Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 09, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | United Cannabis Corp | |
Entity Central Index Key | 1,436,161 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 71,427,273 | |
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 and cash equivalents | $ 534,781 | $ 825,645 |
Accounts receivable, net | 41,877 | |
Inventory | 1,644,216 | 43,200 |
Due from related parties | 59,170 | |
Other current assets | 24,372 | 23,028 |
Total current assets | 2,304,416 | 891,873 |
Construction in progress | 185,699 | 832,697 |
Property, plant and equipment, net | 1,748,172 | 199,821 |
Granted patents, net | 136,080 | 139,638 |
Intangible assets | 259,568 | 170,519 |
Goodwill | 4,838,603 | 4,838,603 |
Total assets | 9,472,538 | 7,073,151 |
Current liabilities: | ||
Accounts payable | 290,335 | 371,711 |
Accrued expenses | 24,875 | 10,184 |
Installment loan payable | 94,607 | 46,667 |
Deferred revenue | 113,750 | 180,000 |
Accrued wages payable to officers, directors and employees | 412,658 | 310,401 |
Notes payable to and advances from officers and directors | 762,589 | 261,348 |
Convertible notes payable | 861,819 | |
Arbitration settlement reserve | 650,000 | |
Total current liabilities | 3,210,633 | 1,180,311 |
Long term liabilities: | ||
Deferred revenue, net of current portion | 23,750 | |
Total liabilities | 3,210,633 | 1,204,061 |
COMMITMENTS AND CONTINGENCIES - Note 19 | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, 10,000,000 shares authorized; 2,000 Series A shares outstanding at June 30, 2018 and December 31, 2017, respectively | 2,200 | 2,200 |
Common stock, 100,000,000 shares authorized; 64,229,926 and 62,862,066 shares outstanding as of June 30, 2018 and December 31, 2017, respectively | 39,668,252 | 21,186,888 |
Accumulated deficit | (33,274,094) | (15,269,845) |
Total equity (deficit) attributable to stockholders of the Company | 6,396,358 | 5,919,243 |
Non-controlling interest (deficit) | (134,453) | (50,153) |
Total stockholders' equity | 6,261,905 | 5,869,090 |
Total liabilities and stockholders' equity | $ 9,472,538 | $ 7,073,151 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Jun. 30, 2018 | Dec. 31, 2017 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 64,229,926 | 62,862,066 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares outstanding | 2,000 | 2,000 |
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 | |
Revenues | ||||
Product revenues | $ 1,762,495 | $ 30,381 | $ 1,926,707 | $ 130,058 |
Licensing fees | 57,288 | 45,000 | 102,288 | 90,000 |
Revenues, affiliate | 42,039 | 88,752 | 99,103 | 133,752 |
Total revenues | 1,861,822 | 164,133 | 2,128,098 | 353,810 |
Cost of revenues | (1,393,469) | (90,950) | (1,512,411) | (212,001) |
Gross profit | 468,353 | 73,183 | 615,687 | 141,809 |
Operating expenses | ||||
Marketing, advertising and new business development | 9,710 | 39,373 | 27,021 | 92,765 |
Research and development | 241,547 | 4,235 | 478,225 | 49,395 |
Legal, accounting, consulting and public reporting | 379,579 | 215,386 | 642,825 | 456,200 |
General and administrative | 845,640 | 309,191 | 1,848,436 | 558,051 |
Fair market value of stock options granted to officers, directors and employees | 9,403,271 | 1,624,000 | 14,728,025 | 1,624,000 |
Total operating expenses | 10,879,747 | 2,192,185 | 17,724,532 | 2,780,411 |
Loss from operations | (10,411,394) | (2,119,002) | (17,108,845) | (2,638,602) |
Other income and costs and expenses | ||||
Loss on extinguishment of debt | (267,567) | |||
Interest expense | (42,605) | (18,864) | (51,103) | (47,673) |
Loss on issuance of common stock | (372,540) | (928,601) | ||
Loss on settlement of dispute | (122,139) | (122,139) | ||
Loss before provision for taxes on income | (10,826,539) | (2,260,005) | (18,088,549) | (3,075,981) |
Provision for taxes on income | ||||
Net Income (Loss) | (10,826,539) | (2,260,005) | (18,088,549) | (3,075,981) |
Loss attributable to non-controlling interests | 28,849 | 161,232 | 84,299 | 161,232 |
Net (Loss) attributable to common shareholders | $ (10,797,690) | $ (2,098,773) | $ (18,004,250) | $ (2,914,749) |
Basic loss per common share | $ (0.17) | $ (0.04) | $ (0.28) | $ (0.06) |
Basic and fully diluted weighted average number of shares outstanding | 65,061,437 | 52,230,430 | 64,448,843 | 51,604,623 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating activities: | ||
Net loss | $ (18,088,549) | $ (3,075,981) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization of debt discount | 16,819 | 34,453 |
Depreciation and amortization | 156,098 | 12,079 |
Share-based compensation | 14,914,372 | 2,025,369 |
Loss on issuance of common stock | 928,601 | |
Loss on extinguishment of debt and repurchase of warrants | 248,892 | |
Loss on settlement of dispute | 102,139 | |
Increase in net assets in connection with acquisition of fifty percent owned subsidiary | (37,546) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (41,877) | 24,484 |
Due from related parties | (59,170) | 19,584 |
Inventory | (1,601,016) | |
Other current assets | (1,344) | |
Accounts payable and accrued expenses | (66,684) | 44,096 |
Deferred revenue | (90,000) | (90,000) |
Accrued wages payable to officers, directors and employees | 102,458 | 318,407 |
Net cash used in operating activities | (3,830,292) | (374,024) |
Investing activities: | ||
Purchase of equipment for and improvements to cultivation facility | (977,179) | (246,283) |
Purchase of intangible assets | (89,050) | (83,922) |
Return of deposit | (32,500) | |
Purchase of non-marketable securities | (50,000) | |
Net cash used in investing activities | (1,066,229) | (412,705) |
Financing activities: | ||
Proceeds from issuance of common stock - equity financing line | 2,581,108 | 1,056,142 |
Proceeds from convertible notes | 845,000 | |
Proceeds from proposed joint venture that was never formed | 650,000 | |
Proceeds from advances from officers and directors | 501,241 | 245,286 |
Proceeds from sale of common stock | 57,083 | |
Payments on installment loan | (28,775) | (35,000) |
Net cash provided by financing activities | 4,605,657 | 1,266,428 |
Net decrease in cash | (290,864) | 479,699 |
Cash, beginning of period | 825,645 | 112,621 |
Cash, end of period | 534,781 | 592,320 |
Supplemental schedule of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Acquisition from and leaseback to of equipment to related party | 57,909 | |
Subscription to purchase common stock of a related entity - Prana Therapeutics, Inc | 150,000 | |
Exercise of stock option for 1,000,000 of common stock in exchange for notes payable to an officer and director | $ 200,000 |
CONSOLIDATED STATEMENTS OF CAS6
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 6 Months Ended |
Jun. 30, 2018shares | |
Statement of Cash Flows [Abstract] | |
Notes payable in exchange for shares of common stock | 1,000,000 |
BUSINESS ORGANIZATION AND NATUR
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 BUSINESS ORGANIZATION AND NATURE OF OPERATIONS United Cannabis Corporation ("we", "our", "us", "UCANN", or the Company) a Colorado corporation, was originally formed as a California corporation under the name MySkin, Inc. on November 15, 2007. MySkin was engaged in the business of providing management services to a medical spa in Los Angeles, California which provided various advanced skin care services until March 31, 2014, when this business was sold to the prior President of the Company. In early 2014 we decided to exit the medical spa management business and change our focus to providing products, services and intellectual property to the cannabis industry. On March 26, 2014, we entered into a License Agreement with Earnest Blackmon, Tony Verzura and Chad Ruby pursuant to which Messrs. Blackmon, Verzura and Ruby licensed certain intellectual property to us in exchange for a total of 38,690,000 shares of our common stock. In connection with this transaction: · Messrs. Blackmon, Verzura and Ruby licensed to us all of their knowledge and know-how relating to the design and buildout of cultivation facilities, growing/cultivation systems, 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 other methods and processes which relate to the cannabis industry. · The territory for this license is the entire world and the license runs in perpetuity. There are no royalty payments under the License Agreement. · Messrs. Blackmon, Verzura and Ruby were appointed to our board of directors effective April 7, 2014. · Mr. Blackmon was elected as our President, Mr. Ruby was elected as Chief Operating Officer and Mr. Verzura was elected as Vice President. · A total of 41,690,000 previously outstanding shares of common stock were cancelled resulting in a total of 43,620,000 shares of common stock outstanding on March 26, 2014. 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. On March 31, 2014, we sold all right, title and interest in the tangible and intangible assets, trademarks, customer lists, intellectual property and rights, which we owned and were related to our advanced skin care business since we entered into a new business and no longer had any use for these assets. The assets were sold to MySkin Services, Inc. (MTA), a business partly owned by Marichelle Stoppenhagen, our former officer and director, in exchange for the $15,000 payable which we owed to Ms. Stoppenhagen and/or MTA. In addition, MTA assumed all costs associated with these assets starting on March 31, 2014. On July 14, 2017, we completed the acquisition of Prana Therapeutics, Inc. (PTI) by exchanging 5,730,000 shares of common stock of the Company for 5,730,000 shares of the common stock of PTI. The purchase price had a fair market value of $5,070,500, based upon the closing price of $0.85 per share on the OTC QB Market on July 14, 2017, including the cost to purchase 400,000 shares of PTI common stock for $200,000. PTI is a polymolecular botanical drug development company focused on developing targeted therapeutics for prevention of the negative side effects of chemotherapy, management of rheumatoid arthritis and treatment of brain cancer. Management elected to purchase PTI, because of the successful indication of the effectiveness of their Epidiferphane chemical formulation in the treatment of (i) the negative side effects of chemotherapy, (ii) inflammation and pain associated with arthritis and back-centric pain, and (iii)the potential shrinkage of cancerous tumors. On August 3, 2018, PTI received notice that their licensed flagship product, EDP, received approval on an Investigational New Drug application from the FDA for a clinical investigation for breast cancer. The clinical investigation will include a dose escalation, safety, tolerability, pharmacokinetic, and efficacy trial. Phase 1 will test the potential toxicity of EDP at two targeted dosages and measures safety levels, side effects, optimal dosage, and formulation. Phase 2 will focus on whether or not EDP passes efficacy evaluations by reducing side effects of chemotherapy in patients. Recently, we elected to focus a significant portion of our assets, human resources and financial capital on the manufacturing and selling of a variety of cannabidiol centric products derived from industrial hemp plants. We constructed a state-of-the-art extraction