Signpath Pharma 10-Q 16 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 13, 2015
Document and Entity Information
Entity Registrant Name	SIGNPATH PHARMA, INC.
Entity Central Index Key	1,455,694
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		14,163,887
Trading Symbol	SGTH
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash	$ 498,101	$ 716,193
Prepaid expenses	7,152
Total Current Assets	505,253	$ 716,193
TOTAL ASSETS	505,253	716,193
CURRENT LIABILITIES
Accounts payable and accrued expenses	303,462	447,999
Total Current Liabilities	303,462	447,999
STOCKHOLDERS’ EQUITY
Common stock; $0.001 par value, 50,000,000 shares authorized; 14,163,887 and 14,123,887 shares issued and outstanding, respectively	14,164	14,124
Accrued dividends	1,530,429	969,230
Additional paid-in capital	13,435,837	12,700,365
Accumulated deficit	(14,779,840)	(13,416,598)
Total Stockholders' Equity	201,791	268,194
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	505,253	716,193
Convertible Preferred Stock Series A [Member]
STOCKHOLDERS’ EQUITY
Preferred Stock	326	326
Convertible Preferred Stock Series B [Member]
STOCKHOLDERS’ EQUITY
Preferred Stock	215	215
Convertible Preferred Stock Series C [Member]
STOCKHOLDERS’ EQUITY
Preferred Stock	500	500
Convertible Preferred Stock Series D [Member]
STOCKHOLDERS’ EQUITY
Preferred Stock	$ 160	$ 32

Condensed Balance Sheets (Unau3

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Preferred Stock Par Value	$ .10	$ .10
Preferred Stock Authorized	5,000,000	5,000,000
Preferred Stock Issued	11,992	11,992
Preferred Stock Outstanding	11,992	11,992
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	50,000,000	50,000,000
Common stock shares issued	14,163,887	14,123,887
Common stock shares outstanding	14,163,887	14,123,887
Convertible Preferred Stock Series A [Member]
Preferred Stock Par Value	$ 0.10	$ 0.10
Preferred Stock Authorized	5,000	5,000
Preferred Stock Issued	3,256	3,256
Preferred Stock Outstanding	3,256	3,256
Convertible Preferred Stock Series B [Member]
Preferred Stock Par Value	$ 0.10	$ 0.10
Preferred Stock Authorized	3,000	3,000
Preferred Stock Issued	2,146	2,146
Preferred Stock Outstanding	2,146	2,146
Convertible Preferred Stock Series C [Member]
Preferred Stock Par Value	$ 0.10	$ 0.10
Preferred Stock Authorized	6,000	6,000
Preferred Stock Issued	5,001	5,001
Preferred Stock Outstanding	5,001	5,001
Convertible Preferred Stock Series D [Member]
Preferred Stock Par Value	$ 0.10	$ 0.10
Preferred Stock Authorized	6,000	6,000
Preferred Stock Issued	1,589	320
Preferred Stock Outstanding	1,589	320

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
REVENUES
OPERATING EXPENSES
General and administrative	$ 36,914	$ 45,852	$ 157,181	$ 60,041
Professional fees	45,811	88,204	266,472	320,176
Research and development	274,157	799,965	683,802	1,546,500
Salaries and wages	118,794	45,207	268,063	209,527
Total Operating Expenses	(475,676)	(978,958)	(1,375,518)	(2,136,244)
OPERATING LOSS	$ (475,676)	$ (978,958)	(1,375,518)	$ (2,136,244)
OTHER INCOME (EXPENSE)
Other Income			23,641
Foreign currency loss	$ (1,436)	$ (4,003)	(11,420)	$ (4,003)
Interest income	16	171	55	568
Total Other Income (Expense)	(1,420)	(3,832)	12,276	(3,435)
NET LOSS BEFORE INCOME TAXES	$ (477,096)	$ (982,790)	$ (1,363,242)	$ (2,139,679)
Provision for income taxes
NET LOSS	$ (477,096)	$ (982,790)	$ (1,363,242)	$ (2,139,679)
PREFERRED STOCK DIVIDEND	(194,794)	(141,427)	(561,199)	(467,624)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ (671,890)	$ (1,124,217)	$ (1,924,441)	$ (2,607,303)
BASIC AND DILUTED LOSS PER SHARE	$ (0.05)	$ (0.09)	$ (0.14)	$ (0.20)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	14,163,887	12,877,500	14,163,887	12,877,500

