Medisun Precision Medicine (MPME) 10-Q 16 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 15, 2017
Document And Entity Information
Entity Registrant Name	MEDISUN PRECISION MEDICINE LTD.
Entity Central Index Key	1,562,107
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	Yes
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		64,418,954
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,017

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Current Assets
Cash and cash equivalents	$ 4,642	$ 1,336,937
Total current assets	4,642	1,336,937
Prepaid Assets	47,328	260,086
Intangible assets	0	1,025,393
Fixed Assets, net	102,108	123,445
Total assets	154,078	2,745,861
CURRENT LIABILITIES
Accounts payable and other accruals	0	39,784
Convertible notes - current, net of unamortized debt discount	0	498,820
Total current liabilities	0	538,604
Total liabilities	0	538,604
STOCKHOLDERS' EQUITY
Convertible preferred stock Authorized 2,000,000 shares at par value of $0.0001 and with a stated value of $1,000 Issued and outstanding 1,625 shares as of March 31, 2017 and 1,625 shares as of December 31, 2016	0	0
Common stock, authorized 100,000,000 shares at par value of $ 0.0001 each issued and outstanding 49,398,954 shares as of June 30, 2017 and 9,198,954 shares as of December 31, 2016.	4,940	920
Additional paid-in capital	15,624,466	14,172,486
Accumulated deficit	(15,475,328)	(11,966,149)
Total stockholders' equity	154,078	2,207,256
Total liabilities and stockholders' equity	$ 154,078	$ 2,745,861

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Convertible Preferred stock
Convertible Preferred Stock Shares Authorized	2,000,000	2,000,000
Convertible Preferred Stock Stated Value	$ 1,000	$ 1,000
Convertible Preferred Stock Par Value	$ 0.0001	$ 0.0001
Convertible Preferred Stock Issued	1,625	1,625
Convertible Preferred Stock Outstanding	1,625	1,625
Common Stock
Common Stock Shares Authorized	100,000,000	20,000,000
Common Stock Shares Par Value	$ 0.0001	$ 0.0001
Common Stock Shares Issued	49,398,954	9,198,954
Common Stock Shares Outstanding	49,398,954	9,198,954

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Income Statement [Abstract]
Revenue	$ 0	$ 0	$ 0	$ 0
Operating Expenses
Depreciation and Amortization Expense	27,180	10,668	56,682	21,337
Research & Development	560,000	253,214	999,930	417,020
General and Administrative	64,709	159,199	209,934	300,733
Total Operating Expenses	651,889	423,081	1,266,545	739,090
Loss from Operations	(651,889)	(423,081)	(1,266,545)	(739,090)
Interest Income (Expense)	(1,903)	(34,702)	(37,661)	(59,975)
Gain from Extinguishment of Debt	0	0	185,076	0
Impairment Loss	(1,400,000)	0	(1,400,000)	0
Loss on Asset Disposal	(990,048)	0	(990,048)	0
Loss before provisions for income taxes	(3,043,841)	(457,783)	(3,509,179)	(799,065)
Provision for income taxes	0	0	0	0
Net Loss	$ (3,043,841)	$ (457,783)	$ (3,509,179)	$ (799,065)
Loss per common share - basic and fully diluted:	$ (0.12)	$ (0.05)	$ (0.20)	$ (0.10)
Weighted average number of basic and fully diluted common shares outstanding	25,353,020	8,730,816	17,450,065	8,342,368

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operations:
Loss from continuing operations	$ (3,043,841)	$ (457,783)	$ (3,509,179)	$ (799,065)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and Amortization			56,682	21,337
Amortization of non-cash expenses			245,529	527,560
Amortization of discount on convertible notes			36,256	46,095
Gain on debt extinguishment	0	0	(185,076)	0
Loss on Asset Disposal	990,048	0	990,048	0
Impairment Loss	1,400,000	0	1,400,000	0
Changes in operating assets and liabilities:
Accounts payable and other accruals			(19,785)	36,552
Prepaid assets			23,230	0
Net cash used in operations			(962,295)	(167,522)
Investment activities:
Redemption of marketable securities			0	200,038
Net cash used in investment activities			0	200,038
Financing activities:
Repayment of convertible note			(370,000)	0
Net cash provided by financing activities			(370,000)	0
Net (decrease) / increase in cash			(1,332,295)	32,516
Cash, beginning of period			1,336,937	1,811,871
Cash, end of period	$ 4,642	$ 1,844,388	4,642	1,844,388
Non-cash investing and financing activities:
Debt settlement			$ 200,000	$ 0