facility; and, hired and trained specialized extraction personnel and laboratory technicians that enable us to convert components of industrial hemp flower to finished CBD products. In order to help provide a consistent supply of industrial hemp flower for our extraction facility, we purchased farming equipment and leased hundreds of acres of farm land on which we are growing a crop of industrial hemp plants. It is our intent to grow at least one crop of industrial hemp plants per calendar year and to harvest a sufficient amount of industrial hemp flower from our crop to supply our extraction facility on a vertically integrated basis. As of June 30, 2018, we have expended approximately $2,800,000 on facilities, farm equipment and crop planting and cultivation, as a result of electing to vertically integrate the hemp centric portion of our business. Government Regulation |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation At March 31, 2017, we concluded that we had established a variable interest entity relationship with CRD, because we are the primary beneficiary, in accordance with GAAP. As a result, we elected to consolidate the assets and liabilities of CRD in our consolidated balance sheet at March 31, 2017. PTI was purchased on July 14, 2017, and their assets and liabilities are included in the consolidated balance sheets at December 31, 2017, and their results of operations are included in the consolidated financial statements for the period of June 30, 2017, which is the nearest quarter end to the purchase date, through December 31, 2017. Use of Estimates We make our estimate of the ultimate outcome for these items based on historical trends and other information available when our consolidated financial statements are prepared. We recognize changes in estimates in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Our actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term. Fair Value of Financial Instruments Level 1 Level 2 Level 3 The carrying amount of our cash and cash equivalents, accounts receivable, accounts payable, and other current assets and liabilities in our consolidated financial statements approximates fair value because of the short-term nature of the instruments. Investments in non-marketable equity securities are carried at cost less other-than-temporary impairments. The carrying amount of our notes payable and convertible debt at June 30, 2018, approximates their fair values based on our incremental borrowing rates. There have been no changes in Level 1, Level 2, and Level 3 categorizations and no changes in valuation techniques for these assets or liabilities for the six-month period ended June 30, 2018 and the year ended December 31, 2017. Cash and Cash Equivalents Accounts Receivable, Net Inventory Property, Plant and Equipment, net Granted Patents. Net Intangible Assets Long-Lived Assets Impairment Assessment We have not recorded any impairment charges related to long-lived assets as of June 30, 2018 or December 31, 2017. Goodwill – Purchase Price Allocation – Business Combinations Fair Value Measurements and Disclosures Deferred Revenue Revenue Recognition Revenue from Contracts with Customers Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured. Revenue Recognition Affiliate Prana Prana Prana Prana Prana Revenue from Contracts with Customers. Cost of Revenues Research and Development Expenses General and Administrative Expenses Stock-Based Compensation Equity We account for stock option grants issued and vesting to employees based on ASC 718, Compensation Stock Compensation Income Taxes We follow the provisions of ASC 740, Income Taxes When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in our consolidated financial statements in the period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits, if any, are classified as interest expense and penalties and are included in selling, general and administrative expenses in our consolidated statements of operations. On December 22, 2017, the U.S. Tax Cuts and Jobs Act was enacted. U.S. tax reform introduced many changes, including lowering the U.S. corporate tax rate to 21 percent, changes in incentives, provisions to prevent U.S. base erosion and significant changes in the taxation of international income, including provisions which allow for the repatriation of foreign earnings without U.S. tax. The enactment of U.S. tax reform had no impact on our income taxes for the year ended year-ended December 31, 2017 or the six months ended June 30, 2018. Commitments and Contingencies Certain conditions may exist as of the date our consolidated financial statements are issued, which may result in a loss but which will only be resolved when one or more future events occur or fail to occur. We assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we evaluate the perceived merits of the legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Net Loss Per Share Earnings per Share Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share, because the effect of their inclusion would have been anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Warrants to purchase common stock 25,002 1,549,112 1,259,029 1,549,112 Stock options 13,250,000 3,680,000 25,080,000 6,580,000 13,275,002 5,229,112 26,339,029 8,129,112 Other Comprehensive Income (Loss) Concentration of Credit Risk Recently Issued Accounting Pronouncements In February 2016, the FASB issued guidance on leases which requires entities to recognize right-of-use assets and lease liabilities on the balance sheet for the rights and obligations created by all leases, including operating leases, with terms of more than 12 months. The new guidance also requires additional disclosures on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. The new guidance will be effective for us at the beginning of fiscal year 2019. Early adoption is permitted. We are in the process of evaluating the impact the adoption of this guidance will have on our consolidated financial statements and related disclosures. Reclassification |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2018 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | NOTE 3 GOING CONCERN Our consolidated financial statements have been prepared on a going concern basis which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. During the six-months ended June 30, 2018, we incurred losses of $18,088,549, used cash of $3,830,292 in our operating activities and had an accumulated deficit of $33,274,094 at June 30, 2018. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and, or, obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. There is no assurance that these events will be satisfactorily completed. |
RECEIVABLE FROM RELATED PARTY
RECEIVABLE FROM RELATED PARTY | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
RECEIVABLE FROM RELATED PARTY | NOTE 4 RECEIVABLE FROM RELATED PARTY In the normal course of business, we make non-interest-bearing advances to Advesa, Inc. (Advesa), which is controlled by one of our officers and directors, and we receive licensing fees from the sale of products licensed to Advesa by the Company. Related party amounts due from Advesa were $59,170 and $0 at June 30, 2018 and December 31, 2017, respectively. |
OPERATING LEASES
OPERATING LEASES | 6 Months Ended |
Jun. 30, 2018 | |
Leases [Abstract] | |
OPERATING LEASES | NOTE 5 OPERATING LEASES Administrative Offices and Industrial Hemp Laboratory Golden, Colorado Effective August 1, 2017, we entered into a triple net lease for approximately 9,882 square feet of commercial space in Golden, Colorado in which our administrative offices and industrial hemp laboratory are located. The term of the lease expires on July 31, 2020 and has no option for renewal. Basic rent is $3,302, $3,500 and $3,800 per month through, July 31, 2018, 2019 and 2020, respectively, plus we are responsible for all utilities. Extraction and Cultivation Facility Weldona, Colorado Effective October 1, 2017, we entered into a triple net lease for approximately 40,000 square feet of industrial space located on five (5) acres of land in Weldona, Colorado that we use as our industrial hemp extraction facility and industrial hemp cultivation center. The term of the lease expires on September 31, 2018, with an annual option to renew the lease on an annual basis, until September 30, 2022. The rent is $7,500 per month throughout the term of the lease, plus we are responsible for all utilities. Extraction and Cultivation Facility Jamaica Our fifty percent (50%) owned subsidiary Cannabinoid Research & Development Company Limited (CRD) leases approximately 28 acres of land upon which their cultivation and extraction facility is located near Kingston, Jamaica. The land is leased for $1 per year from the father of one of the directors and members of CRD. Future minimum payments for these leases are: For the twelve Months Ending June 30, 2019 2020 2021 2021 2022 $131,804 $135,296 $93,801 $90,001 $45,001 |
INVENTORY
INVENTORY | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 6 INVENTORY At June 30, 2018 and December 31, 2017, our inventory is, as follows: June 30, December 31, 2018 2017 Industrial hemp crop under cultivation $ 1,391,306 $ 15,000 Raw materials 239,030 Work-in-process Finished goods 13,880 28,200 $ 1,644,216 $ 43,200 We periodically review the value of our inventory and provide a write-down of inventory based on our assessment of the market conditions. Any write-down is charged to cost of revenue sold. There have been no such write-downs during the six-month period ended June 30, 2018 and 2017. |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment, Net [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | NOTE 7 PROPERTY, PLANT AND EQUIPMENT, NET June 30, December 31, 2018 2017 Cost of construction in process - extraction facility Weldona, Colorado extraction facility: Equipment $ $ 647,947 Jamaica cultivation and extraction facility: Leasehold improvements - laboratory 75,000 75,000 Leasehold improvements - cultivation 110,699 109,750 $ 185,699 $ 832,697 Extraction facility, laboratory equipment, and office furniture and fixtures Equipment and machinery at Weldona extraction facility $ 1,120,945 Golden, Colorado industrial hemp laboratory - equipment 39,944 34,651 Golden, Colorado administrative offices: Furniture and fixtures 49,282 21,668 Leasehold improvements 191,518 2,000 Transportation equipment 191,704 81,667 Remote laboratory equipment 99,220 99,220 Farm Equipment 247,456 $ 1,940,069 239,206 Accumulated amortization and depreciation (191,897 ) (39,385 ) $ 1,748,172 $ 199,821 The amount of depreciation and amortization expense for the three and six months ended June 30, 2018 is $52,055 and $152,428, respectively. The amount of depreciation and amortization expense for the three and six months ended June 30, 2017 was $3,329 and $12,169, respectively. |
PURCHASE OF PRANA THERAPUETICS,
PURCHASE OF PRANA THERAPUETICS, INC. | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
