UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2009
OR
[ ]TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934
From the transition period from ___________ to ____________.
Commission File Number 000-28911
CANNABIS SCIENCE, INC.
(Exact name of small business issuer as specified in its charter)
Nevada
91-1869677
(State or other jurisdiction of incorporation or
organization)
(IRS Employer Identification No.)
6946 N Academy Blvd, Suite B #254
Colorado Springs CO 80918
(Address of principal executive offices)
(888) 889-0888
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1)
filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was
required to file such reports), and (2) has been
subject to such filing requirements for the past 90
days: Yes [ X ] No [ ].
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate
Web site, if any, every interactive Data File required
to be submitted and posted pursuant to Rule 405 of
Regulation S-T (232.405 of this chapter) during the
preceding 12 months (or for such shorter period that
the registrant was required to submit and post such
files): Yes [ ] No [ X ].
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-
accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in
Rule 12b-2 of the Exchange Act:
Large Accelerated Filer [ ]
Accelerated Filer [ ]
Non-Accelerated Filer [ ].
Smaller Reporting Company [X]
Indicate by a check mark whether the company is a shell
company (as defined by Rule 12b-2 of the Exchange
Act: Yes [ ] No [ X ].
As of November 16, 2009, there were 25,747,279 shares
of Common Stock of the issuer outstanding.
TABLE OF CONTENTS
PART I-FINANCIAL INFORMATION
Item 1.
Financial Statements. 3
Item 2.
Management's Discussion and Analysis of Financial
Condition and Results of Operations. 17
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
Item 4T.
Controls and Procedures.
PART II-OTHER INFORMATION
Item 1.
Legal Proceedings. 20
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds. 20
Item 3.
Defaults upon Senior Securities. 20
Item 4.
Submission of Matters to a Vote of Security Holders. 20
Item 5.
Other Information. 20
Item 6.
Exhibits. 20
2
CANNABIS SCIENCE, INC.
(A Development Stage Company)
Consolidated Balance Sheets
September 30, December 31
2009 2008
(Unaudited) (Audited)
Assets
Current Assets:
Cash $ 5,679 580
Prepaid expenses 5,420 -
Due from Affiliate - 3,031
-----------------------
Total Current Assets 11,099 3,611
Property and equipment (Note 3) 4,223 1,567
Intellectual Property (Note 11) 524,000 -
-----------------------
Total Assets $ 539,322 5,178
-----------------------
Liabilities and Shareholders' Deficit
Current Liabilities:
Accounts Payable $ 412,780 359,179
Accrued Expenses 161,914 45,415
Accrued Interest Payable
to Affiliate 195,323 136,346
Loan Payable to Affiliate (Note 5) 814,742 814,742
Line-of-Credit to Affiliate 45,438 -
-----------------------
Total Liabilities 1,630,197 1,355,682
Commitments and Contingencies (Note 8)
Shareholders' Deficit
Series A preferred stock, $.001 par
value, 1,000,000 authorized,
Issued and outstanding: 999,999
shares (2008 - Nil) 1,000 -
Common Stock, $.001 par value,
30,000,000 shares authorized,
Issued and Outstanding: 25,747,279
shares (2008 - 12,597,279) 25,747 12,597
Common Stock Subscribed and Paid,
but not yet Issued 110 -
Additional Paid in Capital 51,157,023 48,148,783
Accumulated Deficit (52,274,755) (49,511,884)
--------------------------
Total Shareholders' Deficit (1,090,875) (1,350,504)
--------------------------
Total Liabilities and
Shareholders' Deficit $ 539,322 5,178
--------------------------
See accompanying summary of accounting policies and notes to
consolidated financial statements.
3
CANNABIS SCIENCE, INC.
