Biostax (BTAX) 10-K 31 Mar 14 2013 FY Annual report Financial data

Document_and_Entity_Informatio

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Mar. 26, 2014	Jun. 28, 2013
Document And Entity Information	'	'	'
Entity Registrant Name	'TNI BIOTECH, INC.	'	'
Entity Central Index Key	'0001559356	'	'
Document Type	'10-K	'	'
Document Period End Date	31-Dec-13	'	'
Amendment Flag	'false	'	'
Current Fiscal Year End Date	'--12-31	'	'
Is Entity a Well-known Seasoned Issuer?	'No	'	'
Is Entity a Voluntary Filer?	'No	'	'
Is Entity's Reporting Status Current?	'Yes	'	'
Entity Filer Category	'Smaller Reporting Company	'	'
Entity Public Float	'	'	$116,526,132
Entity Common Stock, Shares Outstanding	'	116,526,132	'
Document Fiscal Period Focus	'FY	'	'
Document Fiscal Year Focus	'2013	'	'

Balance_Sheets

Balance Sheets (USD $)	Dec. 31, 2013	Dec. 31, 2012
Current Assets:	'	'
Cash and cash equivalents	$406,596	$313,095
Prepaids and Other Current assets	215,900	'
Total current assets	622,496	313,095
Fixed Assets:	'	'
Computer equipment, net of accumulated depreciation of $1,293 and $118 respectively	5,607	944
Intangible Assets:	'	'
Patents and licenses, net of amortization of $4,422,375 and $1,570,114, respectively	18,546,548	18,688,270
Deposits	17,435	24,928
Total assets	19,192,086	19,027,237
Current Liabilities:	'	'
Accounts payable	839,909	286,698
Payable to officer	76,000	76,000
Accrued liabilities	588,271	427,211
Current portion patent liability	118,333	200,000
Notes payable	817,197	432,363
Total current liabilities	2,439,710	1,422,272
Non-current Liabilities:	'	'
Notes payable related party	121,128	121,128
Long-term portion patent liability	'	140,000
Total non-current liabilities	121,128	261,128
Total Liabilities	2,560,838	1,683,400
Stockholders' Equity:	'	'
Common stock - par value $0.001; 500,000,000 shares authorized; 74,161,639 and 45,489,368 shares issued and outstanding respectively	74,160	45,489
Additional paid in capital	308,113,375	196,632,775
Stock issuances due	4,893,499	3,690,960
Prepaid services	-13,447,109	-6,082,771
Accumulated deficit	-283,002,677	-176,942,616
Total stockholders' equity	16,631,248	17,343,837
Total liabilities and stockholders' equity	$19,192,086	$19,027,237

Balance_Sheets_Parenthetical

Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]	'	'
Accumulated depreciation	$1,293	$118
Amortization	$4,422,375	$1,570,114
Common Stock, Par Value	$0.00	$0.00
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares Issued	74,161,639	45,489,368
Common Stock, Shares Outstanding	74,161,639	45,489,368

Statements_of_Operations

Statements of Operations (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Income Statement [Abstract]	'	'
Revenues, net	'	'
Operating expenses:	'	'
Selling, general and administrative	71,104,088	48,558,177
Research and development expense	22,023,951	4,960,169
Depreciation and amortization expense	2,853,436	1,570,232
Impairment of goodwill	'	98,000,000
Total operating expenses	95,981,475	153,088,578
Loss from operations	-95,981,475	-153,088,578
Other expense:	'	'
Interest expense	-1,437,392	-27,003
Foreign Exchange loss	-224	'
Loss on settlement of debt	-8,640,971	-22,105,265
Total other expense	-10,078,587	-22,132,268
Loss from continuing operations	-106,060,062	-175,220,846
Gain from discontinued operations	'	231,356
Net loss	($106,060,062)	($174,989,490)
Loss from continuing operations	($1.85)	($6.85)
Gain from discontinued operations	$0	$0.01
Basic and diluted loss per share	($1.85)	($6.84)
Weighted average number of shares outstanding	57,234,251	25,583,111

Statements_of_Shockholders_Equ

Statements of Shockholders Equity (USD $)	Common Stock	Additional Paid-In Capital	Stock To Be Issued	Prepaid Services	Accumulated Deficit	Total
Beginning Balance, Amount at Dec. 31, 2011	$114	$1,005,603	'	'	($1,953,126)	($947,409)
Beginning Balance, Shares at Dec. 31, 2011	113,644	'	'	'	'	'
Issuance of common stock for services, Shares	6,966,800	'	'	'	'	'
Issuance of common stock for services, Amount	6,967	9,150,053	'	'	'	9,157,020
Issuance of common stock - dividend, Shares	1,182,474	'	'	'	'	'
Issuance of common stock - dividend, Amount	1,182	-1,182	'	'	'	'
Issuance of common stock in exchange for debt, Shares	2,901,450	'	'	'	'	'
Issuance of common stock in exchange for debt, Amount	2,901	22,472,407	'	'	'	22,475,308
Issuance of common stock for Acquisition of TNI BioTech IP including Plotnikoff Patent, Shares	20,250,000	'	'	'	'	'
Issuance of common stock for Acquisition of TNI BioTech IP including Plotnikoff Patent, Amount	20,250	113,985,750	'	'	'	114,006,000
Issuance of common stock for prepaid services, Shares	6,790,000	'	'	'	'	'
Issuance of common stock for prepaid services, Amount	6,790	23,080,460	'	-23,087,250	'	'
Amortization of prepaid services	'	'	'	17,004,479	'	17,004,479
Issuance of common stock for cash, Shares	7,285,000	'	'	'	'	'
Issuance of common stock for cash, Amount	7,285	1,129,215	'	'	'	1,136,500
Issuance of warrants as inducement for sale of common stock	'	25,810,469	'	'	'	25,810,469
Shares to be issued for patents and licenses	'	'	3,687,000	'	'	3,687,000
Shares to be issued for services	'	'	3,960	'	'	3,960
Net loss	'	'	'	'	-174,989,490	-174,989,490
Ending Balance, Amount at Dec. 31, 2012	45,489	196,632,775	3,690,960	-6,082,771	-176,942,616	17,343,837
Ending Balance, Shares at Dec. 31, 2012	45,489,368	'	'	'	'	'
Return of common stock for prepaid services, Shares	-350,000	'	'	'	'	'
Return of common stock for prepaid services, Amount	-350	'	'	'	'	-350
Issuance of common stock in exchange for debt, Shares	1,567,103	'	'	'	'	'
Issuance of common stock in exchange for debt, Amount	1,567	7,455,232	1,252,000	'	'	8,708,799
Issuance of common stock for prepaid services, Shares	20,903,000	'	'	'	'	'
Issuance of common stock for prepaid services, Amount	20,903	82,142,447	'	-82,163,350	'	'
Amortization of prepaid services	'	'	'	74,799,012	'	74,799,012
Issuance of warrants as inducement for sale of common stock	'	10,531,073	'	'	'	10,531,073
Issuance of common stock for Jill Smith/LDN license, Shares	300,000	'	'	'	'	'
Issuance of common stock for Jill Smith/LDN license, Amount	300	2,714,700	-2,715,000	'	'	'
Issuance of common stock for Penn State License, Shares	300,000	'	'	'	'	'
Issuance of common stock for Penn State License, Amount	300	2,549,700	'	'	'	2,550,000
Issuance of common stock issued for charitable donation, Shares	100,000	'	'	'	'	'
Issuance of common stock issued for charitable donation, Amount	100	749,900	'	'	'	750,000
Issuance of common stock for loan expenses and interest, Shares	387,500	'	'	'	'	'
Issuance of common stock for loan expenses and interest, Amount	387	1,230,374	224,800	'	'	1,455,561
Issuance of common stock for cash and exercise of warrants, Shares	5,464,668	'	'	'	'	'
Issuance of common stock for cash and exercise of warrants, Amount	5,464	4,107,174	2,440,739	'	'	6,553,377
Net loss	'	'	'	'	-106,060,062	-106,060,062
Ending Balance, Amount at Dec. 31, 2013	$74,160	$308,113,375	$4,893,499	($13,447,109)	($283,002,677)	$16,631,248
Ending Balance, Shares at Dec. 31, 2013	74,161,639	'	'	'	'	'