PURCHASE OF PRANA THERAPUETICS, INC. | NOTE 8 PURCHASE OF PRANA THERAPUETICS, INC. On June 8, 2017, we entered into an agreement to purchase 400,000 shares of Prana Therapeutics, Inc. (PTI), in a private offering of their common shares, for a total consideration of $200,000 (Subscription Agreement). In accordance with the terms of the Subscription Agreement, we paid PTI $50,000, upon execution of the Subscription Agreement, and committed to remit $50,000 to PTI on September 30, 2017, December 31, 2017 and March 31, 2018, respectively. Subsequently, on July 14, 2017, we completed the acquisition of PTI in an exchange of 5,730,000 shares of our common stock for 5,730,000 shares of the common stock of PTI. The purchase price had a fair market value of $5,070,500, based upon the closing price of $0.85 per share of our common stock on the OTC QB Market on July 14, 2017, including the cost to purchase 400,000 shares of PTI for $200,000. The purchase price for PTI was allocated to the net tangible and intangible assets based upon their fair values as of the acquisition date. The excess of the purchase price over the fair values of the net tangible assets and intangible assets was recorded as goodwill and is generally driven by managements expectations and ability to realize synergies and achieve strategic growth. The allocation of the purchase price was, as follows: June 30, Patents $ 52,596 Net assets 522,761 Goodwill 4,495,143 Total $ 5,070,500 |
GRANTED PATENTS, NET
GRANTED PATENTS, NET | 6 Months Ended |
Jun. 30, 2018 | |
Granted Patent [Abstract] | |
GRANTED PATENTS, NET | NOTE 9 GRANTED PATENTS, NET On August 15, 2017, the United States Patent and Trademark Office issued to the Company US Patent #9730911 (the Patent) granting exclusive rights to its proprietary composition of matter in liquid formulations, based on compounds extracted from cannabis plant materials; more specifically the composition of matter pertaining to the use of phytocannabinoids, cannabinoids, and specific terpene profiles in liquid form. This composition of matter Patent provides protection for the Companys proprietary formulations. The Patent protects the use of suspending both phytocannabinoids and cannabinoids with specific combinations of cannabis derived terpenes in liquid forms with an array of delivery methods including capsule, sublingual, topical, oral, suppository, and vaporization. Cannabinoids referenced in the application include ratios of tetrahydrocannabinolic acid (THCa), cannabidiolic acid (CBDa), tetrahydrocannabinol (THC), cannabinol (CBN), cannabidiol (CBD), cannabichromenic acid (CBCa), and cannabichromene (CBC). At August 15, 2017, we classified the costs associated with research, legal fees, application costs incurred in the process of being granted the Patent on our consolidated balance sheet in the amount of $142,317, and we began amortizing such cost on a straight-line basis over a 15-year period. Amortization expense of the Patent is $3,558 and $0.0 for the six-month period ended June 30, 2018 and 2017, respectively and accumulated amortization is $6,237 and $2,679 at June 30, 2018 and December 31, 2017, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 10 INTANGIBLE ASSETS Our intangible assets are comprised of the costs incurred in pursuing provisional patent applications and applications for design mark and trademarks, which have presently not been approved or issued. The costs associated with our intangible assets are amortized on a straight-line basis over estimated useful lives of 15 years for patents and 10 years for design marks and trademarks once the applications are approved. Costs associated with applications that are not approved will be expensed in the period that the application is rejected or abandoned. |
INSTALLMENT LOANS PAYABLE
INSTALLMENT LOANS PAYABLE | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
INSTALLMENT LOANS PAYABLE | NOTE 11 INSTALLMENT LOANS PAYABLE Installment loans payable consists of a 48-month installment loan for the purchase of a truck that is used at our extraction facility, as well as a 36-month installment loan for the purchase an SUV used for Company purposes. The outstanding balance on the 48-month installment loan was $17,892 and $46,667 at June 30, 2018, and December 31, 2017, respectively. The terms of the 48-month installment loan specify monthly payments of $955, however, we are making payments of $6,955 per month to pay the loan off in a six-month period. As a result of our intentions to pay the loan off in six months, the entire balance of the 48-month installment loan has been classified as a current liability. The outstanding balance on the 36-month installment loan was $76,715 and $0 at June 30, 2018, and December 31, 2017, respectively. The terms of the 36-month installment loan specify monthly payments of $2,160, however, we are making payments of $6,500 per month to pay the loan off within a one-year period. As a result of our intentions to pay off the loan within one year, the entire balance of the 36-month installment loan has been classified as a current liability. |
DEFERRED REVENUE
DEFERRED REVENUE | 6 Months Ended |
Jun. 30, 2018 | |
Deferred Revenue Disclosure [Abstract] | |
DEFERRED REVENUE | NOTE 12 DEFERRED REVENUE Our deferred revenue consists of: June 30, December 31, 2018 2017 Current portion $ 113,750 $ 180,000 Long term portion 23,750 Deferred revenue $ 113,750 $ 203,750 On June 9, 2014, we received 1,187,500 common shares and 3,000,000 warrants to purchase common shares of WeedMD (WMD) in exchange for future consulting services and use of our intellectual property. We recorded the $893,750 fair value of these securities as deferred revenue and we recognized $150,000 of this amount as revenue during the period July 1, 2014 through December 31, 2014, based upon our initial three-year estimate of the service period involved. Based on recent discussions with WMD, we now expect to deliver the remaining consulting services and use of our intellectual property to WMD on a relatively consistent monthly basis during the four-year period from January 1, 2015 through December 31, 2018. Accordingly, we are now recognizing $15,000 of deferred revenue per month. We recognized $90,000 of revenue applicable to this arrangement in each of the six months ended June 30, 2018 and 2017, respectively. At June 30, 2018, we expect to recognize the remaining $135,750 WMD deferred revenue during the next twelve months, and accordingly, we have classified the $113,750 as a current liability on our consolidated balance sheets. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2018 | |
CONVERTIBLE NOTE PAYABLE [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 13 CONVERTIBLE NOTES PAYABLE During the six months ended June 30, 2018, we issued convertible promissory notes to an unaffiliated third party. The net proceeds from these notes were used for general working capital purposes. The debt discounts and deferred financing costs on the convertible promissory notes are amortized on a straight-line basis, which approximates the effective interest rate method, over the term of the note, and this amortization is included in interest expense in our consolidated statements of operations. The following table summarizes our convertible promissory notes outstanding as of June 30, 2018 and December 31, 2017: Issue Holder Security Maturity Interest Base June 30, December 31, 4-02-18 Tangiers Investment Group Unsecured 10-04-18 5% Upon default, Holder may convert all or a part of the note at a rate of 70% of the average of the two lowest trading prices during 15-day period prior to Holders election to convert $ 600,000 $ 6-04-18 Tangiers Investment Group Unsecured 12-04-18 5% Upon default, Holder may convert all or a part of the note at a rate of 70% of the average of the two lowest trading prices during 15-day period prior to Holders election to convert 288,750 Less unamortized Discount (26,931 ) $ 861,819 $ During the three months and six months ended June 30, 2018, we recognized $16,819 of amortization of deferred financing costs, respectively. This amount is included in interest expense in our consolidated statements of operations. |
NOTES PAYABLE TO AND ADVANCES F
NOTES PAYABLE TO AND ADVANCES FROM OFFICERS AND DIRECTORS | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE TO AND ADVANCES FROM OFFICERS AND DIRECTORS | NOTE 14 NOTES PAYABLE TO AND ADVANCES FROM OFFICERS AND DIRECTORS Notes payable to and advance from officers and directors consisted of the following: June 30, December 31, 2018 2017 Note payable to Earnie Blackmon, an officer and director $ 745,945 $ 246,458 Note payable to Tony Verzura, an officer and director 16,644 14,889 $ 762,589 $ 261,347 On April 6, 2016, we borrowed $25,000 from Ernest Blackmon and $25,000 from Tony Verzura and used the proceeds to repay principal and interest applicable on our $102,000 convertible promissory note dated October 12, 2015, to JSJ Investments Inc. The loans, together with interest at 12% per year, are payable on December 30, 2016. We may prepay the loans at any time. If the loans are repaid on or before September 30, 2016, the principal amount, which is being repaid, will increase by 10%. If the loans are repaid after September 30, 2016, the principal amount, which is being repaid will increase by 15%. As of December 31, 2016, the loans were not repaid, when they were due, per the terms of the notes, and thus, the principal balance of the notes was increased to $57,500 in the aggregate, with the addition to the principal balance charged to interest expense. Historically, Messrs. Blackmon, Verzura and Ruby, who are officers and directors of the Company, have paid obligations and expenses on behalf of the Company, from their own individual, personal funds. Such payments have been recorded in the consolidated balance sheets as a component of Notes payable to and advances from officers and directors. During the six months ended June 30, 2018, Mr. Blackmon, the Chairman, Chief Executive Officer and President of the Company paid $473,516 of obligations and expenses of the Company from his own personal funds. These payments have been recorded in the consolidated balance sheets as a component of Notes payable to and advances from officers and directors. |
ARBITRATION SETTLEMENT RESERVE
ARBITRATION SETTLEMENT RESERVE | 6 Months Ended |
Jun. 30, 2018 | |
Loss Contingency [Abstract] | |