(A Development Stage Company)
Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2009 and 2008
And For the Period from January 27, 2005 (inception) to September 30, 2009
(Unaudited)
Period from
Jan. 2005
Nine months ended Three months ended (Inception)
September 30, September 30, to Sept.30,
2009 2008 2009 2008 2009
OIL & GAS
OPERATIONS:
Oil & Gas Revenues $ - 447,412 - 285,853 459,652
Lease Operating
Expenses - 226,895 - 132,718 230,164
------------------------------------------------
Gross Profit - 220,517 - 153,135 229,488
OTHER EXPENSES:
New Product Development 458,400 - - - 458,400
Professional Fees 1,872,677 130,112 879,213 39,752 33,063,639
Technology License
Royalties - - - - 160,417
Impairment of Oil &
Gas Leases - 2,400,000 - - 7,486,000
Net Gain on Settlement
of Liabilities - (6,285,651) - - (5,935,451)
General and
Administrative 372,800 228,866 51,022 137,698 16,161,155
---------------------------------------------------
Total Operating
Expenses 2,703,877 (3,526,673) 930,235 177,450 51,394,160
---------------------------------------------------
OPERATING INCOME
(LOSS) (2,703,877) 3,747,190 (930,235) (24,315)(51,164,672)
Other Income (Expense):
Other Income 88 1,439 88 1,439 88
Beneficial Conversion
Feature - (32,335) - - (1,098,992)
Gain on Settlement of
Debt - - - - 117,950
Other expense - (107,091) - (107,091) -
Interest Expense (59,082) (83,757) (19,764) (79,634) (129,129)
---------------------------------------------------
Total Other Income
(Expense) (58,994) (221,744) (19,676) (185,286) (1,110,083)
---------------------------------------------------
NET INCOME (LOSS) $ (2,762,871) 3,525,446 (949,911) (209,601)(52,274,755)
Basic Earnings
per Share $ (0.16) 0.60 (0.04) (0.02)
Basic and Diluted
Earnings per Share $ (0.16) 0.60 (0.04) (0.02)
Weighted Average Shares
Outstanding: Basic 16,750,000 5,878,173 22,366,000 9,877,895
Weighted Average Shares
Outstanding: Diluted 16,750,000 5,896,173 22,366,000 9,877,895
See accompanying summary of accounting policies and notes to consolidated
financial statements.
4
CANNABIS SCIENCE, INC.
(A Development Stage Company)
Consolidated Statements of Shareholders' Deficit
For the Nine Months Ended September 30, 2009 and
The Period from January 27, 2005 (inception) to September 30, 2009
(Unaudited)
Deficit
Additional Accum.
Common Stock Paid-in Prepaid During The
Development
Shares Par Capital Consulting Stage Totals
Bal at Jan 27,
2005
(inception) $ - - - - - -
Founder's Stock
Issued 83,800 84 (84) - - -
Shares Issued
for Debt 8,000 8 399,992 - - 400,000
Shares issued
for License
Agreement 86,188 86 (86) - - -
Effect of
Reverse
Merger 13,840 14 (200,014) - - (200,000)
Divestiture of
Subsidiary to
Related Party - - 544,340 544,340
Net loss (807,600) (807,600)
-----------------------------------------------------------------
Bal at Dec
31, 2005 191,828 192 744,148 - (807,600) (63,260)
Shares Issued
for
Employment 45,500 45 8,487,455 - - 8,487,500
Shares Issued
for
Services 171,080 171 28,798,329 (7,633,750) - 21,164,750
Shares Issued
for Lease
Agreement 6,770 7 406,193 - (350,200) 56,000
Net loss (36,906,584) (36,906,584)
-----------------------------------------------------------------
Bal at Dec
31, 2006 415,178 415 38,436,125 (7,633,750) (38,064,384) (7,261,594)
Shares Issued
For Services 63,021 63 528,285 (387,500) - 140,848
Shares Issued
for Debt
Conversion 350,000 350 349,650 - - 350,000
Amortization
of Beneficial
Conversion
Feature - - 1,066,657 1,066,657
Amortization
of shares
issued for
services 8,021,250 8,021,250
Shares Issued
for
Properties 500,000 500 4,999,500 5,000,000
Net loss (15,007,117) (15,007,117)
-----------------------------------------------------------------
Bal at Dec
31, 2007 1,328,198 1,328 45,380,217 (53,071,501) (7,689,956)
Amortization
of Beneficial
Conversion
Feature 32,335 32,335
