Rebus (RBSH) 8-K/A 21 Dec 17 Financial Statements and Exhibits Financial data

Document and Entity Information

Document and Entity Information	6 Months Ended
	Jun. 30, 2017
Document And Entity Information
Entity Registrant Name	Inspyr Therapeutics, Inc.
Entity Central Index Key	1,421,204
Document Type	8-K/A
Trading Symbol	NSPX
Document Period End Date	Jun. 30, 2017
Amendment Flag	false

CONDENSED BALANCE SHEETS (Unaud

CONDENSED BALANCE SHEETS (Unaudited) - Lewis and Clark Pharmaceuticals, Inc. [Member] - USD ($)	Jun. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash	$ 5,694	$ 320,946	$ 105,256
Prepaid expenses	2,693	2,693
Total current assets	8,387	323,639	105,256
Property and equipment, net of accumulated depreciation of $15,902, $13,517 and $9,297, respectively	12,461	14,846	13,642
Total assets	20,848	338,485	118,898
Current liabilities:
Accounts payable and accrued expenses	3,327	16,833	33,081
Accrued interest	241,054	178,209	86,431
Due to related party	14,800	14,000	14,000
Convertible notes payable	742,040	762,040	200,000
Total current liabilities	1,001,221	971,082	333,512
Convertible notes payable, long term	1,325,000	1,280,000	850,000
Total liabilities	2,326,221	2,251,082	1,183,512
Deficiency in stockholders' equity:
Common stock, no par value; 5,000,000 shares authorized, 1,817,978 shares issued and outstanding, respectively	1,058,000	1,058,000	1,058,000
Additional paid in capital	386,274	386,274	231,914
Accumulated deficit	(3,749,647)	(3,356,871)	(2,354,528)
Total deficiency in stockholders' equity	(2,305,373)	(1,912,597)	(1,064,614)
Total liabilities and deficiency in stockholders' equity	$ 20,848	$ 338,485	$ 118,898

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - Lewis and Clark Pharmaceuticals, Inc. [Member] - USD ($)	Jun. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Property and equipment, net of accumulated depreciation	$ 15,902	$ 13,517	$ 9,297
Common stock, par value (in dollars per share)	$ 0	$ 0	$ 0
Common stock, authorized	5,000,000	5,000,000	5,000,000
Common stock, issued	1,817,978	1,817,978	1,817,978
Common stock, outstanding	1,817,978	1,817,978	1,817,978

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (unaudited) - Lewis and Clark Pharmaceuticals, Inc. [Member] - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Operating expenses:
General and administrative	$ 332,447	$ 339,878	$ 916,186	$ 810,201
Total operating expenses	332,447	339,878	916,186	810,201
Loss from operations	(332,447)	(339,878)	(916,186)	(810,201)
Other income (expense):
Miscellaneous income	1,993	4,275	4,906	15,447
Interest income (expense), net	(62,322)	(38,279)	(91,063)	(57,500)
Loss before provision for income taxes	(392,776)	(373,882)	(1,002,343)	(852,254)
Provision for income taxes
Net loss	$ (392,776)	$ (373,882)	$ (1,002,343)	$ (852,254)
Net loss per common share, basic and diluted (in dollars per share)	$ (0.22)	$ (0.21)	$ (0.55)	$ (0.47)
Weighted average shares outstanding (in shares)	1,817,978	1,817,978	1,817,978	1,817,978

STATEMENT OF DEFICIENCY IN STOC

STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY - Lewis and Clark Pharmaceuticals, Inc. [Member] - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at beginning at Dec. 31, 2014	$ 1,058,000	$ 165,048	$ (1,502,274)	$ (279,226)
Balance at beginning (in shares) at Dec. 31, 2014	1,817,978
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation		$ 66,866		66,866
Net loss			(852,254)	(852,254)
Balance at end at Dec. 31, 2015	$ 1,058,000	231,914	(2,354,528)	(1,064,614)
Balance at end (in shares) at Dec. 31, 2015	1,817,978
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation		154,360		154,360
Net loss			(1,002,343)	(1,002,343)
Balance at end at Dec. 31, 2016	$ 1,058,000	$ 386,274	$ (3,356,871)	$ (1,912,597)
Balance at end (in shares) at Dec. 31, 2016	1,817,978

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (unaudited) - Lewis and Clark Pharmaceuticals, Inc. [Member] - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities:
Net loss	$ (392,776)	$ (373,882)	$ (1,002,343)	$ (852,254)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation	2,385	2,109	4,220	3,491
Stock based compensation			154,360	66,866
Change in assets and liabilities:
Prepaid expense			(2,693)	9,034
Accounts payable and accrued expenses	49,339	10,269	75,530	90,581
Cash used in operating activities	(341,052)	(361,504)	(770,926)	(682,282)
Cash flows from investing activities:
Acquisition of equipment			(5,424)	(5,250)
Cash used in investing activities			(5,424)	(5,250)
Cash flows from financing activities:
Repayments of related party loans	800	1,000		(1,000)
Proceeds from convertible notes	25,000	290,000	992,040	301,000
Cash provided by financing activities	25,800	291,000	992,040	300,000
Net increase (decrease) in cash	(315,252)	(70,504)	215,690	(387,532)
Cash, beginning of period	320,946	105,256	105,256	492,788
Cash, end of period	5,694	34,752	320,946	105,256
Supplemental Schedule of Cash Flow Information:
Cash paid for interest
Cash paid for income taxes