ARBITRATION SETTLEMENT RESERVE | NOTE 15 ARBITRATION SETTLEMENT RESERVE On May 8, 2018, H2, LLC (H2) and the Company executed a letter of intent formalizing the intent to enter into a joint venture. The parties subsequently made advances in anticipation of formalizing the joint venture through a definitive agreement. However, the joint venture was never formalized, and the letter of intent was terminated pursuant to its terms. Under the terms of the provisions in the letter of intent that survived its termination, the Company has the option to either provide H2 with 25% of the industrial hemp seeds purchased with $650,000 advanced by H2, or to refund the $650,000 advanced by H2. Pursuant to another provision in the letter of intent that survived termination, disputes are to be resolved via arbitration in Denver, Colorado. The parties are currently negotiating to resolve the dispute. Although the actual result of negotiations or of arbitration are not presently determinable with certainty, we have established an arbitration settlement reserve in the amount of $650,000, which we believe is the maximum amount that H2 might be awarded in arbitration. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 16 STOCKHOLDERS EQUITY Preferred Stock On July 18, 2017, the Board of Directors adopted a resolution creating a series of Preferred Shares, designated as the Series A Preferred Shares. We subsequently issued 2,000 shares of our Series A preferred stock for $2,200 to certain of our officers and to each director. Warrants: The following table summarizes our warrants outstanding as of June 30, 2018 and December 31, 2017: June 30, December 31, 2018 2017 Number of Shares Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price Warrants outstanding, beginning of period 1,209,025 $ 0.21 $ 1,551,356 $ 0.18 Warrants issued to consultants 50,004 132,669 Warrants exercised (475,000 ) Warrants outstanding, end of period 1,259,029 $ 0.29 1,209,025 $ 0.21 Warrants exercisable, end of period 1,259,029 $ 0.29 1,209,025 $ 0.21 The weighted-average remaining contractual life for warrants outstanding and exercisable at June 30, 2018, is 3.6 years, and the aggregate intrinsic value of warrants outstanding and exercisable at June 30, 2018 is $0. 666,667 warrants issued during the year ended December 31, 2017 were valued utilizing the Black Scholes option pricing model and the following range of assumptions on the date of valuation: Stock price $ 0.16 - $2.18 Exercise price $ 0.18 Risk free interest rate 1.01% - 1.37 % Expected term (years) 5 Expected volatility 322% - 504 % Expected dividends 0 % 50,004 warrants issued during the six months ended June 30, 2018 were valued utilizing the Black Scholes option pricing model and the following range of assumptions on the date of valuation: Stock price $ 0.16 - $2.18 Exercise price $ 0.18 Risk free interest rate 1.01% - 1.37 % Expected term (years) 5 Expected volatility 322% - 504 % Expected dividends 0 % Stock Options On February 28, 2018, we awarded 6,000,000 stock options to various employees under our 2017 Stock Incentive Plan. Of these options, 5,125,000 were fully vested at the time of grant with the remaining 875,000 vesting quarterly through December 31, 2019. The awarded options give the option holder the right to purchase shares of our common stock at $1.08 per share during the ten-year term of the option. We calculated the fair value of each option to be approximately $0.91 per option utilizing the Black Scholes option pricing model and the following range of assumptions on the date of valuation: Stock price $ 1.05 Exercise price $ 1.08 Risk free interest rate 2.8 % Expected term (years) 5-10 Expected volatility 197 % Expected dividends 0 % The total grant-date fair value of these options was approximately $6,146,000. Stock-based compensation expense related to these stock options included in operating expenses for the six months ended June 30, 2018 was approximately $5,324,754. On June 29, 2018, we awarded 14,195,000 stock options to various employees under our 2018 Stock Incentive Plan. Of these options, 13,250,000 were fully vested at the time of grant with the remaining 945,000 vesting quarterly through July 1, 2022. The awarded options give the option holder the right to purchase shares of our common stock at $0.705 per share during the ten-year term of the option. We calculated the fair value of each option to be approximately $0.59 per option utilizing the Black Scholes option pricing model and the following range of assumptions on the date of valuation: Stock price $ 0.71 Exercise price $ 0.95 Risk free interest rate 2.68 - 2.79 % Expected term (years) 5 Expected volatility 210% - 214 % Expected dividends 0 % The total grant-date fair value of these options was approximately $9,711,400. Stock-based compensation expense related to these stock options included in operating expenses for the three months ended June 30, 2018 was approximately $9,053,341. The following table summarizes our stock options outstanding as of both June 30, 2018 and December 31, 2017, respectively: Number of Weighted Weighted Stock options outstanding at January 1, 2017 3,680,000 8.9 $ 0.28 Issued 3,957,500 9.9 0.64 Exercised (1,000,000 ) Expired Stock options outstanding at December 31, 2017 6,637,500 8.7 $ 0.57 Stock options exercisable at December 31. 2017 6,637,500 8.7 0.57 Stock options outstanding at December 31, 2017 6,637,500 Issued 20,195,000 9.8 0.83 Exercised Expired Stock options outstanding at June 30, 2018 26,832,000 9.9 0.75 Stock options exercisable at June 30, 2018 25,080,000 9.5 $ 0.74 The total price to exercise all outstanding stock options is $14,301,000. The weighted-average remaining contractual life for stock options outstanding and exercisable at June 30, 2018 is 9.9 years, and the aggregate intrinsic value of options outstanding and exercisable at June 30, 2018 is $0.75. On July 25, 2018, we repriced the exercise price per share from $1.08 to $0.58 per share for the stock options to purchase 6,000,000 shares of our common stock that were granted on March 28, 2018 and repriced the exercise price per share from $0.705 to $0.58 per share for the stock options to purchase 14,195,000 of our common stock that were granted on June 29, 2018. No adjustment to shared-based compensation in the consolidated financial statements for the three and six months ended June 30, 2018 was necessary as a result of the repricing of the stock options. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 17 SHARE-BASED COMPENSATION We recognize share-based compensation expense in cost of revenues, sales and marketing expenses, research and development expenses, general and administrative expenses, and other income and expenses, based on the fair value of common shares issued for services. In addition, we accrue share-based compensation expense for estimated share-based awards earned during the six months ended June 30, 2018 and 2017, Stock Incentive Plans. Share-based compensation expense for the six months ended June 30, 2018 and 2017 is, as follows: Three Months Ended Six Months Ended 2018 2017 2018 2017 Options granted to officers, directors and employees $ 9,185,725 $ 1,624,000 $ 14,510,479 $ 1,568,000 Common stock issued for accounts payable and accrued expenses 43,676 Options granted for services 26,318 51,320 Warrants and options issued for consulting services 125,826 217,159 Common stock issued for services 110,506 75,918 225,393 196,534 Common stock issued as compensation to employees 145,000 178,500 $ 9,467,549 $ 1,825,744 $ 14,965,692 $ 2,025,369 The stock options issued to officers and directors were issued under the 2018 Stock Incentive Plan, and such shares were fully vested at the date of grant. |
SIGNIFICANT CUSTOMER INFORMATIO
SIGNIFICANT CUSTOMER INFORMATION AND ECONOMIC DEPENDENCY | 6 Months Ended |
Jun. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
SIGNIFICANT CUSTOMER INFORMATION AND ECONOMIC DEPENDENCY | NOTE 18 SIGNIFICANT CUSTOMER INFORMATION AND ECONOMIC DEPENDENCY The following tables show significant concentrations in our revenues and accounts receivable for the periods indicated: Percentage of Revenue: Six Months Ended June 30, 2018 2017 Customer A 27% 50% Customer B 24% 49% Customer C 14% 1% Percentage of Accounts Receivable: As of June 30, 2018 2017 Customer C 100% % Customer D % % Customer E % % The following tables show significant concentrations in our expenses and accounts payable for the periods indicated: Percentage of Expenses: Six Months Ended June 30, 2018 2017 Vendor A 17% % Vendor B 14% % Vendor C 11% % Percentage of Accounts Payable: As of June 30, 2018 2017 Vendor C 26% % Vendor D 17% % Vendor E 8% % |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 19 COMMITMENTS AND CONTINGENCIES Contractual Obligations and Commercial Commitments Financing Commitment On January 19, 2018, we entered into an equity line of credit agreement with Tangiers Global, LLC (Tangiers). Under the equity line agreement, Tangiers has agreed to provide the Company with up to $10,000,000 of funding through the purchase of shares of the Companys common stock. During the term of the agreement, the Company may deliver a put notice to Tangiers, which will specify the number of shares which the Company will sell to Tangiers. The maximum amount that the Company shall be entitled to put to Tangiers per any applicable put notice is that number of shares of our common stock up to or equal to 400% of the average of the daily trading volume of our common stock for the eight consecutive trading days immediately prior to the date of the applicable put notice. The minimum amount the Company can draw down at any one time is $5,000, and the maximum amount the Company can draw down at any one time is $1,000,000, as determined by multiplying the put amount by the average daily volume weighted average prices of our common stock for the ten (10) trading days immediately prior to the applicable put notice. A closing will occur on the date which is no earlier than five (5) trading days following, and no later than seven (7) trading days following, the applicable put notice. On each closing date, the Company will sell, and Tangiers will purchase, the shares of the Companys common stock specified in the put notice. The amount to be paid by Tangiers on a particular closing date will be determined by multiplying the purchase price by the number of shares specified in the put notice. The purchase price is 85% of the average the two lowest volume weighted average trading prices of the Companys common stock during the pricing period applicable to the put notice. The pricing period, with respect to a particular put notice, is five consecutive trading days including, and immediately following, the delivery of a put notice to Tangiers. The Company may submit a put notice once every eight trading days, provided the closing of the previous transaction has taken place. The Company is under no obligation to submit any put notices. The Company subsequently delivered four (4) put notices to Tangiers, and, as of June 30, 2016, received $2,581,108, under the terms of the equity line of credit agreement from the sale of 2,907,944 shares of the Companys common stock to Tangiers. Clinical Trial Agreement Under the terms of an agreement dated November 11, 2017, we committed to pay the costs to perform clinical trials with The University of the West Indies through the Topical Metabolism Research Unit of the Caribbean Institute for Health Research located in Kingston, Jamaica, initially scheduled as follows: · An instalment of $50,000 upon both the approval of specific protocol by the Ethics Committee of the Institutional Review Board of the Ministry of Health, Jamaica, and the execution of the clinical trial agreement, · An instalment of $51,182 upon the enrollment of the 12 th · An instalment of $51,182 after all twelve patients go through the washout period determined in the specific protocol and return for a second dose, and · An instalment of $51,182 upon completion of the clinical trial. Additionally, we have agreed to reimburse The University of the West Indies for care and treatment of patients suffering adverse reactions or injury sustained by a patient, as a direct result of the clinical trial. Research Laboratory In October 2017, our 95% owned subsidiary, Prana Therapeutics, Inc (PTI), entered into a research agreement with the University of Florida Trustees (UFT). Under the terms of the research