Spotlight Innovation 10-Q 22 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 22, 2018
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	Jun. 30, 2018
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		35,762,157
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash	$ 1,950	$ 66,118
Accounts receivable	360
Inventory	189,820	192,726
Prepaid expenses	1,798	4,012
Other assets	6,000
Total current assets	199,928	262,856
Property, and equipment, net	8,361	9,033
In-process research and development	6,977,347	6,977,347
Total assets	7,185,636	7,249,236
Current liabilities:
Accounts payable	858,852	592,696
Accounts payable and accrued liabilities - related parties	383,026	337,091
Accrued liabilities	730,309	644,220
Notes payable	170,669	171,006
Short-term debt - related party	1,291,235	948,073
Stock payable	4,080
Total current liabilities	3,438,171	2,693,086
Long-term liabilities:
Notes payable - related parties, net of debt discounts of $206,244 and $256,284, respectively	1,293,756	1,243,716
Convertible debentures, net of debt discounts of $876,778 and $687,556, respectively	599,754	332,209
Convertible debentures - related party, net of debt discounts of $412,928 and $245,407, respectively	197,072	89,593
Derivative liability		13,508
Royalty liabilities	2,818,347	2,128,916
Total long-term liabilities	4,908,929	3,807,942
Total liabilities	8,344,040	6,501,028
Equity (deficit):
Preferred stock value
Common stock, $0.001 par value, 4,000,000,000 shares authorized, 35,762,157 and 34,290,934 shares issued and outstanding, respectively	35,762	34,291
Additional paid-in capital	40,046,891	39,949,116
Accumulated deficit	(43,373,268)	(41,539,533)
Total equity (deficit) attributable to Spotlight Innovation Inc.	(3,287,555)	(1,556,126)
Non-controlling interest	2,129,151	2,304,334
Total equity (deficit)	(1,158,404)	748,208
Total liabilities and equity (deficit)	7,185,636	7,249,236
Series A Preferred Stock [Member]
Equity (deficit):
Preferred stock value
Series C Preferred Stock [Member]
Equity (deficit):
Preferred stock value

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Long-term liabilities:
Notes payable - related party, net of debt discount	$ 206,244	$ 256,284
Convertible debentures, net of debt discounts	876,778	687,556
Convertible debenture related party, net of debt discount	$ 412,928	$ 245,407
Equity (deficit):
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	$ .001	$ 0.001
Common Stock Shares Authorized	4,000,000,000	4,000,000,000
Common Stock Shares Issued	35,762,157	34,290,934
Common Stock Shares Outstanding	35,762,157	34,290,934
Series A Preferred Stock [Member]
Equity (deficit):
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]
Equity (deficit):
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		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Consolidated Statements Of Operations
REVENUE	$ 2,232		$ 16,690
COST OF SALES	1,497	68,225	4,353	121,100
GROSS PROFIT (LOSS)	735	(68,225)	12,337	(121,100)
OPERATING EXPENSES:
General and administrative expenses	562,732	803,917	1,096,535	2,440,692
Research and development expenses	183,044	392,140	442,198	567,306
Depreciation expense	862	1,281	1,915	2,561
Total operating expenses	746,638	1,197,338	1,540,648	3,010,559
LOSS FROM OPERATIONS	(745,903)	(1,265,563)	(1,528,311)	(3,131,659)
OTHER INCOME (EXPENSE):
Unrealized loss on change in present value of royalty liabilities	(71,118)	(50,901)	(66,027)	(50,901)
Interest expense	(218,998)	(379,721)	(421,376)	(899,357)
Loss on derivative liability				(4,364)
Gain on extinguishment of debt and related derivative liability		37,971		243,716
Other income		25,848		59,692
Gain (loss) on foreign currency exchange	10,482	(12,238)	6,796	(13,959)
Total other income (expense)	(279,634)	(379,041)	(480,607)	(665,173)
Net loss	(1,025,537)	(1,644,604)	(2,008,918)	(3,796,832)
Net loss attributable to non-controlling interest holders	(76,968)	(96,875)	(175,183)	(192,734)
Net loss attributable to Spotlight Innovation Inc. shareholders	$ (948,569)	$ (1,547,729)	$ (1,833,735)	$ (3,604,098)
Loss per common share - basic and diluted	$ (0.03)	$ (0.05)	$ (0.05)	$ (0.12)
Weighted average number of common shares outstanding - basic and diluted	34,441,796	32,479,100	34,394,943	30,615,991

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,008,918)	$ (3,796,832)
Adjustments to reconcile net loss to cash used in operating activities:
Share-based compensation	61,483	1,027,723
Depreciation and amortization	1,915	2,561
Loss on change of fair value of derivative liability		4,364
Amortization of debt discount	307,753	727,694
Interest expense on derivative liability that exceeds face value		96,541
Gain on extinguishment of debt and related derivative liability		(243,716)
(Gain) loss on foreign currency exchange	(6,796)	13,959
Unrealized loss on change in present value of royalty liabilities	66,027	50,901
Changes in operating assets and liabilities:
Accounts receivable	(360)
Inventory	2,906
Prepaid expenses	(3,786)	(27,445)
Accrued interest from notes receivable		(59,693)
Accounts payable	265,408	200,837
Accounts payable and accrued liabilities - related parties	45,935	7,802
Accrued liabilities	86,089	(96,161)
Net cash used in operating activities	(1,182,344)	(2,091,465)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for note receivables		(36,771)
Cash paid for purchase of fixed assets	(1,245)	(774)
Net cash used in investing activities	(1,245)	(37,545)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of notes payable	(243,029)	(806,500)
Proceeds from convertible debentures	469,800	1,515,000
Proceeds from convertible note - related party	300,000
Proceeds from demand note - related party	592,650	1,235,000
Net cash provided by financing activities	1,119,421	1,943,500
Decrease in cash during the period	(64,168)	(185,510)
Cash, beginning of the period	66,118	313,333
Cash, end of the period	1,950	127,823
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid
Interest paid	25,000	41,053
NON-CASH INVESTING AND FINANCING TRANSACTIONS
Common shares issued for extinguishment of debt and related derivative liability	25,000	495,816
Extinguishment of related party debt and derivative liability as contributed capital	13,508
Debt discount for relative fair value of warrants attached to convertible debentures	3,334	39,232
Debt discount for relative fair value of royalty liabilities attached to convertible debentures	623,405	991,386
Stock payable issued for conversion of convertible debenture		400,082
Common shares issued for stock payable		3,926,976
Derivative liability related to convertible debentures		$ 288,676