Pro Forma Balance Sheet

Pro Forma Balance Sheet	Jun. 30, 2017USD ($)
Pro Forma Adjustments (Dr) [Member]
Current assets:
Property and equipment, net	$ 340,539
Goodwill	2,134,700
Current liabilities:
Accrued interest	241,054
Convertible notes payable	2,067,040
Advances from stockholders	14,800
Deficiency in stockholders' equity:
Common stock	3,380,894	[1]
Additional common stock		[2]
Additional paid in capital	386,274	[2]
Accumulated deficit		[3]
Total assets and liabilities and stockholders' deficit	8,565,301
Pro Forma Adjustments (Cr) [Member]
Deficiency in stockholders' equity:
Common stock	2,322,894
Additional common stock	712
Additional paid in capital	2,492,048
Accumulated deficit	3,749,647
Total assets and liabilities and stockholders' deficit	8,565,301
Pro Forma [Member]
Current assets:
Cash and cash equivalents	11,694
Prepaid expenses	33,693
Total current assets	45,387
Property and equipment, net	358,000
Goodwill	2,134,700
Other intangibles	60,000
Other assets	3,000
Total assets	2,601,087
Current liabilities:
Accounts payable and accrued expenses	2,314,327
Derivative liabilities	2,227,000
Accrued interest
Convertible notes payable
Advances from stockholders
Total current liabilities	4,541,327
Deficiency in stockholders' equity:
Preferred stock
Common stock	712
Additional paid in capital	48,089,048
Accumulated deficit	(50,030,000)
Total stockholders' deficit	(1,940,240)
Total liabilities and stockholders' deficit	2,601,087
Lewis and Clark Pharmaceuticals, Inc. [Member]
Current assets:
Cash and cash equivalents	5,694
Prepaid expenses	2,693
Total current assets	8,387
Property and equipment, net	12,461	[2]
Goodwill		[2]
Total assets	20,848
Current liabilities:
Accounts payable and accrued expenses	3,327
Accrued interest	241,054	[1]
Convertible notes payable	2,067,040
Advances from stockholders	14,800	[1]
Total current liabilities	2,326,221
Deficiency in stockholders' equity:
Preferred stock
Common stock	1,058,000	[3]
Additional paid in capital	386,274	[3]
Accumulated deficit	(3,749,647)
Total stockholders' deficit	(2,305,373)
Total liabilities and stockholders' deficit	20,848
Inspyr Therapeutics, Inc. [Member]
Current assets:
Cash and cash equivalents	6,000
Prepaid expenses	31,000
Total current assets	37,000
Property and equipment, net	5,000
Goodwill
Other intangibles	60,000
Other assets	3,000
Total assets	105,000
Current liabilities:
Accounts payable and accrued expenses	2,311,000
Derivative liabilities	2,227,000
Advances from stockholders
Total current liabilities	4,538,000
Deficiency in stockholders' equity:
Preferred stock
Common stock
Additional paid in capital	45,597,000
Accumulated deficit	(50,030,000)
Total stockholders' deficit	(4,433,000)
Total liabilities and stockholders' deficit	$ 105,000
[1]	To record the conversion of Lewis and Clark Pharmaceuticals, Inc. ("Lewis and Clark") debt into Lewis and Clark common stock prior to the acquisition on July 31, 2017.
[2]	To record the purchase of Lewis and Clark. As consideration, we issued 7,122,172 shares of common, par value $0.0001 per share.The consideration issued has been valued at $2,492,760.
[3]	To eliminate the equity accounts of Lewis and Clark.

Pro Forma Statement of Operatio

Pro Forma Statement of Operations - USD ($)		6 Months Ended	12 Months Ended
		Jun. 30, 2017	Dec. 31, 2016
Pro Forma Adjustments (Dr) [Member]
Operating expense		$ 23,000	$ 46,000
Other income (expense):
Weighted average shares outstanding (in shares)	[1]
Pro Forma Adjustments (Cr) [Member]
Other income (expense):
Weighted average shares outstanding (in shares)		7,122,172	7,122,172
Pro Forma [Member]
Research and development		$ 965,000	$ 1,101,000
Operating expense		1,136,447	3,051,186
Total operating expenses		2,101,447	4,152,186
Loss from operations		(2,101,447)	(4,152,186)
Other income (expense):
Miscellaneous income		1,993	4,906
Gain on change in fair value of derivative liability		1,998,000	2,523,000
Interest income (expense), net		(1,524,322)	(2,979,063)
Loss before provision for income taxes		(1,625,776)	(4,603,343)
Provision for income taxes
Net loss		$ (1,625,776)	$ (4,603,343)
Net loss per share, basic and diluted (in dollars per share)		$ (0.19)	$ (0.54)
Weighted average shares outstanding (in shares)		8,649,708	8,516,237
Lewis and Clark Pharmaceuticals, Inc. [Member]
Research and development
Operating expense	[2]	$ 332,447	916,186
Total operating expenses		332,447	916,186
Loss from operations		(332,447)	(916,186)
Other income (expense):
Miscellaneous income		1,993	4,906
Gain on change in fair value of derivative liability
Interest income (expense), net		(62,322)	(91,063)
Loss before provision for income taxes		(392,776)	(1,002,343)
Provision for income taxes
Net loss		(392,776)	(1,002,343)
Inspyr Therapeutics, Inc. [Member]
Research and development		965,000	1,101,000
Operating expense		781,000	2,089,000
Total operating expenses		1,746,000	3,190,000
Loss from operations		(1,746,000)	(3,190,000)
Other income (expense):
Miscellaneous income
Gain on change in fair value of derivative liability		1,998,000	2,523,000
Interest income (expense), net		(1,462,000)	(2,888,000)
Loss before provision for income taxes		(1,210,000)	(3,555,000)
Provision for income taxes
Net loss		$ (1,210,000)	$ (3,555,000)
Net loss per share, basic and diluted (in dollars per share)		$ (0.79)	$ (2.55)
Weighted average shares outstanding (in shares)		1,527,536	1,394,065
[1]	To record shares issued in acquisition
[2]	To record depreciation expense on assets acquired