1 - INTERIM FINANCIAL STATEMENT

1 - INTERIM FINANCIAL STATEMENTS	6 Months Ended
	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
1 - INTERIM FINANCIAL STATEMENTS	1 - INTERIM FINANCIAL STATEMENTS The accompanying interim financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2017, 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 interim financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2016 audited financial statements. The results of operations for the period ended June 30, 2017 are not necessarily indicative of the operating results for the full year.

2 - GOING CONCERN

2 - GOING CONCERN	6 Months Ended
	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
2 - GOING CONCERN	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. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. 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 management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. 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.

3 - SIGNIFICANT ACCOUNTING POLI

3 - SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
3 - SIGNIFICANT ACCOUNTING POLICIES	3 – SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. Cash and Cash Equivalents Cash equivalents comprise of certain highly liquid instruments with a maturity of three months or less when purchased.

4 - PREPAID ASSETS

4 - PREPAID ASSETS	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
4 - PREPAID ASSETS	4 – PREPAID ASSETS On February 18, 2015, the Company entered into a consulting agreement (“Agreement”) with the Capital Communications Group (“Consultant”) under which the Consultant assists the Company in its efforts to gain greater recognition and awareness among relevant investors in the public capital markets on a non-exclusive basis. In connection with the Agreement, the Company issued a four-year Warrant (“Warrant”) to the Consultant under which the Consultant is entitled to purchase from the Company up to 200,000 shares of the Company’s Common Stock (“Warrant Shares”) at an exercise price of $0.50 per Share (“Exercise Price”). The Warrant is exercisable, in whole or in part, during the term commencing on the issuance date of the Warrant on February 18, 2015 and ending on February 18, 2019 (the “Exercise Period”). The 200,000 Warrant Shares are valued at $527,500 based on the Black-Scholes formula and are amortized on a straight-line basis over the 24-month term of the Agreement.

5 - INTANGIBLE ASSETS

5 - INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
5 - INTANGIBLE ASSETS	5 – INTANGIBLE ASSETS On August 11, 2015 (“Effective Date”), the Company entered into an exclusive license agreement (“ACL License”) with Accelerating Combination Therapies LLC (“ACL”) in regards to the exclusive licensing of the issued U.S. Patent No. 8,895,597 B2 Combination of Local Temozolomide with Local BCNU On April 18, 2017 (“Effective Date”), the Company entered into a license agreement pursuant to which Medisun Holdings Limited (“Medisun”) granted the Company a non-exclusive license (including access to Medisun’s clinical network facilities in the Greater China) (“License”) to use Medisun’s NK (Natural Killer) cell technology for a term of 10 years (the “Term”) in the United States and the Greater China (People’s Republic of China, Hong Kong, the Macau Special Administrative Region and Taiwan). Medisun has developed its NK cell technology for the treatment of cancer. The NK cell technology is currently clinically used to treat cancer patients at Medisun’s network clinical facilities. As consideration for the License, the Company issued to Medisun 10,000,000 shares of the Company’s Common Stock and as a result Medisun became a majority shareholder representing approximately 51.6% of the issued and outstanding shares of Common Stock of the Company as of the Effective Date. The 10,000,000 shares of common stock are valued at $0.14 per share, equal to the publicly traded share price on the Effective Date. The value of the share issuance was capitalized in the amount of $1,4000,000 and immediately fully recorded as an impairment loss due the Company’s history of negative cash flow and significant uncertainty whether the Company will be able to generate positive cash flow with the License. On June 6, 2017 (“Effective Date”), the Company entered into a license agreement pursuant to which Medisun Holdings Limited (“Medisun”) granted the Company a non-exclusive license (“License”) to use Medisun’s NK (Natural Killer) cell technology in the rest of the world (i.e. other than the Greater China and the United States, which were the licensed regions in the First License Agreement between the Company and Medisun, dated on April 18, 2017) from the date of License until the termination of the First License Agreement (“Term”). As consideration for the License, the Company issued to Medisun 30,000,000 shares of the Company’s Common Stock. Since the Company and Medisun are under common control and due to the non-exclusive nature of the License, therefore there was no change in control over the licensed NK cell technology in the rest of the world and no transferred book value was recorded.