Statements_of_Cash_Flows

Statements of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES	'	'
Net loss	($106,060,062)	($174,989,490)
(Gain) loss from discontinued operations	'	-231,356
Loss from continuing operations	-106,060,062	-175,220,846
Adjustments to reconcile loss from continuing operations to net cash flows used in operating activities:	'	'
Depreciation	1,175	118
Amortization	2,852,261	1,570,114
Impairment of goodwill	'	98,000,000
Stock issued for services	'	9,160,980
Amortization of stock issued for prepaid services	74,798,662	17,004,479
Loss on settlement of debt	8,594,633	22,105,265
Stock warrant expense	10,531,073	25,810,469
Stock Issued for donation	750,000	'
Stock issued for loan expenses and interest	1,455,561	'
Changes in operating assets and liabilities:	'	'
Prepaid expenses and deposits	-208,407	-24,928
Accrued liabilities	161,061	452,569
Payable to officer	'	76,000
Accounts payable	553,211	121,314
Net cash used in operating activities from continuing operations	-6,570,832	-944,466
CASH FLOWS FROM INVESTING ACTIVITIES	'	'
Purchase of Penn State License	-160,539	'
Purchase of computer equipment	-5,838	-1,062
Net cash used in investing activities from continuing operations	-166,377	-1,062
CASH FLOWS FROM FINANCING ACTIVITIES	'	'
Proceeds from sale of stock	6,553,377	1,136,500
Proceeds from notes payable	599,000	146,128
Payments made on patent liability	-221,667	-60,000
Repayment of notes payable	-100,000	'
Net cash provided by financing activities from continuing operations	6,830,710	1,222,628
CASH FLOWS FROM DISCONTINUED OPERATIONS	'	'
Net cash provided by operating activities	'	35,983
Increase in cash	93,501	313,083
Cash, beginning of year	313,095	12
Cash, end of year	406,596	313,095
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:	'	'
Cash paid for interest	'	'
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:	'	'
Stock to be issued for patents and licenses	'	3,687,000
Debt assumed for Bihari patent	'	400,000
Accrued liabilities for purchase of Smith LDN patent	2,715,000	165,384
Conversion of debt and accrued interest to common stock	114,166	370,043
Common shares issued for acquisition of TNI Bio Tech IP	'	98,000,000
Common shares issued for Plotnikoff patent license	'	16,006,000
Common shares issued for Penn State license	2,550,000	'
Notes payable settled through issuance of common stock	114,166	'
Stock dividend	'	$1,182

1_Organization_and_Description

1. Organization and Description of Business	12 Months Ended
	Dec. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
1. Organization and Description of Business	'
	TNI BioTech, Inc. (the “Company”) was initially incorporated in Florida on December 2, 1993 as Resorts Club International, Inc. (“Resorts Club”). It was formed to manage and market golf course properties in resort markets throughout the United States. Galliano International Ltd. (“Galliano”) was incorporated in Delaware on June 27, 1998. The Company began trading in November 1999 through the filing of a 15C-211. On November 10, 2004, Galliano merged with Resorts Club International, Inc. Resorts Club was the surviving corporation. On August 10, 2010, Resorts Club changed its name to pH Environmental, Inc. (“pH Environmental”). On February 27, 2012, pH Environmental completed a name change to TNI BioTech, Inc., and on April 24, 2012 pH Environmental executed a share exchange agreement for the acquisition of all of the outstanding shares of TNI BioTech, IP. (“TNI”).
	TNI BioTech is a biopharmaceutical company focused on developing and commercializing therapeutics to treat cancer, HIV/AIDS and autoimmune diseases by combating these chronic and often life-threatening diseases through the activation and rebalancing of the body’s immune system. The Company has been developing active and adoptive forms of immunotherapies through the acquisition of patents, INDs (investigational new drug) and clinical data and all proprietary technical information, know-how, procedures, protocols, methods, prototypes, designs, data and reports, which are not readily available to others through public means, and which are owned, generated or developed through experiments or testing by Dr. Plotnikoff, Professor Shan, Dr. Bernard Bihari, Dr. Ian Zagon, Dr. Jill Smith, Dr. Patricia J. McLaughlin and Moshe Rogosnitzky. The Company currently has offices in Frederick, Maryland, White Plains, New York and Orlando, Florida.
	Going Concern
	The Company has incurred significant net losses since inception and has relied on its ability to fund its operations through private equity financings. Management expects operating losses and negative cash flows to continue at more significant levels in the future. As the Company continues to incur losses, transition to profitability is dependent upon the successful development, approval, and commercialization of its product candidate and the achievement of a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through additional private or public debt or equity offerings, and may seek additional capital through arrangements with strategic partners or from other sources. Based on the Company’s operating plan, existing working capital at December 31, 2013 was not sufficient to meet the cash requirements to fund planned operations through December 31, 2014 without additional sources of cash. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.
	The Company has experienced a net loss from operations of $106,060,062 and has used cash and cash equivalents for operations in the amount of $6,570,832 during the year ended December 31, 2013, resulting in stockholder’s equity of $16,631,248.

2_Summary_of_Significant_Accou

2. Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2013
Accounting Policies [Abstract]	'
2. Summary of Significant Accounting Policies	'
	Basis of Presentation
	The accompanying consolidated financial statements have been prepared in accordance with United States (U.S.) generally accepted accounting principles (U.S. GAAP) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.
	The Company qualifies as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as we do not have more than $1,000,000,000 in annual gross revenue for the year ended December 31, 2013. We are electing to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.
	Use of Estimates
	The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates.
	Cash, Cash Equivalents, and Short-Term Investments
	The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value.
	Concentration of Credit Risk
	Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of a default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. At December 31, 2013, the Company’s uninsured cash balances for those accounts was $156,596.
	Segment and Geographic Information
	Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and does not segment the business for internal reporting or decision making.
	Fair Value of Financial Instruments
	In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, “ Financial Instruments” , the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments.  Cash,  accounts payable, payable to officer, patent liability and net liabilities of discontinued operations are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments.   The carrying value of notes payable and notes payable related party also approximate fair value since they bear market rates of interest and other terms.  None of these instruments are held for trading purposes.
	Property and Equipment
	Property and equipment are stated at cost, less accumulated depreciation. Depreciation is determined on a straight-line basis over the estimated useful lives of the assets, which generally range from three to five years. Maintenance and repairs are charged against expense as incurred. Depreciation expense from continuing operations for the years ended December 31, 2013 and December 31, 2012 was $1,175 and $118, respectively.
	Intangible Assets
	Costs incurred to acquire and/or develop the Company’s product licenses and patents are capitalized and amortized by straight-line methods over estimated useful lives of seven to sixteen years. Intangible assets are stated at the lower of cost or estimated fair market value.  During the years ended December 31, 2013 and December 31, 2012, the Company capitalized $2,710,539 and $20,258,384 respectively, of such costs incurred for the Company’s acquisition of licenses for the patents. (See Note 10).  Amortization expense for the years ended December 31, 2013 and December 31, 2012 was $2,852,261 and $1,570,114, respectively.
	Impairment of Long-Lived Assets
	The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable as prescribed by ASC Topic 360-10-05, “Property, Plant and Equipment.” If the carrying amount of the asset, including any intangible assets associated with that asset, exceeds its estimated undiscounted net cash flow, before interest, the Company will recognize an impairment loss equal to the difference between its carrying amount and its estimated fair value.  No impairment losses were recognized for the years ended December 31, 2013 and 2012.
	Research and Development Costs
	Research and development costs are charged to expense as incurred and are typically comprised of salaries and benefits, pre-clinical studies, clinical trial activities, drug development and manufacturing, fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf and third-party service fees, including clinical research organizations and investigative sites. Costs for certain development activities, such as clinical trials are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided by vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as operating expenses.
	Income Taxes
	The Company follows FASB ASC Topic 740, “Income Taxes” , which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
	The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of December 31, 2013, and December 31, 2012, the Company does not have a liability for unrecognized tax uncertainties.
	The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of December 31, 2013, and December 31, 2012, the Company has not accrued any interest or penalties related to uncertain tax positions.
	Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration
	The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values equaling either the market value of the shares issued or the value of consideration received, whichever is more readily determinable. The majority of the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair market value of the Company’s common stock at the date of the agreement.
	The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 505-50, “Equity-Based Payments to Non-Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete.
	Net Loss per Share
	Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method. Dilutive common stock equivalents are comprised of common stock purchase warrants and options outstanding. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.
	Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common equivalent shares):
		Year Ended December 31,
		2013	2012
	Common Stock Purchase Warrants	7,957,500		7,260,000
	Recent Accounting Standards
	During the year ended December 31, 2013 and through March 31, 2014, there were several new accounting pronouncements issued by the Financial Accounting Standards Board.  Each of these pronouncements, as applicable, has been or will be adopted by the Company.  Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.
	The Company qualifies as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as we do not have more than $1,000,000,000 in annual gross revenue and did not have such amount as of December 31, 2013, our last fiscal year. We are electing to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.
	Goodwill
	The Company’s carrying value of goodwill is the residual of the purchase price over the fair value of the net assets acquired from various acquisitions including the acquisition of TNI BioTech IP, Inc. In accordance with ASC Topic 350, “Goodwill and Other Intangible Assets,” goodwill and intangible assets with indefinite useful lives are not amortized. The Company tests goodwill for impairment at the reporting unit level on an annual basis, as of December 31, or whenever potential impairment triggers occur, such as a significant change in business climate or regulatory changes that would indicate that an impairment may have occurred. Goodwill and indefinite lived intangible assets are required to be tested for impairment at least annually. The Company may use a qualitative test, known as “Step 0” or a two-step quantitative method to determine whether impairment has occurred.
	In 2012, the Company elected to evaluate the goodwill via the two step methodology whereby the first step, used to identify potential impairment, compares the fair value of the reporting unit with its carrying value including goodwill. The fair value of each reporting unit is estimated using a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term growth rate for our business, the useful life over which cash flows will occur and the determination of our weighted cost of capital. If the fair value of a reporting unit is less than the carrying amount, goodwill of the reporting unit is considered impaired and the second test is performed. The second step of the impairment test performed, when required, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment charge is recognized for the amount equal to that excess.
	Based on the tests performed during the year ended December 31, 2012, the Company determined that there was a material impairment of goodwill and recorded an impairment of $98,000,000 (Note 10).