BACKGROUND

BACKGROUND	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Lewis and Clark Pharmaceuticals, Inc. [Member]
BACKGROUND	NOTE 1 – BACKGROUND Lewis and Clark Pharmaceuticals, Inc. (“we”, “us”, “our company”, “our”, “Lewis and Clark” or the “Company”) was formed under the laws of the State of Virginia in October 2012, and has its principal office in Charlottesville, Virginia. We are a biotechnology company focused on the early stage development of adenosine receptor-based compounds, with a focus on A2A and A2B antagonists, and A2A agonists. Our compounds have the potential to assist with the treatment of many diseases including cancer and inflammation. Our ability to execute our business plan is dependent on the amount and timing of cash, if any, that we are able to raise. Should we not raise sufficient funds to execute our business plan, our business operations will cease to exist.	NOTE 1 – BACKGROUND Lewis and Clark Pharmaceuticals, Inc. (“we”, “us”, “our company”, “our”, “Lewis and Clark” or the “Company”) was formed under the laws of the State of Virginia in October 2012, and has its principal office in Charlottesville, Virginia. We are a biotechnology company focused on the early stage development of adenosine receptor-based compounds, with a focus on A2A and A2B antagonists, and A2A agonists. Our compounds have the potential to assist with the treatment of many diseases including cancer and inflammation. Our ability to execute our business plan is dependent on the amount and timing of cash, if any, that we are able to raise. Should we not raise sufficient funds to execute our business plan, our business operations will cease to exist.

MANAGEMENT'S PLANS TO CONTINUE

MANAGEMENT'S PLANS TO CONTINUE AS A GOING CONCERN	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Lewis and Clark Pharmaceuticals, Inc. [Member]
MANAGEMENT'S PLANS TO CONTINUE AS A GOING CONCERN	NOTE 2 – MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN The opinion of our independent registered accounting firm on our financial statements contains explanatory going concern language. We have prepared our financial statements on the basis that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred losses since inception and have an accumulated deficit of $3,749,647 as of June 30, 2017. We anticipate incurring additional losses for the foreseeable future until such time, if ever, that we can generate significant sales from our product candidates which are currently in development or we enter into cash flow positive business development transactions. To date, we have generated no sales or revenues, have incurred significant losses and expect to incur significant additional losses. Consequently, our operations are subject to all the risks inherent in the establishment of a pre-revenue business enterprise as well as those risks associated with a company engaged in the research and development of pharmaceutical compounds. Our cash and cash equivalents balance at June 30, 2017 was $5,694. We anticipate raising additional funds through collaborative arrangements, licensing agreements, public or private sales of debt or equity securities, or some combination thereof. There is no assurance that any such arrangement will be entered into or that financing will be available when needed in order to allow us to continue our operations, or if available, on terms favorable or acceptable to us. In the event financing is not obtained, we may pursue cost cutting measures as well as explore the sale of selected assets to generate additional funds. If we are required to significantly reduce operating expenses and delay, reduce the scope of, or eliminate any of our development programs or clinical trials, these events could have a material adverse effect on: our business, results of operations, and financial condition. These factors raise significant doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our auditors’ report issued in connection with our December 31, 2016 and 2015 financial statements expressed an opinion that our capital resources as of the date of their audit report were not sufficient to sustain operations or complete our planned activities for the upcoming year unless we raised additional funds. Accordingly, our current cash level raises substantial doubt about our ability to continue as a going concern. If we do not obtain additional funds by such time, we may no longer be able to continue as a going concern and will cease operations which means that our shareholders will lose their entire investment.	NOTE 2 – MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN The opinion of our independent registered accounting firm on our financial statements contains explanatory going concern language. We have prepared our financial statements on the basis that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred losses since inception and have an accumulated deficit of $3,356,871 as of December 31, 2016. We anticipate incurring additional losses for the foreseeable future until such time, if ever, that we can generate significant sales from our product candidates which are currently in development or we enter into cash flow positive business development transactions. To date, we have generated no sales or revenues, have incurred significant losses and expect to incur significant additional losses. Consequently, our operations are subject to all the risks inherent in the establishment of a pre-revenue business enterprise as well as those risks associated with a company engaged in the research and development of pharmaceutical compounds. Our cash and cash equivalents balance at December 31, 2016 was $320,946. We anticipate raising additional funds through collaborative arrangements, licensing agreements, public or private sales of debt or equity securities, or some combination thereof. There is no assurance that any such arrangement will be entered into or that financing will be available when needed in order to allow us to continue our operations, or if available, on terms favorable or acceptable to us. In the event financing is not obtained, we may pursue cost cutting measures as well as explore the sale of selected assets to generate additional funds. If we are required to significantly reduce operating expenses and delay, reduce the scope of, or eliminate any of our development programs or clinical trials, these events could have a material adverse effect on: our business, results of operations, and financial condition. These factors raise significant doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our auditors’ report issued in connection with our December 31, 2016 and 2015 financial statements expressed an opinion that our capital resources as of the date of their audit report were not sufficient to sustain operations or complete our planned activities for the upcoming year unless we raised additional funds. Accordingly, our current cash level raises substantial doubt about our ability to continue as a going concern. If we do not obtain additional funds by such time, we may no longer be able to continue as a going concern and will cease operations which means that our shareholders will lose their entire investment.