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
OPERATING ACTIVITIES
Net loss	$ (1,363,242)	$ (2,139,679)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		51,000
Stock options compensation	$ 143,488	$ 186,384
Stock issued for compensation	16,000
Loss on equity modification	29,610	$ 13,132
Changes in operating assets and liabilities
Change in prepaid expenses	(7,152)
Accounts payable and accrued expenses	(110,535)	$ 452,999
Net Cash Used in Operating Activities	(1,291,831)	(1,436,164)
FINANCING ACTIVITIES
Preferred stock issued for cash, net of stock offering costs	1,073,739	1,372,536
Net Cash Provided by Financing Activities	1,073,739	1,372,536
NET INCREASE (DECREASE) IN CASH	(218,092)	(63,628)
CASH AT BEGINNING OF PERIOD	716,193	1,241,397
CASH AT END OF PERIOD	$ 498,101	1,177,769
NON CASH FINANCING ACTIVITIES:
Common stock issued for dividends		$ 1,025,404
Issuance of shares for accrued fees	$ 34,000
Preferred dividend accrual	$ 561,199	$ 467,624

Description of Business and Bas

Description of Business and Basis of Presentation	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Description of Business and Basis of Presentation	NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31. The accompanying unaudited condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2015, and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2014 audited financial statements filed with the SEC on April 9, 2015. The results of operations for the period ended September 30, 2015 are not necessarily indicative of the operating results for the full year. Description of Business Throughout this report, the terms “we,” “us,” “our,” “registrant,” “Company” refer to SignPath Pharma Inc. Business SignPath is a clinical stage biotechnology company founded in May 2006 to develop synthesized proprietary formulations of curcumin, a naturally occurring compound found in the root of the Curcuma longa Linn (turmeric) plant, for applications in human diseases Good Manufacturing Practice (GMP) synthesis renders the curcumin active pharmaceutical ingredient (API) 99.2% pure. The Company is a publicly held non-traded Delaware corporation. During the nine months ended September 30, 2015 and 2014, the Company expended $683,802 and $1,546,500 respectively, for net research and development. None of these expenses were borne by customers as the final products are not commercially available. They consisted primarily of payments made to commercial and academic institutions.