Cancellation
and
Amortization
of Shares (919) (1) 1
Issuance of
Shares for
Cash 10,000 10 19,990 20,000
Shares Issued
for Debt
Conversion 990,000 990 98,010 99,000
Purchase of
Subsidiary
with Stock 10,000,000 10,000 2,490,00 2,500,000
Issuance of
Stock for
Services 270,000 270 128,230 128,500
Net Income 3,559,617 3,559,617
-----------------------------------------------------------------
Bal at Dec
31, 2008 12,597,279 12,597 48,148,783 - (49,511,884) (1,350,504)
Additional
Common Stock Preferred Stock Paid-in
Shares Par Shares Par Capital
Bal at Dec 31, 2008 12,597,279 12,597 48,148,783
Issuance of Shares
for Assets 2,150,000 2,150 522,850
Issuance of common
stock for cash 2,155,000 2,155 132,095
Issuance of preferred
stock for services 999,999 1,000
Cancellation of
common stock
previously issued (10,000) (10) 10
Issuance of common
stock for services 8,855,000 8,855 2,340,695
Common stock
subscribed 12,590
Net Loss
-------------------------------------------------------
Bal at Sept.30, 2009 25,747,279 25,747 999,999 1,000 51,157,023
Deficit
Accumulated
Common During the
Prepaid Stock Development
Consulting Subscribed Stage Totals
Bal at Dec 31, 2008 - - (49,511,884) (1,350,504)
Issuance of Shares
for Assets - - - 525,000
Issuance of common
stock for cash - - - 134,250
Issuance of preferred
stock for services - - - 1,000
Cancellation of
common stock
previously issued - - - -
Issuance of common
stock for services - - - 2,349,550
Common stock
subscribed - 110 - 12,700
Net Loss (2,762,871) (2,762,871)
--------------------------------------------------
Bal at Sept.30, 2009 - 110 (52,274,755) (1,090,875)
See accompanying summary of accounting policies and notes to consolidated
financial statements.
5
CANNABIS SCIENCE, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
For the Nine Month Periods Ended September 30, 2009 and 2008
And the Cumulative Period from January 27, 2005 (inception) to
September 30, 2009
(Unaudited)
Period from
January 27, 2005
Nine Months Ended (inception) to
September 30, September 30,
2009 2008 2009
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income (Loss) $ (2,762,871) 3,525,44 (52,274,755)
Adjustments to reconcile
net income (loss) to cash
(used in) operating activities:
Depreciation and Depletion 300 2,238 15,815
Impairment Expense - - 7,576,667
Amortization Expense - 32,335 9,120,242
Stock Issued for Services 2,350,550 - 32,493,848
Stock to be Issued - - 120,500
Change in assets and liabilities:
Increase (Decrease) in Inventory - - (29,102)
Increase (Decrease) in Shares
to be Issued - (4,879,500) -
(Increase) Decrease in
Accounts Receivable - (81,962) (2,087)
(Increase) Decrease in
Other Assets (5,420) (81,256) (5,420)
Increase (Decrease) in
Other Liabilities 58,977 53,615 195,324
Increase (Decrease) in
Accounts Payable 53,601 35,778 1,548,565
Increase (Decrease) in
Accrued Expenses 116,499 (1,284,331) (892,142)
----------------------------------------
CASH FLOWS (USED IN) OPERATING
ACTIVITIES (188,364) (2,677,637) (2,132,545)
----------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Oil and Gas Lease - - (30,000)
Purchase of Property and Equipment (1,956) (16,472) (44,846)
----------------------------------------
CASH FLOWS USED IN
INVESTING ACTIVITIES (1,956) (16,472) (74,846)
----------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the Sale
of Common Stock 134,250 - 154,250
Proceeds from Convertible
Note - Related Party - 99,000 1,050,342
Stock Issued for Oil and Gas Lease - 2,400,000 -
Proceeds from Sale of Common
Stock Subscriptions 12,700 - 12,700
Advances from Related Party 45,438 20,000 45,438
Repayments to Related Party - (77,444) (61,688)
Loan Payable to Affiliates 3,031 248,856 1,012,028
----------------------------------------
CASH FLOWS PROVIDED BY
FINANCING ACTIVITIES 195,419 2,690,412 2,213,070