agreement PTI committed to pay UFT $303,544 in four (4) installments, of which $75,886 is owing as of June 30, 2018. Executive Office Lease Effective August 1, 2017, we signed a thirty-six-month lease of approximately 6,683 square feet of commercial office space in Golden, Colorado that we use as our executive offices. The lease expires on July 31, 2020 and requires the payment of monthly base rental rates of $3,302 through July 31, 2018, $3,000 through July 31, 2019 and $3,799 through July 31, 2020. As additional rent, we are required to pay for an allocation of common area costs and expenses, plus all utilities. Future minimum payments for this lease are: For the Twelve Months Ending June 30, 2019 2020 2021 2021 2022 $41,802 $45,295 $3,800 $0 $0 Extraction Facility Lease Effective October 1, 2017, we entered into a lease of approximately 40,000 square feet of industrial space in Weldona, Colorado that we us as our industrial hemp extraction facility and industrial hemp cultivation center. The term of the lease expires on October 31, 2018, with an annual option to renew that expires on September 30, 2022. The rent is $7,500 per month throughout the term of the lease, plus we are responsible for all utilities. Industrial Hemp Crop Under Cultivation We entered into a farm lease for acreage on which the Company is growing an industrial hemp crop. The rent for the acreage under the terms of the farm lease is in an amount per acre predicated upon the total weight in pounds of industrial hemp flower harvested at a rate of $2 per pound (dry weight, after thrashing to remove seeds), with a minimum of $1,000 per acre. The rent is payable in three (3) installments; (i) one third on November 15, 2018, (ii) one third on December 31, 2018 and (iii) the remainder of all rents is payable on February 15, 2019. Industrial Hemp Crop Under Cultivation Transaction With and Commitment to a Related Party Approximately 30% of the farm acreage, on which we are growing our industrial hemp crop, is contractually controlled by a joint venture, NEC Agri Services, LLC (NEC). Our Principal Financial Officer is one of the managing members and owners of NEC. In exchange for supplying the farm acreage along with certain farm equipment, infrastructure and our lead farmer and farm management, the Company agreed to pay NEC a stipulated dollar amount per weight in pounds of industrial hemp flower harvested on the NEC farm acreage (dry weight after thrashing for the removal of seeds), reduced by a ratable allocation per acre of total farming costs for the industrial hemp crop under cultivation. We believe the stipulated dollar amount per weight in pounds is commensurate to the fair market value that we could have received from an independent farmer and land owner. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20 SUBSEQUENT EVENTS Subsequent to June 30, 2018, we received $1,833,026 under the terms of the equity line of credit agreement with Tangiers Global, LLC from the sale of 3,401,719 shares of our common stock to Tangiers. On July 25, 2018, we repriced the exercise price per share from $1.08 to $0.58 per share for stock options to purchase 6,000,000 shares of our common stock that were granted on March 28, 2018 and repriced the exercise price per share from $0.705 to $0.58 per share for stock options to purchase 14,195,000 of our common stock that were granted on June 29, 2018. No adjustment to shared-based compensation in the consolidated financial statements for the three and six months ended June 30, 2018 was necessary as a result of the repricing of the stock options. On August 3, 2018, our 95% owned subsidiary, Prana Therapeutics, Inc. (PTI) received approval of an Investigational New Drug (IND) application from the Department of Health and Human Services Food and Drug Administration for a clinical investigation for breast cancer of PTIs licensed flagship product, Epidiferphane (EDP). We have committed to spend approximately $300,000 to fund phase I and phase II clinical trials in connection with the IND approval. In accordance with ASC 855-10 we have analyzed our operations subsequent to June 30, 2018 to the date these consolidated financial statements were issued, and have determined that, other than as disclosed above, we do not have any material subsequent events to disclose in these consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation At March 31, 2017, we concluded that we had established a variable interest entity relationship with CRD, because we are the primary beneficiary, in accordance with GAAP. As a result, we elected to consolidate the assets and liabilities of CRD in our consolidated balance sheet at March 31, 2017. PTI was purchased on July 14, 2017, and their assets and liabilities are included in the consolidated balance sheets at December 31, 2017, and their results of operations are included in the consolidated financial statements for the period of June 30, 2017, which is the nearest quarter end to the purchase date, through December 31, 2017. |
Use of Estimates | Use of Estimates We make our estimate of the ultimate outcome for these items based on historical trends and other information available when our consolidated financial statements are prepared. We recognize changes in estimates in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Our actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Level 1 Level 2 Level 3 The carrying amount of our cash and cash equivalents, accounts receivable, accounts payable, and other current assets and liabilities in our consolidated financial statements approximates fair value because of the short-term nature of the instruments. Investments in non-marketable equity securities are carried at cost less other-than-temporary impairments. The carrying amount of our notes payable and convertible debt at June 30, 2018, approximates their fair values based on our incremental borrowing rates. There have been no changes in Level 1, Level 2, and Level 3 categorizations and no changes in valuation techniques for these assets or liabilities for the six-month period ended June 30, 2018 and the year ended December 31, 2017. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable, Net | Accounts Receivable, Net |
Inventory | Inventory |
Property, Plant and Equipment, net | Property, Plant and Equipment, net |
Granted Patents. Net | Granted Patents. Net |
Intangible Assets | Intangible Assets |
Long-Lived Assets Impairment Assessment | Long-Lived Assets Impairment Assessment We have not recorded any impairment charges related to long-lived assets as of June 30, 2018 or December 31, 2017. |
Goodwill | Goodwill |
Purchase Price Allocation | Purchase Price Allocation Business Combinations Fair Value Measurements and Disclosures |
Deferred Revenue | Deferred Revenue |
Revenue Recognition | Revenue Recognition Revenue from Contracts with Customers Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured. Revenue Recognition Affiliate Prana Prana Prana Prana Prana Revenue from Contracts with Customers. |
Cost of Revenues | Cost of Revenues |
Research and Development Expenses | Research and Development Expenses |
General and Administrative Expenses | General and Administrative Expenses |
Stock-Based Compensation | Stock-Based Compensation Equity We account for stock option grants issued and vesting to employees based on ASC 718, Compensation Stock Compensation |
Income Taxes | Income Taxes We follow the provisions of ASC 740, Income Taxes When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in our consolidated financial statements in the period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits, if any, are classified as interest expense and penalties and are included in selling, general and administrative expenses in our consolidated statements of operations. On December 22, 2017, the U.S. Tax Cuts and Jobs Act was enacted. U.S. tax reform introduced many changes, including lowering the U.S. corporate tax rate to 21 percent, changes in incentives, provisions to prevent U.S. base erosion and significant changes in the taxation of international income, including provisions which allow for the repatriation of foreign earnings without U.S. tax. The enactment of U.S. tax reform had no impact on our income taxes for the year ended year-ended December 31, 2017 or the six months ended June 30, 2018. |
Commitments and Contingencies | Commitments and Contingencies Certain conditions may exist as of the date our consolidated financial statements are issued, which may result in a loss but which will only be resolved when one or more future events occur or fail to occur. We assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we evaluate the perceived merits of the legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. |
Net Loss Per Share | Net Loss Per Share Earnings per Share Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share, because the effect of their inclusion would have been anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Warrants to purchase common stock 25,002 1,549,112 1,259,029 1,549,112 Stock options 13,250,000 3,680,000 25,080,000 6,580,000 13,275,002 5,229,112 26,339,029 8,129,112 |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) |
Concentration of Credit Risk | Concentration of Credit Risk |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued guidance on leases which requires entities to recognize right-of-use assets and lease liabilities on the balance sheet for the rights and obligations created by all leases, including operating leases, with terms of more than 12 months. The new guidance also requires additional disclosures on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. The new guidance will be effective for us at the beginning of fiscal year 2019. Early adoption is permitted. We are in the process of evaluating the impact the adoption of this guidance will have on our consolidated financial statements and related disclosures. |
Reclassification | Reclassification |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of potentially dilutive securities that have been excluded from the computation of diluted net loss per share, because the effect of their inclusion would have been anti-dilutive | Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share, because the effect of their inclusion would have been anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Warrants to purchase common stock 25,002 1,549,112 1,259,029 1,549,112 Stock options 13,250,000 3,680,000 25,080,000 6,580,000 13,275,002 5,229,112 26,339,029 8,129,112 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Leases [Abstract] | |
Schedule of Operating Leases | Future minimum payments for these leases are: For the twelve Months Ending June 30, 2019 2020 2021 2021 2022 $131,804 $135,296 $93,801 $90,001 $45,001 |
INVENTORY (Tables)
INVENTORY (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | At June 30, 2018 and December 31, 2017, our inventory is, as follows: June 30, December 31, 2018 2017 Industrial hemp crop under cultivation $ 1,391,306 $ 15,000 Raw materials 239,030 Work-in-process Finished goods 13,880 28,200 $ 1,644,216 $ 43,200 |
PROPERTY, PLANT AND EQUIPMENT31