SUMMARY OF CRITICAL ACCOUNTING

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Lewis and Clark Pharmaceuticals, Inc. [Member]
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES	NOTE 3 – SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These interim financial statements as of and for the six months ended June 30, 2017 and 2016 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. The results for the six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any future period. All references to June 30, 2017 and 2016 in these footnotes are unaudited. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results may differ from those estimates. Loss per Share Basic loss per share is calculated by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share. The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding as of June 30, 2017 and 2016, as they would be anti-dilutive: 2017 2016 Shares underlying options outstanding 262,240 157,240 Fair Value of Financial Instruments Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments with maturities of three months or less when acquired. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. Stock-Based Compensation We measure the cost of employee services received in exchange for equity awards based on the grant-date fair value of the awards. All awards under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to non-employees is determined in accordance with the fair value of the consideration received or the fair value of the equity instruments issued, whichever is a more reliable measurement. Compensation expense for awards granted to non-employees is re-measured on each accounting period. Determining the appropriate fair value of stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based compensation and the volatility of our stock price. We use the Black-Scholes option-pricing model to value our stock option awards which incorporates our stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life. Recent Accounting Pronouncements With the exception of those discussed below, there have not been any recent changes in accounting pronouncements and Accounting Standards Update (ASU) issued by the Financial Accounting Standards Board (FASB) during the six months ended June 30, 2017 that are of significance or potential significance to the Company. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting”, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. If an award is not probable of vesting at the time a change is made, the new guidance clarifies that no new measurement date will be required if there is no change to the fair value, vesting conditions, and classification. This ASU will be applied prospectively and is effective for fiscal years beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. The Company does not expect this standard to have a material impact on its financial statements.	NOTE 3 – SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results may differ from those estimates. Research and Development Research and development costs are charged to expense as incurred. Property and Equipment Office equipment is stated at cost less accumulated depreciation. Depreciation is calculated on the straight line basis over the estimated useful lives of the assets of three to seven years. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to expense. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its office equipment for impairment. Loss per Share Basic loss per share is calculated by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share. The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding as of December 31, 2016 and 2015, as they would be anti-dilutive: 2016 2015 Shares underlying options outstanding 262,240 157,240 Fair Value of Financial Instruments Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments with maturities of three months or less when acquired. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. Stock-Based Compensation We measure the cost of employee services received in exchange for equity awards based on the grant-date fair value of the awards. All awards under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to non-employees is determined in accordance with the fair value of the consideration received or the fair value of the equity instruments issued, whichever is a more reliable measurement. Compensation expense for awards granted to non-employees is re-measured on each accounting period. Determining the appropriate fair value of stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based compensation and the volatility of our stock price. We use the Black-Scholes option-pricing model to value our stock option awards which incorporates our stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years 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 operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. Recent Accounting Pronouncements There are various recently issued accounting updates, most of which represented technical corrections to the accounting literature or application to specific industries, which are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting”, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. If an award is not probable of vesting at the time a change is made, the new guidance clarifies that no new measurement date will be required if there is no change to the fair value, vesting conditions, and classification. This ASU will be applied prospectively and is effective for fiscal years beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. The Company does not expect this standard to have a material impact on its financial statements.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Lewis and Clark Pharmaceuticals, Inc. [Member]
PROPERTY AND EQUIPMENT	NOTE 4 – PROPERTY AND EQUIPMENT Depreciation expense related to property and equipment was $2,385 and $2,109 for the six months ended June 30, 2017 and 2016, respectively.	NOTE 4 – PROPERTY AND EQUIPMENT Major classes of property and equipment at December 31, 2016 and 2015 consist of the following: 2016 2015 Computers and equipment $ 7,225 $ 7,225 Lab equipment 21,138 15,714 28,363 22,939 Less: accumulated depreciation (13,517 ) (9,297 ) Net property and equipment $ 14,846 $ 13,642 Depreciation expense related to property and equipment was $4,220 and $3,491 for the years ended December 31, 2016 and 2015, respectively.

CONVERTIBLE DEBENTURES

CONVERTIBLE DEBENTURES	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Lewis and Clark Pharmaceuticals, Inc. [Member]
CONVERTIBLE DEBENTURES	NOTE 5 – CONVERTIBLE DEBENTURES The Company has entered into various convertible notes with substantially the same terms. In the event that the Company issues and sells shares of a class of its equity securities (“Equity Securities”) to investors (the “Investors”) on or before the Maturity Date in an equity financing or series of equity financings with total proceeds to the Company of not less than $1,700,000 (excluding the conversion of the Notes), and with the principal purpose of raising capital (a “Qualified Financing”), then the outstanding principal balance of this Note and accrued interest thereon (the “Conversion Amount”) shall convert in whole without any further action by the Holder, at the Holder’s election, into (A) the securities issued to the investors in the Qualified Financing, or (B) any other class of Equity Securities of the Company then authorized as outstanding at a conversion price (the “Conversion Price”) equal to lesser of (a) the product of price per share paid by the Investors purchasing the Equity Securities multiplied by the Applicable Discount (as defined), or (b) the price determined by dividing $3,250,000 by the Fully Diluted Capitalization (as defined) as of immediately prior to the Qualified Financing. If, prior to the Maturity Date and the occurrence of a Qualified Financing, a Change in Control (as defined) of the Company occurs, then upon the closing of such Change of Control, the Holder shall be entitled to receive the greater of (a) all outstanding accrued interest plus 1.5 times the outstanding principal and accrued interest on this Note, or (b) the amount the Holder would receive if the Conversion Amount had converted into such class of authorized and/or outstanding shares of the Company as the Holder may elect immediately prior to the closing of the Change in Control at a price determined by dividing $3,250,000 by the Fully Diluted Capitalization as of immediately prior to the closing of the Change in Control. One note in the amount of $203,040 bears interest at the rate of 8% per year. The remaining notes bear interest at 6% per year. The notes have maturity dates of three years from the date of issuance through June 2020. As of June 30, 2017 and December 31, 2016, accrued interest related to these convertible debentures was $241,054 and $178,209, respectively. Convertible notes aggregating $80,000 are held by stockholders as of June 30, 2017 and December 31, 2016. In connection with the acquisition of 100% of our common stock described in Note 8, all debentures and related accrued interest were converted into common stock prior to the acquisition.	NOTE 5 – CONVERTIBLE DEBENTURES The Company has entered into various convertible notes with substantially the same terms. In the event that the Company issues and sells shares of a class of its equity securities (“Equity Securities”) to investors (the “Investors”) on or before the Maturity Date in an equity financing or series of equity financings with total proceeds to the Company of not less than $1,700,000 (excluding the conversion of the Notes), and with the principal purpose of raising capital (a “Qualified Financing”), then the outstanding principal balance of this Note and accrued interest thereon (the “Conversion Amount”) shall convert in whole without any further action by the Holder, at the Holder’s election, into (A) the securities issued to the investors in the Qualified Financing, or (B) any other class of Equity Securities of the Company then authorized as outstanding at a conversion price (the “Conversion Price”) equal to lesser of (a) the product of price per share paid by the Investors purchasing the Equity Securities multiplied by the Applicable Discount (as defined), or (b) the price determined by dividing $3,250,000 by the Fully Diluted Capitalization (as defined) as of immediately prior to the Qualified Financing. If, prior to the Maturity Date and the occurrence of a Qualified Financing, a Change in Control (as defined) of the Company occurs, then upon the closing of such Change of Control, the Holder shall be entitled to receive the greater of (a) all outstanding accrued interest plus 1.5 times the outstanding principal and accrued interest on this Note, or (b) the amount the Holder would receive if the Conversion Amount had converted into such class of authorized and/or outstanding shares of the Company as the Holder may elect immediately prior to the closing of the Change in Control at a price determined by dividing $3,250,000 by the Fully Diluted Capitalization as of immediately prior to the closing of the Change in Control. One note in the amount of $203,040 bears interest at the rate of 8% per year. The remaining notes bear interest at 6% per year. The notes have maturity dates of three years from the date of issuance through November 2019. As of December 31, 2016 and 2015, accrued interest related to these convertible debentures was $178,209 and $86,431, respectively. Convertible notes aggregating $80,000 and $30,000 are held by stockholders as of December 31, 2016 and 2015, respectively. Long term debt at December 31, 2016 matures as follows: Year ending December 31, 2018 $ 291,000 Year ending December 31, 2019 989,000 $ 1,280,000 In connection with the acquisition of 100% of our common stock described in Note 10, all debentures and related accrued interest were converted into common stock prior to the acquisition.