----------------------------------------
NET INCREASE (DECREASE) IN CASH 5,099 (3,679) 5,679
Cash, beginning of period 580 4,769 -
----------------------------------------
Cash, end of period $ 5,679 1,072 5,679
----------------------------------------
SUPPLEMENTAL CASH FLOW INFORMATION
Issuance of common stock
for services $ 2,349,550 - 11,986,430
Issuance of common stock
for assets 525,000 - 525,000
Issuance of preferred stock
for services 1,000 - 1,000
Related party note payable - - 250,000
Net liabilities assumed
with recapitalization - - 200,000
Divestiture of subsidiary
to related party - - 200,000
Issuance of common stock for debt - 99,000 1,100,000
Issuance of common stock for
oil & gas leases - 2,500,000 907,200
See accompanying summary of accounting policies and notes to consolidated
financial statements.
6
CANNABIS SCIENCE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
NOTE 1 - NATURE OF ACTIVITIES AND SIGNIFICANT
ACCOUNTING POLICIES
Organization and Description of Business:
Cannabis Science, Inc. ("We" or "the Company"), was
incorporated under the laws of the State of Colorado,
on February 29, 1996, as Patriot Holdings, Inc. On
August 26, 1999, the Company changed its name to
National Healthcare Technology, Inc., and commenced a
business plan to develop Magkelate, a patented
intravenous drug developed to re-establish normal
electrolyte balance in ischemic tissue and certain
other patents for medical instruments and medical
instrument technology. On January 14, 2000, the
Company filed its Form 10SB12G. In 2002, the Company
ceased its medical technology business following the
death of Magkelate's inventor. The Company conducted
no substantial business until 2005.
In July 2005, the Company acquired Es3, Inc., a
Nevada Corporation ("Es3"), pursuant to the terms of
an Exchange Agreement (the "Exchange Agreement") by
and among the Company, Crown Partners, Inc., a Nevada
corporation ("Crown Partners"), Es3, and certain
stockholders of Es3 (the "Es3 Stockholders"). Under
the terms of the Exchange Agreement, the Company
acquired all of the outstanding capital stock of Es3
in exchange for the issuance of 191,828 shares of the
Company's common stock (adjusted for splits) to the
Es3 Stockholders, Crown Partners and certain
consultants. The transactions effected by the
Exchange Agreement were accounted for as a reverse
merger, and recapitalization. In addition, the
Company changed its accounting year-end from
September 30 to December 31, which was Es3's
accounting year-end. The Company then commenced
business manufacturing and marketing products under
the name Special Stone Surfaces. The Company sold
its shares in Es3 in October 2005, and thereafter
conducted no substantial business until 2006,
On April 3, 2006, the Company acquired a group of
oil and gas leases in Oklahoma in exchange for
issuance of common stock and commenced the business
of oil and gas exploration and production, mineral
lease purchasing and all activities associated with
acquiring, operating and maintaining the assets of
such operations. On June 6, 2007, the Company
changed its name from National Healthcare
Technology, Inc., to Brighton Oil & Gas, Inc., and
converted to a Nevada corporation. The Company
acquired additional oil and gas leases during 2007,
all for issuance of common stock; in October 2007,
the Company acquired leases from K & D Equity
Investments, Inc., a Texas corporation in a
transaction that effected a change of control, with
K & D acquiring a majority stake in the
Company. The Company also entered into a Line of
Credit Agreement with South Beach Live, Inc., a
Florida corporation, to provide it with working
capital of up to $100,000 on a revolving credit
line. The Agreement permitted South Beach the right
to repayment on demand, or to convert amounts owed
for shares.