3_Property_and_Equipment

3. Property and Equipment	12 Months Ended
	Dec. 31, 2013
Property, Plant and Equipment [Abstract]	'
3. Property and Equipment	'
		December 31,
		2013				2012
	Property and equipment:
	Computer equipment		$	6,900		$	1,062
	Less accumulated depreciation			(1,293	)		(118	)
	Property and equipment, net		$	5,607		$	944
	The Company utilizes the straight-line method for depreciation, using three to five-year depreciable asset lives. Depreciation expense was not material for all periods presented.

4_Accrued_Liabilities

4. Accrued Liabilities	12 Months Ended
	Dec. 31, 2013
Payables and Accruals [Abstract]	'
4. Accrued Liabilities	'
	Accrued expenses and other liabilities consist of the following:
		December 31,
		2013				2012
	Worldpoints Travel Rewards Card		$	-			$	-242
	Accrued Payroll to Officers			(548,291	)			-355,603
	Accrued Interest - Notes Payable			(39,980	)			(3,288	)
	Payroll Liabilities			-				-62,478
	State Payroll Taxes			-				-5,600
	Total accrued expenses and other liabilities		$	(588,271	)		$	(427,211	)

5_Notes_Payable

5. Notes Payable	12 Months Ended
	Dec. 31, 2013
Debt Disclosure [Abstract]	'
5. Notes Payable	'
	The Company has an outstanding note payable to K-C Operations (an unrelated party) issued on October 15, 2009. The balance as of December 31, 2013 and 2012 was $286,333 and $398,000, respectively. The note matured on October 31, 2010 and accrues interest at a rate of 6% per annum and is convertible to shares of common stock at a rate of $0.20 per share. In 2013, principal and interest aggregating $111,667 was converted to 2,458,333 shares.
	The shares issuable under this note are subject to the requirements of Rule 144 of the Securities Act of 1933.
	The Company has an outstanding note payable to Robert Johnson (former officer and director) issued on September 30, 2006 with a balance as of December 31, 2013 and 2012 of $21,546 and $21,546, respectively. The note matured on September 30, 2007 and is convertible to shares of common stock at a rate of $0.20 per share.  The shares issuable under this note are subject to the requirements of Rule 144 of the Securities Act of 1933.
	The Company has an outstanding note payable to Lexicon (an unrelated party) issued on January 15, 2009.  The note is due upon demand.  The balance as of December 31, 2013 and 2012 was $10,316 and $12,817, respectively.  The note bears an interest rate of 6% per annum and is convertible to shares of common stock at a rate of $0.01 per share. On March 14, 2013, $2,500 of this note was converted to 250,000 shares. The shares issuable under this note are subject to the requirements of Rule 144 of the Securities Act of 1933.
	In 2013, the company issued eight promissory notes totaling $599,000.  At December 31, 2013, $499,000 was outstanding under six of these notes.  The outstanding notes have the following terms and conditions:
	●	Robert J. Dailey, issued March 11, 2013 for $99,000, with a maturity date of March 25, 2013, and bearing an interest rate of 2% annually, an origination fee of 10,000 restricted common stock shares, a penalty of 10,000 restricted common stock shares if not paid by maturity and an additional 10,000 shares every 30 days after maturity if the loan is not satisfied in full.
	●	Robert J. Dailey, issued April 25, 2013 for $100,000, with a maturity date of May 9, 2013, and bearing an interest rate of 2% annually, an origination fee of 10,000 restricted common stock shares, a penalty of 10,000 restricted common stock shares if not paid by maturity and an additional 10,000 shares every 30 days after maturity if the loan is not satisfied in full.
	●	Joel Yanowitz, issued March 11, 2013 for $50,000, with a maturity date of  March 25, 2013, and bearing an interest rate of 2% annually, an origination fee of 5,000 restricted common stock shares, a penalty of 5,000 restricted common stock shares if not paid by maturity and an additional 5,000 shares every 30 days after maturity if the loan is not satisfied in full.
	●	Roger D. Bozarth, issued April 5, 2013 for $100,000, with a maturity date of  April 19, 2013 and bearing an interest rate of 2% annually, an origination fee of 10,000 restricted common stock shares, a penalty of 10,000 restricted common stock shares if not paid by maturity and an additional 10,000 shares every 30 days after maturity if the loan is not satisfied in full.
	●	Christine Dailey, issued August 30, 2013 for $50,000, with a maturity date of October 14, 2013, and bearing an interest rate of 2% annually, a penalty of 15,000 restricted common stock shares if not paid by maturity and an additional 5,000 shares every 30 days after maturity if the loan is not satisfied in full.
	●	First Choice International Company, issued December 23, 2013 for $100,000, with a maturity date of June 23, 2014, and bearing an interest rate of 10% annually, a penalty of 30,000 restricted common shares if not paid by maturity and an additional 10,000 shares every 30 days after maturity if the loan is not satisfied in full.
	As of December 31, 2013, the Company had accrued $39,980 in unpaid interest, and in 2013 issued 387,500 shares with a fair market value of $1,230,761 for origination fees and late repayment penalties under the notes issued in 2013.

6_Capital_StructureCommon_Stoc

6. Capital Structure-Common Stock and Common Stock Purchase Warrants	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
6. Capital Structure-Common Stock and Common Stock Purchase Warrants	'
	Each holder of common stock is entitled to vote on all matters and is entitled to one vote for each share held. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock or any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
	As of December 31, 2013 and December 31, 2012, the Company was authorized to issue 500,000,000 common shares at a par value of $0.001 per share.
	On March 18, 2012, the Company affected a 1 for 1,000 reverse stock split of the Company’s Common Stock, resulting in a reduction of the number of shares outstanding of the Company from approximately 113,644,000 to approximately 113,644.  Persons holding less than 1000 shares of Common Stock received one share of Common Stock.  The rights and privileges of the holders of shares of Common Stock were substantially unaffected by the reverse stock split. All issued and outstanding options, warrants and convertible securities were appropriately adjusted for the reverse stock split automatically on the effective date of the reverse stock split, and have been presented in the financial statements to adjust for the reverse stock split.
	As of December 31, 2013, the Company had 74,161,639 shares of common stock outstanding and 45,489,368 outstanding as of December 31, 2012.
	Stock Warrants
	In 2013, the Company issued 3,786,668 warrants, exercisable into one share of common stock of the Company for each warrant at prices between $1.00 and $15.00 per share.  The warrants expire between January and December 2018.
	The warrants were issued as an additional incentive to purchase our common stock.  Accordingly, an expense was recognized based upon the estimated fair value of the warrants using the Black-Scholes pricing model.  The variables used in the Black-Scholes pricing model during the year ended December 31, 2013 were a weighted average exercise price of $1.93, a discount rate of 63%, an expected life of 5 years, and volatility of 171%. Fair value of $10,531,073 was calculated using the Black-Scholes Model.
	During 2013, the Company also agreed to modify the terms of certain warrants, as follows:
	●	The exercise price of 32 warrants was reduced from a range of $1.00 to $15.00 to a range of $0.50 to $0.75.
	●	The reduction in exercise price applied to 15 shareholders, and affected 4,461,668 shares of common stock.
	●	The total incremental compensation cost resulting from the modifications was $8,334,493.
	Following is a summary of outstanding stock warrants at December 31, 2013 and 2012 and activity during the years then ended:
			Number of Shares		Exercise Price		Weighted Average Price
	Warrants as of December 31, 2011			-	$	-	$	-
	Issued in 2012			7,260,000	$	1.00 – 1.50	$	1.02
	Expired			-	$	-	$	-
	Exercised			-	$	-	$	-
	Warrants as of December 31, 2012			7,260,000	$	1.00-1.50	$	1.02
	Issued in 2013			5,159,168	$	1.00 – 15.00	$	1.77
	Expired			-	$	-	$	-
	Exercised			4,461,668	$	0.50-0.75	$	0.55
	Warrants as of December 31, 2013			7,957,500	$	1.00 – 15.00	$	1.77
	Summary of outstanding warrants as of December 31, 2013:
	Expiration Date		Number of Shares		Exercise Price		Remaining Life (years)
	2013			-		-		-
	2014			-		-		-
	2015			-		-		-
	2016			-		-		-
	Sep-17			500,000	$	1.00-1.50		3.8
	Oct-17			2,700,000	$	1		3.8
	Nov-17			1,241,666	$	1.00 – 1.50		3.9
	Jan-18			125,000	$	15		4.1
	Feb-18			1,750	$	15		4.2
	Mar-18			750	$	15		4.3
	May-18			370,834	$	3.00-15.00		4.4
	Jul-18			525,000	$	1.00-5.00		4.5
	Aug-18			605,000	$	1.50-5.00		4.6
	Sep-18			221,250	$	1.5		4.7
	Oct-18			1,001,250	$	1.5		4.8
	November  2018			168,000	$	1.5		4.9
	December  2018			497,000	$	1.5		4.9

