Related Party Transactions Disclosure [Text Block] | Note 4 – Related Party Transactions On January 25, 2016 two board members were each awarded 100,000 of shares of the Company’s common stock in exchange for their services as board members. The shares were valued at $145,000 based on the closing market price on the date of grant. On April 25, 2016 a board member was awarded 100,000 shares of the Company’s common stock in exchange for his services on the board and non-qualified stock options to purchase up to 1,000,000 shares of the Company’s common stock in consideration for his services as CEO. The stock options were subsequently cancelled in conjunction with his resignation as CEO on September 23, 2016, and 100,000 shares of restricted common stock valued at $47,680, based on the closing market price on the date of grant, in conjunction with the cancellation of all amounts owed as of the date of his resignation. On May 25, 2016, a board member was awarded 100,000 shares of the Company’s common stock, valued at $235,000 based on the closing market price on the date of grant, in exchange for his service as a member of the board. On September 23, 2016, the Company appointed three new directors to the Board of Directors, and each received 100,000 shares of common stock, each valued at $27,990 based on the closing market price on the date of grant, in conjunction with their appointments. On September 27, 2016, the Company accepted the resignations of its former Chairman and CFO and former CEO. The former CFO had a consulting agreement in the amount of $10,000 per month for professional fees. The Company’s former CEO had an employment agreement effective June 7, 2016 pursuant to which he received a monthly salary in the amount of $12,500 per month for the remainder of the 2016 calendar year, $17,500 per month for the 2017 calendar year, $22,500 per month for the 2018 calendar year and $25,000 per month for the 2019 calendar year. No payments have been made to the former CEO. Both of these agreements were cancelled and the Company has no further obligation to either individuals going forward. Further, the former CFO has agreed to return for cancellation 2,000,000 shares of restricted common stock of the Company, and to use 100,000 shares of Company common stock to settle an obligation to a former employee. The former CEO had been awarded options for the purchase of 1,000,000 shares of restricted common stock, which were all cancelled in conjunction with his resignation. In addition, the Company had a consulting agreement with a shareholder in the amount of $10,000 per month for professional fees. The shareholder and the Company have agreed to terminate the agreement as of September 30, 2016. In consideration of all amounts owed, the Company issued 966,666 shares of common stock, valued at $290,000 based on the closing market price on the date of grant, and the consultant cancelled $290,000 in amounts owed. The amounts owed consist of a) $80,000 in advances to the Company, or obligations paid to the Company, b) $120,000 in consulting fees owed and c) reimbursement of $90,000 of costs related to the formation of Newco4pharmacy, LLC, which was acquired by the Company in December 2015. On December 30, 2016, the Board of Directors of the Company issued 100,000 shares of restricted common stock to a consultant, who subsequently became the CEO and CFO of the Company as compensation for his contribution during the prior 90 days. The charge to earnings for this issuance was $19,080. On December 30, 2016, the Board voted to issue 100,000 shares of common stock to each of the Company’s Board members as additional compensation for services during the prior 90 days. Each of the recipients abstained from the vote on their issuance so as not to be voting on their own issuance; however, each member of the Board voted for the issuance of shares to their fellow Board members. The charge to earnings for this issuance was $19,080, for each of the three directors, or a total of $57,240. The Company had accounts payable from related party transactions of $106,866 as of December 31, 2016. The balance was made up of the following: a) two members of the Board of Directors were due $12,000 each for compensation expense that had not been paid; b) the former CEO and CFO of the Company were owed for reimbursable expenses that totaled $75,866; and c) a shareholder paid for expenses of the Company directly to several vendors in the aggregate amount of $7,000. On January 24, 2017, the Board granted to a member of Board of Directors 25,000 shares of restricted common stock as consideration for services. The member of the Board of Directors abstained from the vote as to not be voting on his own issuance. The value for the issuance was $3,500, based on the closing price on the date of the grant. On January 25, 2017, the Board granted the newly appointed CEO and CFO 500,000 shares of restricted common stock as part of his employment compensation. The shares are subject to reverse vesting that requires the executive to remain with the Company for three years (shares vest 1/3 per year) and achieve certain management objectives. Effective July 7, 2017, the executive resigned and 400,000 of the shares were cancelled (see Note 10). The expense to the Company was $15,236 during the nine months ended September 30, 2017. On February 7, 2017, the Board appointed one additional member to the Board of Directors. The directed received the customary 100,000 shares of restricted common stock for his service. The cost to the Company for this issuance was $11,000, based on the closing price on the date of the grant. The director offered to purchase 200,000 shares of restricted common stock at the same time. The consideration for the sale was $22,000. The transaction had no impact on earnings as the shares were priced at the same cost as the closing price on the date of the purchase. On February 14, 2017, the Board of Directors authorized the issuance of restricted common stock to convert amounts owed to a shareholder for consulting services. A total of $36,210 of accounts payable was converted at a price of $0.14 per share into 258,637 shares of the Company’s common stock. This calculation is based on the closing