On March 25, 2008 the Company changed its name to
Gulf Onshore, Inc. On June 6, 2008, the Company
entered into an Asset Acquisition Agreement with K
& D to acquire additional leases (the "Leases") in
exchange for common stock and a Stock Purchase
Agreement ("SPA") with South Beach Live, Inc., a
Florida corporation, to purchase 100% of the common
shares of Curado Energy Resources, Inc., a Texas
corporation ("Curado"). Curado is registered with
the Texas Railroad Commission as an oil and gas
well operator, and is the operator for the
Leases. The Company acquired the Leases into
Curado, in exchange for shares issued to K &
D. The Company issued South Beach a promissory
note for $250,000, payable in 1 year at 10%
interest, which was guaranteed by Curado. The
Company consolidated the operations of Curado
commencing in 3Q 2008.
In August 2008, the Company granted South Beach a
security interest in its Curado shares and the
Curado assets, in exchange for concessions from
South Beach regarding further cash advances and
future stock conversions. This transaction was
contemplated and further consummated by the Company
due to declining oil prices throughout 3Q 2008 and
increased operating costs, which made continued oil
and gas operations on the Leases unprofitable. The
Company was also continually drawing down on its
Line of Credit Agreement with South Beach that
created unsustainable working capital pressure.
7
On October 6, 2008, in the face of further oil
price declines and general economic conditions,
the Company and South Beach entered into an
Accord and Satisfaction Agreement under which
the Company surrendered its interest in the
Putnam "M" oil and gas lease in Throckmorton
Co., Texas in exchange for a complete release
on the Promissory Note and Line of Credit. In
addition, the Company waived any claim on the
shares of Curado common stock that secured the
Promissory Note or the assets of Curado. South
Beach then made claim against Curado under the
guarantee agreement and then exercised its
rights under the collateral agreement. As a
result, the Company's 4Q 2008, financial
statements reflected the disposition of Curado
and its assets, and furthermore that the
Company has, once again, become a Development
Stage Company seeking a new business partner or
acquisition. A Form 8-K reflecting this
transaction was timely filed.
On March 30, 2009, the Company entered into an
agreement with Cannex Therapeutics, LLC,
("Cannex") a California limited liability
company, and its principal, medical cannabis
pioneer and entrepreneur Steven W. Kubby, to
acquire all of their interest in certain assets
used to conduct a cannabis research and
development business. The asset purchase
agreement includes all of Cannex' and Kubby's
intellectual property rights, formulas, patents,
trademarks, client base, hardware and software,
including the website www.phytiva.com. The
Company and its largest shareholder, K & D
Equities, Inc., exchanged a total of 10,600,000
shares of common stock for the assets of Cannex;
the Company issued 2,100,000 shares to Cannex,
and K & D transferred 8,500,000 shares to Cannex
and others. A Form 8-K reflecting this
transaction was timely filed. Please see Note
10.
As part of the Agreement, on April 1, 2009, the
Company appointed Mr. Kubby as President and
CEO, Richard Cowan as Director and CFO, and
Robert Melamede Ph. D., as Director and Chief
Science Officer. Each of them was also appointed
as a director. All of the Company's current
directors then resigned. On April 7, 2009, the
Company changed its name to Cannabis Science,
Inc., and obtained a new CUSIP number. Its
shares now trade under the symbol CBIS.OB. A
Form 8-K was timely filed, with a copy of the
Asset Acquisition Agreement and Board Resolution
ratifying the Agreement provided as exhibits
thereto.