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of Property and Equipment | June 30, December 31, 2018 2017 Cost of construction in process - extraction facility Weldona, Colorado extraction facility: Equipment $ $ 647,947 Jamaica cultivation and extraction facility: Leasehold improvements - laboratory 75,000 75,000 Leasehold improvements - cultivation 110,699 109,750 $ 185,699 $ 832,697 Extraction facility, laboratory equipment, and office furniture and fixtures Equipment and machinery at Weldona extraction facility $ 1,120,945 Golden, Colorado industrial hemp laboratory - equipment 39,944 34,651 Golden, Colorado administrative offices: Furniture and fixtures 49,282 21,668 Leasehold improvements 191,518 2,000 Transportation equipment 191,704 81,667 Remote laboratory equipment 99,220 99,220 Farm Equipment 247,456 $ 1,940,069 239,206 Accumulated amortization and depreciation (191,897 ) (39,385 ) $ 1,748,172 $ 199,821 |
PURCHASE OF PRANA THERAPUETIC32
PURCHASE OF PRANA THERAPUETICS, INC. (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of allocation of purchase price | The purchase price for PTI was allocated to the net tangible and intangible assets based upon their fair values as of the acquisition date. The excess of the purchase price over the fair values of the net tangible assets and intangible assets was recorded as goodwill and is generally driven by managements expectations and ability to realize synergies and achieve strategic growth. The allocation of the purchase price was, as follows: June 30, Patents $ 52,596 Net assets 522,761 Goodwill 4,495,143 Total $ 5,070,500 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Deferred Revenue Disclosure [Abstract] | |
Schedule of deferred revenue | Our deferred revenue consists of: June 30, December 31, 2018 2017 Current portion $ 113,750 $ 180,000 Long term portion 23,750 Deferred revenue $ 113,750 $ 203,750 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Convertible Notes Payable | |
Schedule of Convertible Promissory Notes Issued | The following table summarizes our convertible promissory notes outstanding, as of June 30, 2018 and December 31, 2017: Issue Holder Security Maturity Interest Base June 30, December 31, 4-02-18 Tangiers Investment Group Unsecured 10-04-18 5% Upon default, Holder may convert all or a part of the note at a rate of 70% of the average of the two lowest trading prices during 15-day period prior to Holders election to convert $ 600,000 $ 6-04-18 Tangiers Investment Group Unsecured 12-04-18 5% Upon default, Holder may convert all or a part of the note at a rate of 70% of the average of the two lowest trading prices during 15-day period prior to Holders election to convert 288,750 Less unamortized Discount (26,931 ) $ 861,819 $ |
NOTES PAYABLE TO AND ADVANCES35
NOTES PAYABLE TO AND ADVANCES FROM OFFICERS AND DIRECTORS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes payable to and advance from officers and directors | Notes payable to and advance from officers and directors consisted of the following: June 30, December 31, 2018 2017 Note payable to Earnie Blackmon, an officer and director $ 745,945 $ 246,458 Note payable to Tony Verzura, an officer and director 16,644 14,889 $ 762,589 $ 261,347 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of share warrants outstanding | The following table summarizes our warrants outstanding as of June 30, 2018 and December 31, 2017: June 30, December 31, 2018 2017 Number of Shares Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price Warrants outstanding, beginning of period 1,209,025 $ 0.21 $ 1,551,356 $ 0.18 Warrants issued to consultants 50,004 132,669 Warrants exercised (475,000 ) Warrants outstanding, end of period 1,259,029 $ 0.29 1,209,025 $ 0.21 Warrants exercisable, end of period 1,259,029 $ 0.29 1,209,025 $ 0.21 |
Summary of stock options outstanding | The following table summarizes our stock options outstanding as of both June 30, 2018 and December 31, 2017, respectively: Number of Weighted Weighted Stock options outstanding at January 1, 2017 3,680,000 8.9 $ 0.28 Issued 3,957,500 9.9 0.64 Exercised (1,000,000 ) Expired Stock options outstanding at December 31, 2017 6,637,500 8.7 $ 0.57 Stock options exercisable at December 31. 2017 6,637,500 8.7 0.57 Stock options outstanding at December 31, 2017 6,637,500 Issued 20,195,000 9.8 0.83 Exercised Expired Stock options outstanding at June 30, 2018 26,832,000 9.9 0.75 Stock options exercisable at June 30, 2018 25,080,000 9.5 $ 0.74 |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions used for valuation utilizing the Black Scholes option pricing model for fair value | We calculated the fair value of each option to be approximately $0.91 per option utilizing the Black Scholes option pricing model and the following range of assumptions on the date of valuation: Stock price $ 1.05 Exercise price $ 1.08 Risk free interest rate 2.8 % Expected term (years) 5-10 Expected volatility 197 % Expected dividends 0 % We calculated the fair value of each option to be approximately $0.59 per option utilizing the Black Scholes option pricing model and the following range of assumptions on the date of valuation: Stock price $ 0.71 Exercise price $ 0.95 Risk free interest rate 2.68 - 2.79 % Expected term (years) 5 Expected volatility 210% - 214 % Expected dividends 0 % |
Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions used for valuation utilizing the Black Scholes option pricing model for fair value | 666,667 warrants issued during the year ended December 31, 2017 were valued utilizing the Black Scholes option pricing model and the following range of assumptions on the date of valuation: Stock price $ 0.16 - $2.18 Exercise price $ 0.18 Risk free interest rate 1.01% - 1.37 % Expected term (years) 5 Expected volatility 322% - 504 % Expected dividends 0 % 50,004 warrants issued during the six months ended June 30, 2018 were valued utilizing the Black Scholes option pricing model and the following range of assumptions on the date of valuation: Stock price $ 0.16 - $2.18 Exercise price $ 0.18 Risk free interest rate 1.01% - 1.37 % Expected term (years) 5 Expected volatility 322% - 504 % Expected dividends 0 % |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of share-based compensation expense | Share-based compensation expense for the six months ended June 30, 2018 and 2017 is, as follows: Three Months Ended Six Months Ended 2018 2017 2018 2017 Options granted to officers, directors and employees $ 9,185,725 $ 1,624,000 $ 14,510,479 $ 1,568,000 Common stock issued for accounts payable and accrued expenses 43,676 Options granted for services 26,318 51,320 Warrants and options issued for consulting services 125,826 217,159 Common stock issued for services 110,506 75,918 225,393 196,534 Common stock issued as compensation to employees 145,000 178,500 $ 9,467,549 $ 1,825,744 $ 14,965,692 $ 2,025,369 |
SIGNIFICANT CUSTOMER INFORMAT38
SIGNIFICANT CUSTOMER INFORMATION AND ECONOMIC DEPENDENCY (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Schedule of significant concentrations risk | The following tables show significant concentrations in our revenues and accounts receivable for the periods indicated: Percentage of Revenue: Six Months Ended June 30, 2018 2017 Customer A 27% 50% Customer B 24% 49% Customer C 14% 1% Percentage of Accounts Receivable: As of June 30, 2018 2017 Customer C 100% % Customer D % % Customer E % % The following tables show significant concentrations in our expenses and accounts payable for the periods indicated: Percentage of Expenses: Six Months Ended June 30, 2018 2017 Vendor A 17% % Vendor B 14% % Vendor C 11% % Percentage of Accounts Payable: As of June 30, 2018 2017 Vendor C 26% % Vendor D 17% % Vendor E 8% % |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Operating Leases - Executive Office Lease | Future minimum payments for this lease are: For the Twelve Months Ending June 30, 2019 2020 2021 2021 2022 $41,802 $45,295 $3,800 $0 $0 |
BUSINESS ORGANIZATION AND NAT40
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) - USD ($) | Jul. 14, 2017 | Mar. 31, 2014 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 26, 2014 |
Amount of payable owed to former officer and director, exchanged for assets sold | $ 15,000 | |||||
Number of common shares issued in exchange for certain intellectual property | 38,690,000 | |||||
Total number of common shares previously outstanding, cancelled during period | 41,690,000 | |||||
Common stock, shares outstanding | 64,229,926 | 62,862,066 | 43,620,000 | |||
Business Development | $ 2,800,000 | |||||
Prana [Member] | ||||||
Common shares received in exchange for future consulting services and use of our intellectual property | 5,730,000 | |||||
Fair market value of common stock | $ 5,070,500 | |||||
Closing price per share | $ 0.85 | |||||
Prana [Member] | Subscription Agreement [Member] | ||||||
Shares of investment owned | 400,000 | |||||
Investments in non-marketable equity securities | $ 200,000 | $ 50,000 | $ 50,000 | $ 50,000 |
SUMMARY OF SIGNIFICANT ACCOUN41
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Allowance for doubtful accounts | $ 0 | $ 0 | |
Bad debt expense, included in general and administrative expenses | 0 | ||
Goodwill | 4,838,603 | $ 4,838,603 | |
Purchase Price Allocation | 5,070,500 | ||
Excess of purchase price over fair values of net tangible assets and intangible assets recorded as goodwill | $ 4,731,729 | ||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
Estimated useful life | 10 years | ||
Equity Method Investments, Percentage | 50.00% | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 5 years | ||
Estimated useful life | 15 years | ||
Equity Method Investments, Percentage | 20.00% | ||
Patents [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 15 years | ||
PTI [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Equity Method Investments, Percentage | 95.00% | ||
Goodwill | $ 4,495,143 | ||
Purchase Price Allocation | $ 5,070,500 | ||
CRD [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Equity Method Investments, Percentage | 50.00% | ||
Goodwill | $ 106,874 |
SUMMARY OF SIGNIFICANT ACCOUN42
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of anti-dilutive securities) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 13,275,002 | 5,229,112 | 26,339,029 | 8,129,112 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 25,002 | 1,549,112 | 1,259,029 | 1,549,112 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 13,250,000 | 3,680,000 | 25,080,000 | 6,580,000 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
GOING CONCERN [Abstract] | |||||
Net loss | $ 10,826,539 | $ 2,260,005 | $ 18,088,549 | $ 3,075,981 | |
Net cash used in operating activities | 3,830,292 | $ 374,024 | |||
Accumulated deficit | $ 33,274,094 | $ 33,274,094 | $ 15,269,845 |
RECEIVABLE FROM RELATED PARTY (
RECEIVABLE FROM RELATED PARTY (Schedule of Amounts Due from Related Parties) (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
Due from related parties | $ 59,170 | |
Advesa [Member] | ||
Related Party Transaction [Line Items] | ||
Due from related parties | $ 59,170 | $ 0 |
OPERATING LEASES (Narrative) (D
OPERATING LEASES (Narrative) (Details) | Oct. 01, 2017ft² | Aug. 01, 2017ft² | Jun. 30, 2018USD ($)a | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
CRD [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Equity Method Investments, Percentage | 50.00% | |||||
