECEIVABLE	During 2016, the Company made two investments in SOLX, Inc. (“SOLX”), a Massachusetts-based, privately-held medical device 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, 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 Enterprise, LLC (“K4”). During the three-month ending March 31, 2017, the Company purchased an additional note from SOLX in the amount of $36,771, and accrued interest income of $33,844.

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Note 7 - NOTES PAYABLE	During 2016, the Company conducted a private offering of up to $2,500,000 in principal amount of the Company’s convertible promissory notes (the “Private Placement”), 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 ending December 31, 2017, 2018, 2019 and 2020. The investors shall also receive warrants to purchase a 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 issued convertible notes in the aggregate principal amount of $1,382,000, under the Private Placement. During the three months ended March 31, 2017, under the Private Placement, the Company issued convertible notes in the aggregate principal amount of $405,000. During the three months ended March 31, 2017, the Company recorded $236,538 and $222,260 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 $22,910. As of March 31, 2017, these convertible notes were converted into 767,282 shares of common stock, fair valued at $385,907, and stock payable of $5,000. The Company also recorded a gain on extinguishment of debt and related derivative liability in the amount of $205,745.

LEASES

LEASES	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
NOTE 8. LEASES	As of March 31, 2017, the Company has one lease agreement. On December 15, 2016, the Company entered into a commercial sublease with K4 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. K4 is a related party. 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	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
NOTE 9. INCOME TAXES	Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. At March 31, 2017, the Company’s deferred tax assets consisted primarily of net operating loss carry forwards. For the three months ended March 31, 2017 and 2016, 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 March 31, 2017 and 2016, 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 March 31, 2017, the Company has a net operating loss carry forward of approximately $35.8 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	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
NOTE 10. EQUITY	The Company has authorized the issuance of 1,500,000 shares of Series A preferred stock, 500,000 shares of Series C preferred stock, 4,000,000 shares of preferred stock and 4,000,000,000 shares of common stock. Common Stock The Company issued common stock for services during the three months ended March 31, 2017. The table below details the issuances: Month Shares issued Fair Value at issue date January, 2017 1,360,000 $ 884,000 February, 2017 100,000 50,000 Total 1,460,000 $ 934,000 Treasury Stock During the three months ended March 31, 2017, the Company reacquired 1,000,000 shares of its common stock. The shares were previously held by Cris Grunewald, executive officer of the Company, and the shares remained issued, but not outstanding, at March 31, 2017. The shares are recorded at a cost of $0. Options 2009 Plan In 2009, 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. As of March 31, 2017, there are 5,200 stock options outstanding under the 2009 Plan which were issued prior to the merger. These stock options were valued at $6,934 using the Black-Scholes model which was included in the purchase price of American Exploration. 2015 Equity Incentive Plan On November 25, 2015, the Company authorized the Spotlight Innovation Inc. 2015 Equity Incentive Plan (the “Plan”). The total number of shares of common stock which may be issued under the options granted pursuant to the Plan is 3,600,000. The shares covered by the portion of any grant under the plan which expires unexercised shall become available again for grant under the plan. 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. During the quarter ended March 31, 2017, the Company issued no options to purchase shares of common stock to a former member of the Board of Directors and current Board of Director members. A summary of the stock option activity for the three months ended March 31, 2017 is presented below. Options Weighted-Average Exercise Price Outstanding December 31, 2016 153,771 $ 12.48 Granted - - Exercised - - Expired/Forfeited - - Outstanding March 31, 2017 153,771 $ 12.48 Exercisable March 31, 2017 153,771 12.48 Warrants During the three months ended March 31, 2017, the Company issued warrants to purchase 121,500 shares of common stock. These warrants were issued in connection with the Company’s private placement conducted during the three months ended March 31, 2017. 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 $22,910. During the three months ended March 31, 2017, 494,171 warrants expired with an average exercise price of $1.29. 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 1.47% to 1.66%; ii) expected terms of 3.00 years; iii) expected volatility ranging from 133.04% to 270.27%; iv) zero expected dividends and v) stock price of $0.41 to $0.52. A summary of the warrant activity for the three months ended March 31, 2017 is presented below: Warrants Weighted-Average Exercise Price Outstanding at December 31, 2016 5,826,271 $ 1.19 Granted 121,500 0.55 Exercised - - Expired/forfeited/terminated (494,171 ) 1.29 Outstanding March 31, 2017 5,453,600 $ 1.16 Exercisable March 31, 2017 5,453,600 $ 1.16 The weighted average remaining contractual term of the outstanding warrants and exercisable warrants as of March 31, 2017 is 2.00 years.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Note 11. RELATED PARTY TRANSACTIONS	John M. Krohn, President, Chief Operating Officer and Director of the Company, is a 50% owner of K4. The Company has entered into several financing agreements with K4. The Company entered into a Sublease with K4, to occupy the current offices of the Company. 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, LLC to K4 and (iv) assigned to 30% of the distributions and income receive by the Corporation from its investment in SOLX, Inc. to K4. On October 5, 2016, Caretta entered into a license agreement with Dr. Paul Reid, of Celtic Biotech, Iowa. In August 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 process 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 that number of shares of common stock of the Company equal to 30% of the amount invested in the convertible notes based on the exercise price of the Warrants (the exercise price is defined as 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 August and November 2016, Dr. Agarwal purchased an aggregate principal amount of $350,000 of the note from the Company, in a private placement, and received warrants to purchase an aggregate of 105,000 shares of the Company’s common stock. The warrants issued to Dr. Agarwal provides for the issuance of warrants to purchase that number of shares of common stock of the Company equal to 30% of the amount invested in the convertible notes based on the exercise price of the Warrants (the exercise price is defined as 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 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 March 31, 2016, the Company has a demand note with K4 in the amount of $607,251. There are no formal payment terms, this loan is payable upon demand.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Note 12. SUBSEQUENT EVENTS	Subsequent to March 31, 2017, K4 has loaned the Company an additional $150,000. Subsequent to March 31, 2017 the Company has paid $400,000 leaving an open balance with K4, at May 19, 2017, of $357,251. There are no formal payment terms, this loan is payable upon demand. There is no stated interest rate. Subsequent to March 31, 2017 a consultant loaned $105,000 to the Company. There are no formal payment terms, this loan is payable upon demand. There is no stated interest rate. Subsequent to March 31, 2017, the Company has accepted subscriptions for $285,000 of convertible notes, under the Private Placement (See Note 7 above).