DESCRIPTION OF BUSINESS AND BAS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 2018
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. 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. In late summer/early fall of 2016, the Company changed its disease focus and has revised its product offerings including the addition of new indications and the elimination of previous programs. As of June 30, 2018, the Company had four subsidiaries: Celtic Biotech Iowa, Inc. “Celtic Iowa”, Caretta Therapeutics, LLC (“Caretta”), SMA Therapeutics, LLC (“SMA”), and Zika Therapeutics, LLC (“Zika”). As of June 30, 2018, the non-controlling interest ownership percentage for subsidiaries are as follows: Subsidiary Percentage of Non-controlling Interest Owner of Non-controlling Interest Celtic Biotech Iowa, Inc. 5 % Various Caretta Therapeutics, LLC 35 % K4 Enterprises SMA Therapeutics, LLC 20 % K4 Enterprises Zika Therapeutics, LLC 20 % K4 Enterprises K4 Enterprises, an entity partially owned and controlled by the President and Chief Executive Officer of the Company. 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, 2017 filed with the SEC, have been omitted.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2018
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 debt instruments, derivatives, the fair value of royalty liabilities 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 majority of the non-controlling interest is controlled by K4 Enterprises. 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. Cash and Cash Equivalents The Company considers all highly liquid investments with a 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 $1,950 and $66,118 of cash equivalents at June 30, 2018 and December 31, 2017, respectively. Accounts Receivable. Accounts receivable typically consist of receivables derived from the sale of our non-opioid product Venodol. The Company has classified these as short-term assets in the consolidated balance sheet because the Company expects repayment or recovery within the next 12 months. The Company evaluates these accounts receivable for collectability considering the results of operations and, when necessary, records allowances for expected unrecoverable amounts. Allowance for Doubtful Accounts The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized in general and administrative expense. As of June 30, 2018, no allowances have been recorded. Inventory Inventories are stated at the lower of cost or net realizable value, using an average cost method. Costs include materials, labor, and manufacturing overhead related to the purchase and production of inventories. We regularly review inventory quantities on hand, future purchase commitments with our suppliers, and the estimated utility of our inventory. If our review indicates a reduction in utility below carrying value, we reduce inventory to the new cost basis. 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 June 30, 2018, 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 The Company has 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 have not been impaired nor has any amortization 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 six months ended June 30, 2018 and 2017, 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 accounted as an offset to reduce convertible debt as debt discount and amortized using the effective interest rate method over the term of the related convertible debt. Royalty Liabilities The royalty rights agreements entered into in connection with the issuances of our convertible promissory notes, issued under the Company’s private placement discussed in Note 7, are treated as sales of future revenues that meet the requirements of Accounting Standards Codification Topic 470 “Debt” to be treated as debt. The estimated future cash outflows under the royalty rights agreements have been combined with the convertible promissory notes issuance costs and interest payable to calculate the effective interest rate of the convertible promissory notes and will be accounted for as interest expense using the effective interest rate method over the term of the convertible promissory notes and royalty rights agreements. Estimating the future cash outflows under the royalty rights agreements requires us to make certain estimates and assumptions about future sales of Venodol products. These estimates of the magnitude and timing of Venodol sales are subject to significant variability due to the current status of development of Venodol products, and thus are subject to significant uncertainty. Therefore, the estimates are likely to change, which may result in future adjustments. The Company records unrealized gains and losses on the change in the present value of the royalty liabilities. Revenue Recognition ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, supersedes the revenue recognition requirements and industry-specific guidance under Revenue Recognition (Topic 605). Topic 606 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. The Company adopted Topic 606 on January 1, 2018, using the modified retrospective method applied to contracts that were not completed as of January 1, 2018. Under the modified retrospective method, prior period financial positions and results will not be adjusted. The cumulative effect adjustment recognized in the opening balances included no significant changes as a result of this adoption. While the Company does not expect 2018 net earnings to be materially impacted by revenue recognition timing changes, Topic 606 requires certain changes to the presentation of revenues and related expenses beginning on January 1, 2018. Refer to Note 4 – Revenue from Contracts with Customers for additional information. Cost of Revenue The Company’s cost of revenue consists of all costs associated with the production and shipping to our outside warehouse as well as all components costs. The cost to produce sample products that are given out for promotional purposes are also included in the cost of revenue. 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. Loss per Common Share Basic 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 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 six months ended June 30, 2018 and 2017, the dilutive effect of the issuance of 230,940 and 454,000 warrants, and 74,973, and 948,079 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. 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 has evaluated subsequent events through the date when the consolidated financial statements were issued for disclosure consideration. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases. This update will require the recognition of a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, for all leases with terms longer than 12 months. For operating leases, the asset and liability will be expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the statement of cash flows. For finance leases, interest on the lease liability will be recognized separately from the amortization of the right-of-use asset in the statement of comprehensive income and the repayment of the principal portion of the lease liability will be classified as a financing activity while the interest component will be included in the operating section of the statement of cash flows. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. Upon adoption, leases will be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” The ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The ASU also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Revenue from Contracts with Customers (Topic 606). The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted. The Company is currently assessing the effect that the ASU will have on our financial position, results of operations, and disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Jun. 30, 2018
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 consolidated 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 June 30, 2018, the Company had accumulated net losses of $43,373,268 and had a working capital deficit of $3,235,183. 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.

REVENUE FROM CONTRACTS WITH CUS

REVENUE FROM CONTRACTS WITH CUSTOMERS	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 4. REVENUE FROM CONTRACTS WITH CUSTOMERS	Change in Accounting Policy The Company adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, on January 1, 2018, using the modified retrospective method applied to contracts that were not completed as of January 1, 2018. Refer to Note 2 – Summary of Significant Accounting Policies for additional information. Disaggregation of Revenue from Contracts with Customers The following table disaggregates revenue by significant product type for the three and six months ended June 30, 2018: Three months ended June 30, 2018 Six months ended June 30, 2018 Venodol sales $ 2,232 $ 16,690 Total revenue from customers $ 2,232 $ 16,690 There were no significant contract liabilities or transaction price allocations to any remaining performance obligations as of June 30, 2018.

INVENTORY

INVENTORY	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 5. INVENTORY	Inventory consisted of the following: June 30, 2018 December 31, 2017 Venom $ 28,771 $ 28,771 Packaging 19,439 19,577 Bottles, Caps & Roll-Ons 2,026 2,026 Finished Goods 139,584 142,352 Total Inventory $ 189,820 $ 192,726

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 6. PROPERTY AND EQUIPMENT	Property and equipment consisted of the following: Description Useful lives (years) June 30, 2018 December 31, 2017 Computers 5 $ 10,864 $ 9,620 Software 3 761 761 Furniture 5 1,974 1,974 Equipment 10 9,000 9,000 Subtotal 22,599 21,355 Less accumulated depreciation (14,238 ) (12,322 ) Property and equipment, net $ 8,361 $ 9,033

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 7. NOTES PAYABLE	The Company’s short-term and long-term liabilities consists of the following: June 30, 2018 December 31, 2017 Notes payable Notes payable - various $ 170,669 $ 171,006 Total notes payable 170,669 171,006 Short-term debt –related parties Demand notes – various related parties 208,583 218,042 Demand note – K4 Enterprises 1,082,652 730,031 Total short-term debt –related parties 1,291,235 948,073 Notes payable – related party Notes payable – Mike Kemery 1,500,000 1,500,000 Beginning debt discount 256,284 - Additions to debt discount - 300,000 Accretion of interest expense (50,040 ) (43,716 ) Ending debt discount 206,244 256,284 Total notes payable – related party, net debt discount 1,293,756 1,243,716 Convertible debentures Convertible debentures – various 1,476,532 1,007,482 Beginning debt discount 675,273 - Additions to debt discount 378,146 1,388,605 Accretion of interest expense (176,641 ) (713,332 ) Ending debt discount 876,778 675,273 Total convertible debentures, net debt discount 599,754 332,209 Convertible debentures – related parties Convertible debentures – various related parties 610,000 335,000 Beginning debt discount 245,406 - Additions to debt discount 248,593 356,522 Accretion of interest expense (81,071 ) (111,116 ) Ending debt discount 412,928 245,406 Total convertible debentures – related party, net debt discount $ 197,072 $ 89,593 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. Prior to April 18, 2017, the Company conducted a private offering for the sale of convertible notes up to an aggregate of $2,500,000. After April 18, 2017, the Company amended and expanded the private offering to allow for the issuance of up to $11,500,000. Under the amended and expanded offering, the Company conducted a private offering (the “Private Placement 2017”), which bear interest at the rate of 7.5% per annum. During the six months ended June 30, 2018, the Company issued convertible notes related and third parties in the aggregate principal amount of $769,800 under the Private Placement 2017. During the six months ended June 30, 2018, the Company recorded $3,334 and $623,405 of debt discount related to the relative fair value of the warrants and royalty liability, respectively, associated with these convertible notes. As of June 30, 2018, a related party noteholder converted their $25,000 note into 74,973 shares of the Company’s common stock, fair valued at $21,742. In connection with the conversion, the Company also recorded $13,508 extinguishment on related party debt and derivative liability as contributed capital. The notes issued under the private placements are convertible into shares of common stock of the Company based upon the table below: Automatic Conversion Upon Maturity Principal amount of debt Number of convertible debentures Holder Optional Conversion Conversion price for automatic conversion Floor Conversion Price $400,000 1 * $0.35 $0.35 None $490,000 9 ** 90% of closing bid price 20 consecutive days prior to conversion 80% of 20 consecutive days prior to conversion None $475,000 3 90% of closing bid price 20 consecutive days prior to conversion 90% of the closing bid price 20 consecutive days prior to conversion and the floor conversion price See schedule below *** $1,611,532 18 90% of the closing bid price 20 consecutive days prior to conversion 90% of the closing bid price 20 consecutive days prior to conversion and the floor conversion price $0.60 _________ * This debt converted into shares of common stock during the year ended December 31, 2017. ** All notes have been converted into shares of common stock during the three months ended March 31, 2018. *** The floor conversion price for the $475,000 of convertible debt is as follows: Conversion Date (by calendar quarter) Floor Conversion Price 2017 Q2 $ 0.60 2017 Q3 $ 0.70 2017 Q4 $ 0.85 2018 Q1 $ 1.00 Each Subsequent Quarter Increase $0.10 per Quarter The holders of the notes were issued a warrant entitling the holder the right to purchase shares of Company common stock, equal to 30% of the value of their original convertible note. The warrant has a three-year term with an exercise price of $1.30 per share. Under the amended and expanded subscription agreement, the Company issued warrants to purchase 626,185 shares of the Company’s common stock with a relative fair value of $32,557. For the six months ended June 30, 2018, the Company issued 230,940 warrants to purchase common stock of the Company with a relative fair value of $3,334 in connection with the private placement conducted during the period.