Lease amount from father of directors and members | $ 1 | |||||
Industrial Hemp Laboratory - Golden, Colorado [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Area of lease | ft² | 9,882 | |||||
Maturity date | Jul. 31, 2020 | |||||
Industrial Hemp Laboratory - Golden, Colorado [Member] | Subsequent Event [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Basic rent per month | $ 3,800 | $ 3,500 | $ 3,302 | |||
Colorado Extraction Facility [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Area of lease | ft² | 40,000 | |||||
Maturity date | Sep. 30, 2018 | |||||
Basic rent per month | $ 7,500 | |||||
Jamaica Cultivation and Extraction Facility [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Area of lease | a | 28 |
OPERATING LEASES (Schedule of F
OPERATING LEASES (Schedule of Future Minimum Payament) (Details) | Jun. 30, 2018USD ($) |
Leases [Abstract] | |
2,019 | $ 131,804 |
2,020 | 135,296 |
2,021 | 93,801 |
2,021 | 90,001 |
2,022 | $ 45,001 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Industrial hemp crop under cultivation | $ 1,391,306 | $ 15,000 |
Raw materials | 239,030 | |
Work-in-process | ||
Finished goods | 13,880 | 28,200 |
Inventory | $ 1,644,216 | $ 43,200 |
PROPERTY, PLANT AND EQUIPMENT48
PROPERTY, PLANT AND EQUIPMENT, NET (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization | $ 52,055 | $ 3,329 | $ 156,098 | $ 12,079 |
PROPERTY, PLANT AND EQUIPMENT49
PROPERTY, PLANT AND EQUIPMENT, NET (Schedule of Property and Equipment) (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Cost of construction in process - extraction facility | $ 185,699 | $ 832,697 |
Extraction facility, laboratory equipment, and office furniture and fixtures | 1,940,069 | 239,206 |
Accumulated amortization and depreciation | (191,897) | (39,385) |
Cultivation facility and laboratory equipment and Office furniture and fixtures | 1,748,172 | 199,821 |
Equipment [Member] | Colorado Extraction Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost of construction in process - extraction facility | 647,947 | |
Leasehold Improvements - Laboratory [Member] | Jamaica Cultivation and Extraction Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost of construction in process - extraction facility | 75,000 | 75,000 |
Leasehold Improvements - Cultivation [Member] | Jamaica Cultivation and Extraction Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost of construction in process - extraction facility | 110,699 | 109,750 |
Equipment and machinery at Weldona extraction facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Extraction facility, laboratory equipment, and office furniture and fixtures | 1,120,945 | |
Golden, Colorado Industrial Hemp Laboratory - Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Extraction facility, laboratory equipment, and office furniture and fixtures | 39,944 | 34,651 |
Furniture and Fixtures [Member] | Colorado Administrative Offices [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Extraction facility, laboratory equipment, and office furniture and fixtures | 49,282 | 21,668 |
Leasehold Improvements [Member] | Colorado Administrative Offices [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Extraction facility, laboratory equipment, and office furniture and fixtures | 191,518 | 2,000 |
Transportation Equipment [Member] | Colorado Extraction Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Extraction facility, laboratory equipment, and office furniture and fixtures | 191,704 | 81,667 |
Remote Laboratory Equipment [Member] | Colorado Extraction Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Extraction facility, laboratory equipment, and office furniture and fixtures | 99,220 | 99,220 |
Farm Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Extraction facility, laboratory equipment, and office furniture and fixtures | $ 247,456 |
PURCHASE OF PRANA THERAPUETIC50
PURCHASE OF PRANA THERAPUETICS, INC. (Narrative) (Details) - Prana [Member] - USD ($) | Jul. 14, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||||
Common shares received in exchange for future consulting services and use of our intellectual property | 5,730,000 | |||
Fair market value of common stock | $ 5,070,500 | |||
Closing price per share | $ 0.85 | |||
Shares issued in acquisition | 400,000 | |||
Shares issued in acquisition, value | $ 200,000 | |||
Subscription Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares of investment owned | 400,000 | |||
Investments in non-marketable equity securities | $ 200,000 | $ 50,000 | $ 50,000 | $ 50,000 |
PURCHASE OF PRANA THERAPUETIC51
PURCHASE OF PRANA THERAPUETICS, INC. (Schedule of Purchase Price Allocation) (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||
Goodwill | $ 4,838,603 | $ 4,838,603 |
Purchase Price Allocation | 5,070,500 | |
PTI [Member] | ||
Business Acquisition [Line Items] | ||
Patents | 52,596 | |
Net assets | 522,761 | |
Goodwill | 4,495,143 | |
Purchase Price Allocation | $ 5,070,500 |
GRANTED PATENTS, NET (Details)
GRANTED PATENTS, NET (Details) - Patents [Member] - USD ($) | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Aug. 15, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful live | 15 years | |||
Amortization expense | $ 3,558 | $ 0 | ||
Accumulated amortization | $ 6,237 | $ 2,679 | ||
Research, legal fees | $ 142,317 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 15 years |
Design Marks and Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
INSTALLMENT LOANS PAYABLE (Deta
INSTALLMENT LOANS PAYABLE (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Short-term Debt [Line Items] | ||
Installment loan payable | $ 94,607 | $ 46,667 |
Installment One [Member] | ||
Short-term Debt [Line Items] | ||
Installment loan monthly payment | 955 | |
Monthly payments being made to pay off loan in six months | $ 6,955 | |
Term period | 48 months | |
Installment Two [Member] | ||
Short-term Debt [Line Items] | ||
Installment loan monthly payment | $ 2,160 | |
Monthly payments being made to pay off loan in six months | $ 6,500 | |
Term period | 36 months | |
48 Month Installment [Member] | ||
Short-term Debt [Line Items] | ||
Installment loan payable | $ 17,892 | 46,667 |
36 Month Installment [Member] | ||
Short-term Debt [Line Items] | ||
Installment loan payable | $ 76,715 | $ 0 |
DEFERRED REVENUE (Narrative) (D
DEFERRED REVENUE (Narrative) (Details) - USD ($) | Jun. 09, 2014 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2014 | Jun. 30, 2019 | Dec. 31, 2017 |
Deferred Revenue Arrangement [Line Items] | ||||||
Deferred revenue | $ 113,750 | $ 203,750 | ||||
WeedMD RX Inc. (''WMD'') [Member] | ||||||
Deferred Revenue Arrangement [Line Items] | ||||||
Common shares received in exchange for future consulting services and use of our intellectual property | 1,187,500 | |||||
Warrants received in exchange for future consulting services and use of our intellectual property | 3,000,000 | |||||
Fair value of securities recorded as deferred revenue | $ 893,750 | |||||
Deferred revenue recognized per month | 15,000 | |||||
Total deferred revenue recognized | 90,000 | $ 90,000 | $ 150,000 | |||
Deferred revenue | $ 113,750 | |||||
WeedMD RX Inc. (''WMD'') [Member] | Subsequent Event [Member] | ||||||
Deferred Revenue Arrangement [Line Items] | ||||||
Deferred revenue | $ 135,750 |
DEFERRED REVENUE (Schedule of d
DEFERRED REVENUE (Schedule of deferred revenue) (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Deferred Revenue Disclosure [Abstract] | ||
Current portion | $ 113,750 | $ 180,000 |
Long term portion | 23,750 | |
Deferred revenue | $ 113,750 | $ 203,750 |
CONVERTIBLE NOTES PAYABLE (Narr
CONVERTIBLE NOTES PAYABLE (Narrative) (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CONVERTIBLE NOTE PAYABLE [Abstract] | ||
Amortization of debt discount | $ 16,819 | $ 34,453 |
CONVERTIBLE NOTES PAYABLE (Sche
CONVERTIBLE NOTES PAYABLE (Schedule of Convertible Promissory Notes Issued) (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Total principal outstanding | ||
Less unamortized discount | $ (26,931) | |
Total of outstanding amount | $ 861,819 | |
Tangiers Investment Group, LLC [Member] | 2018 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Issue Date | Apr. 2, 2018 | |
Holder | Tangiers Investment Group | |
Security | Unsecured | |
Maturity Date | Oct. 4, 2018 | |
Base Conversion Rate | Upon default, Holder may convert all or a part of the note at a rate of 70% of the average of the two lowest trading prices during 15-day period prior to Holders election to convert | |
Tangiers Investment Group [Member] | 2018 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 5.00% | |
Total principal outstanding | $ 288,750 | |
Tangiers Investment Group [Member] | 2016 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Issue Date | Jun. 4, 2018 | |
Holder | Tangiers Investment Group | |
Security | Unsecured | |
Maturity Date | Dec. 4, 2018 | |
Base Conversion Rate | Upon default, Holder may convert all or a part of the note at a rate of 70% of the average of the two lowest trading prices during 15-day period prior to Holders election to convert | |
Tangiers Global, LLC [Member] | 2018 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 5.00% | |
Total principal outstanding | $ 600,000 |
NOTES PAYABLE TO AND ADVANCES59
NOTES PAYABLE TO AND ADVANCES FROM OFFICERS AND DIRECTORS (Narrative) (Details) - USD ($) | 6 Months Ended | ||||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 30, 2016 | Apr. 06, 2016 | Oct. 12, 2015 | |
Related Party Transaction [Line Items] | |||||
Principal balance increase | $ 57,500 | ||||
Debt repayment terms | If the loans are repaid on or before September 30, 2016, the principal amount, which is being repaid, will increase by 10%. If the loans are repaid after September 30, 2016, the principal amount, which is being repaid will increase by 15%. | ||||
Notes payable to and advances from officers and directors | $ 473,516 | ||||
Accrued wages payable to officers and directors [Member] | Notes Payable Other Payables [Member] | |||||
Related Party Transaction [Line Items] | |||||
Convertible note payable, related party | 745,945 | $ 261,347 | |||
Earnie Blackmon [Member] | Notes Payable Other Payables [Member] | |||||
Related Party Transaction [Line Items] | |||||
Convertible note payable, related party | 16,644 | 246,458 | |||
Tony Verzura [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, face amount | $ 25,000 | ||||
Tony Verzura [Member] | Notes Payable Other Payables [Member] | |||||
Related Party Transaction [Line Items] | |||||
Convertible note payable, related party | $ 762,589 | $ 14,889 | |||
Ernest Blackmon [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, face amount | $ 25,000 | ||||
JSJ Investments Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Convertible note payable, related party | $ 102,000 | ||||
JSJ Investments Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, interest rate | 12.00% |
ARBITRATION SETTLEMENT RESERVE
ARBITRATION SETTLEMENT RESERVE (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Loss Contingency [Abstract] | |||
Arbitration settlement reserve | $ 650,000 | ||
Proceeds from proposed joint venture that was never formed | 650,000 | ||
Amount of refund | $ 650,000 |
STOCKHOLDERS' EQUITY (Narrative