7_Stock_Compensation

7. Stock Compensation	12 Months Ended
	Dec. 31, 2013
Equity [Abstract]	'
7. Stock Compensation	'
	Founders’ Shares and Shares Issued for Services
	During the years ended December 31, 2013 and 2012, the Company issued common stock of 20,903,000 and 6,790,000 respectively for consulting fees.  The Company valued these shares based upon the fair market value of the common stock at the dates of the agreements.  The consulting fees are amortized over the contract periods which are typically between 12 and 24 months.   The amortization of prepaid services totaled $74,799,012 and $17,004,479 for the years ended December 31, 2013 and 2012.

8_Income_Taxes_Results_of_Oper

8. Income Taxes - Results of Operations	12 Months Ended
	Dec. 31, 2013
Income Tax Disclosure [Abstract]	'
8. Income Taxes - Results of Operations	'
	There was no income tax expense reflected in the results of operations for the years ended December 31, 2013 and 2012 because the Company incurred a net loss in both years.
	Deferred tax assets reflect the net income tax effect of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income taxes.
		2013			2012
	Net operating losses	$	35,160,000		$	33,885,000
	Stock based compensation		29,019,000			-
	Amortization and depreciation		970,000			-
	Capitalization of start-up costs for tax purposes		1,854,000			-
	Loss on debt converrsion  of debt		2,938,000			-
	Total deferred tax assets		69,941,000			33,885,000
	Valuation allowance		(69,941,000	)		(33,885,000	)
	Total deferred tax assets, net	$	-		$	-
	The Company has recognized no tax benefit for the losses generated for the periods through December 31, 2012. ASC Topic 740 requires that a valuation allowance be provided if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company’s ability to realize the benefit of its deferred tax asset will depend on the generation of future taxable income. Because the Company has yet to recognize revenue, we believe that the full valuation allowance should be provided.
	Our effective tax rate for fiscal years 2013 and 2012 was 0%. Our tax rate can be affected by recurring items, such as tax rates in foreign jurisdictions and the relative amount of income we earn in jurisdictions. It may also be affected by discrete items that may occur in any given year, but are not consistent from year to year.
	As of December 31, 2013, we have estimated federal and state income tax net operating loss (“NOL”) carry-forwards of $103,413,000, which will expire in 2031-2032.
		2013						2012
		Amount			Percent			Amount			Percent
	Benefits for income tax at federal statutory rate	$	36,060,000			34	%	$	59,500,000			34	%
	Change in valuation allowance		(36,056,000	)		(34	)	$	(26,180,000	)		(15	)
	Permanent differences		(4,000	)		-
	Non-deductible impairment of goodwill					-			(33,320,000	)		(19	)
		$	-			-		$	-			-	%

9_Discontinued_Operations

9. Discontinued Operations	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
9. Discontinued Operations	'
	There were no results from discontinued operations in 2013.  In April 2012, TNI BioTech, Inc. divested itself of certain assets and liabilities related to its previous activities in the hospitality business (“Resorts Club”) by transferring them to Resorts Club International Corporation Georgia.  Accordingly, the operations of that business have been reflected as discontinued operations in the financial statements.
	The result of this transfer was a Gain from Discontinued Operations of $231,356 in 2012. This transfer is not expected to affect the cash flow of the remaining operations.
	The financial statements in the table below reflect the results of Resorts Club as a discontinued operation for all periods presented.
	The net sales and earnings of discontinued operations were as follows:
		Twelve Months Ended December 31
		2013		2012
	Net Sales	$	0	$	0
	Earnings before Income Taxes		0		231,356
	Income Taxes		0		0
	Net Earnings from Discontinued Operations		0		231,356
	There were no assets or liabilities for discontinued operations at December 31, 2013 or 2012.
	Cash flows from operating and investing activities of discontinued operations for the years ended December 31, 2013 and 2012 were $0 and $35,983, respectively.