NOTE PAYABLE - RELATED PARTY

NOTE PAYABLE - RELATED PARTY	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 8. NOTE PAYABLE - RELATED PARTY	On July 25, 2017, the Company settled its line-of-credit with the Denver Savings Bank through a promissory note from Mike Kemery, a Principal at K4 Enterprises (an entity partially owned and controlled by the President and Chief Executive Officer of the Company), in the principal amount of $1,500,000. The note carries an interest rate of 4.5% per annum and matures in three years. Pursuant to the terms of the agreement, the Company incurred a $300,000 loan origination fee, payable on demand. The Company recorded the fee as a debt discount. The discount is being amortized over the life of the note and the unamortized balance at June 30, 2018 was $206,244, see Note 7.

ROYALTY LIABILITY

ROYALTY LIABILITY	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 9. ROYALTY LIABILITY	The holders of the certain convertible notes referenced in Note 7 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. On April 18, 2017, the Company revised the royalty agreement with the amendment and expansion of the subscription agreement from a maximum aggregate $2,500,000 to a maximum aggregate of $11,500,000. The term of the royalty for OTC Roll-On Venodol and OTC Oral Venodol begins on October 1, 2018 and ends on December 21, 2023. The royalty term of prescription strength Venodol shall be from October 1, 2018 and ending December 31, 2024. Notwithstanding the forgoing, the royalty shall terminate upon the achievement of the Maximum Royalty Amount as described in the table below: Investment parameter Per unit royalty per $100,000 Roll-on Per unit royalty per $100,000 Oral Per Unit royalty per $100,000 Prescription Maximum Royalty Amount Less than $400,000 $ 0.00304348 $ 0.00304348 $ 0.00347826 8 times the subscription amount Greater than $400,000 $ 0.00391304 $ 0.00391304 $ 0.00608696 12 times the subscription amount For 2018, the royalty changed for new subscribers such that the “Royalty Term” shall mean the period beginning October 1, 2018 and ending on the date set forth on the following table for the subscriber’s Affiliated Investment Amount. Affiliated Investment Amount Royalty Term End Date Max Royalty Multiple At least But less than (of investment amount) $25,000 $50,000 12/31/2023 4.00 $50,000 $100,000 12/31/2023 5.00 $100,000 $150,000 12/31/2023 6.00 $150,000 $200,000 12/31/2023 7.00 $200,000 $250,000 9/30/2024 8.00 $250,000 $300,000 9/30/2024 9.00 $300,000 $350,000 9/30/2024 10.00 $350,000 $400,000 9/30/2024 11.00 $400,000 $500,000 9/30/2024 12.00 $500,000 $600,000 3/31/2025 12.25 $600,000 $700,000 3/31/2025 12.50 $700,000 $800,000 3/31/2025 12.75 $800,000 $900,000 3/31/2025 13.00 $900,000 $1,000,000 3/31/2025 13.25 $1,000,000 $1,200,000 9/30/2025 13.50 $1,200,000 $1,400,000 9/30/2025 13.75 $1,400,000 $1,600,000 3/31/2026 14.00 $1,600,000 $1,800,000 3/31/2026 14.25 $1,800,000 $2,000,000 9/30/2026 14.50 $2,000,000 9/30/2026 15.00 For the six months ended June 30, 2018, the Company recorded $623,405 of debt discount related to the relative fair value of the royalty liabilities associated with the new convertible notes, see Note 7. For the six months ended June 30, 2018, the Company recorded an unrealized loss related to the change in present value of the royalty liabilities in the amount of $66,027.

LEASE

LEASE	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 10. LEASE	As of June 30, 2018, the Company had one lease agreement. On December 15, 2016, the Company entered into a commercial sublease with K4 Enterprises 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 Enterprises 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. Expenses in 2017 increased to $1,286 per month.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 11. 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 June 30, 2018, the Company’s deferred tax assets consisted primarily of net operating loss carry forwards. For the three months ended June 30, 2018 and 2017, the material reconciling items between the tax benefit computed at the statutory rate and the actual benefit recognized in the consolidated financial statements consisted of expenses related to share-based compensation and the change in the valuation allowance during the applicable period. At June 30, 2018 and 2017, 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 June 30, 2018, the Company has a net operating loss carry forward of approximately $36.5 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. On December 22, 2017, new federal tax reform legislation was enacted in the United States (the “2017 Tax Act”), resulting in significant changes from previous tax law. The 2017 Tax Act reduces the federal corporate income tax rate to a flat rate of 21%, from a graduated rate structure with a top rate of 35%, effective January 1, 2018. The rate change, along with certain immaterial changes in tax basis resulting from the 2017 Tax Act, resulted in a reduction of the Company’s net deferred tax assets of approximately $4.7 million, and a corresponding reduction in the valuation allowance.