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 2015
Going Concern
Going Concern	NOTE 2 – GOING CONCERN The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. During the nine months ended September 30, 2015, the Company recognized sales revenue of $-0- and incurred a net loss of $1,363,242. As of September 30, 2015, the Company had an accumulated deficit of $14,779,840. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company’s planned business. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from significant shareholders sufficient to meet its operating expenses and seeking equity and/or debt financing from third parties. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. There were no cash equivalents as of September 30, 2015 or December 31, 2014. Concentration of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had $248,101 and $466,193 of cash balances in excess of federally insured limits at September 30, 2015 and December 31, 2014, respectively. Fair Value of Financial Instruments In accordance with ASC 820, the carrying value of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to the short-term maturity of these instruments. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for cash, accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments. Research and Development Costs The Company expenses the costs of the development of its pharmaceutical products during the period incurred. The Company incurred research and development expenses of $683,802 and $1,546,500 during the nine months ended September 30, 2015 and 2014, respectively. Stock-Based Compensation The Company follows the provisions of ASC 718 which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company uses the Black-Scholes pricing model for determining the fair value of stock based compensation. Equity instruments issued to non-employees for goods or services are accounted for at fair value and are marked to market until service is complete or a performance commitment date is reached, whichever is earlier. Related Party Transactions For the period ended September 30, 2015 the Company had an employee payable in the amount of $5,554 related to reimbursable company expenses due to Kai Larson, Vice President of Corporate Development, Chief Operating Officer, and Secretary to the Company. For the period ended September 30, 2015 the Company had a payable due to Dr. Larry Helson related to Medicare coverage for the time he has been employed by the Company. The total amount due is $30,000 to be paid out at a rate of $2,900 per annum. Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. In July, 2006, the FASB issued ASC 740, Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a return. ASC 740 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. ASC 740 became effective as of January 1, 2007 and had no impact on the Company’s financial statements. The charge for taxation is based on the results for the year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Basic and Diluted Net income (Loss) per Share The Company computes net income (loss) per share in accordance with ASC 260 which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the nine months ended September 30, 2015 and 2014, all of the Company’s potentially dilutive securities (warrants, options, convertible preferred stock) were excluded from the computation of diluted earnings per share as they were anti-dilutive. The total number of potentially dilutive Common Shares that were excluded were 25,685,789 and 20,675,814 at September 30, 2015 and 2014, respectively.

Accrued Liabilities

Accrued Liabilities	9 Months Ended
	Sep. 30, 2015
Payables and Accruals [Abstract]
Accrued Liabilities	NOTE 4 – ACCRUED LIABILITIES The Company has concluded it is probable that it will pay $85,738 in liquidated damages pursuant to the registration rights clause in certain of the securities sold in fiscal years 2008 and 2009, the Company was required to file a registration statement by January 27, 2009. The Company failed to do so until April 7, 2009, resulting in liquidated damages of 2% per month of the gross proceeds, which approximated $1.8 million as of that date. During the year ended December 31, 2009, the Company’s registration statement covering the securities was declared effective by the SEC. Each holder is entitled to $47.32 per share owned

Preferred Stock

Preferred Stock	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
Preferred Stock	NOTE 5 – PREFERRED STOCK The Company has authorized 5,000,000 shares of Preferred Stock, $.10 par value, of which, as of September 30, 2015, an aggregate of 11,992 shares were issued and outstanding consisting of (i) 5,000 shares of Series A Convertible Preferred Stock authorized and 3,256 shares issued and outstanding, (ii) 3,000 shares of Series B Convertible Preferred Stock authorized and 2,146 shares were issued and outstanding, (iii) 6,000 shares of Series C Convertible Preferred Stock authorized and 5,001 shares were issued and outstanding, and (iv) 6,000 shares of Series D Convertible Preferred Stock are authorized, 1,589 of which were issued and outstanding. For the nine months that ended September 30, 2015 the Company issued 1,269 shares of Series D Preferred Stock. Gross proceeds received for these shares was $1,269,076 offset by stock offering costs of $195,337 issued to the placement agent, a related party.

Common Stock

Common Stock	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
Common Stock	NOTE 6 – COMMON STOCK On January 1, 2015, the Company granted 40,000 shares of common stock to Jack Levine, Audit Committee Chair, for services rendered during 2014. These shares were issued at a fair value of $1.25 per share. The stock payable amount recorded year ended December 31, 2014 was valued at a stock price of $0.85. The excess of the fair value of the shares over the amount accrued at December 31, 2014 was recognized as compensation expense during the quarter ended September 30, 2015. For the nine months ended September 30, 2015, $16,000 was recognized as salaries and wages.