10_Lincenses_and_Supply_Agreem

10. Lincenses and Supply Agreements	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
10. Lincenses and Supply Agreements	'
	Patent and Subsidiary Acquisition
	The Company entered into a share exchange agreement on April 24, 2012 to acquire all of the outstanding shares of TNI BioTech IP, Inc., (“TNI IP”) a biotechnology firm incorporated in Florida formed to acquire patents related to the treatment of cancer and HIV/AIDS and autoimmune diseases, using Met-enkephalin (“MENK”) and Naltraxone (“LDN”). The goal of TNI IP’s management is to enable mankind and civilization to combat fatal diseases by activating and mobilizing the body’s own immune system using TNI IP’s patented use of Met-enkephalin (referred to herein as MENK).
	The first patents acquired by TNI IP were acquired from Dr. Nicholas P. Plotnikoff and Professor Fengping Shan in 2012.  Dr. Plotnikoff and Dr. Shan have been specializing in research activities directed toward the study of cytokines, which are hormones naturally produced by the immune system. The primary cytokine, among many others currently being studied by TNI IP, is MENK.  The Company is focused on the treatment of cancer, HIV/AIDS and other infectious diseases through the use of our lead compounds.
	The Company entered into a Sale of Technology Agreement with Dr. Nicholas P. Plotnikoff on March 4, 2012, wherein Dr. Plotnikoff agreed to transfer and assign all of his rights, title and interest in: European Patent United Kingdom, Germany, France, Ireland EP 1401471 BI Methods for inducing sustained immune response; Russian Patent Russian Federation patent number 2313364; The Patent Office of the People’s Republic of China, Application No.: 200810165784.8 China Patent CN1015113407 A The Patent Office of the People’s Republic of China ISSN: 1006-2858 CN 21-1349/R; Patent Agencies Government of India Patent, Application number 1627/KOLNP/2003 number 220265 an Enkephalin Peptide Composition; and the US Patent Pending, US Patent Application 10/146.999 e. The Company received all the production formulations and technology designs from Dr. Plotnikoff necessary for the manufacturing, formulation, production and protocols of the MENK treatment of cancer and HIV/AIDS. As consideration for entering into the Sale of Technology Agreement, Dr. Plotnikoff received 8,000,000 shares of common stock, a royalty of a single-digit percentage on all sales of MENK and was granted the position of Non-Executive Chairman of the Board of Directors.
	TNI IP changed its name from TNI BioTech, Inc. to TNI BioTech IP, Inc. on April 23, 2012.  TNI BioTech IP, Inc. is the wholly-owned subsidiary of the Company. TNI IP was acquired in exchange for 20,250,000 shares of the Company’s common stock, of which 8,000,000 shares were issued to Dr. Plotnikoff for TNI IP’s acquisition of the patent and the remaining 12,250,000 shares were issued to the founders of TNI IP in exchange for all of their right, title and interest in their TNI IP shares. The goodwill arising on the acquisition of TNI BioTech IP, Inc. was valued at $98,000,000 and license agreements arising from the acquisition of TNI BioTech IP, Inc. were valued at $16,006,000.
	At the time of the acquisition, the valuation of goodwill and other intangible assets were determined using the fair market price for the Company’s common stock, which were exchanged for shares of TNI BioTech IP, Inc.  In the fourth quarter of 2012, the Company performed an annual valuation to determine whether any goodwill or intangible assets that had been acquired by the Company were impaired. The result of this valuation was that material impairments were identified. The Company recognized an impairment of the goodwill arising on the acquisition of TNI BioTech IP, Inc. of $98,000,000.
	Patent License Agreements
	On August 13, 2012, the Company signed an exclusive License Agreement with Ms. Jacqueline Young for the intellectual property developed by Dr. Bernard Bihari relating to treatments with opioid antagonists such as naltrexone and Met-enkephalin for a variety of diseases and conditions including malignant lymphoma, chronic lymphocytic leukemia, Hodgkin’s lymphoma, and non-Hodgkin’s lymphoma, chronic herpes virus infections, chronic herpes viral infections such as chronic genital herpes caused by the herpes simplex virus Type 2 and chronic infections due to the Epstein-Barr virus and a treatment method for humans infected with HTLV-III (AIDS) virus, including patients clinically diagnosed as suffering from AIDS and those suffering from AIDS-related complex (ARC).  The Bihari patents were acquired in exchange for 540,000 shares of the Company’s common stock with a fair market value of $972,000 and assumed liabilities of $400,000, which is payable to Ms. Young over a twenty-four month period in equal installments to reimburse her for the costs of a New York City office in accordance with the patent license agreement.  The patent liability at December 31, 2013 totaled $118,333. The cost of the patent totaled $1,372,000.  Additionally, the Company will pay the licensor a royalty payment of 1% of gross MENK sales and provide the licensor a position as non-executive chairman of the Company. The License Agreement is valid for the life of the patents and expires on a country by country basis in each country where patent rights exist, upon the expiration of the last to expire patent in each country or in the event the patent in such country is held to be invalid and/or unenforceable (by a court or government body of competent jurisdiction) or admitted to be invalid or unenforceable. Additionally, TNI can cancel the License Agreement upon 120 days’ written notice and shall pay all royalties and fees that have accrued under the Agreement. TNI has the exclusive rights to the intellectual property however, Licensor retains a right to practice the Licensed Patents solely for noncommercial, academic research purposes.
	On December 24, 2012, the Company signed an agreement for the acquisition of patent rights for the intellectual property of Dr. Jill Smith and LDN Research Group, LLC (the “Patent License Agreement”), whose members are Dr. Ian S. Zagon, Dr. Patricia J. McLaughlin and Moshe Rogosnitzky and orphan drug designation by the FDA to a novel late-stage drug, trademarked “LDN,” for the treatment of Pediatric Crohn’s disease. The patent covers methods and formulations for treatment of the inflammatory and ulcerative diseases of the bowel, using naltrexone in low doses as an opioid antagonist. These patents were acquired in exchange for 300,000 shares of the Company’s common stock with a fair market value of $2,715,000 and payment of $165,384 (consisting of a $100,000 initial license fee and payment of $65,384 of expenses), which totaled $2,880,384.  The Company is also required to pay an annual license fee of $100,000 and a minimum annual royalty of $100,000.  The Company has an exclusive, worldwide license to make, have made, use, lease, import, offer for sale and sell Licensed Products and to use the method under the patent rights. The agreement will terminate on the expiration or abandonment of the last patent to expire or ten years after the sale of the first licensed product. The Company may terminate the agreement upon 90 days’ written notice, provided all sublicenses are terminated and all amounts due and owing are paid to the licensor parties. The licensor parties may terminate the agreement ten days' after notice to the Company if the Company is ten days late in payment or there is a breach that remains uncured for ten days after written notice of such breach.
	In partial consideration of the Patent License Agreement, the Company agreed to pay to the members the applicable milestone payments listed below after substantial achievement of each milestone event is achieved by the Company, its Affiliates or Sublicensees.
	A.	Upon initiation of each Phase III trial, the Company will pay $350,000.
	B.	Upon positive completion of each Phase III clinical trial of the therapeutic use of an LDN compound in the Field of Use, the Company will pay $150,000.
	C.	When an NDA is accepted for review by the FDA, the Company will pay $250,000.
	D.	When FDA approval to market the NDA is approved, the Company will pay $750,000.
	E.	Upon the first dosing of the first patient in a Phase III clinical trial for each Licensed Product, the Company will pay 250,000 shares of the Company’s common stock.
	F.	Upon the first sale of each Licensed Product, the Company will issue 400,000 shares of the Company’s common stock.
	G.	Upon the achievement of $20 Million in cumulative sales for each licensed product covered by NDAs, the Company will issue 500,000 shares of the Company’s common stock.
	The Company must pay an annual license fee in the low six-figure range and mid single digit percentage royalties on the net sales of each licensed product with an annual minimum royalty payment in the low six-figure range. The Company will pay a sublicense fee between 10-20% calculated on the payments the Company receives from any such sublicense.
	As part of the Patent License Agreement, the Company has the right to apply to the Food and Drug Administration (FDA) for the transfer of the orphan drug status, the investigational new drug applications (INDs), and the right to acquire the relevant clinical data set from Dr. Smith. The FDA has designated orphan drug status for the use of low dose naltrexone in the treatment of pediatric patients with Crohn’s disease and ulcerative colitis.
	The Patent License Agreement calls for the formation of a Development Committee to monitor the clinical progress of the Licensed Products and will consist of independent scientific and technical leaders who are highly regarded by the scientific community in the Field of Use of each Licensed Product. The development committee consists of at least one representative from the Licensor Parties and one representative from the Company in addition to outside experts in the field.
	Naltrexone in low dose is a platform immunomodulatory technology that the Company expects to clinically test in the treatment of other immune-mediated or immune-deficient diseases for which it has previously acquired additional patents.
	The Company signed an exclusive licensing agreement with The Penn State Research Foundation on January 18, 2013 to license all of the intellectual property developed by Dr. Ian S. Zagon, Dr. Patricia J. McLaughlin and Dr. Jill P. Smith for the treatment of cancer titled “Opioid Growth Factor and Cancer” and “Combination Therapy with Opioid Growth Factor and Taxanes for the Treatment of Cancer” (the “Licensing Agreement”).
	The patent covers methods and formulations related to the treatment and prevention of different cancers. More specifically, the present inventions describe the use of drugs that interact with opioid receptors (naltrexone, naloxone and the pentapeptide growth factor Met-enkephalin) to inhibit and arrest the growth of cancer.
	As part of the Licensing Agreement, TNI BioTech is working to acquire the orphan drug designation (IND) and clinical data set from Dr. Jill Smith.
	The Licensing Agreement calls for TNI BioTech to: (a) use commercially reasonable efforts to develop, commercialize, market and sell Licensed Products in a manner consistent with the Business Plan; (b) expend a minimum of $110,000 (per annum) to develop and commercialize Licensed Products as soon as practicable, consistent with sound business practices and judgment; (c) be responsible for obtaining all requisite regulatory approvals needed to use or sell Licensed Products in the Field of Use; and (d) make the first commercial sale of a Licensed Product by December 31, 2016.   The Company is in compliance with these requirements.
	The Licensing Agreement provides that the Company must make an initial license fee of $100,000 and the issuance of 300,000 shares and an annual license maintenance fee in the low ten thousand dollar amount range. The Company will also make payments to licensor upon the achievement of certain milestone events such as initiations of Phase II or Phase III clinical trials in a low hundred thousand dollar amount, acceptance of the NDA by the FDA in a low hundred thousand amount and FDA approvals in a high hundred thousand dollar amount. The Company will issue shares upon reaching certain milestones including the issuance of a mid ten thousand amount of shares upon the first dosing of patients in clinical trials, the issuances of a low hundred thousand number of shares upon the initial sale of a licensed product and a milestone fee of a low hundred thousand share amount upon reaching sales of $20 million in cumulative sales. If the Company achieves all of the milestones, a total of $1,350,000 will be paid in milestone payments.
	The Company will also pay the licensor a percentage of net sales in the mid single digit range of the licensed products each quarter subject to a minimum royalty payment in the low hundred thousand dollar range. The Company must also pay the licensor a low double digit percentage of any payments received from any sublicenses.
	The Licensing Agreement calls for the formation of a Development Committee to monitor the clinical progress of the Licensed Products, which will consist of independent scientific and technical leaders who are highly regarded by the scientific community in the Field of Use of each Licensed Product.
	The Licensing Agreement terminates on the expiration or abandonment of the last patent to expire or become abandoned. The Company may terminate the Licensing Agreement at any time upon 60 days’ prior written notice and ceasing to make and sell all licensed products, the termination of all sublicenses and payment of all monies owed under the Licensing Agreement. The licensor may terminate the agreement 30 days after notice to the Company if the Company is 30 days late in payment or a breach that remains uncured for 45 days after written notice of such breach.
	On March 15, 2013 the Company executed a Patent License Agreement with Professor Fengping Shan.  The Company obtained exclusive rights to develop and commercialize the licensed technology.  The licensed technology is the intellectual property developed and owned by Professor Shan (i) relating to the treatment of a variety of diseases and conditions with MENK including multiple forms of lymphoma and cancer and (ii) a treatment method for humans infected with the HLTV-III (AIDS) virus including AIDS and AIDS related complex (ARC).  The licensed technology includes the methods and formulations for these treatments including but not limited to all INDs, communications with regulatory agencies, patient data, and letters relating to these treatments.  The licensed technology also includes the following patents: 200710158742.7 MENK, its application is in treating leukemia and other blood cancers; No. 200710051586.4 MENK, its application is in preparation of human and animal vaccines;   No. 200610046249.1, a nasal spray formulation containing MENK; No. 201210290150.1 LDN, combined with MENK, its application is in preparation of an anticancer drug (Pending); No. 201210302259.2 LDN, combined with MENK, its application is in preparation of leukophoresis for anticancer (Pending); No. 200810229085.5 Compound MENK as a drug for colon cancer and pancreatic cancer; No. o. 200910011030.1, Naltrexone as well as analougues being anticancer drug. Under this license, the Company must issue 500,000 shares to Prof. Shan upon final transfer of the licenses, and reimburse Prof. Shan for all out of pocket expenses in connection with the patents in mid five figure range. The Company will pay Prof. Shan a mid single digit percentage running royalty of gross sales subject to decreases if third party intellectual property is needed to complete such sale or product but in no event less than a high percentage of a low single digit percentage and a low single digit percentage of all sublicense revenue. This agreement shall last for the duration of each of the licensed patents however the Company may terminate the license agreement on 120 days' written notice to Professor Shan.