On April 7, 2009, the Company changed its name
to Cannabis Science, Inc., reflecting its new
business mission: Cannabis Science, Inc. is at
the forefront of medical marijuana research and
development. The Company works with world
authorities on phytocannabinoid science
targeting critical illnesses, and adheres to
scientific methodologies to develop, produce,
and commercialize phytocannabinoid-based
pharmaceutical products. In sum, we are
dedicated to the creation of cannabis-based
medicines, both with and without psychoactive
properties, to treat disease and the symptoms of
disease, as well as for general health
maintenance. The Company obtained a new CUSIP
number as well. Cannabis Science Inc. has also
launched its new website www.cannabisscience.com
reflecting its new name.
On May 7, 2009 the Company common shares
commenced trading under the new stock symbol
OTCBB: CBIS.
Unaudited Interim Financial Statements:
The accompanying unaudited interim financial
statements have been prepared in accordance with
accounting principles generally accepted in the
United States and applicable Securities and
Exchange Commission ("SEC") regulations for
interim financial information. These financial
statements for the interim periods in 2009 and
2008 are unaudited and, in the opinion of
management, include all adjustments (consisting
of normal recurring accruals) necessary to
present fairly the balance sheets, statements of
operations, equity and statements of cash flows
for the periods presented in accordance with
accounting principles generally accepted in the
United States. Certain information and footnote
disclosures normally included in financial
statements prepared in accordance with
accounting principles generally accepted in the
United States have been condensed or omitted
pursuant to SEC rules and regulations. It is
presumed that users of this interim financial
information have read or have access to the
audited financial statements and footnote
disclosure for the preceding fiscal year
contained in the Company's Annual Report on Form
10-K. Operating results for the interim periods
presented are not necessarily indicative of the
results that may be expected for the year ending
December 31, 2009.
Significant Accounting Policies:
The Company's management selects accounting
principles generally accepted in the United
States of America and adopts methods for their
application. The application of accounting
principles requires the estimating, matching and
timing of revenue and expense. It is also
necessary for management to determine, measure
and allocate resources and obligations within the
financial process according to those
principles. The accounting policies used conform
to generally accepted accounting principles which
have been consistently applied in the preparation
of these financial statements.
8
The financial statements and notes are
representations of the Company's management which
is responsible for their integrity and
objectivity. Management further acknowledges that
it is solely responsible for adopting sound
accounting practices, establishing and
maintaining a system of internal accounting
control and preventing and detecting fraud. The
Company's system of internal accounting control
is designed to assure, among other items,
that 1) recorded transactions are valid; 2)
valid transactions are recorded; and 3)
transactions are recorded in the proper period
in a timely manner to produce
financial statements which present fairly the
financial condition, results of operations and
cash flows of the Company for
the respective periods being presented.
Basis of Presentation:
The Company prepares its financial statements on
the accrual basis of accounting. All
intercompany balances and transactions are
eliminated. During a portion of 2008, the
financial statements included the accounts of
Curado Energy Resources, Inc.
In preparing the accompanying unaudited
consolidated financial statements, the Company
has reviewed, as determined necessary by the
Company's management, events that have occurred
after September 30, 2009, up until the issuance
of the consolidated financial statements, which
occurred on November 16, 2009.
Reclassification:
Certain prior year amounts have been reclassified
in the consolidated balance sheets, consolidated
statements of operations and consolidated
statements of cash flows to conform to current
period presentation. These reclassifications
were not material to the consolidated financial
statements and had no effect on net earnings
reported for any period.
Use of Estimates:
The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make estimates
and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual
results could differ from those estimates.
Recently Issued Accounting Pronouncements:
The Company does not
expect the adoption of recently issued acco
unting pronouncements to have a
significant impact on the
Company's consolidated results of operations,
financial position or cash flow.
Cash and Cash Equivalents:
Cash and cash equivalents includes cash in banks
with original maturities of three months or less
and are stated at cost which approximates market
value, which in the opinion of management, are
subject to an insignificant risk of loss in
value.
Long Lived Assets:
Under ASC 205.2, "Accounting for the Impairment
or Disposal of Long-Lived Assets", the Company is
required to periodically evaluate the carrying
value of long-lived assets to be held and used.