6 - FIXED ASSETS

6 - FIXED ASSETS	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
6 - FIXED ASSETS	6 – FIXED ASSETS The Company purchased equipment supporting the development of its prototype device which are capitalized in the amount of $102,108 as fixed assets on the Company’s balance sheet. The equipment is amortized on a straight-line basis over 5 years.

7 - CONVERTIBLE NOTES

7 - CONVERTIBLE NOTES	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
7 - CONVERTIBLE NOTES	7- CONVERTIBLE NOTES On July 25, 2013, the Company entered into a secured convertible note (“Note”) under which the Company received $350,000 from the convertible note holder (“Holder”) and is obligated to pay to the Holder the full principal amount after 36 months from the date of the Note, plus an interest at the rate of 10.0% per year payable at the end of each year from the date of the Note. The Note was extended for 12 months on July 25, 2016. The Holder has the right to convert the Note, in whole or in part, into shares of common stock of the Company (“Common Stock”) at a fixed rate of $0.50 per share (the “Conversion Price”) at any time. The Company may prepay the Note in whole or in part at any time for cash. The Company prepaid the Note in whole on January 24, 2017. The Note agreement was filed on August 14, 2013 as an exhibit to Form 10-Q for the three months ended June 30, 2013. On July 15, 2014, the Company entered into a secured convertible note (“Note”) under which the Company received $20,000 from the convertible note holder (“Holder”) and is obligated to pay to the Holder the full principal amount after 36 months from the date of the Note. The Holder has the right to convert the Note, in whole or in part, into shares of common stock of the Company (“Common Stock”) at a "Variable Conversion Price" of 50% multiplied by the Market Price (representing a discount rate of 50%). “Market Price” means the average of the Closing Trading Prices for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The Company may prepay the Note in whole or in part at any time for cash on 15 business days’ prior written notice, subject to the right of the Holder to convert into shares of Common Stock of the Company prior to any prepayment. The Company prepaid the Note in whole on May 12, 2017. On January 12, 2015, the Company and the Lim Development Group (“Consultant”) entered into a consulting agreement (“Agreement”). Under the Agreement, the Company also issued a promissory note (“Note”) in the amount of $200,000 and at an interest rate of 5.00% per annum to the Consultant. The Note was fully assumed by CNMRGS Inc. under the sublicense agreement that the Company entered with CNMRGS Inc. on January 31, 2017. A full description of the sublicense agreement was filed as exhibit 10.21 to the Form 8-K as of February 3, 2017.

8 - CONVERTIBLE PREFERRED STOCK

8 - CONVERTIBLE PREFERRED STOCK	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
8 - CONVERTIBLE PREFERRED STOCK	8 – CONVERTIBLE PREFERRED STOCK On June 22, 2015, the Company closed a private placement of 2,250 shares of the Company's convertible preferred stock for gross proceeds to the Company of $2,250,000 and net proceeds of $1,993,500. The convertible preferred stock is convertible into shares of common stock of the Company at a conversion price of $1.25 per share. The Preferred Stock has no dividend rights or liquidation preference. If dividends are declared on the Common Stock, the holders of the Preferred Stock shall be entitled to participate in such dividends on an as-converted-to-common stock basis. The Company recorded a beneficial conversion feature of $1,980,000 based on the fair value of the common stock and the conversion rate as of the date of the offering. This amount was recorded as a deemed distribution during the period of the offering.