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2017
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.
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 three months ended March 31, 2017 and 2016, the dilutive effect of the issuance of 0 and 0 options, 121,500 and 70,338 warrants, and 767,282, and 0 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 $223,862 and $313,333 cash equivalents at March 31, 2017 and December 31, 2016, respectively.
Concentrations of Credit Risk	Financial instruments which potentially subject the Company to concentrations of credit risk include cash deposits placed with financial institutions. The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). As of March 31, 2017, the Company had $0 of cash balances that were uninsured. The Company has not experienced any losses on such accounts.
Foreign exchange and currency translation	For the three months ended March 31, 2017 and 2016, 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 three months ended March 31, 2017 and 2016, the Company recorded no in impairment to the Company’s long-lived assets.
Deferred Financing Costs	We have incurred debt origination costs in connection with the issuance of short-term convertible debt. These costs are capitalized as deferred financing costs and amortized using the straight-line method over the term of the related convertible debt.
Stock-Based Compensation	The Company measures the cost of employee services received in exchange for stock and stock options based on the grant date fair value of the awards. The Company determines the fair value of stock option grants using the Black-Scholes option pricing model. The Company determines the fair value of shares of non-vested stock (also commonly referred to as restricted stock) based on the last quoted price of our stock on the date of the share grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates, if historical forfeiture rates are available. Previously recognized compensation costs may be adjusted to reflect the actual forfeiture rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital.
Income Taxes	The Company 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]	3 Months Ended
	Mar. 31, 2017
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: Three Months Ended March 31, 2016 Sales $ - General and administrative expenses 80,516 Depreciation 437 Income before taxes (80,953 ) Income taxes - Net loss from discontinued operations $ (80,953 )

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2017
Property And Equipment Tables
Property and Equipment	Property and equipment consisted of the following: Useful lives March 31, December 31, Description (years) 2017 2016 Computers 5 $ 9,620 $ 9,620 Software 3 761 761 Furniture 5 1,974 1,200 Equipment 10 9,000 9,000 Subtotal 21,355 20,581 Less accumulated depreciation (8,707 ) (7,426 ) Property and equipment, net $ 12,648 $ 13,155

EQUITY (Tables)