EQUITY

EQUITY	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 12. EQUITY	The Company has authorized the issuance of 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 During the six months ended June 30, 2018, the Company issued 74,923 shares of the Company’s common stock for the conversion of a related party convertible note in the amount of $25,000. The Company issued common stock for services during the six months ended June 30, 2018. The table below details the issuances: Month Shares Issued Fair Value at Issue Date May 2018 106,250 $ 4,771 June 2018 1,290,000 52,632 Total 1,396,250 $ 57,403 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 June 30, 2018, there are 5,200 stock options outstanding under the 2009 Plan. 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 of common stock which may be issued under the options granted pursuant to the 2015 Plan is 3,600,000. 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 June 26, 2018, the Compensation Committee of the Board of Directors awarded 1,390,000 shares of common stock to certain officers, directors, employees and key vendors, under the Company’s 2016 Equity Incentive Plan. As of June 30, 2018, the Company had not yet issued 100,000 shares of these awards and recorded stock payable for $4,080. During the six months ended June 30, 2018, the Company issued no options to purchase shares of common stock. A summary of the stock option activity for the six months ended June 30, 2018 is presented below. Options Weighted-Average Exercise Price Outstanding December 31, 2017 153,771 $ 12.48 Granted - - Exercised - - Expired/Forfeited - - Outstanding June 30, 2018 153,771 $ 12.48 Exercisable June 30, 2018 153,771 12.48 Warrants During the six months ended June 30, 2018, the Company issued warrants to purchase 230,940 shares of common stock. These warrants were issued in connection with the Company’s private placement conducted during the six months ended June 30, 2018. These warrants have an exercise price equal to the closing price of the Company’s common stock on the six-month anniversary of the issuance thereof. The relative fair value of the warrants based on the Black-Scholes model was $3,334. During the six months ended June 30, 2018, 95,000 warrants expired with an average exercise price of $1.25. During the six months ended June 30, 2018, 45,000 warrants were terminated with an average exercise price of $1.02 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 2.05% to 2.46%; ii) expected terms of 3.00 years; iii) expected volatility ranging from 139% to 147%; iv) zero expected dividends and v) stock price of $0.10 to $0.19. A summary of the warrant activity for the six months ended June 30, 2018 is presented below: Warrants Weighted-Average Exercise Price Outstanding at December 31, 2017 6,151,845 $ 1.16 Granted 230,940 1.30 Exercised - - Expired/forfeited/terminated (140,000 ) 1.18 Outstanding June 30, 2018 6,242,785 $ 1.16 Exercisable June 30, 2018 6,282,745 $ 1.16 The weighted average remaining contractual term of the outstanding warrants and exercisable warrants as of June 30, 2018 is 1.13 years.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 13. RELATED PARTY TRANSACTIONS	On January 10, 2017, the Company entered into an employment agreement with Cristopher Grunewald pursuant to which he would continue to serve as the Company’s Chief Executive Officer at a salary of $180,000 per annum. The agreement was to continue until the second anniversary thereof, unless terminated earlier pursuant to the agreement. Pursuant to such 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 May 22, 2017, Mr. Grunewald resigned as Chief Executive Officer of the Company. Pursuant to Mr. Grunewald’s resignation, the Company issued Mr. Grunewald a warrant to purchase 500,000 shares of common stock of the Corporation with an exercise price of $1.25 per share for a term of three years. Mr. Grunewald also agreed to cancel 1,618,627 shares of common stock of the Company previously owned by Mr. Grunewald. Mr. Grunewald remains with the Company in an advisory capacity pursuant to a consulting agreement. Short-term and long-term liabilities to related parties consists of the following: June 30, 2018 December 31, 2017 Short-term debt –related parties Demand notes – various related parties 208,583 218,042 Demand note – K4 Enterprises 1,082,652 730,031 Total short-term debt –related parties 1,291,235 948,073 Notes payable – related party Notes payable – Mike Kemery 1,500,000 1,500,000 Beginning debt discount 256,284 - Additions to debt discount - 300,000 Accretion of interest expense (50,040 ) (43,716 ) Ending debt discount 206,244 256,284 Total notes payable – related party, net debt discount 1,293,756 1,243,716 Convertible debentures – related parties Convertible debentures – various related parties 610,000 335,000 Beginning debt discount 245,406 - Additions to debt discount 248,593 356,522 Accretion of interest expense (81,071 ) (111,116 ) Ending debt discount 412,928 245,406 Total convertible debentures – related party, net debt discount $ 197,072 $ 89,593 On April 21, 2017, Dr. Beetler (Director) purchased a convertible note in the principal amount of $25,000 from the Company, in a private placement, and received a warrant to purchase 7,500 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. On June 7, 2017, Dr. Beetler purchased a convertible note in the principal amount of $250,000 from the Company, in a private placement, and received a warrant to purchase 82,500 shares of the Company’s common stock. The warrants have an exercise price of $1.30 per share. 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 and the floor conversion price as described in the table below. Conversion Date (by calendar Quarter) Floor Conversion Price 2017 Q2 $ 0.60 2017 Q3 $ 0.70 2017 Q4 $ 0.85 2018 Q1 $ 1.00 Each Subsequent Quarter Increase $0.10 per Quarter • 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. On September 25, 2017, Mr. Arthur (Director) purchased a convertible note in the principal amount of $35,000 from the Company, in a private placement, and received a warrant to purchase 10,500 shares of the Company’s common stock. The warrants have an exercise price of $1.30 per share. 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 and the floor conversion price is $0.60 per share. • Interest accrues at 7.5% computed on a 365-day basis. Interest is payable upon conversion of the convertible note at the applicable conversion price. In connection with the issuance of the note, Caretta Therapeutics, LLC (a subsidiary of the Company) entered into a royalty agreement with Mr. Arthur pursuant to which Mr. Arthur 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. On July 25, 2017, the Company settled its line-of-credit with the Denver Savings Bank through a promissory note from Mike Kemery, a Principal at K4 Enterprises (an entity partially owned and controlled by John Krohn, the President, COO, and CEO of the Company), in the principal amount of $1,500,000. The note carries an interest rate of 4.5% and mature in three years. Pursuant to the terms of the agreement, the Company incurred a $300,000 loan origination fee, payable on demand. The Company recorded the fee as a debt discount. On March 21, 2018, Ms. Greta Lang (a related party) purchased a convertible note in the principal amount of $275,000 from the Company, in a private placement, and received a warrant to purchase 82,500 shares of the Company’s common stock. 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 (i) 90% of the of the closing price of the common stock for 20 consecutive trading days immediately preceding such conversion (ii) Floor Conversion Price at $0.60 per share. • 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 connection with the issuance of the note, Caretta Therapeutics, LLC (a subsidiary of the Company) entered into a royalty agreement with Ms. Lang pursuant to which Ms. Lang will receive a pro rata share of a royalty during the years ended 2018 through September 30, 2024 of the Company’s subsidiary Caretta Therapeutics, LLC with a maximum royalty amount of 9 times the principal amount of the convertible note. On April 2, 2018, Ms. Greta Lang (a related party) purchased a convertible note in the principal amount of $25,000 from the Company, in a private placement, and received a warrant to purchase 82,500 shares of the Company’s common stock. 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 (i) 90% of the of the closing price of the common stock for 20 consecutive trading days immediately preceding such conversion (ii) Floor Conversion Price at $0.60 per share. • 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 connection with the issuance of the note, Caretta Therapeutics, LLC (a subsidiary of the Company) entered into a royalty agreement with Ms. Lang pursuant to which Ms. Lang will receive a pro rata share of a royalty during the years ended 2018 through September 30, 2024 of the Company’s subsidiary Caretta Therapeutics, LLC with a maximum royalty amount of 9 times the principal amount of the convertible note. As of June 30, 2018, the Company has a demand note with K4 Enterprises, an entity partially owned and controlled by the President and Chief Executive Officer of the Company, in the amount of $1,082,652. There are no formal payment terms, this loan is payable upon demand.

SUMMARY OF SIGNIFICANT ACCOUN19

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2018
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 debt instruments, derivatives, the fair value of royalty liabilities 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 majority of the non-controlling interest is controlled by K4 Enterprises. 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.
Cash and Cash Equivalents	The Company considers all highly liquid investments with a 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 $1,950 and $66,118 of cash equivalents at June 30, 2018 and December 31, 2017, respectively.
Accounts Receivable	Accounts receivable typically consist of receivables derived from the sale of our non-opioid product Venodol. The Company has classified these as short-term assets in the consolidated balance sheet because the Company expects repayment or recovery within the next 12 months. The Company evaluates these accounts receivable for collectability considering the results of operations and, when necessary, records allowances for expected unrecoverable amounts.
Allowance for Doubtful Accounts	The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized in general and administrative expense. As of June 30, 2018, no allowances have been recorded.
Inventory	Inventories are stated at the lower of cost or net realizable value, using an average cost method. Costs include materials, labor, and manufacturing overhead related to the purchase and production of inventories. We regularly review inventory quantities on hand, future purchase commitments with our suppliers, and the estimated utility of our inventory. If our review indicates a reduction in utility below carrying value, we reduce inventory to the new cost basis.
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 June 30, 2018, 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	The Company has 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 have not been impaired nor has any amortization 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 six months ended June 30, 2018 and 2017, 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 accounted as an offset to reduce convertible debt as debt discount and amortized using the effective interest rate method over the term of the related convertible debt.
Royalty Liability	The royalty rights agreements entered into in connection with the issuances of our convertible promissory notes, issued under the Company’s private placement discussed in Note 7, are treated as sales of future revenues that meet the requirements of Accounting Standards Codification Topic 470 “Debt” to be treated as debt. The estimated future cash outflows under the royalty rights agreements have been combined with the convertible promissory notes issuance costs and interest payable to calculate the effective interest rate of the convertible promissory notes and will be accounted for as interest expense using the effective interest rate method over the term of the convertible promissory notes and royalty rights agreements. Estimating the future cash outflows under the royalty rights agreements requires us to make certain estimates and assumptions about future sales of Venodol products. These estimates of the magnitude and timing of Venodol sales are subject to significant variability due to the current status of development of Venodol products, and thus are subject to significant uncertainty. Therefore, the estimates are likely to change, which may result in future adjustments. The Company records unrealized gains and losses on the change in the present value of the royalty liabilities.
Revenue Recognition	ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, supersedes the revenue recognition requirements and industry-specific guidance under Revenue Recognition (Topic 605). Topic 606 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. The Company adopted Topic 606 on January 1, 2018, using the modified retrospective method applied to contracts that were not completed as of January 1, 2018. Under the modified retrospective method, prior period financial positions and results will not be adjusted. The cumulative effect adjustment recognized in the opening balances included no significant changes as a result of this adoption. While the Company does not expect 2018 net earnings to be materially impacted by revenue recognition timing changes, Topic 606 requires certain changes to the presentation of revenues and related expenses beginning on January 1, 2018. Refer to Note 4 – Revenue from Contracts with Customers for additional information.
Cost of Revenue	The Company’s cost of revenue consists of all costs associated with the production and shipping to our outside warehouse as well as all components costs. The cost to produce sample products that are given out for promotional purposes are also included in the cost of revenue.
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.
Loss per Common Share	Basic 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 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 six months ended June 30, 2018 and 2017, the dilutive effect of the issuance of 230,940 and 454,000 warrants, and 74,973, and 948,079 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.
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 has evaluated subsequent events through the date when the consolidated financial statements were issued for disclosure consideration.
Recent Accounting Pronouncements	In February 2016, the FASB issued ASU No. 2016-02, Leases. This update will require the recognition of a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, for all leases with terms longer than 12 months. For operating leases, the asset and liability will be expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the statement of cash flows. For finance leases, interest on the lease liability will be recognized separately from the amortization of the right-of-use asset in the statement of comprehensive income and the repayment of the principal portion of the lease liability will be classified as a financing activity while the interest component will be included in the operating section of the statement of cash flows. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. Upon adoption, leases will be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” The ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The ASU also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Revenue from Contracts with Customers (Topic 606). The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted. The Company is currently assessing the effect that the ASU will have on our financial position, results of operations, and disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

