NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2014 |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION [Abstract] | ' |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | ' |
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION |
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Current Operations and Background - United Cannabis Corporation ("UCANN" or the "Company"), a Colorado corporation, was originally formed as a California corporation under the name MySkin, Inc. on November 15, 2007. UCANN was formed as a Colorado corporation on March 25, 2014, and on May 2, 2014, MySkin, Inc. merged into UCANN, a wholly-owned subsidiary of MySkin, Inc., for the purpose of changing domicile from California to Colorado and changing the corporation's name to United Cannabis Corporation. We ceased to be a development stage enterprise effective January 1, 2008 as our planned principal operations had commenced. |
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On March 31, 2014 the Company sold all right, title and interest in the tangible and intangible assets, trademarks, customer lists, intellectual property and rights, which it owned and were related to the advanced skin care business since the Company has entered into a new business and no longer has any use for these assets. The assets were sold to MySkin Services, Inc. ("MTA"), a business partly owned by Marichelle Stoppenhagen, a former officer and director of the Company in exchange for the $15,000 payable which the Company owed to Marichelle Stoppenhagen and/or MTA. In addition, MTA assumed all costs associated with these assets starting on March 31, 2014. |
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On March 26, 2014, the Company entered into a License Agreement with Earnest Blackmon ("Blackmon"), Tony Verzura ("Verzura") and Chad Ruby ("Ruby") pursuant to which Blackmon, Verzura and Ruby licensed certain intellectual property to the Company in exchange for a total of 38,690,000 shares of the Company's common stock. |
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In connection with this transaction: |
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Blackmon, Verzura and Ruby licensed to the Company all of their knowledge and know-how relating to the design and buildout of cultivation facilities, their genetics, growing/cultivation system, seed-to-sale protocols and procedures, products, a genetic catalogue including over 150 different strains, an advanced (non-psychoactive) cannabinoid therapy program called A.C.T. Now, security, regulatory compliance, and any other methods and processes which relate to the cannabis business. |
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The territory for this license is the entire world and the license runs in perpetuity. There are no royalty payments under the License Agreement. |
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Blackmon, Verzura and Ruby were appointed to the Company's board of directors. These appointments were not effective until the expiration of the 10-day period following the filing of an Information Statement with the SEC pursuant to Rule 14f-1 and mailing of the Information Statement to our shareholders. |
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Blackmon was elected as the President of the Company, Ruby was elected as Chief Operating Officer and Verzura was elected as Vice President. |
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A total of 41,690,000 previously outstanding shares of common stock were cancelled, and as a result of this transaction there are now a total of 43,620,000 shares of the Company's shares of common stock outstanding. |
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As a result of this transaction our business plan has changed. We plan to create partnerships with local businessmen, entrepreneurs, scientists and others, both domestically and internationally, for the purpose of cultivating cannabis-based products worldwide. |
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For example, we plan to enter into licensing and consulting agreements with partners who desire to license our entire turnkey seed-to-sale business model in jurisdictions where it is legal to do so, and we plan to typically receive a percentage of their gross revenues as our fee. In addition to licensing our intellectual property, we will offer consulting on the design and buildout of cultivation facilities, we will provide training and staffing services, and we will assist them in finding the right locations for the cultivation facilities. We will provide our genetic catalogue which includes over 15 CBD strains, over 150 THC strains and over 30 Cannabis Cup winners. |
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We will also provide access to our full range of extracted/infused medical products. We will license to the partner the intellectual property for whole plant activated oils, smokable concentrates, infused products, topical lotions, pills, sublingual, transdermal patches and they will have access to any future technology or products we develop. |
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Our goals are to establish strong cultivation positions through our local partners in markets where it is legal and use these revenues to develop new cannabinoid based drugs for clinical FDA approval patents. |
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We will not touch or handle the plants directly. Our joint venture partners and their employees will be the handlers of the plants and products. The Company will not harvest, distribute or sell cannabis or any substances that violate United States law or the Controlled Substances Act, nor does it intend to do so in the future. |
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Government Regulation |
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Marijuana is a Schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal laws. |
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As of March 26, 2014, 20 states and the District of Columbia allow its citizens to use Medical Marijuana, and voters in the states of Colorado and Washington approved ballot measures last November to legalize cannabis for adult use. The state laws are in conflict with the federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. The Obama administration has effectively stated that it is not an efficient use of resources to direct law federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana. However, there is no guarantee that the current administration will not change its stated policy regarding the low-priority enforcement of federal laws, or that any future administration would not change this policy and decide to enforce the federal laws strongly. Any such change in the federal government's enforcement of current federal laws could cause significant financial damage to us. While we do not intend to harvest, distribute or sell cannabis, we may be irreparably harmed by a change in enforcement by the Federal or state governments. |
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Basis of Presentation - The accompanying unaudited condensed financial statements are presented in accordance with the requirements for Form 10-Q and Regulation S-X. In the opinion of management, all adjustments (all of which were of a normal recurring nature) considered necessary to fairly present the financial position, results of operations, and cash flows of the Company on a consistent basis, have been made. |
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These results have been determined on the basis of generally accepted accounting principles and practices applied consistently with those used in the preparation of the Company's condensed financial statements. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. |
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The Company recommends that the accompanying unaudited condensed financial statements for the interim period be read in conjunction with the Company's financial statements for the year ended December 31, 2013 included in the Company's Annual Report on Form 10-K. |
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The accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. |