CAPITAL STOCK AND STOCKHOLDERS'

CAPITAL STOCK AND STOCKHOLDERS' EQUITY	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Lewis and Clark Pharmaceuticals, Inc. [Member]
CAPITAL STOCK AND STOCKHOLDER'S EQUITY	NOTE 6 – CAPITAL STOCK AND STOCKHOLDERS’ EQUITY Common Stock We are authorized to issue 5,000,000 shares of our common stock, with no par value. There were 1,817,978 common shares issued and outstanding at June 30, 2017 and December 31, 2016.	NOTE 6 – CAPITAL STOCK AND STOCKHOLDERS’ EQUITY Common Stock We are authorized to issue 5,000,000 shares of our common stock, with no par value. There were 1,817,978 common shares issued and outstanding at December 31, 2016 and 2015.

STOCK OPTIONS

STOCK OPTIONS	12 Months Ended
	Dec. 31, 2016
Lewis and Clark Pharmaceuticals, Inc. [Member]
STOCK OPTIONS	NOTE 7 – STOCK OPTIONS The following table summarizes stock option activity for the two years ended December 31, 2017: Options Outstanding Weighted Average Exercise Price Outstanding at December 31, 2014 111,756 $ 1.85 Granted 45,484 1.90 Exercised — — Expired or canceled — — Outstanding at December 31, 2015 157,240 1.87 Granted 105,000 1.87 Exercised — — Expired or canceled — — Outstanding at December 31, 2016 262,240 $ 1.87 Exercisable at December 31, 2016 262,240 $ 1.87 During 2016, we issued options to purchase 105,000 shares of common stock to employees. Of these options, 70,000 have an exercise price of $1.81 and 35,000 have an exercise price of $1.99. The options were vested upon grant and expire in ten years. We recorded an expense of $154,360 during 2016. During 2015, we issued options to purchase 45,484 shares of common stock to employees. Of these options, 23,457 have an exercise price of $1.81 and 22,027 have an exercise price of $1.99. The options were vested upon grant and expire in ten years. We recorded an expense of $66,866 during 2016. The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the grants issued during 2016 and 2015: 2016 2015 Volatility 245 % 245 % Expected term (years) 5.0 5.0 Risk-free interest rate 1.33 % 1.61 % Dividend yield 0 % 0 %