DESCRIPTION OF BUSINESS AND B20

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Tables)	6 Months Ended
	Jun. 30, 2018
Description Of Business And Basis Of Presentation
Summary of non-controlling interest ownership percentage	As of June 30, 2018, the non-controlling interest ownership percentage for subsidiaries are as follows: Subsidiary Percentage of Non-controlling Interest Owner of Non-controlling Interest Celtic Biotech Iowa, Inc. 5 % Various Caretta Therapeutics, LLC 35 % K4 Enterprises SMA Therapeutics, LLC 20 % K4 Enterprises Zika Therapeutics, LLC 20 % K4 Enterprises

REVENUE FROM CONTRACTS WITH C21

REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)	6 Months Ended
	Jun. 30, 2018
Revenue From Contracts With Customers
Disaggregate revenue by significant product type	The following table disaggregates revenue by significant product type for the three and six months ended June 30, 2018: Three months ended June 30, 2018 Six months ended June 30, 2018 Venodol sales $ 2,232 $ 16,690 Total revenue from customers $ 2,232 $ 16,690

INVENTORY (Tables)

INVENTORY (Tables)	6 Months Ended
	Jun. 30, 2018
Inventory Tables Abstract
Schedule of Inventory	Inventory consisted of the following: June 30, 2018 December 31, 2017 Venom $ 28,771 $ 28,771 Packaging 19,439 19,577 Bottles, Caps & Roll-Ons 2,026 2,026 Finished Goods 139,584 142,352 Total Inventory $ 189,820 $ 192,726

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	6 Months Ended
	Jun. 30, 2018
Property And Equipment
Property and Equipment	Property and equipment consisted of the following: Description Useful lives (years) June 30, 2018 December 31, 2017 Computers 5 $ 10,864 $ 9,620 Software 3 761 761 Furniture 5 1,974 1,974 Equipment 10 9,000 9,000 Subtotal 22,599 21,355 Less accumulated depreciation (14,238 ) (12,322 ) Property and equipment, net $ 8,361 $ 9,033

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2018
Notes Payable
Schedule of short-term and long-term liabilities	The Company’s short-term and long-term liabilities consists of the following: June 30, 2018 December 31, 2017 Notes payable Notes payable - various $ 170,669 $ 171,006 Total notes payable 170,669 171,006 Short-term debt –related parties Demand notes – various related parties 208,583 218,042 Demand note – K4 Enterprises 1,082,652 730,031 Total short-term debt –related parties 1,291,235 948,073 Notes payable – related party Notes payable – Mike Kemery 1,500,000 1,500,000 Beginning debt discount 256,284 - Additions to debt discount - 300,000 Accretion of interest expense (50,040 ) (43,716 ) Ending debt discount 206,244 256,284 Total notes payable – related party, net debt discount 1,293,756 1,243,716 Convertible debentures Convertible debentures – various 1,476,532 1,007,482 Beginning debt discount 675,273 - Additions to debt discount 378,146 1,388,605 Accretion of interest expense (176,641 ) (713,332 ) Ending debt discount 876,778 675,273 Total convertible debentures, net debt discount 599,754 332,209 Convertible debentures – related parties Convertible debentures – various related parties 610,000 335,000 Beginning debt discount 245,406 - Additions to debt discount 248,593 356,522 Accretion of interest expense (81,071 ) (111,116 ) Ending debt discount 412,928 245,406 Total convertible debentures – related party, net debt discount $ 197,072 $ 89,593
Schedule of convertible debt	The notes issued under the private placements are convertible into shares of common stock of the Company based upon the table below: Automatic Conversion Upon Maturity Principal amount of debt Number of convertible debentures Holder Optional Conversion Conversion price for automatic conversion Floor Conversion Price $400,000 1 * $0.35 $0.35 None $490,000 9 ** 90% of closing bid price 20 consecutive days prior to conversion 80% of 20 consecutive days prior to conversion None $475,000 3 90% of closing bid price 20 consecutive days prior to conversion 90% of the closing bid price 20 consecutive days prior to conversion and the floor conversion price See schedule below *** $1,611,532 18 90% of the closing bid price 20 consecutive days prior to conversion 90% of the closing bid price 20 consecutive days prior to conversion and the floor conversion price $0.60 _________ * This debt converted into shares of common stock during the year ended December 31, 2017. ** All notes have been converted into shares of common stock during the three months ended March 31, 2018. *** The floor conversion price for the $475,000 of convertible debt is as follows: Conversion Date (by calendar quarter) Floor Conversion Price 2017 Q2 $ 0.60 2017 Q3 $ 0.70 2017 Q4 $ 0.85 2018 Q1 $ 1.00 Each Subsequent Quarter Increase $0.10 per Quarter

ROYALTY LIABILITY (Tables)

ROYALTY LIABILITY (Tables)	6 Months Ended
	Jun. 30, 2018
Royalty Liability Tables Abstract
Summary of maximum royalty amount described	Investment parameter Per unit royalty per $100,000 Roll-on Per unit royalty per $100,000 Oral Per Unit royalty per $100,000 Prescription Maximum Royalty Amount Less than $400,000 $ 0.00304348 $ 0.00304348 $ 0.00347826 8 times the subscription amount Greater than $400,000 $ 0.00391304 $ 0.00391304 $ 0.00608696 12 times the subscription amount
Schedule of subscribers affiliated investment amount	Affiliated Investment Amount Royalty Term End Date Max Royalty Multiple At least But less than (of investment amount) $25,000 $50,000 12/31/2023 4.00 $50,000 $100,000 12/31/2023 5.00 $100,000 $150,000 12/31/2023 6.00 $150,000 $200,000 12/31/2023 7.00 $200,000 $250,000 9/30/2024 8.00 $250,000 $300,000 9/30/2024 9.00 $300,000 $350,000 9/30/2024 10.00 $350,000 $400,000 9/30/2024 11.00 $400,000 $500,000 9/30/2024 12.00 $500,000 $600,000 3/31/2025 12.25 $600,000 $700,000 3/31/2025 12.50 $700,000 $800,000 3/31/2025 12.75 $800,000 $900,000 3/31/2025 13.00 $900,000 $1,000,000 3/31/2025 13.25 $1,000,000 $1,200,000 9/30/2025 13.50 $1,200,000 $1,400,000 9/30/2025 13.75 $1,400,000 $1,600,000 3/31/2026 14.00 $1,600,000 $1,800,000 3/31/2026 14.25 $1,800,000 $2,000,000 9/30/2026 14.50 $2,000,000 9/30/2026 15.00

EQUITY (Tables)

EQUITY (Tables)	6 Months Ended
	Jun. 30, 2018
Common stock issued for services	Month Shares Issued Fair Value at Issue Date May 2018 106,250 $ 4,771 June 2018 1,290,000 52,632 Total 1,396,250 $ 57,403
Stock Option Plan [Member]
Summary of stock option and warrant activity	Options Weighted-Average Exercise Price Outstanding December 31, 2017 153,771 $ 12.48 Granted - - Exercised - - Expired/Forfeited - - Outstanding June 30, 2018 153,771 $ 12.48 Exercisable June 30, 2018 153,771 12.48
Warrants [Member]
Summary of stock option and warrant activity	Warrants Weighted-Average Exercise Price Outstanding at December 31, 2017 6,151,845 $ 1.16 Granted 230,940 1.30 Exercised - - Expired/forfeited/terminated (140,000 ) 1.18 Outstanding June 30, 2018 6,242,785 $ 1.16 Exercisable June 30, 2018 6,282,745 $ 1.16

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	6 Months Ended
	Jun. 30, 2018
Related Party Transactions
Short-term and long-term liabilities to related parties	June 30, 2018 December 31, 2017 Short-term debt –related parties Demand notes – various related parties 208,583 218,042 Demand note – K4 Enterprises 1,082,652 730,031 Total short-term debt –related parties 1,291,235 948,073 Notes payable – related party Notes payable – Mike Kemery 1,500,000 1,500,000 Beginning debt discount 256,284 - Additions to debt discount - 300,000 Accretion of interest expense (50,040 ) (43,716 ) Ending debt discount 206,244 256,284 Total notes payable – related party, net debt discount 1,293,756 1,243,716 Convertible debentures – related parties Convertible debentures – various related parties 610,000 335,000 Beginning debt discount 245,406 - Additions to debt discount 248,593 356,522 Accretion of interest expense (81,071 ) (111,116 ) Ending debt discount 412,928 245,406 Total convertible debentures – related party, net debt discount $ 197,072 $ 89,593
Schedule of conversion price of convertible debt	Conversion Date (by calendar Quarter) Floor Conversion Price 2017 Q2 $ 0.60 2017 Q3 $ 0.70 2017 Q4 $ 0.85 2018 Q1 $ 1.00 Each Subsequent Quarter Increase $0.10 per Quarter