ASC 205.2 requires impairment losses to be
recorded on long-lived assets used in operations
when indicators of impairment are present and the
undiscounted cash flows estimated to be generated
by those assets are less than the assets'
carrying amounts. In that event, a loss is
recognized based on the amount by which the
carrying amount exceeds the fair market value of
the long-lived assets. Loss on long-lived assets
to be disposed of is determined in a similar
manner, except that fair market values are
reduced for the cost of disposal.
9
During the year ended December 31, 2007, the
Company had acquired two oil & gas leases in two
separate transactions. One lease was acquired for
cash consideration of $30,000 and the other lease
was acquired in exchange of 500,000 shares. The
lease was valued at the fair market value of the
shares which was $5,000,000.
As of December 31, 2007, the Company estimated
the future cash flows expected to result from the
use and eventual disposition of the two oil &
well gas leases. Based on its review, the Company
determined that the carrying value of the assets
is not recoverable and hence the leases were
determined to be impaired as of December 31,
2007. The Company recorded an impairment loss of
$5,030,000 for the year ended December 31, 2007.
In June 2008 the Company acquired eleven oil well
leases in a related party transaction with the
majority shareholder, K&D Investments, for
10,000,000 shares. The value of the stock at the
time of the transaction was $2,500,000 and the
predecessor cost was $100,000. Therefore, an
impairment of $2,400,000 was recorded related to
the transaction and the net cost recorded on the
Company's balance sheet is $100,000. The Leases
were acquired into Curado Energy Resources, Inc.,
the operator of the Leases, which the Company
acquired from South Beach Live, Inc., its most
significant creditor.
Throughout 3Q 2007, declining oil prices and
increased operating costs made continued oil and
gas operations on the Leases unprofitable, and
the Company was continually drawing down on its
Line of Credit Agreement with South Beach. In
exchange for concessions from South Beach
regarding further cash advances and future stock
conversions, in August 2007, the Company agreed
to grant South Beach a security interest in its
South Beach shares.
On October 6, 2008, in the face of further oil
price declines and general economic conditions,
the Company and South Beach entered into an
Accord and Satisfaction Agreement under which the
Company surrendered its interest in the Putnam
"M" oil and gas lease in Throckmorton Co., Texas
in exchange for a complete release on the
Promissory Note and Line of Credit. In addition,
the Company waived any claim on the shares of
Curado common stock that secured the Promissory
Note or the assets of Curado. As a result, the
Company's 4Q 2007, financial statements will
reflect the disposition of Curado and its assets,
and furthermore that the Company has, once again,
become a Development Stage Company seeking a new
business partner or acquisition. A Form 8-K
reflecting this transaction was timely filed.
Fair Value of Financial Instruments:
Under ASC 820, the Company discloses the
estimated fair values of financial instruments.
The carrying amounts reported in the consolidated
balance sheet for current assets and current
liabilities qualifying as financial instruments
are a reasonable estimate of fair value.
Stock-Based Compensation:
Under ASC 718, ''Compensation-Stock
Compensation'', the Company is required to
measure all employee share-based payments,
including grants of employee stock options, using
a fair-value-based method and the recording of
such expense in the consolidated statements of
operations. The Company has adopted ASC 718 (SFAS
123R) as of January 1, 2006 and will recognize
stock-based compensation expense using the
modified prospective method.
10
Income Taxes:
Under ASC 740, "Income Tax", the Company in
required to account for its income taxes through
the establishment of a deferred tax asset or
liability for the recognition of future
deductible or taxable amounts and operating loss
and tax credit carry forwards. Deferred tax
expense or benefit is recognized as a result of
timing differences between the recognition of
assets and liabilities for book and tax purposes
during the year.
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. Deferred tax assets are
recognized for deductible temporary differences
and operating loss, and tax credit carry
forwards. A valuation allowance is established to
reduce that deferred tax asset if it is "more
likely than not" that the related tax benefits
will not be realized.