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Lewis and Clark Pharmaceuticals, Inc. [Member]
COMMITMENTS AND CONTINGENCIES	NOTE 7 – COMMITMENTS AND CONTINGENCIES Operating Leases The lease for our facility expires at the end of each calendar year and we have the right to renew the lease on an annual basis. Rent expense amounted to $58,064 and $56,373 for the six months ended June 30, 2017 and 2016, respectively. Legal Matters The Company is subject at times to legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.	NOTE 8 – COMMITMENTS AND CONTINGENCIES Operating Leases The lease for our facility expires at the end of each calendar year and we have the right to renew the lease on an annual basis. Rent expense amounted to $112,745 and $108,409 for the years ended December 31, 2016 and 2015, respectively. Legal Matters The Company is subject at times to legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2016
Lewis and Clark Pharmaceuticals, Inc. [Member]
INCOME TAXES	NOTE 9 — INCOME TAXES The Company had, subject to limitation, approximately $2,971,000 of net operating loss carryforwards at December 31, 2016, which will expire at various dates beginning in 2032 through 2036. We have provided a 100% valuation allowance for the deferred tax benefits resulting from the net operating loss carryover due to our lack of earnings history. These carry forwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an IRC Section 382/383 analysis. If a change in ownership were to have occurred, NOL and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company’s effective tax rate. In addressing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. The valuation allowance increased by approximately $380,000 and $324,000 for the years ended December 31, 2016 and 2015, respectively. Significant components of deferred tax assets and liabilities are as follows: 2016 2015 Deferred tax assets: Net operating loss carryover $ 1,127,639 $ 805,744 Stock-based compensation 146,630 88,035 Total deferred tax assets 1,274,269 893,779 Less: valuation allowance (1,274,269 ) (893,779 ) Net deferred tax assets $ — $ — The actual tax benefit differs from the expected tax benefit for the years ended December 31, 2016 and 2015 as follows: 2016 2015 Statutory federal income tax rate -34.0 % -34.0 % State income taxes -4.0 % -4.0 % Valuation allowance 38.0 % 38.0 % Effective income tax rate — % — % The Company’s tax returns for the previous three years remain open for audit by the respective tax jurisdictions.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Lewis and Clark Pharmaceuticals, Inc. [Member]
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS Management has evaluated subsequent events through December 19, 2017 Subsequent to June 30, 2017: ● We issued convertible notes aggregating $45,000, with substantially the same terms as those described in Note 5. ● We issued 2,118,264 shares of common stock upon conversion of all outstanding convertible notes, related accrued interest and options outstanding. ● On July 31, 2017, Inspyr Therapeutics, Inc. (“Inspyr”) acquired 100% of our common stock, pursuant to the terms of a share exchange agreement (“Agreement”) dated July 31, 2017 (“Closing Date”), by and among, Inspyr, Lewis and Clark, certain principals of Lewis and Clark (the “Principals”) and all of the existing shareholders of Lewis and Clark (“Shareholders”). As consideration for the acquisition of Lewis and Clark, Inspyr agreed to issue an aggregate of 7,122,172 shares of Inspyr common stock (“Payment Shares”) to the Shareholders, accounting for, subsequent to the closing of the transaction, the Shareholders owning 50% of the issue and outstanding capital stock of Inspyr (including common shares issuable upon conversion of Inspyr’s outstanding preferred stock).	NOTE 10 – SUBSEQUENT EVENTS Management has evaluated subsequent events through December 19, 2017, the date on which the financial statements were available to be issued. Subsequent to December 31, 2016: ● We issued convertible notes aggregating $70,000, with substantially the same terms as those described in Note 5. ● We issued 2,118,264 shares of common stock upon conversion of all outstanding convertible notes, related accrued interest and options outstanding. ● On July 31, 2017, Inspyr Therapeutics, Inc. (“Inspyr”) acquired 100% of our common stock, pursuant to the terms of a share exchange agreement (“Agreement”) dated July 31, 2017 (“Closing Date”), by and among, Inspyr, Lewis and Clark, certain principals of Lewis and Clark (the “Principals”) and all of the existing shareholders of Lewis and Clark (“Shareholders”). As consideration for the acquisition of Lewis and Clark, Inspyr agreed to issue an aggregate of 7,122,172 shares of Inspyr common stock (“Payment Shares”) to the Shareholders, accounting for, subsequent to the closing of the transaction, the Shareholders owning 50% of the issue and outstanding capital stock of Inspyr (including common shares issuable upon conversion of Inspyr’s outstanding preferred stock).

SUMMARY OF CRITICAL ACCOUNTIN19

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Policies) - Lewis and Clark Pharmaceuticals, Inc. [Member]	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These interim financial statements as of and for the six months ended June 30, 2017 and 2016 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. The results for the six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any future period. All references to June 30, 2017 and 2016 in these footnotes are unaudited.
Use of Estimates	Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results may differ from those estimates.	Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results may differ from those estimates.
Research and Development		Research and Development Research and development costs are charged to expense as incurred.
Property and Equipment		Property and Equipment Office equipment is stated at cost less accumulated depreciation. Depreciation is calculated on the straight line basis over the estimated useful lives of the assets of three to seven years. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to expense. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its office equipment for impairment.
Loss per Share	Loss per Share Basic loss per share is calculated by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share. The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding as of June 30, 2017 and 2016, as they would be anti-dilutive: 2017 2016 Shares underlying options outstanding 262,240 157,240	Loss per Share Basic loss per share is calculated by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share. The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding as of December 31, 2016 and 2015, as they would be anti-dilutive: 2016 2015 Shares underlying options outstanding 262,240 157,240
Fair Value of Financial Instruments	Fair Value of Financial Instruments Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments with maturities of three months or less when acquired. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts.	Fair Value of Financial Instruments Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments with maturities of three months or less when acquired. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts.
Stock-Based Compensation	Stock-Based Compensation We measure the cost of employee services received in exchange for equity awards based on the grant-date fair value of the awards. All awards under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to non-employees is determined in accordance with the fair value of the consideration received or the fair value of the equity instruments issued, whichever is a more reliable measurement. Compensation expense for awards granted to non-employees is re-measured on each accounting period. Determining the appropriate fair value of stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based compensation and the volatility of our stock price. We use the Black-Scholes option-pricing model to value our stock option awards which incorporates our stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life.	Stock-Based Compensation We measure the cost of employee services received in exchange for equity awards based on the grant-date fair value of the awards. All awards under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to non-employees is determined in accordance with the fair value of the consideration received or the fair value of the equity instruments issued, whichever is a more reliable measurement. Compensation expense for awards granted to non-employees is re-measured on each accounting period. Determining the appropriate fair value of stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based compensation and the volatility of our stock price. We use the Black-Scholes option-pricing model to value our stock option awards which incorporates our stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life.
Income Taxes		Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years 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 operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible.
Recent Accounting Pronouncements	Recent Accounting Pronouncements With the exception of those discussed below, there have not been any recent changes in accounting pronouncements and Accounting Standards Update (ASU) issued by the Financial Accounting Standards Board (FASB) during the six months ended June 30, 2017 that are of significance or potential significance to the Company. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting”, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. If an award is not probable of vesting at the time a change is made, the new guidance clarifies that no new measurement date will be required if there is no change to the fair value, vesting conditions, and classification. This ASU will be applied prospectively and is effective for fiscal years beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. The Company does not expect this standard to have a material impact on its financial statements.	Recent Accounting Pronouncements There are various recently issued accounting updates, most of which represented technical corrections to the accounting literature or application to specific industries, which are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting”, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. If an award is not probable of vesting at the time a change is made, the new guidance clarifies that no new measurement date will be required if there is no change to the fair value, vesting conditions, and classification. This ASU will be applied prospectively and is effective for fiscal years beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. The Company does not expect this standard to have a material impact on its financial statement

SUMMARY OF CRITICAL ACCOUNTIN20

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Tables)	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Lewis and Clark Pharmaceuticals, Inc. [Member]
Schedule of weighted average shares outstanding	The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding as of June 30, 2017 and 2016, as they would be anti-dilutive: 2017 2016 Shares underlying options outstanding 262,240 157,240	The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding as of December 31, 2016 and 2015, as they would be anti-dilutive: 2016 2015 Shares underlying options outstanding 262,240 157,240