DESCRIPTION OF BUSINESS AND B28

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details)	6 Months Ended
	Jun. 30, 2018
Celtic Biotech Iowa, Inc. [Member]
Subsidiary	Celtic Biotech Iowa, Inc.
Percentage of Non-controlling Interest	5.00%
Owner of Non-controlling Interest	Various
Caretta Therapeutics, LLC [Member]
Subsidiary	Caretta Therapeutics, LLC
Percentage of Non-controlling Interest	35.00%
Owner of Non-controlling Interest	K4 Enterprises
SMA Therapeutics, LLC [Member]
Subsidiary	SMA Therapeutics, LLC
Percentage of Non-controlling Interest	20.00%
Owner of Non-controlling Interest	K4 Enterprises
Zika Therapeutics, LLC [Member]
Subsidiary	Zika Therapeutics, LLC
Percentage of Non-controlling Interest	20.00%
Owner of Non-controlling Interest	K4 Enterprises

DESCRIPTION OF BUSINESS AND B29

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative)	6 Months Ended
	Jun. 30, 2018
Description Of Business And Basis Of Presentation Details Narrative Abstract
State of incorporation	Nevada
Date of incorporation	Mar. 23, 2012

SUMMARY OF SIGNIFICANT ACCOUN30

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Common shares issuable upon conversion of convertible debt	74,973	948,079
Cash equivalents	$ 1,950	$ 127,823	$ 66,118	$ 313,333
Cash, FDIC uninsured amount	0
Fair value of acquired indefinite-lived assets	$ 6,977,347
Minimum [Member]
Estimated useful lives of the assets	3 years
Maximum [Member]
Estimated useful lives of the assets	10 years
Warrant [Member]
Dilutive effect of issuance of warrants	230,940	454,000

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Going Concern
Accumulated deficit	$ (43,373,268)	$ (41,539,533)
Working capital deficit	$ (3,235,183)

REVENUE FROM CONTRACTS WITH C32

REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Total revenue from customers	$ 2,232		$ 16,690
Venodol Sales [Member]
Total revenue from customers	$ 2,232		$ 16,690

INVENTORY (Details)

INVENTORY (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Total Inventory	$ 189,820	$ 192,726
Venom [Member]
Total Inventory	28,771	28,771
Packaging [Member]
Total Inventory	19,439	19,577
Bottles, Caps & Roll-Ons [Member]
Total Inventory	2,026	2,026
Finished Goods [Member]
Total Inventory	$ 139,584	$ 142,352

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Subtotal	$ 22,599	$ 21,355
Less accumulated depreciation	(14,238)	(12,322)
Property and equipment, net	8,361	9,033
Computers [Member]
Subtotal	$ 10,864	9,620
Useful lives (years)	5 years
Software [Member]
Subtotal	$ 761	761
Useful lives (years)	3 years
Furniture [Member]
Subtotal	$ 1,974	1,974
Useful lives (years)	5 years
Equipment [Member]
Subtotal	$ 9,000	$ 9,000
Useful lives (years)	10 years

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Notes payable
Total notes payable	$ 170,669	$ 171,006
Short-term debt - related parties
Total short-term debt - related parties	1,291,235	948,073
Notes payable - related party
Ending debt discount	206,244	256,284
Convertible debentures
Ending debt discount	876,778	687,556
Ending debt discount	412,928	245,407
Total convertible debentures related party, net debt discount	197,072	89,593
Short-term and long-term liabilities [Member]
Notes payable
Notes payable - various	170,669	171,006
Total notes payable	170,669	171,006
Short-term debt - related parties
Demand notes various related parties	208,583	218,042
Demand note K4 Enterprises	1,082,652	730,031
Total short-term debt - related parties	1,291,235	948,073
Notes payable - related party
Notes payable Mike Kemery	1,500,000	1,500,000
Beginning debt discount	256,284
Additions to debt discount		300,000
Accretion of interest expense	(50,040)	(43,716)
Ending debt discount	206,244	256,284
Total notes payable related party, net debt discount	1,293,756	1,243,716
Convertible debentures
Convertible debentures various	1,476,532	1,007,482
Beginning debt discount	675,273
Additions to debt discount	378,146	1,388,605
Accretion of interest expense	(176,641)	(713,332)
Ending debt discount	876,778	675,273
Total convertible debentures, net debt discount	599,754	332,209
Convertible debentures various related parties	610,000	335,000
Beginning debt discount	245,406
Additions to debt discount	248,593	356,522
Accretion of interest expense	(81,071)	(111,116)
Ending debt discount	412,928	245,406
Total convertible debentures related party, net debt discount	$ 197,072	$ 89,593

NOTES PAYABLE (Details1)

NOTES PAYABLE (Details1)	6 Months Ended
	Jun. 30, 2018USD ($)Integer
Private Placement [Member]
Principal amount of debt | $	$ 400,000
Number of convertible debentures | Integer	1	[1]
Holder Optional Conversion	0.35
Conversion price for automatic conversion Upon Maturity	0.35
Floor Conversion Price for automatic conversion Upon Maturity	None
Private Placement One [Member]
Principal amount of debt | $	$ 490,000
Number of convertible debentures | Integer	9	[2]
Holder Optional Conversion	90% of closing bid price 20 consecutive days prior to conversion
Conversion price for automatic conversion Upon Maturity	80% of 20 consecutive days prior to conversion
Floor Conversion Price for automatic conversion Upon Maturity	None
Private Placement Two [Member]
Principal amount of debt | $	$ 475,000
Number of convertible debentures | Integer	3
Holder Optional Conversion	90% of closing bid price 20 consecutive days prior to conversion
Conversion price for automatic conversion Upon Maturity	90% of the closing bid price 20 consecutive days prior to conversion and the floor conversion price
Floor Conversion Price for automatic conversion Upon Maturity	See schedule below
Private Placement Three [Member]
Principal amount of debt | $	$ 1,611,532
Number of convertible debentures | Integer	18
Holder Optional Conversion	90% of the closing bid price 20 consecutive days prior to conversion
Conversion price for automatic conversion Upon Maturity	90% of the closing bid price 20 consecutive days prior to conversion and the floor conversion price
Floor Conversion Price for automatic conversion Upon Maturity	None
[1]	This debt converted into shares of common stock during the year ended December 31, 2017.
[2]	All notes have been converted into shares of common stock during the three months ended March 31, 2018.

NOTES PAYABLE (Details 2)

NOTES PAYABLE (Details 2)	6 Months Ended
	Jun. 30, 2018
2017 Q2 [Member]
Floor Conversion Price	0.60
2017 Q3 [Member]
Floor Conversion Price	0.70
2017 Q4 [Member]
Floor Conversion Price	0.85
2018 Q1 [Member]
Floor Conversion Price	1
Each Subsequent Quarter [Member]
Floor Conversion Price	Increase $0.10 per Quarter

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended		12 Months Ended
	Apr. 18, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2016	Dec. 31, 2017
Convertible promissory notes, offering total	$ 2,500,000
Derivative liability					$ 13,508
Extinguishment of related party debt and derivative liability as contributed capital		$ 13,508
Maximum [Member]
Royalty liability	11,500,000
Private Placement [Member]
Convertible promissory notes, offering total	$ 11,500,000
Interest rate	7.50%
Notes conversion description		Common stock, equal to 30% of the value of their original convertible note.
Warrants issued to purchase common shares		230,940
Warrants issued to purchase common shares, value		$ 3,334
Private Placement [Member] | Convertible Notes [Member]
Convertible promissory notes principal amount				$ 1,382,000
Interest rate				7.50%
Common stock, convertible conversion, percentage				90.00%
Notes maturity period				24 months
Notes conversion description				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.
Warrants issued to purchase common shares		626,185
Warrants issued to purchase common shares, value		$ 32,557
Exercise price per share		$ 1.30
Warrant term		3 years
Private Placement [Member] | Convertible Notes [Member] | Maximum [Member]
Convertible promissory notes, offering total				$ 2,500,000
Private Placement 2017 [Member] | Convertible Notes [Member]
Convertible promissory notes principal amount		$ 769,800
Convertible notes, converted, shares		74,973
Convertible notes, converted, value		$ 25,000
Convertible notes, fair value		21,742
Extinguishment of related party debt and derivative liability as contributed capital		13,508
Private Placement 2017 [Member] | Convertible Notes [Member] | Royalty Liability [Member]
Debt discount		623,405
Private Placement 2017 [Member] | Convertible Notes [Member] | Warrant [Member]
Debt discount		$ 3,334