Warrants and Options

Warrants and Options	9 Months Ended
	Sep. 30, 2015
Warrants And Options
Warrants and Options	NOTE 7 – WARRANTS AND OPTIONS Warrants A summary of the status of the Company’s warrants as of September 30, 2015 and December 31, 2014 are presented below: Number of Warrants Weighted Average Exercise Price Remaining Term (years) Outstanding as of December 31, 2014 12,550,062 1.25 4.60 Granted 2,939,123 1.36 5.63 Cancelled (2,621,851 ) (1.09 ) - Outstanding as of September 30, 2015 12,867,334 $ 1.30 3.96 On January 30, 2015 the Company issued 23,750 Class D warrants. The warrants were not deemed to be derivative instruments because they do not have a reset feature, and therefore no liability was booked related to the warrants. The Company valued these warrants using the Black-Scholes option pricing model under the following assumptions: $1.25 stock price, $3.00 exercise price, 7 years to maturity, 137% volatility, and 1.49% risk free rate. On February 27, 2015 the Company issued 75,657 Class D warrants. The warrants were not deemed to be derivative instruments because they do not have a reset feature, and therefore no liability was booked related to the warrants. The Company valued these warrants using the Black-Scholes option pricing model under the following assumptions: $1.25 stock price, $3.00 exercise price, 7 years to maturity, 136% volatility, and 1.82% risk free rate. On March 31, 2015 the Company issued 18,750 Class D warrants. The warrants were not deemed to be derivative instruments because they do not have a reset feature, and therefore no liability was booked related to the warrants. The Company valued these warrants using the Black-Scholes option pricing model under the following assumptions: $1.25 stock price, $3.00 exercise price, 7 years to maturity, 135% volatility, and 1.71% risk free rate. On July 29, 2015 the Company issued 40,480 Class D warrants. The warrants were not deemed to be derivative instruments because they do not have a reset feature, and therefore no liability was booked related to the warrants. The Company valued these warrants using the Black-Scholes option pricing model under the following assumptions: $1.25 stock price, $3.00 exercise price, 7 years to maturity, 168.60% volatility, and 2.02% risk free rate. On January 14, 2015, the Company voided and replaced 2,621,851.22 placement agent warrants that were issued to a related party. Of those warrants, 40,000 had an exercise price of $2.00 and 2,581,851 had an exercise price of $1.25, which will expire on the seventh anniversary of the effective date of a registration statement concerning the underlying common stock. The Company valued these warrants using the Black-Scholes option pricing model under the following assumptions: $1.25 stock price, $1.25 and $2.00 exercise price, 7 years to maturity, 144.70% volatility, 1.62% risk free rate. As a result of the modification, the Company recognized a loss on warrant modification of $29,610. For the nine months ended September 30, 2015 the Company has issued a total of 158,635 Placement Agent warrants, of those 118,157 were related to stock offering costs issued to a related party. The warrants were not deemed to be derivative instruments because they do not have a reset feature, and therefore no liability was booked related to the warrants. The Company valued these warrants using the Black-Scholes option pricing model under the following assumptions: $1.25 stock price, exercise price from $2-$3, 7 years to maturity, 168.60% volatility, and 2.02% risk free rate. Options The Company has recorded stock compensation expense of $119,842 and $0 for the nine months ended September 30, 2015 and 2014, respectively. On March 20, 2015 the Company issued 30,000 stock options to Arthur Bollon for services to be rendered during 2015. On the date granted, one-quarter of the issued options vested and became exercisable. The remainder will vest quarterly for the next three quarters. The Company valued these warrants using the Black-Scholes independent director options pricing model under the following assumptions: $1.25 stock price, $2.00 exercise price, 5 years to maturity, 188% volatility, and 1.37% risk free rate. On March 20, 2015 the Company issued 30,000 stock options to Jack Levine for services to be rendered during 2015. On the date granted, one-quarter of the issued options vested and became exercisable. The remainder will vest quarterly for the next three quarters. The Company valued these options using the Black-Scholes independent director option pricing model under the following assumptions: $1.25 stock price, $2.00 exercise price, 5 years to maturity, 188% volatility, and 1.37% risk free rate. On May 1, 2015 the Company issued 300,000 stock options to Kai Larson, Vice President of Corporate Development and Chief Operating Officer, as part of the Company’s incentive stock option plan. These options will vest in equal monthly installments for 72 months, or six years, and will be fully vested April 2021. The Company valued these options using the Black-Scholes independent director option pricing model under the following assumptions: $1.25 stock price, $2.00 exercise price, 10 years to maturity, 105% volatility, and 1.50% risk free rate. On May 1, 2015 the Company issued 450,000 stock options to Kai Larson for services to be rendered during 2015. These options will vest in equal monthly installments for 72 months, or six years, and will be fully vested April 2021.The Company valued these warrants using the Black-Scholes independent director option pricing model under the following assumptions: $1.25 stock price, $2.00 exercise price, 10 years to maturity, 105% volatility, and 1.50% risk free rate. On September 4, 2015, the Company issued 25,000 stock options to James McChesney, a member of the Company’s Scientific Advisory Board, as part of the Company’s incentive stock option plan. These options will vest in two equal installments, the first 12,500 options vesting on August 10, 2016, and the second 12,500 options vesting on August 10, 2017. The Company valued these options using the Black-Scholes independent director option pricing model under the following assumptions: $1.25 stock price, $2.00 exercise price, 5 years to maturity, 162% volatility, and 1.47% risk free rate. On September 4, 2015, the Company issued 25,000 stock options to Peter Sordillo, a member of the Company’s Scientific Advisory Board, as part of the Company’s incentive stock option plan. These options are fully vested as of the date of grant, reflecting past services rendered. The Company valued these options using the Black-Scholes independent director option pricing model under the following assumptions: $1.25 stock price, $2.00 exercise price, 5 years to maturity, 162% volatility, and 1.47% risk free rate.