EQUITY (Tables) - Stock Option [Member]	3 Months Ended
	Mar. 31, 2017
Schedule of common stock for employee services	The Company issued common stock for services during the three months ended March 31, 2017. The table below details the issuances: Month Shares issued Fair Value at issue date January, 2017 1,360,000 $ 884,000 February, 2017 100,000 50,000 Total 1,460,000 $ 934,000
Summary of stock option activity	During the quarter ended March 31, 2017, the Company issued no options to purchase shares of common stock to a former member of the Board of Directors and current Board of Director members. A summary of the stock option activity for the three months ended March 31, 2017 is presented below. Options Weighted-Average Exercise Price Outstanding December 31, 2016 153,771 $ 12.48 Granted - - Exercised - - Expired/Forfeited - - Outstanding March 31, 2017 153,771 $ 12.48 Exercisable March 31, 2017 153,771 12.48
Summary of warrant activity	A summary of the warrant activity for the three months ended March 31, 2017 is presented below: Warrants Weighted-Average Exercise Price Outstanding at December 31, 2016 5,826,271 $ 1.19 Granted 121,500 0.55 Exercised - - Expired/forfeited/terminated (494,171 ) 1.29 Outstanding March 31, 2017 5,453,600 $ 1.16 Exercisable March 31, 2017 5,453,600 $ 1.16

DESCRIPTION OF BUSINESS AND B22

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative)	3 Months Ended
	Mar. 31, 2017
Description Of Business And Basis Of Presentation Details Narrative
State or Country of incorporation	Nevada
Date of incorporation	Mar. 23, 2012

SUMMARY OF SIGNIFICANT ACCOUN23

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Cash equivalents	$ 223,862	$ 266,040	$ 313,333	$ 299,919
Cash, uninsured balance			$ 0
Fair value of acquired indefinite-lived assets	$ 6,977,347
Warrant [Member]
Dilutive effect of options to purchase	121,500	70,338
Stock Option [Member]
Dilutive effect of options to purchase	0	0
Stock Option [Member] | Warrant [Member]
Common shares issuable upon conversion of convertible debt	767,282	0
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 ($)	Mar. 31, 2017	Dec. 31, 2016
Going Concern Details Narrative
Accumulated deficit	$ (37,426,039)	$ (35,369,670)
Working capital deficit	$ 5,443,712

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 (Deta26

DISCONTINUED OPERATIONS (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Sales	$ 52,875
Net loss from discontinued operations		(80,953)
Memcine [Member]
Sales
General and administrative expenses		80,516
Depreciation		437
Income before taxes		(80,953)
Income taxes
Net loss from discontinued operations		$ (80,953)

DISCONTINUED OPERATIONS (Deta27

DISCONTINUED OPERATIONS (Details Narrative) - USD ($)	Oct. 12, 2016	Mar. 31, 2017
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
Intercompany payables forgiven and netted against the gain on the disposal	$ 299,574

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Subtotal	$ 21,355	$ 20,581
Less accumulated depreciation	(8,707)	(7,426)
Property and equipment, net	12,648	13,155
Computers [Member]
Subtotal	$ 9,620	9,620
Useful lives (years)	5 years
Software [Member]
Subtotal	$ 761	761
Useful lives (years)	3 years
Furniture [Member]
Subtotal	$ 1,974	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	3 Months Ended		12 Months Ended
	Aug. 31, 2016	Mar. 31, 2017USD ($)Integer	Mar. 31, 2016USD ($)	Dec. 31, 2016USD ($)
Interest rate	7.50%
Number of investment | Integer		2
Interest income		$ 33,844
Cash paid for notes receivable		(36,771)
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%
SOLX, INC [Member]
Ownership, percentage				10.00%
Interest income		33,844
Cash paid for notes receivable		$ (36,771)
K4 Enterprise, LLC [Member]
Ownership, percentage				3.00%

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Stock payable	$ 3,876,973	$ 3,921,973
Private Placement [Member]
Principal amount	405,000	1,382,000
Proceeds from Issuance of Private Placement		$ 2,500,000
Derivative liability	236,538
Royalty liability	222,260
Stock payable	$ 5,000
Converted shares	767,282
Fair value of converted shares	$ 385,907
Gain on extinguishment of debt and related derivative liability	205,745
Interest rate		7.50%
Notes conversion description		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 ending December 31, 2017, 2018, 2019 and 2020. The investors shall also receive warrants to purchase a 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 for fair value of warrants issued with convertible debenture	$ 22,910

LEASES (Details Narrative)

LEASES (Details Narrative)	3 Months Ended
	Mar. 31, 2017USD ($)
Leases Details Narrative
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 ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Taxes Details Narrative
Valuation Allowance	100.00%	100.00%
Net operating loss carry forward	$ 35,800,000
Net operating loss carry forward expire years	2028 and 2036

EQUITY (Details)