NOTE PAYABLE - RELATED PARTY (D

NOTE PAYABLE - RELATED PARTY (Details Nartrative) - USD ($)	1 Months Ended
	Jul. 25, 2017	Jun. 30, 2018	Dec. 31, 2017
Notes payable - related party, net of debt discount		$ 206,244	$ 256,284
Denver Savings Bank [Member]
Convertible promissory notes principal amount	$ 1,500,000
Interest rate	4.50%
Debt instrument maturity term	3 years
Loan origination fee	$ 300,000

ROYALTY LIABILITIES (Details)

ROYALTY LIABILITIES (Details)	6 Months Ended
	Jun. 30, 2018$ / shares
Maximum royalty amount less than $400,000	8 times the subscription amount
Maximum royalty amount greater than $400,000	12 times the subscription amount
Roll On [Member]
Less than $400,000	$ 0.00304348
Greater than $400,000	0.00391304
Oral [Member]
Less than $400,000	0.00304348
Greater than $400,000	0.00391304
Prescription [Member]
Less than $400,000	0.00347826
Greater than $400,000	$ 0.00608696

ROYALTY LIABILITIES (Details 1)

ROYALTY LIABILITIES (Details 1)	6 Months Ended
	Jun. 30, 2018USD ($)DecimalInteger
But Less Than [Member]
Affiliated investment amount	$ 50,000
Royalty term end date	Dec. 31, 2023
Max royalty multiple of investment amount | Decimal	4
At Least [Member]
Affiliated investment amount	$ 25,000
Royalty term end date	Dec. 31, 2023
Max royalty multiple of investment amount | Integer	4
At Least One [Member]
Affiliated investment amount	$ 50,000
Royalty term end date	Dec. 31, 2023
Max royalty multiple of investment amount | Integer	5
At Least Two [Member]
Affiliated investment amount	$ 100,000
Royalty term end date	Dec. 31, 2023
Max royalty multiple of investment amount | Decimal	6
At Least Three [Member]
Affiliated investment amount	$ 150,000
Royalty term end date	Dec. 31, 2023
Max royalty multiple of investment amount | Decimal	7
At Least Four [Member]
Affiliated investment amount	$ 200,000
Royalty term end date	Sep. 30, 2024
Max royalty multiple of investment amount | Decimal	8
At Least Five [Member]
Affiliated investment amount	$ 250,000
Royalty term end date	Sep. 30, 2024
Max royalty multiple of investment amount | Decimal	9
At Least Six [Member]
Affiliated investment amount	$ 300,000
Royalty term end date	Sep. 30, 2024
Max royalty multiple of investment amount | Decimal	10
At Least Seven [Member]
Affiliated investment amount	$ 350,000
Royalty term end date	Sep. 30, 2024
Max royalty multiple of investment amount | Decimal	11
At Least Eight [Member]
Affiliated investment amount	$ 400,000
Royalty term end date	Sep. 30, 2024
Max royalty multiple of investment amount | Decimal	12
At Least Nine [Member]
Affiliated investment amount	$ 500,000
Royalty term end date	Mar. 31, 2025
Max royalty multiple of investment amount | Decimal	12.25
At Least Ten [Member]
Affiliated investment amount	$ 600,000
Royalty term end date	Mar. 31, 2025
Max royalty multiple of investment amount | Decimal	12.5
At Least Eleven [Member]
Affiliated investment amount	$ 700,000
Royalty term end date	Mar. 31, 2025
Max royalty multiple of investment amount | Decimal	12.75
At Least Twelve [Member]
Affiliated investment amount	$ 800,000
Royalty term end date	Mar. 31, 2025
Max royalty multiple of investment amount | Decimal	13
At Least Thirteen [Member]
Affiliated investment amount	$ 900,000
Royalty term end date	Mar. 31, 2025
Max royalty multiple of investment amount | Decimal	13.25
At Least Fourteen [Member]
Affiliated investment amount	$ 1,000,000
Royalty term end date	Sep. 30, 2025
Max royalty multiple of investment amount | Decimal	13.5
At Least Fifteen [Member]
Affiliated investment amount	$ 1,200,000
Royalty term end date	Sep. 30, 2025
Max royalty multiple of investment amount | Decimal	13.75
At Least Sixteen [Member]
Affiliated investment amount	$ 1,400,000
Royalty term end date	Mar. 31, 2026
Max royalty multiple of investment amount | Decimal	14
At Least Seventeen [Member]
Affiliated investment amount	$ 1,600,000
Royalty term end date	Mar. 31, 2026
Max royalty multiple of investment amount | Decimal	14.25
At Least Eighteen [Member]
Affiliated investment amount	$ 1,800,000
Royalty term end date	Sep. 30, 2026
Max royalty multiple of investment amount | Decimal	14.5
At Least Nineteen [Member]
Affiliated investment amount	$ 2,000,000
Royalty term end date	Sep. 30, 2026
Max royalty multiple of investment amount | Decimal	15
But Less Than One [Member]
Affiliated investment amount	$ 100,000
Royalty term end date	Dec. 31, 2023
Max royalty multiple of investment amount | Decimal	5
But Less Than Two [Member]
Affiliated investment amount	$ 150,000
Royalty term end date	Dec. 31, 2023
Max royalty multiple of investment amount | Decimal	6
But Less Than Three [Member]
Affiliated investment amount	$ 200,000
Royalty term end date	Dec. 31, 2023
Max royalty multiple of investment amount | Decimal	7
But Less Than Four [Member]
Affiliated investment amount	$ 250,000
Royalty term end date	Sep. 30, 2024
Max royalty multiple of investment amount | Decimal	8
But Less Than Five [Member]
Affiliated investment amount	$ 300,000
Royalty term end date	Sep. 30, 2024
Max royalty multiple of investment amount | Decimal	9
But Less Than Six [Member]
Affiliated investment amount	$ 350,000
Royalty term end date	Sep. 30, 2024
Max royalty multiple of investment amount | Decimal	10
But Less Than Seven [Member]
Affiliated investment amount	$ 400,000
Royalty term end date	Sep. 30, 2024
Max royalty multiple of investment amount | Decimal	11
But Less Than Eight [Member]
Affiliated investment amount	$ 500,000
Royalty term end date	Sep. 30, 2024
Max royalty multiple of investment amount | Decimal	12
But Less Than Nine [Member]
Affiliated investment amount	$ 600,000
Royalty term end date	Mar. 31, 2025
Max royalty multiple of investment amount | Decimal	12.25
But Less Than Ten [Member]
Affiliated investment amount	$ 700,000
Royalty term end date	Mar. 31, 2025
Max royalty multiple of investment amount | Decimal	12.5
But Less Than Eleven [Member]
Affiliated investment amount	$ 800,000
Royalty term end date	Mar. 31, 2025
Max royalty multiple of investment amount | Decimal	12.75
But Less Than Twelve [Member]
Affiliated investment amount	$ 900,000
Royalty term end date	Mar. 31, 2025
Max royalty multiple of investment amount | Decimal	13
But Less Than Thirteen [Member]
Affiliated investment amount	$ 1,000,000
Royalty term end date	Mar. 31, 2025
Max royalty multiple of investment amount | Decimal	13.25
But Less Than Fourteen [Member]
Affiliated investment amount	$ 1,200,000
Royalty term end date	Sep. 30, 2025
Max royalty multiple of investment amount | Decimal	13.5
But Less Than Fifteen [Member]
Affiliated investment amount	$ 1,400,000
Royalty term end date	Sep. 30, 2025
Max royalty multiple of investment amount | Decimal	13.75
But Less Than Sixteen [Member]
Affiliated investment amount	$ 1,600,000
Royalty term end date	Mar. 31, 2026
Max royalty multiple of investment amount | Decimal	14
But Less Than Seventeen [Member]
Affiliated investment amount	$ 1,800,000
Royalty term end date	Mar. 31, 2026
Max royalty multiple of investment amount | Decimal	14.25
But Less Than Eighteen [Member]
Affiliated investment amount	$ 2,000,000
Royalty term end date	Sep. 30, 2026
Max royalty multiple of investment amount | Decimal	14.5
But Less Than Nineteen [Member]
Affiliated investment amount
Royalty term end date	Sep. 30, 2026
Max royalty multiple of investment amount | Decimal	15