Commitment and Contingencies

Commitment and Contingencies	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitment and Contingencies	NOTE 8 – COMMITMENT AND CONTINGENCIES SignPath is obligated to pay running royalties of 2.5% on net sales of less than $250 million for products covered by an issued patent licensed under the UTMDACC License Agreement. This royalty rate increases to 3% for sales equal to, or greater than, $250 million. A royalty of 1.5% of net sales is payable by SignPath for products covered under the license which are not protected by an issued patent. After sales to the public begin, SignPath must pay a minimum annual royalty $75,000 which can be deducted from the royalties on net sales due under the agreement. In addition, SignPath is obligated to pay 20% to 25% of all non-royalty consideration received under sublicensing agreements. SignPath previously had a License Agreement with John Hopkins University that the Company terminated in December 2014. As part of the termination, the Company paid JHU $20,000. On December 12, 2014, the Board of Directors authorized an amendment to Dr. Helson’s employment agreement to provide that: (A) upon successful completion of Phase I trials for anti-Ebola testing in Africa paid for by the United States Army Medical Research Institute of Infectious Diseases (“USAMRIID”), exclusive of the cost of drug products and shipping, Dr. Helson would receive options to purchase 300,000 shares of Common Stock exercisable at then current fair market value and a cash bonus of $75,000, and (B) upon successful completion of Phase I trials in Vienna, Austria for the lead anti-QT prolongation drugs (Moxifloxacin) for liposomes Dr. Helson would receive additional options to purchase 300,000 shares of Common Stock exercisable at then current fair market value and a cash bonus of $75,000. On March 27, 2015, the Board of Directors authorized a bonus to Dr. Helson providing that: upon the closing of financing for $20 million or more with The Westbury Group, or any other financing, Dr. Helson would be awarded a discretionary bonus of up to 100% of his then current salary estimated to be $375,000 per annum. On May 1, 2015 The Company entered into an employment agreement with Mr. Kai Larson and appointed him as Vice President of Corporate Development, Chief Operating Officer, and Secretary. Mr. Larson will have a salary of $200,000 per year, $150,000 of which is deferred until such time that the Company raises an aggregate of $10 million through either debt or equity financing, or licensing revenues. In addition, the Company granted Mr. Larson options to purchase 750,000 shares of common stock as noted in Note 7.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
Subsequent Events	NOTE 9 – SUBSEQUENT EVENTS In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and had no material subsequent events.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. There were no cash equivalents as of September 30, 2015 or December 31, 2014.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had $248,101 and $466,193 of cash balances in excess of federally insured limits at September 30, 2015 and December 31, 2014, respectively.
Fair Value of Financial Instruments	Fair Value of Financial Instruments In accordance with ASC 820, the carrying value of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to the short-term maturity of these instruments. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for cash, accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments.