9 - WARRANTS

9 - WARRANTS	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
9 - WARRANTS	9 - WARRANTS In connection with the private placement of 2,250 shares of the Company's convertible preferred stock on June 22, 2015, the Company issued to the investors warrants to purchase up to 1,800,000 shares of common stock. The warrants have an exercise price of $1.50 per share and are exercisable for 4 years. The Company also issued an aggregate of 162,000 warrants that were similar to the warrants issued to investors and are exercisable at $1.50 per share for 4 years, to its placement agent and its designees. The following is a summary of the status of all of the Company’s stock warrants as of June 30, 2017 and changes during the periods ended on that date: Number of Warrants Weighted-Average Exercise Price Outstanding at January 1, 2017 2,162,000 $ 1.41 Granted - $ 0.00 Exercised - $ 0.00 Cancelled - $ 0.00 Outstanding at June 30, 2017 2,162,000 $ 1.41 Warrants exercisable at June 30, 2017 2,162,000 $ 1.41

10 - FORM S-1 REGISTRATION STAT

10 - FORM S-1 REGISTRATION STATEMENT	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
10 - FORM S-1 REGISTRATION STATEMENT	10 - FORM S-1 REGISTRATION STATEMENT On July 6, 2015, the Company filed a Form S-1 registration statement that relates to the offer and resale of up to 3,762,000 shares of the Company’s common stock, par value $0.0001 per share, by the selling stockholders (“Selling Stockholders”) listed in the Form S-1 registration statement (“Selling Stockholders”), issuable to such stockholders upon the conversion of shares of the Company’s preferred stock or exercise of an aggregate of 1,800,000 warrants which the Company sold to investors in a private placement, or exercise of an aggregate of 162,000 warrants which the Company issued to its placement agent. In that private placement the Company sold an aggregate of 2,250 shares of its Series A convertible preferred stock, par value $0.0001 per share (“Preferred Stock”) for gross proceeds to the Company of $2,250,000. Each share of the Preferred Stock is convertible into 800 shares of the Company’s common stock (“Common Stock”) which results in an effective conversion price of $1.25 per share. The Preferred Stock has no dividend rights or liquidation preference. If dividends are declared on the Common Stock, the holders of the Preferred Stock shall be entitled to participate in such dividends on an as-converted-to-common stock basis. In addition, in the private placement the Company issued to the investors warrants (“Investor Warrants”) to purchase up to 1,800,000 shares of Common Stock. The Warrants have an exercise price of $1.50 per share and are exercisable through June 21, 2019. The shares of the Company’s common stock issuable on exercise of the Investor Warrants are registered under the Company’s Form S-1. H.C. Wainwright & Co., LLC (“Placement Agent”) acted as the exclusive placement agent for the placement of the Company’s Preferred Stock and Investor Warrants. The Placement Agent purchased securities in the offering on the same terms and conditions as the other investors. In addition, the Placement Agent and its designees received an aggregate of 162,000 warrants to purchase the Company’s common stock at a price of $1.50 per share through June 21, 2019 (“Agent Warrants”). The shares underlying the Agent Warrants are registered under the Company’s Form S-1. The Company will not receive any proceeds from the sale of shares sold by the Selling Stockholders or from the conversion of Preferred Stock. However, the Company will receive proceeds of $1.50 per share upon the exercise of any Investor Warrants or Agent Warrants. The Company’s Form S-1 registration statement became effective on August 10, 2015. On August 11, 2015, the Selling Stockholders converted an aggregate of 375 convertible preferred stock into 300,000 shares of common stock that were issued by the Company to the Selling Stockholders. On September 1, 2015, the Placement Agent converted an aggregate of 250 convertible preferred stock into 200,000 shares of common stock that were issued by the Company to the Placement Agent.