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2016
Lewis and Clark Pharmaceuticals, Inc. [Member]
Schedule of major classes of property and equipment	Major classes of property and equipment at December 31, 2016 and 2015 consist of the following: 2016 2015 Computers and equipment $ 7,225 $ 7,225 Lab equipment 21,138 15,714 28,363 22,939 Less: accumulated depreciation (13,517 ) (9,297 ) Net property and equipment $ 14,846 $ 13,642

CONVERTIBLE DEBENTURES (Tables)

CONVERTIBLE DEBENTURES (Tables)	12 Months Ended
	Dec. 31, 2016
Lewis and Clark Pharmaceuticals, Inc. [Member]
Schedule of Long term debt	Long term debt at December 31, 2016 matures as follows: Year ending December 31, 2018 $ 291,000 Year ending December 31, 2019 989,000 $ 1,280,000

STOCK OPTIONS (Tables)

STOCK OPTIONS (Tables) - Lewis and Clark Pharmaceuticals, Inc. [Member]	12 Months Ended
	Dec. 31, 2016
Schedule of stock option activity	The following table summarizes stock option activity for the two years ended December 31, 2017: Options Outstanding Weighted Average Exercise Price Outstanding at December 31, 2014 111,756 $ 1.85 Granted 45,484 1.90 Exercised — — Expired or canceled — — Outstanding at December 31, 2015 157,240 1.87 Granted 105,000 1.87 Exercised — — Expired or canceled — — Outstanding at December 31, 2016 262,240 $ 1.87 Exercisable at December 31, 2016 262,240 $ 1.87
Schedule of weighted-average assumptions using black-scholes option-pricing model	The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the grants issued during 2016 and 2015: 2016 2015 Volatility 245 % 245 % Expected term (years) 5.0 5.0 Risk-free interest rate 1.33 % 1.61 % Dividend yield 0 % 0 %

INCOME TAXES (Tables)

INCOME TAXES (Tables) - Lewis and Clark Pharmaceuticals, Inc. [Member]	12 Months Ended
	Dec. 31, 2016
Schedule of deferred tax assets and liabilities	Significant components of deferred tax assets and liabilities are as follows: 2016 2015 Deferred tax assets: Net operating loss carryover $ 1,127,639 $ 805,744 Stock-based compensation 146,630 88,035 Total deferred tax assets 1,274,269 893,779 Less: valuation allowance (1,274,269 ) (893,779 ) Net deferred tax assets $ — $ —
Schedule of effective income tax rate	The actual tax benefit differs from the expected tax benefit for the years ended December 31, 2016 and 2015 as follows: 2016 2015 Statutory federal income tax rate -34.0 % -34.0 % State income taxes -4.0 % -4.0 % Valuation allowance 38.0 % 38.0 % Effective income tax rate — % — %

MANAGEMENT'S PLANS TO CONTINU25

MANAGEMENT'S PLANS TO CONTINUE AS A GOING CONCERN (Details Narrative) - Lewis and Clark Pharmaceuticals, Inc. [Member] - USD ($)	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Accumulated deficit	$ (3,749,647)	$ (3,356,871)		$ (2,354,528)
Cash and cash equivalents	$ 5,694	$ 320,946	$ 34,752	$ 105,256	$ 492,788

SUMMARY OF CRITICAL ACCOUNTIN26

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details) - shares	6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Lewis and Clark Pharmaceuticals, Inc. [Member]
Shares underlying options outstanding	262,240	157,240	262,240	157,240

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - Lewis and Clark Pharmaceuticals, Inc. [Member] - USD ($)	Jun. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Property and equipment, gross		$ 28,363	$ 22,939
Less: accumulated depreciation	$ (15,902)	(13,517)	(9,297)
Net property and equipment	$ 12,461	14,846	13,642
Computers and Equipment [Member]
Property and equipment, gross		7,225	7,225
Lab Equipment [Member]
Property and equipment, gross		$ 21,138	$ 15,714

PROPERTY AND EQUIPMENT (Detai28

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2015
Lewis and Clark Pharmaceuticals, Inc. [Member]
Depreciation expense	$ 2,385	$ 4,220	$ 2,109	$ 3,491

CONVERTIBLE DEBENTURES (Details

CONVERTIBLE DEBENTURES (Details) - Lewis and Clark Pharmaceuticals, Inc. [Member]	Dec. 31, 2016USD ($)
Year ending December 31, 2018	$ 291,000
Year ending December 31, 2019	989,000
Long term debt	$ 1,280,000