Research and Development Costs	Research and Development Costs The Company expenses the costs of the development of its pharmaceutical products during the period incurred. The Company incurred research and development expenses of $683,802 and $1,546,500 during the nine months ended September 30, 2015 and 2014, respectively.
Stock-Based Compensation	Stock-Based Compensation The Company follows the provisions of ASC 718 which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company uses the Black-Scholes pricing model for determining the fair value of stock based compensation. Equity instruments issued to non-employees for goods or services are accounted for at fair value and are marked to market until service is complete or a performance commitment date is reached, whichever is earlier.
Related Party Transactions	Related Party Transactions For the period ended September 30, 2015 the Company had an employee payable in the amount of $5,554 related to reimbursable company expenses due to Kai Larson, Vice President of Corporate Development, Chief Operating Officer, and Secretary to the Company. For the period ended September 30, 2015 the Company had a payable due to Dr. Larry Helson related to Medicare coverage for the time he has been employed by the Company. The total amount due is $30,000 to be paid out at a rate of $2,900 per annum.
Income Taxes	Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. In July, 2006, the FASB issued ASC 740, Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a return. ASC 740 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. ASC 740 became effective as of January 1, 2007 and had no impact on the Company’s financial statements. The charge for taxation is based on the results for the year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Basic and Diluted Net income (Loss) per Share	Basic and Diluted Net income (Loss) per Share The Company computes net income (loss) per share in accordance with ASC 260 which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the nine months ended September 30, 2015 and 2014, all of the Company’s potentially dilutive securities (warrants, options, convertible preferred stock) were excluded from the computation of diluted earnings per share as they were anti-dilutive. The total number of potentially dilutive Common Shares that were excluded were 25,685,789 and 20,675,814 at September 30, 2015 and 2014, respectively.

Warrants and Option (Tables)

Warrants and Option (Tables)	9 Months Ended
	Sep. 30, 2015
Warrants And Options
Schedule of Warrants and Option	A summary of the status of the Company’s warrants as of September 30, 2015 and December 31, 2014 are presented below: Number of Warrants Weighted Average Exercise Price Remaining Term (years) Outstanding as of December 31, 2014 12,550,062 1.25 4.60 Granted 2,939,123 1.36 5.63 Cancelled (2,621,851 ) (1.09 ) - Outstanding as of September 30, 2015 12,867,334 $ 1.30 3.96

Description of Business and B17

Description of Business and Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Accounting Policies [Abstract]
Research and development	$ 274,157	$ 799,965	$ 683,802	$ 1,546,500

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Text Block [Abstract]
Revenues
Net loss	$ 477,096	$ 982,790	$ 1,363,242	$ 2,139,679
Accumulated Deficit	$ 14,779,840		$ 14,779,840		$ 13,416,598

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Cash and cash equivalents
Federally insured limit	$ 250,000		$ 250,000
Cash balances in excess of federally insured limits	248,101		248,101		$ 466,193
Research and development expenses	274,157	$ 799,965	$ 683,802	$ 1,546,500
Potentially Anti-dilutive Common Shares			25,685,789	20,675,814
Kai Larson [Member]
Due to officers	5,554		$ 5,554
Dr. Larry Helson [Member]
Due to officers	$ 30,000		30,000
Periodic related party debt amount			$ 2,900