11_Commitments_and_Contingenci

11. Commitments and Contingencies	12 Months Ended
	Dec. 31, 2013
Commitments and Contingencies Disclosure [Abstract]	'
11. Commitments and Contingencies	'
	Malawi Treatment Facilities
	On July 14, 2012, GB Oncology and Imaging Group LTD (“GBOIG”) in partnership with TNI BIOTECH signed a letter of intent agreement to collaborate with the Government of Malawi to assist in expanding the treatment of cancer, HIV/AIDS and other infectious diseases.
	The Company and GB will work in connection with the government of Malawi to open and operate clinics that provide treatments for HIV/AIDS, cancer and other infectious diseases. GBOIG and TNI BIOTECH expect to have the oncology and infectious disease clinic fully operational within 12 months of the signing of the Agreement, and hope to begin treatment for HIV patients within 180 days. Under the letter of intent, TNI BIOTECH and GBOIG will begin by providing HIV/AIDS treatment to 25,000 patients and hopefully expanding to 500,000 within 24 months.  The Company shall contribute $1,000 in initial capital to the venture.  The Company shall be allocated 50% of the net income from the venture.  Either party may terminate the venture with 180 days’ notice to the other party prior to the one-year anniversary of the Agreement.  After the one-year anniversary, the agreement may only be terminated with 180 days' notice to the other party if the other party has breached the Agreement.
	GB Oncology and Imaging Group LTD., a subsidiary of GB Energie LLC is a Washington D.C. based minority woman-owned business managed by Dr. Gloria B. Herndon. Dr. Herndon is also a director of TNI BioTech, Inc.
	Open an Oncology and Infectious Disease Center in Malawi at Queen Elizabeth Central Hospital
	On September 25, 2012, GB Oncology and Imaging Group LTD (“GBOIG”), in partnership with the Company, signed an agreement with the Government of Malawi to open an outpatient clinic at Queen Elizabeth Central Hospital (in Malawi) for the treatment of cancer and infectious disease.  The duration of the Agreement shall be for 25 years with an optional 10 year renewal to be indicated by the Government of Malawi at least three years prior to the expiration of the term.  The Government of Malawi shall bear the upfront costs for the agreement of not less than $2,500,000.
	Distribution Agreements in Nigeria
	Effective November 9, 2012, TNI BioTech, Inc., signed an exclusive Distribution Agreement with G-Ex Technologies/St. Maris Pharma and GB Pharma Holdings, LLC for the Federal Republic of Nigeria. Under the terms of the Distribution Agreement, G-Ex Technologies/St. Maris Pharma and GB Pharma Holdings LLC will have exclusive marketing and distribution rights to IRT-103 LDN and IRT-104 LDN cream in Nigeria until the end of the term of the agreement on December 31, 2017. TNI BIOTECH will be responsible for the manufacture and supply of IRT-103 LDN and IRT-104 LDN cream. As part of the Distribution Agreement, G-Ex Technologies/St. Maris Pharma will provide TNI BIOTECH with a revolving letter of credit for the minimum purchase of 750,000 doses monthly of IRT-103 LDN or IRT-104 LDN cream priced at $1.00 per dose.   There are no upfront fees.
	The Distribution Agreement calls for G-Ex Technologies/St. Maris Pharma and GB Pharma Holdings, LLC to purchase a minimum of 15,000,000 doses monthly within 24 months to maintain the exclusivity of the Agreement. Once G-Ex Technologies/St. Maris Pharma and GB Pharma Holdings, LLC reach sales of 1,000,000 doses per day, TNI BIOTECH has agreed to joint venture a factory in the Federal Republic of Nigeria to meet local demands.
	G-Ex Technologies/St. Maris Pharma is a consortium of companies organized under the laws of the Republic of Nigeria operated by management, a consultant, general pharmaceutical, clinical pharmacy and marketing executives, each with over 25 years of industry experience and well versed in the changing dynamics of the prescription and over-the-counter drug international marketplace. G-Ex Technologies/St. Maris Pharma has been actively supported by medical practice professionals in business and academia who have been involved in the management of related drug therapies for many years.
	The parties have been unable to perform under the agreement because a certificate of free sale was not obtained by the Company until November of 2013, and no extension has been granted.
	In October 2013, the Company announced the signing of a distribution agreement with AHAR Pharma, a Nigerian company, to market Lodonal™™, in Nigeria for the treatment of autoimmune diseases and cancer.  AHAR intends to distribute Lodonal™™ through a local distributor network, an Internet client base and directly to hospitals, pharmacists and doctors in Nigeria. The Company expects to implement the agreement in 2014, and expects to treat up to 500,000 patients per day by March 2015.  Under the agreement, the Company is obligated to provide delivery of an initial supply of between 1 million and 1.5 million doses of Lodonal™ product to cover AHAR Pharma’s first-year purchase commitment.
	Strategic Framework Agreement with Hubei Qianjiang Pharmaceutical Company
	In February 2013, the Company signed a Strategic Framework Agreement for Cooperation with the Hubei Qianjiang Pharmaceutical Company. Under the Strategic Framework Agreement, the parties will work together to further the development of new products and conduct research and development on TNI’s licensed patented technology. Specifically, the parties aim to co-invest to develop and market products focusing on HIV, cancer and related autoimmune system therapies, develop co-ventured manufacturing facilities in China, and develop co-ventured distribution of the developed products in China and Africa.  The agreement does not have a definitive term, as each new agreement resulting from the cooperation will set forth the material terms, including, but not limited to, fees, duration and termination therein.
	Supervision and Inspection of Manufacturing in Nicaragua
	On April 23, 2013, the Company signed a Contract with ViPharma for the Supervision and Inspection of Manufacturing Processes as part of its negotiations for a contract for the manufacturing of LDN in a tablet, capsule and/or cream. The Contract sets out the terms and conditions under which ViPharma will carry out the services of inspecting and supervising the manufacturing and packaging processes of LDN and ensure compliance with the FDA’s good manufacturing practices and the Company’s specifications. ViPharma will carry out its obligations in whatever Latin American country the Company ultimately decides to manufacture LDN within. Under the Contract, ViPharma has the exclusive rights to supervise and inspect all manufacturing processes of LDN in Latin America. The Contract began on April 23, 2013 and has a duration of 10 years, with automatic renewal every 5 years thereafter unless either party is in breach of the contract or either party terminates the agreement, without cause, with 90-days’ written notice. In the event of a breach by either party, the non-breaching party must give notice to the breaching party and the breaching party has a 45-day period to cure.
	Operating Leases
	The Company leases office space in White Plains, New York, Frederick, Maryland, and Orlando, Florida.  Rental expense for the years ended December 31, 2013 and 2012 was $89,390 and $10,303, respectively.