price of the Company’s common stock on the date of the grant. On February 14, 2017, the Board of Directors authorized the issuance of restricted common stock to convert amounts owed to a vendor. A total of $20,000 of accounts payable was converted at a price of $0.14 per share into 142,857 shares of the Company’s common stock. This calculation is based on the closing price of the Company’s common stock on the date of the grant. On February 14, 2017, the Board authorized the issuance of restricted shares of common stock in consideration for the conversion of the prior three month’s salary ($4,000 per month for a total of $12,000) of 2016 owed to a director serving as the Company’s Interim President. The Company issued the director 85,714 shares of common stock at $0.14 per share. The issuance of the foregoing shares was in settlement of all outstanding past debts owed to the director by the Company until February 14, 2017. As the conversion amount equals the share value, no gain or loss was recorded. On February 14, 2017, the Board granted the newly appointed COO 500,000 shares of restricted common shares as part of his employment compensation. The shares are subject to reverse vesting which requires the executive to remain with the Company for three years (shares vest 1/3 per year) and achieve certain management objectives. The expense to the Company was $11,088. On March 8, 2017, the Board authorized the issuance of 100,000 restricted common stock to a newly appointed member of the non-executive Advisory Board. The stock was priced at the closing price of the stock at that date which was $0.30. The expense to the Company was $30,000. On March 8, 2017, the Board authorized the issuance of 100,000 restricted common stock to an advisor with experience in retail pharmacy operations. The stock was priced at the closing price of the stock at that date which was $0.30. The expense to the Company was $30,000. On April 28, 2017, the Board granted the newly appointed Director of Corporate Communications 500,000 shares of restricted common shares as part of his employment compensation. The shares are subject to reverse vesting that requires the executive to remain with the Company for three years (shares vest 1/3 per year) and achieve certain management objectives. Effective August 1, 2017, the executive resigned and as a result 400,000 of the 500,000 shares were cancelled. The Company charged to operations the amount of $48,000 representing the fair value of 100,000 shares of common stock during the nine months ended September 30, 2017. On July 7, 2017, the Company accepted the resignation of its CEO, who also held the positions of interim CFO and interim Secretary. At the time of his hire, the CEO was granted 500,000 restricted shares as part of his executive compensation plan. The shares were issued subject to reverse vesting conditions. At July 7, 2017, 100,000 shares of restricted common stock have vested and the remaining 400,000 restricted shares will be canceled. The CEO has not been paid any cash compensation. During his tenure at the Company, he accrued $33,333 in salary, which will only be paid after the Company has sufficient financing to support its operations. Dr. Jordan Balencic, the Chairman of the Board of Directors, will assume the role of interim CEO and interim CFO until a successor is appointed. On July 10, 2017, the Company entered into an agreement with a related party whereby the amount of $75,000 in accounts payable due to the related party for services performed was converted to a note payable. The note payable is due 90 days from the date the Company receives funding in the amount of $1,000,000. The note is non-interest bearing unless it is not paid when due, at which time it will accrue interest at the rate of 12% per annum. On August 10, 2017, the Company issued 500,000 shares of restricted common stock, subject to reverse vesting conditions, to the Company’s Chief Operating Officer in conjunction with his engagement effective as of February 14, 2017. On August 10, 2017, the Company cancelled 2,150,000 shares of common stock previously held by its former Chief Executive Officer. The par value of these shares in the amount of $21,500 was charged to additional paid-in capital on the Company's balance sheet at September 30, 2017. On August 7, 2017, the Company committed to issue 25,000 shares of common stock to a lender for the extension of the term of a note payable. The fair value of these shares in the amount of $3,573 was charged to interest expense during the three months ended September 30, 2017, and is reported as stock payable on the Company's balance sheet at September 30, 2017. On August 23, 2017, the Company committed to issue 30,000 shares of common stock to a consultant for services. The fair value of these shares in the amount of $2,700 was charged to operations during the three months ended September 30, 2017, and is reported as stock payable on the Company's balance sheet at September 30, 2017. On September 26, 2017, the Company committed to issue 25,000 shares of common stock to a lender for the extension of the term of a note payable. The fair value of these shares in the amount of $1,950 was charged to interest expense during the three months ended September 30, 2017, and is reported as stock payable on the Company's balance sheet at September 30, 2017. On September 26, 2017, the Company committed to issue 200,000 shares of common stock to an employee as compensation. The fair value of these shares in the amount of $15,600 was charged to operations during the three months ended September 30, 2017, and is reported as stock payable on the Company's balance sheet at September 30, 2017. On September 26, 2017, the Company committed to convert accounts payable due to a consultant to the Company in the amount of $76,986 into 987,000 shares of common stock. The amount of $76,986 is reported as stock payable on the Company's balance sheet at September 30, 2017 On September 26, 2017, the Company committed to issue 200,000 shares of common stock to each of two board members, or an aggregate of 400,000 shares, for services performed. The fair value of $31,200 was charged to operations during the three months ended September 30, 2017. |