Accrued Liabilities (Details Na

Accrued Liabilities (Details Narrative) - USD ($)	Apr. 07, 2009	Jan. 27, 2009	Sep. 30, 2015
Payables and Accruals [Abstract]
Probable Liquidated Damages		$ 85,738
Percentage of liquidated damages per month	2.00%
Proceeds from damages	$ 1,800,000
Each holder owned price per share			$ 47.32

Preferred Stock (Details Narrat

Preferred Stock (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Preferred Stock Authorized	5,000,000	5,000,000
Preferred stock, par value	$ .10	$ .10
Preferred Stock Issued	11,992	11,992
Preferred Stock Outstanding	11,992	11,992
Convertible Preferred Stock Series A [Member]
Preferred Stock Authorized	5,000	5,000
Preferred stock, par value	$ 0.10	$ 0.10
Preferred Stock Issued	3,256	3,256
Preferred Stock Outstanding	3,256	3,256
Convertible Preferred Stock Series B [Member]
Preferred Stock Authorized	3,000	3,000
Preferred stock, par value	$ 0.10	$ 0.10
Preferred Stock Issued	2,146	2,146
Preferred Stock Outstanding	2,146	2,146
Convertible Preferred Stock Series C [Member]
Preferred Stock Authorized	6,000	6,000
Preferred stock, par value	$ 0.10	$ 0.10
Preferred Stock Issued	5,001	5,001
Preferred Stock Outstanding	5,001	5,001
Convertible Preferred Stock Series D [Member]
Preferred Stock Authorized	6,000	6,000
Preferred stock, par value	$ 0.10	$ 0.10
Preferred Stock Issued	1,589	320
Preferred Stock Outstanding	1,589	320
Sale of stock during period	$ 1,269,076
Sale of stock during period, shares	1,269
Offering costs issued to private placement agents	$ 195,337

Common Stock (Details Narrative

Common Stock (Details Narrative) - USD ($)	Jan. 02, 2015	Sep. 30, 2015	Dec. 31, 2014
Equity [Abstract]
Number of shares granted	40,000
Fair value of price per share	$ 1.25
Stock price per share			$ 0.85
Salaries and wages		$ 16,000

Warrants and Options (Details N

Warrants and Options (Details Naartive) - USD ($)	Sep. 04, 2015	Jul. 29, 2015	May. 02, 2015	Mar. 20, 2015	Jan. 14, 2015	Jan. 02, 2015	Mar. 31, 2015	Feb. 27, 2015	Jan. 30, 2015	Sep. 30, 2015	Mar. 31, 2015	Sep. 30, 2014	Sep. 30, 2015	Jun. 30, 2015
Number of warrants issued during period					2,621,851.22						118,157
Stock price					$ 1.25									$ 1.25
Exercise price					$ 2									$ 2
Maturity years					7 years						7 years
Volatility rate					144.70%						135.75%
Risk free rate					1.62%						1.71%
Gain loss on warrants					$ 29,610
Stock compensation expense										$ 119,842		$ 0
Number of shares granted						40,000
Arthur Bollon [Member]
Stock price				$ 1.25
Exercise price				$ 2
Maturity years				5 years
Volatility rate				188.00%
Risk free rate				1.37%
Number of shares granted				30,000
Jack Levine [Member]
Stock price			$ 1.25	$ 1.25
Exercise price			$ 2	$ 2
Maturity years			10 years	5 years
Volatility rate			105.00%	188.00%
Risk free rate			1.50%	1.37%
Number of shares granted			300,000	30,000
Kai Larson [Member]
Stock price			$ 1.25
Exercise price			$ 2
Maturity years			10 years
Volatility rate			105.00%
Risk free rate			1.50%
Number of shares granted			450,000
James McChesney [Member]
Stock price	$ 1.25
Exercise price	$ 2
Maturity years	5 years
Volatility rate	162.00%
Risk free rate	1.47%
Number of shares granted	25,000
James McChesney [Member] | First Installment [Member]
Number of shares granted	12,500
James McChesney [Member] | Second Installment [Member]
Number of shares granted	12,500
Peter Sordillo [Member]
Stock price	$ 1.25
Exercise price	$ 2
Maturity years	5 years
Volatility rate	162.00%
Risk free rate	1.47%
Number of shares granted	25,000
Exercise Price of $2.00 [Member]
Number of warrants issued during period					40,000
Exercise Price of $1.25 [Member]
Number of warrants issued during period					2,581,851
Minimum [Member]
Stock price					$ 1.25
Maxmimum [Member]
Stock price					$ 2
Class D Warrants [Member]
Number of warrants issued during period		40,480					18,750	75,657	23,750
Stock price		$ 1.25					$ 1.25	$ 1.25	$ 1.25		$ 1.25
Exercise price		$ 3					$ 3	$ 3	$ 3		$ 3
Maturity years		7 years					7 years	7 years	7 years
Volatility rate		168.60%					135.00%	136.00%	137.00%
Risk free rate		2.02%					1.71%	1.82%	1.49%
Placement Agent Warrants [Member]
Number of warrants issued during period													158,635
Stock price										$ 1.25			$ 1.25
Maturity years													7 years
Volatility rate													168.60%
Risk free rate													2.02%
Stock compensation expense													$ 118,157
Placement Agent Warrants [Member] | Minimum [Member]
Exercise price										2			$ 2
Placement Agent Warrants [Member] | Maxmimum [Member]
Exercise price										$ 3			$ 3