12_Related_Party_Transactions

12. Related Party Transactions	12 Months Ended
	Dec. 31, 2013
Related Party Transactions [Abstract]	'
12. Related Party Transactions	'
	In 2012, Webfoot, Inc. provided financing to the Company  in the amount of $121,128. Webfoot, Inc. is owned by the son of Noreen Griffin. On February 21, 2013, the Company entered into a formal loan agreement to evidence the amount owed by the Company.  At December 31, 2013, $121,128 was owing under the agreement.  The loan bears interest at an annual rate of 6%.  The interest is repayable at maturity. The note matures on February 21, 2015.
	In 2012, Noreen Griffin made payments totaling $30,000 on the Company's behalf covering the costs of incorporation and merger-related expenses.  On February 13, 2013, the Company entered into a formal loan agreement to evidence repayment of the amount owed on December 31, 2012.  At December 31, 2013, the Company owed Ms. Griffin $30,000 under the agreement.  The loan bears interest at an annual rate of 6%. The note matures on February 13, 2015. The interest is repayable at maturity.
	In 2012, Griffin Enterprises, Inc. made payments on the Company's behalf covering the cost of incorporation and merger-related expenses.  Griffin Enterprises, Inc. is wholly owned by Noreen Griffin.  At December 31, 2013, the company owed Griffin Enterprises, Inc. $46,000.  On February 13, 2013, the Company entered into a formal loan agreement to evidence repayment of the amount owed on December 31, 2012.  The loan bears interest at an annual rate of 6%. The note matures on February 13, 2015. The interest is repayable at maturity.
	On January 3, 2013, the Company formalized the terms under which Kelly O’Brien Wilson, the daughter-in-law of the Company's Chief Executive Officer is employed. Ms. Wilson had been working with the Company in 2012 and her three-year employment agreement is effective as of December 1, 2012.  The terms of the agreement define her base salary, a grant of a common stock, and health insurance coverage.  Ms. Wilson was issued 500,000 shares of common stock of the Company in January 2014.  During the year ended December 31, 2013, the Company paid compensation to Ms. Wilson totaling $81,144.
	On March 15, 2013 the Company executed a Patent License Agreement with Professor Fengping Shan.  The Company obtained exclusive rights to develop and commercialize the licensed technology.  The licensed technology is the intellectual property developed and owned by Professor Shan (i) relating to the treatment of a variety of diseases and conditions with MENK including multiple forms of lymphoma and cancer and (ii) a treatment method for humans infected with the HLTV-III (AIDS) virus including AIDS and AIDS related complex (ARC).  The licensed technology includes the methods and formulations for these treatments including but not limited to all INDs, communications with regulatory agencies, patient data, and letters relating to these treatments.  The licensed technology also includes the following patents: 200710158742.7 MENK, its application is in treating leukemia and other blood cancers; No. 200710051586.4 MENK, its application is in preparation of human and animal vaccines;   No. 200610046249.1, a nasal spray formulation containing MENK; No. 201210290150.1 LDN, combined with MENK, its application is in preparation of an anticancer drug (Pending); No. 201210302259.2 LDN, combined with MENK, its application is in preparation of leukophoresis for anticancer (Pending); No. 200810229085.5 Compound MENK as a drug for colon cancer and pancreatic cancer; No. o. 200910011030.1, Naltrexone as well as analougues being anticancer drug. This agreement shall last for the duration of each of the licensed patents however the Company may terminate the license agreement on 120 days' written notice to Professor Shan.

2_Summary_of_Significant_Accou1

2. Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2013
Summary Of Significant Accounting Policies Policies	'
Basis of Presentation	'
	The accompanying consolidated financial statements have been prepared in accordance with United States (U.S.) generally accepted accounting principles (U.S. GAAP) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.
	The Company qualifies as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as we do not have more than $1,000,000,000 in annual gross revenue for the year ended December 31, 2013. We are electing to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.
Use of Estimates	'
	The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates.
Cash, Cash Equivalents, and Short-Term Investments	'
	The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value.
Concentration of Credit Risk	'
	Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of a default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. At December 31, 2013, the Company’s uninsured cash balances for those accounts was $156,596.
Segment and Geographic Information	'
	Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and does not segment the business for internal reporting or decision making.
Fair Value of Financial Instruments	'
	In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, “ Financial Instruments” , the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments.  Cash,  accounts payable, payable to officer, patent liability and net liabilities of discontinued operations are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments.   The carrying value of notes payable and notes payable related party also approximate fair value since they bear market rates of interest and other terms.  None of these instruments are held for trading purposes.
Property and Equipment	'
	Property and equipment are stated at cost, less accumulated depreciation. Depreciation is determined on a straight-line basis over the estimated useful lives of the assets, which generally range from three to five years. Maintenance and repairs are charged against expense as incurred. Depreciation expense from continuing operations for the years ended December 31, 2013 and December 31, 2012 was $1,175 and $118, respectively.
Intangible Assets	'
	Costs incurred to acquire and/or develop the Company’s product licenses and patents are capitalized and amortized by straight-line methods over estimated useful lives of seven to sixteen years. Intangible assets are stated at the lower of cost or estimated fair market value.  During the years ended December 31, 2013 and December 31, 2012, the Company capitalized $2,710,539 and $20,258,384 respectively, of such costs incurred for the Company’s acquisition of licenses for the patents. (See Note 10).  Amortization expense for the years ended December 31, 2013 and December 31, 2012 was $2,852,261 and $1,570,114, respectively.
Impairment of Long-Lived Assets	'
	The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable as prescribed by ASC Topic 360-10-05, “Property, Plant and Equipment.” If the carrying amount of the asset, including any intangible assets associated with that asset, exceeds its estimated undiscounted net cash flow, before interest, the Company will recognize an impairment loss equal to the difference between its carrying amount and its estimated fair value.  No impairment losses were recognized for the years ended December 31, 2013 and 2012.
Research and Development Costs	'
	Research and development costs are charged to expense as incurred and are typically comprised of salaries and benefits, pre-clinical studies, clinical trial activities, drug development and manufacturing, fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf and third-party service fees, including clinical research organizations and investigative sites. Costs for certain development activities, such as clinical trials are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided by vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as operating expenses.
Income Taxes	'
	The Company follows FASB ASC Topic 740, “Income Taxes” , which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
	The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of December 31, 2013, and December 31, 2012, the Company does not have a liability for unrecognized tax uncertainties.
	The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of December 31, 2013, and December 31, 2012, the Company has not accrued any interest or penalties related to uncertain tax positions.
Share-Based Compensation and Issuance of Stock for Non-Cash Consideration	'
	The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values equaling either the market value of the shares issued or the value of consideration received, whichever is more readily determinable. The majority of the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair market value of the Company’s common stock at the date of the agreement.
	The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 505-50, “Equity-Based Payments to Non-Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete.
Net Loss per Share	'
	Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method. Dilutive common stock equivalents are comprised of common stock purchase warrants and options outstanding. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.
	Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common equivalent shares):
		Year Ended December 31,
		2013	2012
	Common Stock Purchase Warrants	7,957,500		7,260,000
Recent Accounting Standards	'
	During the year ended December 31, 2013 and through March 31, 2014, there were several new accounting pronouncements issued by the Financial Accounting Standards Board.  Each of these pronouncements, as applicable, has been or will be adopted by the Company.  Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.
	The Company qualifies as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as we do not have more than $1,000,000,000 in annual gross revenue and did not have such amount as of December 31, 2013, our last fiscal year. We are electing to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.
Goodwill	'
	The Company’s carrying value of goodwill is the residual of the purchase price over the fair value of the net assets acquired from various acquisitions including the acquisition of TNI BioTech IP, Inc. In accordance with ASC Topic 350, “Goodwill and Other Intangible Assets,” goodwill and intangible assets with indefinite useful lives are not amortized. The Company tests goodwill for impairment at the reporting unit level on an annual basis, as of December 31, or whenever potential impairment triggers occur, such as a significant change in business climate or regulatory changes that would indicate that an impairment may have occurred. Goodwill and indefinite lived intangible assets are required to be tested for impairment at least annually. The Company may use a qualitative test, known as “Step 0” or a two-step quantitative method to determine whether impairment has occurred.
	In 2012, the Company elected to evaluate the goodwill via the two step methodology whereby the first step, used to identify potential impairment, compares the fair value of the reporting unit with its carrying value including goodwill. The fair value of each reporting unit is estimated using a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term growth rate for our business, the useful life over which cash flows will occur and the determination of our weighted cost of capital. If the fair value of a reporting unit is less than the carrying amount, goodwill of the reporting unit is considered impaired and the second test is performed. The second step of the impairment test performed, when required, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment charge is recognized for the amount equal to that excess.
	Based on the tests performed during the year ended December 31, 2012, the Company determined that there was a material impairment of goodwill and recorded an impairment of $98,000,000 (Note 10).