CONVERTIBLE DEBENTURES (Detai30

CONVERTIBLE DEBENTURES (Details Narrative) - Lewis and Clark Pharmaceuticals, Inc. [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Total proceeds from convertible notes	$ 1,700,000	$ 1,700,000
Description of convertible notes	(A) the securities issued to the investors in the Qualified Financing, or (B) any other class of Equity Securities of the Company then authorized as outstanding at a conversion price (the “Conversion Price”) equal to lesser of (a) the product of price per share paid by the Investors purchasing the Equity Securities multiplied by the Applicable Discount (as defined), or (b) the price determined by dividing $3,250,000 by the Fully Diluted Capitalization (as defined) as of immediately prior to the Qualified Financing. If, prior to the Maturity Date and the occurrence of a Qualified Financing, a Change in Control (as defined) of the Company occurs, then upon the closing of such Change of Control, the Holder shall be entitled to receive the greater of (a) all outstanding accrued interest plus 1.5 times the outstanding principal and accrued interest on this Note, or (b) the amount the Holder would receive if the Conversion Amount had converted into such class of authorized and/or outstanding shares of the Company as the Holder may elect immediately prior to the closing of the Change in Control at a price determined by dividing $3,250,000 by the Fully Diluted Capitalization as of immediately prior to the closing of the Change in Control.	(A) the securities issued to the investors in the Qualified Financing, or (B) any other class of Equity Securities of the Company then authorized as outstanding at a conversion price (the “Conversion Price”) equal to lesser of (a) the product of price per share paid by the Investors purchasing the Equity Securities multiplied by the Applicable Discount (as defined), or (b) the price determined by dividing $3,250,000 by the Fully Diluted Capitalization (as defined) as of immediately prior to the Qualified Financing. If, prior to the Maturity Date and the occurrence of a Qualified Financing, a Change in Control (as defined) of the Company occurs, then upon the closing of such Change of Control, the Holder shall be entitled to receive the greater of (a) all outstanding accrued interest plus 1.5 times the outstanding principal and accrued interest on this Note, or (b) the amount the Holder would receive if the Conversion Amount had converted into such class of authorized and/or outstanding shares of the Company as the Holder may elect immediately prior to the closing of the Change in Control at a price determined by dividing $3,250,000 by the Fully Diluted Capitalization as of immediately prior to the closing of the Change in Control.
Percentage of shares acquired	100.00%	100.00%
Convertible notes face amount	$ 45,000	$ 70,000
8% Convertible Note [Member]
Convertible notes face amount	$ 203,040	$ 203,040
Debt interest rates	8.00%	8.00%
Changes in interest rates	6.00%	6.00%
Amount of accrued interest	$ 241,054	$ 178,209	$ 86,431
Amount of convertible notes held by stockholders	$ 80,000	$ 80,000	$ 30,000
Maturity date of convertible notes	The notes have maturity dates of three years from the date of issuance through November 2019.	The notes have maturity dates of three years from the date of issuance through November 2019.

CAPITAL STOCK AND STOCKHOLDER'S

CAPITAL STOCK AND STOCKHOLDER'S EQUITY (Details Narrative) - Lewis and Clark Pharmaceuticals, Inc. [Member] - $ / shares	Jun. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Common stock, par value (in dollars per share)	$ 0	$ 0	$ 0
Common stock, authorized	5,000,000	5,000,000	5,000,000
Common stock, issued	1,817,978	1,817,978	1,817,978
Common stock, outstanding	1,817,978	1,817,978	1,817,978

STOCK OPTIONS (Details)

STOCK OPTIONS (Details) - Lewis and Clark Pharmaceuticals, Inc. [Member] - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at begenning	157,240	111,756
Granted	105,000	45,484
Exercised
Expired or canceled
Outstanding at ending	262,240	157,240
Exercisable at ending	262,240
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding at begenning	$ 1.87	$ 1.85
Granted	1.87	1.90
Exercised
Expired or canceled
Outstanding at ending	1.87	$ 1.87
Exercisable at ending	$ 1.87

STOCK OPTIONS (Details 1)

STOCK OPTIONS (Details 1) - Lewis and Clark Pharmaceuticals, Inc. [Member]	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Volatility	245.00%	245.00%
Expected term (years)	5 years	5 years
Risk-free interest rate	1.33%	1.61%
Dividend yield	0.00%	0.00%

STOCK OPTIONS (Details Narrativ

STOCK OPTIONS (Details Narrative) - Lewis and Clark Pharmaceuticals, Inc. [Member] - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Number of shares granted	105,000	45,484
Exercise price (in dollars per share)	$ 1.87	$ 1.90
Stock based compensation expenses	$ 154,360	$ 66,866
Tranche One [Member]
Number of shares granted	70,000	23,457
Exercise price (in dollars per share)	$ 1.81	$ 1.81
Tranche Two [Member]
Number of shares granted	35,000	22,027
Exercise price (in dollars per share)	$ 1.99	$ 1.99

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Lewis and Clark Pharmaceuticals, Inc. [Member]
Rent expenses	$ 58,064	$ 56,373	$ 112,745	$ 108,409

INCOME TAXES (Details)

INCOME TAXES (Details) - Lewis and Clark Pharmaceuticals, Inc. [Member] - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Deferred tax assets:
Net operating loss carryover	$ 1,127,639	$ 805,744
Stock-based compensation	146,630	88,035
Total deferred tax assets	1,274,269	893,779
Less: valuation allowance	(1,274,269)	(893,779)
Net deferred tax assets

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - Lewis and Clark Pharmaceuticals, Inc. [Member]	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Statutory federal income tax rate	(34.00%)	(34.00%)
State income taxes	(4.00%)	(4.00%)
Valuation allowance	38.00%	38.00%
Effective income tax rate	0.00%	0.00%

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - Lewis and Clark Pharmaceuticals, Inc. [Member] - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Net operating loss carryforwards	$ 2,971,000
Expiration period for tax credit	2032 through 2036
Increased in valuation allowance	$ 380,000	$ 324,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Lewis and Clark Pharmaceuticals, Inc. [Member] - USD ($)	Jul. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Subsequent Event [Line Items]
Percentage of shares acquired		100.00%	100.00%
Convertible notes face amount		$ 45,000	$ 70,000
Number of convertible debt isuued		2,118,264	2,118,264
Subsequent Event [Member] | Share exchange agreement [Member]
Subsequent Event [Line Items]
Percentage of shares acquired	100.00%
Stock issued during period, shares	7,122,172
Description of acquisition	On July 31, 2017, Inspyr Therapeutics, Inc. (“Inspyr”) acquired 100% of our common stock, pursuant to the terms of a share exchange agreement (“Agreement”) dated July 31, 2017 (“Closing Date”), by and among, Inspyr, Lewis and Clark, certain principals of Lewis and Clark (the “Principals”) and all of the existing shareholders of Lewis and Clark (“Shareholders”). As consideration for the acquisition of Lewis and Clark, Inspyr agreed to issue an aggregate of 7,122,172 shares of Inspyr common stock (“Payment Shares”) to the Shareholders, accounting for, subsequent to the closing of the transaction, the Shareholders owning 50% of the issue and outstanding capital stock of Inspyr (including common shares issuable upon conversion of Inspyr’s outstanding preferred stock).