Warrants and Options - Schedule

Warrants and Options - Schedule of Warrants and Options (Details) - Warrant [Member]	9 Months Ended
	Sep. 30, 2015$ / sharesshares
Number of Warrants Outstanding, Beginning Balance | shares	12,550,062
Number of Warrants granted | shares	2,939,123
Number of Warrants forfeited or expired | shares	(2,621,851)
Number of Warrants outstanding, Ending Balance | shares	12,867,334
Weighted Average Exercise Price, Warrants Outstanding, Beginning Balance	$ 1.25
Weighted Average Exercise Price, Warrants granted	1.36
Weighted Average Exercise Price, forfeited or expired	(1.09)
Weighted Average Exercise Price, Warrants outstanding, Ending Balance	$ 1.30
Weighted Average Remaining Contractual Terms (Years), Outstanding Beginning	4 years 7 months 6 days
Weighted Average Remaining Contractual Terms (Years), Granted	5 years 7 months 17 days
Weighted Average Remaining Contractual Terms (Years), Outstanding Ending	3 years 11 months 16 days

Commitment and Contingencies (D

Commitment and Contingencies (Details Narrative) - USD ($)	May. 02, 2015	Mar. 27, 2015	Dec. 12, 2014	Sep. 30, 2015	Dec. 31, 2014
Percentage of royalty sales payable				3.00%
Minimum annual royalty				$ 75,000
JHU License Agreement [Member]
Payment agreed to pay for termination					$ 20,000
Dr. Helson's Employment [Member]
Option to purchase of common stock			300,000
Cash bonus			$ 75,000
Authorized bonus amount		$ 20,000,000
Annual salary		$ 375,000
Percentage of discretionary bonus		100.00%
Dr. Helson's Employment [Member] | Additional Stock Options [Member]
Option to purchase of common stock			300,000
Cash bonus			$ 75,000
Employment Agreement With Mr. Kai Larson [Member]
Option to purchase of common stock	750,000
Annual salary	$ 200,000
Deferred salary	150,000
Debt equity finance	$ 10,000,000
Minimum [Member]
Percentage of royalties on net sales				2.50%
Product converted by issuance of patent licensed				$ 250,000,000
Percentage of non-royalty consideration				20.00%
Maxmimum [Member]
Percentage of royalties on net sales				1.50%
Product converted by issuance of patent licensed				$ 250,000,000
Percentage of non-royalty consideration				25.00%