2_Summary_of_Significant_Accou2

2. Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2013
Summary Of Significant Accounting Policies Tables	'
Schedule of net loss per share	'
		Year Ended December 31,
		2013	2012
	Common Stock Purchase Warrants	7,957,500		7,260,000

3_Property_and_Equipment_Table

3. Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2013
Property And Equipment Tables	'
Schedule of property and equipment	'
		December 31,
		2013				2012
	Property and equipment:
	Computer equipment		$	6,900		$	1,062
	Less accumulated depreciation			(1,293	)		(118	)
	Property and equipment, net		$	5,607		$	944

4_Accrued_Liabilities_Tables

4. Accrued Liabilities (Tables)	12 Months Ended
	Dec. 31, 2013
Accrued Liabilities Tables	'
Schedule of accrued liabilities	'
		December 31,
		2013				2012
	Worldpoints Travel Rewards Card		$	-			$	-242
	Accrued Payroll to Officers			(548,291	)			-355,603
	Accrued Interest - Notes Payable			(39,980	)			(3,288	)
	Payroll Liabilities			-				-62,478
	State Payroll Taxes			-				-5,600
	Total accrued expenses and other liabilities		$	(588,271	)		$	(427,211	)

6_Capital_StructureCommon_Stoc1

6. Capital Structure-Common Stock and Common Stock Purchase Warrants (Tables)	12 Months Ended
	Dec. 31, 2013
Capital Structure-Common Stock And Common Stock Purchase Warrants Tables	'
Schedule of outstanding stock warrants	'
		Number of Shares		Exercise Price		Weighted Average Price
	Warrants as of December 31, 2011		-	$	-	$	-
	Issued in 2012		7,260,000	$	1.00 – 1.50	$	1.02
	Expired		-	$	-	$	-
	Exercised		-	$	-	$	-
	Warrants as of December 31, 2012		7,260,000	$	1.00-1.50	$	1.02
	Issued in 2013		5,159,168	$	1.00 – 15.00	$	1.77
	Expired		-	$	-	$	-
	Exercised		4,461,668	$	0.50-0.75	$	0.55
	Warrants as of December 31, 2013		7,957,500	$	1.00 – 15.00	$	1.77
Summary of outstanding warrants	'
	Expiration Date	Number of Shares		Exercise Price		Remaining Life (years)
	2013		-		-		-
	2014		-		-		-
	2015		-		-		-
	2016		-		-		-
	Sep-17		500,000	$	1.00-1.50		3.8
	Oct-17		2,700,000	$	1		3.8
	Nov-17		1,241,666	$	1.00 – 1.50		3.9
	Jan-18		125,000	$	15		4.1
	Feb-18		1,750	$	15		4.2
	Mar-18		750	$	15		4.3
	May-18		370,834	$	3.00-15.00		4.4
	Jul-18		525,000	$	1.00-5.00		4.5
	Aug-18		605,000	$	1.50-5.00		4.6
	Sep-18		221,250	$	1.5		4.7
	Oct-18		1,001,250	$	1.5		4.8
	November  2018		168,000	$	1.5		4.9
	December  2018		497,000	$	1.5		4.9

8_Income_Taxes_Results_of_Oper1

8. Income Taxes - Results of Operations (Tables)	12 Months Ended
	Dec. 31, 2013
Income Taxes - Results Of Operations Tables	'
Schedule of deferred tax assets	'
		2013			2012
	Net operating losses	$	35,160,000		$	33,885,000
	Stock based compensation		29,019,000			-
	Amortization and depreciation		970,000			-
	Capitalization of start-up costs for tax purposes		1,854,000			-
	Loss on debt converrsion  of debt		2,938,000			-
	Total deferred tax assets		69,941,000			33,885,000
	Valuation allowance		(69,941,000	)		(33,885,000	)
	Total deferred tax assets, net	$	-		$	-
Schedule of income taxes	'
		2013						2012
		Amount			Percent			Amount			Percent
	Benefits for income tax at federal statutory rate	$	36,060,000			34	%	$	59,500,000			34	%
	Change in valuation allowance		(36,056,000	)		(34	)	$	(26,180,000	)		(15	)
	Permanent differences		(4,000	)		-
	Non-deductible impairment of goodwill					-			(33,320,000	)		(19	)
		$	-			-		$	-			-	%

9_Discontinued_Operations_Tabl

9. Discontinued Operations (Tables)	12 Months Ended
	Dec. 31, 2013
Discontinued Operations Tables	'
Schedule of discontinued operations	'
		Twelve Months Ended December 31
		2013		2012
	Net Sales	$	0	$	0
	Earnings before Income Taxes		0		231,356
	Income Taxes		0		0
	Net Earnings from Discontinued Operations		0		231,356

2_Summary_of_Significant_Accou3

2. Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Summary Of Significant Accounting Policies Tables	'	'
Common Stock Purchase Warrants	7,957,500	7,260,000

3_Property_and_Equipment_Detai

3. Property and Equipment (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Property And Equipment Details	'	'
Computer Equipment	$6,900	$1,062
Accumulated depreciation	-1,293	-118
Property and equipment, net	$5,607	$944

4_Accrued_Liabilities_Details

4. Accrued Liabilities (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Accrued Liabilities Details	'	'
Worldpoints Travel Rewards Card	'	($242)
Accrued Payroll to Officers	-548,291	-355,603
Accrued Interest - Notes Payable	-39,980	-3,288
Payroll Liabilities	'	-62,478
State Payroll Taxes	'	-5,600
Total accrued expenses and other liabilities	($588,271)	($427,211)

6_Capital_StructureCommon_Stoc2

6. Capital Structure-Common Stock and Common Stock Purchase Warrants (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Number of Warrants	'	'
Beginning Balance	7,260,000	'
Issued	5,159,168	7,260,000
Exercised	4,461,668	'
Ending Balance	7,957,500	7,260,000
Warrants Price Per Share	'	'
Beginning Balance	'1.00 B 1.50	'
Issued	'	'1.00 B 1.50
Exercised	'0.50 - 0.75	'
Ending Balance	'1.00 B 15.00	'1.00 B 1.50
Weighted Average Exercise Price	'	'
Beginning Balance	$1.02	'
Issued	$1.77	$1.02
Exercised	0.55	'
Ending Balance	$1.77	$1.02

6_Capital_StructureCommon_Stoc3

6. Capital Structure-Common Stock and Common Stock Purchase Warrants (Details 1)	Dec. 31, 2013	Dec. 31, 2012
Number of Shares	7,957,500	7,260,000
Sep-17	'	'
Number of Shares	500,000	'
Exercise Price	'1.00-1.50	'
Remaining Life (years)	'3 years 9 months 18 days	'
Oct-17	'	'
Number of Shares	2,700,000	'
Exercise Price	'1	'
Remaining Life (years)	'3 years 9 months 18 days	'
Nov-17	'	'
Number of Shares	1,241,666	'
Exercise Price	'1.00-1.50	'
Remaining Life (years)	'3 years 1024 days	'
Jan-18	'	'
Number of Shares	125,000	'
Exercise Price	'15.00	'
Remaining Life (years)	'4 years 1 month 6 days	'
Feb-18	'	'
Number of Shares	1,750	'
Exercise Price	'15.00	'
Remaining Life (years)	'4 years 2 months 12 days	'
Mar-18	'	'
Number of Shares	750	'
Exercise Price	'15.00	'
Remaining Life (years)	'4 years 3 months 18 days	'
May-18	'	'
Number of Shares	370,834	'
Exercise Price	'3.00-15.00	'
Remaining Life (years)	'4 years 4 months 12 days	'
Jul-18	'	'
Number of Shares	525,000	'
Exercise Price	'1.00-5.00	'
Remaining Life (years)	'4 years 6 months	'

8_Income_Taxes_Results_of_Oper2

8. Income Taxes - Results of Operations (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Income Taxes - Results Of Operations Details	'	'
Net operating losses	$35,160,000	$33,885,000
Stock based compensation	29,019,000	'
Amortization and depreciation	970,000	'
Capitalization of start-up costs for tax purposes	1,854,000	'
Loss on debt converrsion of debt	2,938,000	'
Total deferred tax assets	69,941,000	33,885,000
Valuation allowance	-69,941,000	-33,885,000
Total deferred tax assets	'	'

8_Income_Taxes_Results_of_Oper3

8. Income Taxes - Results of Operations (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Income Taxes - Results Of Operations Details 1	'	'
Benefits for income tax at federal statutory rate	$36,060,000	$59,500,000
Change in valuation allowance	-36,056,000	-26,180,000
Permanent differences	-4,000	0
Non-deductible impairment of goodwill	$0	($33,320,000)

9_Discontinued_Operations_Deta

9. Discontinued Operations (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Discontinued Operations Details	'	'
Net Sales	$0	$0
Earnings before Income Taxes	0	231,356
Income Taxes	0	0
Net Earnings from Discontinued Operations	$0	$231,356

9_Discontinued_Operations_Deta1

9. Discontinued Operations (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Discontinued Operations Details Narrative	'	'
Cash flows from operating and investing activities of discontinued operations	$0	$35,983