EQUITY (Details)	3 Months Ended
	Mar. 31, 2017USD ($)shares
Shares issued in common stock | shares	1,460,000
Fair value at issue date | $	$ 934,000
January, 2017 [Member]
Shares issued in common stock | shares	1,360,000
Fair value at issue date | $	$ 884,000
February, 2017 [Member]
Shares issued in common stock | shares	100,000
Fair value at issue date | $	$ 50,000

EQUITY (Details 1)

EQUITY (Details 1) - Stock Option [Member]	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Options
Outstanding at Beginning | shares	153,771
Granted | shares
Exercised | shares
Expired/Forfeited | shares
Outstanding at Ending | shares	153,771
Exercisable at Ending | shares	153,771
Weighted-Average Exercise Price
Weighted-Average Exercise Price Outstanding Beginning | $ / shares	$ 12.48
Granted | $ / shares
Exercised | $ / shares
Expired/Forfeited | $ / shares
Weighted-Average Exercise Price Outstanding Ending | $ / shares	12.48
Weighted-Average Exercise Price Exercisable Ending | $ / shares	$ 12.48

EQUITY (Details 2)

EQUITY (Details 2) - Warrant [Member]	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Options
Outstanding at Beginning | shares	5,826,271
Granted | shares	121,500
Exercised | shares
Expired/forfeited/terminated | shares	(494,171)
Outstanding at Ending | shares	5,453,600
Exercisable at Ending | shares	5,453,600
Weighted-Average Exercise Price
Weighted-Average Exercise Price Outstanding Beginning | $ / shares	$ 1.19
Granted | $ / shares	0.55
Exercised | $ / shares
Expired/forfeited/terminated | $ / shares	1.29
Weighted-Average Exercise Price Outstanding Ending | $ / shares	1.16
Weighted-Average Exercise Price Exercisable Ending | $ / shares	$ 1.16

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	Dec. 13, 2016	Nov. 25, 2015
Preferred Stock Shares Authorized	4,000,000	4,000,000
Common Stock Shares Authorized	4,000,000,000	4,000,000,000
Common Stock Shares Issued	28,631,050	27,276,054
Treasury Stock, shares	1,000,000
Treasury Stock, cost	$ 0
Series A Preferred Stock [Member]
Preferred Stock Shares Authorized	1,500,000	1,500,000
Series C Preferred Stock [Member]
Preferred Stock Shares Authorized	500,000	500,000
2016 Equity Incentive Plan [Member]
Shares issuable			5,000,000
2015 Equity Incentive Plan [Member]
Shares issuable				3,600,000
Warrant [Member]
Warrants issued to purchase common stock	121,500
Fair value of options	$ 22,910
Warrants expired	(494,171)
Exercise price	$ 1.29
Fair value expected terms	3 years
Weighted average remaining contractual term	2 years
Warrant [Member] | Minimum [Member]
Fair value discount rates	1.47%
Fair value expected volatility	133.04%
Fair value stock price	$ 0.41
Warrant [Member] | Maximum [Member]
Fair value discount rates	1.66%
Fair value expected volatility	270.27%
Fair value stock price	$ 0.52
Stock Option [Member]
Issued and exchanged stock options	5,200
Options to be issued	7,000,000
Fair value of options	$ 6,934
Warrants expired
Exercise price

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended
	Dec. 31, 2016	Aug. 31, 2016	Dec. 16, 2016	Mar. 31, 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.
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%
John M Krohn [Member] | K4 [Member]
Ownership, Percentage	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
Common stock reserve for future issuance		6,000
Shares issued upon conversion of convertible debt	54,054
Description of exercise price	The warrant issued provides for the issuance of warrants to purchase that number of shares of common stock of the Company equal to 30% of the amount invested in the convertible notes based on the exercise price of the Warrants (the exercise price is defined as 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. Agarwal [Member]
Convertible note		$ 350,000
Common stock reserve for future issuance		105,000
Description of exercise price		The warrant issued provides for the issuance of warrants to purchase that number of shares of common stock of the Company equal to 30% of the amount invested in the convertible notes based on the exercise price of the Warrants (the exercise price is defined as 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).
K4 Enterprise, LLC [Member]
Loan payable				$ 607,251

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	May 19, 2017	Mar. 31, 2017
Convertible Notes Payable [Member]
Subscriptions receivable		$ 285,000
Consultant [Member]
Loan payable		105,000
K4 [Member]
Loan payable		150,000
Loan balance	$ 357,251
Loan paid		$ 400,000