ROYALTY LIABILITIES (Details Na

ROYALTY LIABILITIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Apr. 18, 2017
Debt discount for relative fair value of royalties attached to convertible notes			$ 623,405	$ 991,386
Unrealized gain from change in present value of royalty liabilities	$ 71,118	$ 50,901	$ 66,027	$ 50,901
Minimum [Member]
Royalty liability					$ 2,500,000
Maximum [Member]
Royalty liability					$ 11,500,000

LEASE (Details Narrative)

LEASE (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Lease term	5 years
Rent expense, monthly	$ 1,314
Other rent expense, monthly	$ 800
Annual rent expense increase, percentage	2.00%
Lease term description	December 15, 2016, ending December 1, 2021
Maximum [Member]
Other rent expense, monthly		$ 1,286

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Dec. 22, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Taxes Details Narrative Abstract
Valuation Allowance		100.00%	100.00%
Net operating loss carry forward		$ 36,500,000
Net operating loss carry forward expire years		Expire between years 2028 and 2036
Federal corporate income tax rate description	The 2017 Tax Act reduces the federal corporate income tax rate to a flat rate of 21%, from a graduated rate structure with a top rate of 35%, effective January 1, 2018.
Reduction in deferred tax assets	$ 4,700,000

EQUITY (Details)

EQUITY (Details)	6 Months Ended
	Jun. 30, 2018USD ($)shares
Shares Issued | shares	1,396,250
Fair Value at Issue Date | $	$ 57,403
May 2018 [Member]
Shares Issued | shares	106,250
Fair Value at Issue Date | $	$ 4,771
June 2018 [Member]
Shares Issued | shares	1,290,000
Fair Value at Issue Date | $	$ 52,632

EQUITY (Details 1)

EQUITY (Details 1) - Stock Option Plan [Member]	6 Months Ended
	Jun. 30, 2018$ / 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]	6 Months Ended
	Jun. 30, 2018$ / sharesshares
Options
Outstanding at Beginning | shares	6,151,845
Granted | shares	230,940
Exercised | shares
Expired/forfeited/terminated | shares	(140,000)
Outstanding at Ending | shares	6,242,785
Exercisable at Ending | shares	6,282,745
Weighted-Average Exercise Price
Weighted-Average Exercise Price Outstanding Beginning | $ / shares	$ 1.16
Granted | $ / shares	1.30
Exercised | $ / shares
Expired/forfeited/terminated | $ / shares	1.18
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 ($)	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017	Dec. 13, 2016	Jun. 30, 2016	Jun. 26, 2016	Nov. 25, 2015
Preferred Stock Shares Authorized	1,500,000	1,500,000
Common Stock Shares Authorized	4,000,000,000	4,000,000,000
Common Stock Shares Issued during period	74,923
Convertible note	$ 25,000
Series A Preferred Stock [Member]
Preferred Stock Shares Authorized	3,000,000	3,000,000
2009 Stock Option Plan [Member]
Stock options outstanding	5,200
2016 Equity Incentive Plan [Member]
Common stock capital shares for reserved			5,000,000
Common stock issuable for compensation					1,390,000
Stock payable, amount				$ 4,080
Stock payable, shares				100,000
2015 Equity Incentive Plan [Member]
Option granted						3,600,000
Maximum [Member] | 2009 Stock Option Plan [Member]
Option issued to purchase common stock	7,000,000
Warrant [Member]
Warrants issued to purchase common stock	230,940
Fair value of options/warrants	$ 3,334
Warrants expired	95,000
Exercise price	$ 1.25
Fair value expected terms	3 years
Fair value expected dividends	$ 0
Weighted average remaining contractual term	1 year 1 month 16 days
Terminated warrants	45,000
Exercise price terminated warrants	$ 1.02
Warrant [Member] | Minimum [Member]
Fair value discount rates	2.05%
Fair value expected volatility	139.00%
Fair value stock price	$ 0.10
Warrant [Member] | Maximum [Member]
Fair value discount rates	2.46%
Fair value expected volatility	147.00%
Fair value stock price	$ 0.19

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Short-term debt related parties
Total short-term debt related parties	$ 1,291,235	$ 948,073
Notes payable - related party
Ending debt discount	206,244	256,284
Ending debt discount	412,928	245,407
Total convertible debentures related party, net debt discount	197,072	89,593
Short-term and long-term liabilities Related Parties [Member]
Short-term debt related parties
Demand notes various related parties	208,583	218,042
Demand note K4 Enterprises	1,082,652	730,031
Total short-term debt related parties	1,291,235	948,073
Notes payable - related party
Notes payable Mike Kemery	1,500,000	1,500,000
Beginning debt discount	256,284
Additions to debt discount		300,000
Accretion of interest expense	(50,040)	(43,716)
Ending debt discount	206,244	256,284
Total notes payable related party, net debt discount	1,293,756	1,243,716
Convertible debentures various related parties	610,000	335,000
Beginning debt discount	245,406
Additions to debt discount	248,593	356,522
Accretion of interest expense	(81,071)	(111,116)
Ending debt discount	412,928	245,406
Total convertible debentures related party, net debt discount	$ 197,072	$ 89,593

RELATED PARTY TRANSACTIONS (D50

RELATED PARTY TRANSACTIONS (Details 1)	6 Months Ended
	Jun. 30, 2018
2017 Q2 [Member]
Floor Conversion Price	0.60
2017 Q3 [Member]
Floor Conversion Price	0.70
2017 Q4 [Member]
Floor Conversion Price	0.85
2018 Q1 [Member]
Floor Conversion Price	1
Each Subsequent Quarter [Member]
Floor Conversion Price	Increase $0.10 per Quarter

RELATED PARTY TRANSACTIONS (D51

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Apr. 02, 2018	Jun. 07, 2017	Mar. 21, 2018	Sep. 25, 2017	Jul. 25, 2017	May 22, 2017	Apr. 21, 2017	Jun. 30, 2018	Jan. 10, 2017
Convertible note								$ 25,000
Denver Savings Bank [Member]
Convertible promissory notes principal amount					$ 1,500,000
Interest rate					4.50%
Debt instrument maturity term					3 years
Loan origination fee					$ 300,000
Ms. Greta Lang [Member]
Warrant to purchase of common stock shares	82,500		82,500
Convertible note	$ 25,000		$ 275,000
Terms of conversion feature, description	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 (i) 90% of the of the closing price of the common stock for 20 consecutive trading days immediately preceding such conversion (ii) Floor Conversion Price at $0.60 per share.		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 (i) 90% of the of the closing price of the common stock for 20 consecutive trading days immediately preceding such conversion (ii) Floor Conversion Price at $0.60 per share.
Description of interest rate computation	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.		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.
Interest rate	7.50%		7.50%
K4 Enterprise, LLC [Member]
Loan payable								$ 1,082,652
Mr. Arthur [Member]
Warrant to purchase of common stock shares				10,500
Exercise price per share				$ 1.30
Convertible note				$ 35,000
Terms of conversion feature, description				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 and the Floor Conversion price shall mean $0.60 per share
Description of interest rate computation				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.
Interest rate				7.50%
Mr. Arthur [Member] | Royality Agreement [Member]
Royalty description								Aggregate of 5% of net revenue.
Term description								In connection with the issuance of the note, Caretta Therapeutics, LLC (a subsidiary of the Company) entered into a royalty agreement with Mr. Arthur pursuant to which Mr. Arthur 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:
Dr. Beetler [Member]
Warrant to purchase of common stock shares		82,500					7,500
Exercise price per share		$ 1.30
Convertible note		$ 250,000					$ 25,000
Terms of conversion feature, description		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 and the Floor Conversion price as described in the table below Conversion Date (by calendar Quarter) Floor Conversion Price 2017 Q2 $ 0.60 2017 Q3 $ 0.70 2017 Q4 $ 0.85 2018 Q1 $ 1.00 Each Subsequent Quarter Increase $0.10 per Quarter					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.
Description of interest rate computation		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.					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.
Interest rate		7.50%					7.50%
Cristopher Grunewald [Member]
Warrant to purchase of common stock shares						500,000
Exercise price per share						$ 1.25
Warrants Term						3 years
Cancellation of common stock shares						1,618,627
Cristopher Grunewald [Member] | Employment agreement [Member]
Annual compensation payable under agreement									$ 180,000
Ms. Lang [Member] | Royality Agreement [Member]
Term description								In connection with the issuance of the note, Caretta Therapeutics, LLC (a subsidiary of the Company) entered into a royalty agreement with Ms. Lang pursuant to which Ms. Lang will receive a pro rata share of a royalty during the years ended 2018 through September 30, 2024 of the Company’s subsidiary Caretta Therapeutics, LLC with a maximum royalty amount of 9 times the principal amount of the convertible note.