11 - SUBSEQUENT EVENTS

11 - SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2017
Subsequent Events [Abstract]
11 - SUBSEQUENT EVENTS	11 - SUBSEQUENT EVENTS On July 7, 2017, the Company entered into a patent assignment agreement (“Patent Assignment Agreement”) pursuant to which Zhengda Gene Life Science Shares Limited (“Zhengda”) assigned and transferred to the Company certain patent rights (“Patent Rights”) applied for registration in the State Intellectual Property Office of the People’s Republic of China (patent application number: 201610218242) in relation to the isolation and culture method for primary mice or rat skeletal muscle cells. A description of the Patent Rights is attached as Appendix A of Exhibit 10.1 to the Form 8-K filed on July 10, 2017. The Term of the Patent Assignment Agreement extends from the Effective Date until expiration of the Patent Rights. As consideration for the patent assignment, the Company issued to Zhengda 15,000,000 shares of the Company’s Common Stock. On July 24, 2017, the Company entered into a share purchase agreement (“SPA”) with Sun Medical Operation Company Limited (“Sun Medical”), under which the Company acquired the entire issued share capital of New Sonic Global Limited (“New Sonic”) from Sun Medical. Sun Medical is the sole registered and beneficial owner of all of the shares of New Sonic. Previously, Sun Medical entered into a cooperation agreement (“Cooperation Agreement”) with LDG Labor Deutschland (“LDG”) dated December 6, 2016, which has a supplemental agreement entered into between the Sun Medical and LDG dated April 12, 2017 (together with the Cooperation Agreement, collectively, the “Master Agreement”). Immediately before the signing of the SPA with the Company, the rights and obligations of Sun Medical under the Master Agreement was transferred to New Sonic in accordance with the Master Agreement by a transfer notice (“Transfer Notice”) given by Sun Medical to LDG. New Sonic was incorporated in the British Virgin Islands on May 15, 2017 and has had no operations except for the Master Agreement as its only asset. As consideration for the acquisition of New Sonic, the Company issued to Sun Medical 15,000,000 new shares of the Company’s Common Stock. A Form of the SPA and the Certificate of Incorporation of New Sonic were attached as Exhibit 10.1 and 10.2 to the Form 8-K filed on July 25, 2017. On August 9, 2017, the Company entered into a settlement agreement (“Settlement”) with Zhengda Gene Life Science Shares Limited (“Zhengda”) under which the Patent Assignment Agreement, dated July 7, 2017, between the Company and Zhengda was terminated. Pursuant to the Settlement, the Company assigned and transferred the Patent Rights back to Zhengda, while Zhengda returned the 15,000,000 Consideration Shares back to the Company. The Form of the Settlement was attached as Exhibit 10.1 to the Form 8-K filed on August 11, 2017. On August 10, 2017, the Company executed Articles of Amendment of the Articles of Incorporation with the Registrar of Corporations of the Marshall Islands effecting an increase in the number of authorized shares of Common Stock to 200,000,000 shares.

3 - SIGNIFICANT ACCOUNTING PO17

3 - SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2017
Significant Accounting Policies Policies
Use of Estimates	Use of Estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from these estimates.
Recent Accounting Pronouncements	Recent Accounting Pronouncements On June 10, 2014, the FASB issued ASU 2014-10, Elimination of Certain Financial Reporting Requirements, including Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The content resulting from the issuance of ASU 2014-10 eliminates inception-to-date presentation and other disclosure requirements in ASC Topic 915 for entities previously considered development stage entities. Early adoption is permitted, and the Company has elected to make an early adoption of ASU 2014-10. The Company's management has evaluated all other recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased.

9 - WARRANTS (Tables)

9 - WARRANTS (Tables)	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
Warrants	Number of Warrants Weighted-Average Exercise Price Outstanding at January 1, 2017 2,162,000 $ 1.41 Granted - $ 0.00 Exercised - $ 0.00 Cancelled - $ 0.00 Outstanding at June 30, 2017 2,162,000 $ 1.41 Warrants exercisable at June 30, 2017 2,162,000 $ 1.41

4 - PREPAID ASSETS (Details Nar

4 - PREPAID ASSETS (Details Narrative)	Feb. 18, 2015USD ($)$ / sharesshares
Warrants Issued Through Consulting Agreement with Capital Communications Group
Warrants issued to Capital Communications Group | shares	200,000
Exercise price of warrants issued to Capital Communications Group | $ / shares	$ 0.50
Term of warrants issued to Captial Communications Group	24 months
Value of warrants issued to Capital Communications Group | $	$ 527,500