STOCKHOLDERS' EQUITY (Narrative) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jul. 18, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | |||
Aggregate intrinsic value of warrants outstanding and exercisable | $ 0 | ||
Warrant issued | 50,004 | 132,669 | |
Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrant issued | 50,004 | 666,667 | |
Weighted-average remaining contractual life for stock options outstanding and exercisable | 3 years 7 months 6 days | ||
Preferred Class A [Member] | Officer and Director [Member] | |||
Class of Stock [Line Items] | |||
Share issued | 2,000 | ||
Proceeds from shares issued | $ 2,200 |
STOCKHOLDERS' EQUITY (Common St
STOCKHOLDERS' EQUITY (Common Stock Issued For Services, Warrants) (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Number of Shares | ||
Warrants outstanding, beginning of period | 1,209,025 | 1,551,356 |
Warrants issued to consultants | 50,004 | 132,669 |
Warrants exercised | (475,000) | |
Warrants outstanding, end of period | 1,259,029 | 1,209,025 |
Warrants exercisable, end of period | 1,259,029 | 1,209,025 |
Weighted Average Exercise Price | ||
Warrants outstanding, beginning of period (in dollars per share) | $ 0.21 | $ 0.18 |
Warrants outstanding, end of period (in dollars per share) | 0.29 | 0.21 |
Warrants exercisable, end of period (in dollars per share) | $ 0.29 | $ 0.21 |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Assumptions on Date of Valuation Utilizing for Fair Value of Warrants) (Details) - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Feb. 28, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Warrants [Member] | |||
Class of Stock [Line Items] | |||
Exercise price (in dollars per share) | $ 0.18 | $ 0.18 | |
Expected term (years) | 5 years | 5 years | |
Expected dividends (as a percent) | 0.00% | 0.00% | |
Warrants [Member] | Minimum [Member] | |||
Class of Stock [Line Items] | |||
Stock price (in dollars per share) | $ 0.16 | $ 0.16 | |
Risk free interest rate (as a percent) | 1.01% | 1.01% | |
Expected volatility (as a percent) | 322.00% | 322.00% | |
Warrants [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Stock price (in dollars per share) | $ 2.18 | $ 2.18 | |
Risk free interest rate (as a percent) | 1.37% | 1.37% | |
Expected volatility (as a percent) | 504.00% | 504.00% | |
Stock Options [Member] | |||
Class of Stock [Line Items] | |||
Stock price (in dollars per share) | $ 1.05 | $ 0.71 | |
Exercise price (in dollars per share) | $ 1.08 | $ 0.95 | |
Risk free interest rate (as a percent) | 2.80% | ||
Expected term (years) | 5 years | ||
Expected volatility (as a percent) | 197.00% | ||
Expected dividends (as a percent) | 0.00% | 0.00% | |
Stock Options [Member] | Minimum [Member] | |||
Class of Stock [Line Items] | |||
Risk free interest rate (as a percent) | 2.68% | ||
Expected term (years) | 5 years | ||
Expected volatility (as a percent) | 210.00% | ||
Stock Options [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Risk free interest rate (as a percent) | 2.79% | ||
Expected term (years) | 10 years | ||
Expected volatility (as a percent) | 214.00% |
STOCKHOLDERS' EQUITY (Schedul64
STOCKHOLDERS' EQUITY (Schedule of stock option activity) (Details) - Stock Options [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | |||
Stock options outstanding, beginning of period | 6,637,500 | 3,680,000 | 600,000 |
Issued | 20,195,000 | 3,957,500 | |
Exercised | (1,000,000) | ||
Expired | |||
Stock options outstanding, end of period | 26,832,000 | 6,637,500 | 3,680,000 |
Stock options outstanding, end of period | 25,080,000 | 6,637,500 | |
Weighted Average Exercise Price | |||
Stock options outstanding, beginning of period | $ 0.57 | $ 0.28 | $ 0.70 |
Issued | 0.83 | 0.64 | |
Stock options outstanding, end of period | 0.75 | 0.57 | $ 0.28 |
Stock options exercisable, end of period | $ 0.74 | $ 0.57 | |
Weighted Average Remaining Life (Years) | |||
Stock options outstanding, beginning of period | 9 years 10 months 25 days | 9 years 10 months 25 days | 8 years 10 months 25 days |
Stock options Issued, end of period | 9 years 9 months 18 days | 8 years 8 months 12 days | |
Stock options exercisable, end of period | 9 years 6 months | 8 years 8 months 12 days |
STOCKHOLDERS' EQUITY (Stock Opt
STOCKHOLDERS' EQUITY (Stock Option Activity) (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 29, 2018 | Jun. 25, 2018 | Feb. 28, 2018 | |
Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awarded stock options | $ 14,195,000 | $ 14,195,000 | ||||
Fair value of options | 6,146,000 | 6,146,000 | 9,711,400 | |||
Weighted-average remaining contractual life for stock options outstanding and exercisable | 9 years 6 months | 8 years 8 months 12 days | ||||
Aggregate intrinsic value of options outstanding and exercisable | $ 1 | $ 1 | ||||
Option vested | 5,125,000 | 5,125,000 | ||||
Stock options compensation | $ 9,053,341 | $ 5,324,754 | ||||
Total price to exercise all outstanding stock options | $ 14,301,000 | $ 14,301,000 | ||||
Stock options to purchase common stock | 6,000,000 | |||||
Stock Options [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price | $ 0.705 | $ 1.08 | ||||
Stock Options [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price | $ 0.58 | $ 0.58 | ||||
Stock Options [Member] | Vesting through December 31, 2019 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Option vested | 875,000 | 875,000 | ||||
Stock Options [Member] | Vesting quarterly through July 1, 2022 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Option vested | 945,000 | 945,000 | ||||
2017 Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awarded stock options | $ 6,000,000 | |||||
Stock Incentive Plan 2018 [Member] | Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awarded stock options | $ 14,195,000 | $ 14,195,000 | ||||
Option vested | 13,250,000 | 13,250,000 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Options granted to officers, directors and employees | $ 9,185,725 | $ 1,624,000 | $ 14,510,479 | $ 1,568,000 |
Common stock issued for accounts payable and accrued expenses | 43,676 | |||
Options granted for services | 26,318 | 51,320 | ||
Warrants and options issued for consulting services | 125,826 | 217,159 | ||
Common stock issued for services | 110,506 | 75,918 | 225,393 | 196,534 |
Common stock issued as compensation to employees | 145,000 | 178,500 | ||
Share-based compensation | $ 9,467,549 | $ 1,825,744 | $ 14,965,692 | $ 2,025,369 |
SIGNIFICANT CUSTOMER INFORMAT67
SIGNIFICANT CUSTOMER INFORMATION AND ECONOMIC DEPENDENCY (Schedule of concentration of risk) (Details) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 27.00% | 50.00% |
Revenue [Member] | Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 24.00% | 49.00% |
Revenue [Member] | Customer C [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14.00% | 1.00% |
Accounts Receivable [Member] | Customer C [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 100.00% | |
Accounts Receivable [Member] | Customer D [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | ||
Accounts Receivable [Member] | Customer E [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | ||
Expenses [Member] | Vendor A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 17.00% | |
Expenses [Member] | Vendor B [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14.00% | |
Expenses [Member] | Vendor C [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.00% | |
Accounts Payable [Member] | Vendor C [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 26.00% | |
Accounts Payable [Member] | Vendor D [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 17.00% | |
Accounts Payable [Member] | Vendor E [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 8.00% |
COMMITMENTS AND CONTINGENCIES68
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018USD ($)ft²shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 19, 2018USD ($) | Oct. 31, 2017USD ($) | |
Long-term Purchase Commitment [Line Items] | |||||
Minimum amount draw down at one time | $ 5,000 | ||||
Percentage of number of common shares | 400.00% | ||||
Maximum amount draw down at one time | $ 1,000,000 | ||||
Percentage of trading price | 85.00% | ||||
Executive Office Lease [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Lease term | 36 months | ||||
Lease Space | ft² | 6,683 | ||||
Lease Expires | Jul. 31, 2020 | ||||
Monthly rental rates | $ 3,302 | ||||
2,019 | 41,802 | ||||
2,020 | 45,295 | ||||
2,021 | 3,800 | ||||
2,021 | 0 | ||||
2,022 | $ 0 | ||||
Executive Office Lease [Member] | Subsequent Event [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Monthly rental rates | $ 3,799 | $ 3,000 | |||
Extraction Facility Lease [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Lease Space | ft² | 40,000 | ||||
Lease Expires | Sep. 30, 2022 | ||||
Monthly rental rates | $ 7,500 | ||||
Industrial Hemp Crop Under Cultivation [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Farm lease acreage | 1,000 | ||||
Price for harvested crop per pound | $ 2 | ||||
Prana [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Total commitment upon execution of research agreement | $ 303,544 | ||||
Commitment owed in June 2018 | $ 75,886 | ||||
Installment One [Member] | Industrial Hemp Crop Under Cultivation [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Date for rent payable | Nov. 15, 2018 | ||||
Installment Two [Member] | Industrial Hemp Crop Under Cultivation [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Date for rent payable | Dec. 31, 2018 | ||||
Installment Three [Member] | Industrial Hemp Crop Under Cultivation [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Date for rent payable | Feb. 15, 2019 | ||||
Tangiers Global, LLC [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Line of Credit agreement | $ 2,581,108 | $ 10,000,000 | |||
Sale of stock | shares | 2,907,944 | ||||
Clinical Trial Agreement [Member] | Installment One [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Payment made for clinical trial agreement | $ 50,000 | ||||
Clinical Trial Agreement [Member] | Installment Two [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Payment made for clinical trial agreement | 51,182 | ||||
Clinical Trial Agreement [Member] | Installment Three [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Payment made for clinical trial agreement | 51,182 | ||||
Clinical Trial Agreement [Member] | Installment Four [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Payment made for clinical trial agreement | $ 51,182 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Aug. 03, 2018 | Jun. 30, 2018 | Jun. 29, 2018 | Jun. 25, 2018 |
PTI [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage of ownership | 95.00% | |||
Stock Options [Member] | ||||
Subsequent Event [Line Items] | ||||
Awarded stock options | $ 14,195,000 | $ 6,000,000 | ||
Stock Options [Member] | Minimum [Member] | ||||
Subsequent Event [Line Items] | ||||
Exercise price | $ 0.705 | $ 1.08 | ||
Stock Options [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Exercise price | $ 0.58 | $ 0.58 | ||
Tangiers Global, LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Line of Credit agreement | $ 1,833,026 | |||
Sale of stock | 3,401,719 | |||
IND [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Committed expense | $ 300,000 |