5 - INTANGIBLE ASSETS (Details

5 - INTANGIBLE ASSETS (Details Narrative) - USD ($)	Jun. 06, 2017	Apr. 18, 2017	Aug. 11, 2015
ACL Exclusive License Agreement
Shares to be issued for ACL license fee			1,000,000
Value of shares to be issued for ACL license fee, per share			$ 1.13
Capitalized value of shares to be issued for ACL license fee			$ 1,130,000
Amortization period of capitalized value			15 years
Medisun Holdings Limited License Agreement
Stock issued in license agreement, shares	30,000,000	10,000,000
Value of common stock issued in license agreement, per share		$ 0.14
Share issuance from license agreement, capitalized amount		$ 1,400,000

6 - FIXED ASSETS (Details Narra

6 - FIXED ASSETS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Notes to Financial Statements
Estimated patent life of prototype	5 years
Fixed Assets, net	$ 102,108	$ 123,445

7 - CONVERTIBLE NOTES (Details

7 - CONVERTIBLE NOTES (Details Narrative) - USD ($)	Jul. 15, 2014	Jul. 25, 2013	Jan. 12, 2015
Debt Disclosure [Abstract]
Convertible note issued	$ 20,000	$ 350,000	$ 200,000
Period of convertible note	36 months	36 months
Interest rate of convertible debenture, per annum	5.00%	10.00%	5.00%
Debt conversion to common stock rate		$ .50
Prior written notice to prepay note in cash subject to conversion, business days	15 days
Debt conversion to common stock rate, as percent of market price	50.00%
Days prior to conversion for calculating market price	10 days

8 - CONVERTIBLE PREFERRED STO23

8 - CONVERTIBLE PREFERRED STOCK (Details Narrative)	Jun. 22, 2015USD ($)$ / sharesshares
Notes to Financial Statements
Convertible preferred stock shares issued for cash, amount | shares	2,250
Convertible preferred stock shares issued for cash, value	$ 2,250,000
Net Proceeds from sale of convertible preferred stock	$ 1,993,500
Preferred share convertible to amount of common shares | shares	800
Convertible preferred stock convertible to common stock, conversion price per share | $ / shares	$ 1.25
Beneficial converstion value of convertible preferred shares	$ 1,980,000

9 - WARRANTS (Details)

9 - WARRANTS (Details) - $ / shares	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Outstanding
Number of Warrant Shares, instant	2,162,000	2,162,000
Weighted Average Exercise Price, instant	$ 1.41	$ 1.41
Granted
Number of Warrant Shares, duration	0
Weighted Average Exercise Price, duration	$ 0
Exercised
Number of Warrant Shares, duration	0
Weighted Average Exercise Price, duration	$ 0
Cancelled
Number of Warrant Shares, duration	0
Weighted Average Exercise Price, duration	$ 0
Exercisable
Number of Warrant Shares, instant	2,162,000
Weighted Average Exercise Price, instant	$ 1.41

9 - WARRANTS (Details Narrative

9 - WARRANTS (Details Narrative)	Jun. 22, 2015$ / sharesshares
Notes to Financial Statements
Preferred stock issued	2,250
Warrants issued with convertible preferred shares	1,800,000
Warrants issued to placement agents of convertible preferred shares	162,000
Exercise price of stock purchase warrants, duration | $ / shares	$ 1.50
Term of stock purchase warrants after conversion	4 years

10 - FORM S-1 REGISTRATION ST26

10 - FORM S-1 REGISTRATION STATEMENT (Details Narrative) - shares	Sep. 01, 2015	Aug. 11, 2015	Jul. 06, 2015
Notes to Financial Statements
Shares of common stock included in registration statement			3,762,000
Convertible preferred shares converted to common shares	250	375
Preferred shares conversion resulted in issuance of common shares, amount	200,000	300,000

11 - SUBSEQUENT EVENTS (Details

11 - SUBSEQUENT EVENTS (Details Narrative) - shares	Aug. 10, 2017	Aug. 09, 2017	Jul. 24, 2017	Jul. 07, 2017	Jun. 30, 2017	Dec. 31, 2016
Subsequent Events [Abstract]
Shares of common stock issued for patent assignment				15,000,000
Shares of common stock returned for patent assignment termination		15,000,000
Shares of common stock issued for acquisition of New Sonic			15,000,000
Common Stock Shares Authorized	200,000,000				100,000,000	20,000,000