Property and Equipment:
Property and equipment are stated at cost less
accumulated depreciation. Major renewals and
improvements are capitalized; minor replacements,
maintenance and repairs are charged to current
operations. Depreciation is computed by applying
the straight-line method over the estimated
useful lives which are generally five to seven
years.
Earnings per Share (Loss):
Under ASC 260, "Earnings Per Share" ("EPS"), the
Company provides for the calculation of basic and
diluted earnings per share. Basic EPS includes
no dilution and is computed by dividing income or
loss available to common shareholders by the
weighted average number of common shares
outstanding for the period. Diluted EPS reflects
the potential dilution of securities that could
share in the earnings or losses of the entity.
For the three month period ended September 30,
2009, basic and diluted earnings per share is the
same ($0.00) since the calculation of diluted per
share amounts would result in an anti-dilutive
calculation. For the three month period ended
September 30, 2009, basic and diluted loss per
share are $.04. For the nine month period ended
September 30, 2009, basic and diluted loss per
share are $.16.
Comprehensive Income:
Under ASC 220, "Comprehensive Income", the
Company is required to report and display its
comprehensive income and components in a full set
of general purpose financial statements. For the
quarters ended September 30, 2009 and 2008, the
Company had no items of other comprehensive
income. Therefore, the net loss equals the
comprehensive loss for the periods then ended.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been
prepared in conformity with generally accepted
accounting principles, which contemplate the
continuation of the Company as a going concern.
The Company reported a cumulative deficit of
$52,274,755 and had a stockholders' deficit of
$1,090,875 at September 30, 2009. The
information included in this Form 10-Q should be
read in conjunction with Management's Discussion
and Analysis and Financial Statements and notes
thereto included in the Company's December 31,
2008 Form 10-K.
11
NOTE 3 - FIXED ASSETS
Fixed assets at September 30, 2009 and December
31, 2008 are as follows:
September 30, December 31,
2009 2008
Equipment $ 4,956 2,000
Less: Accumulated Depreciation (733) (433)
----------------------
Total Fixed Assets $ 4,223 1,567
----------------------
Depreciation expense for the three month periods
ended September 30, 2009 and 2008 was $100 and $100
respectively.
The Company acquired Cannex's website, which has an
estimated value of $1,000 based on the original cost
of the asset.
NOTE 4 - INCOME TAXES
Under ASC 740 ("Income Taxes"), the Company is
required to recognize deferred tax assets
and liabilities for the expected future
tax consequences of events that have been included
in the consolidated financial statements or tax
returns. Under this method, deferred income taxes
are recognized for the tax consequences in future
years of differences between the tax bases of
assets and liabilities and their financial
reporting amounts at each period end based on
enacted tax laws and statutory tax rates applicable
to the periods in which the differences are
expected to affect taxable income. Valuation
allowances are established, when necessary, to
reduce deferred tax assets to the amount expected
to be realized.
The following table sets forth the significant
components of the net deferred tax assets as of
September 30, 2009:
September 30, December 31,
2009 2008
Net operating loss carry forward $ 52,273,755 49,511,884
-------------------------
Total deferred tax assets 17,364,834 16,440,389
Less: valuation allowance (17,364,834) (16,440,389)
-------------------------
Net deferred tax assets $ - -
-------------------------
NOTE 5 - LOAN FROM AFFILIATE
On January 11, 2007 the Company entered into an
agreement with Camden Holdings, Inc., also an
affiliate of the Company, wherein the Company
memorialized its obligation to pay Camden Holdings,
Inc $650,000 by December 31, 2007 for monies owed
to Camden. The Company also gave Camden the right
to convert all or part of this debt into shares of
the Company's common stock at $.01 per share. The
Company recorded a beneficial conversion of
$650,000 on the note which is being amortized over
the life of the note. During the three month period
ended March 31, 2007, the Company amortized
$162,500 of this unamortized discount as interest
expense. The Company recorded an interest payable
of $58,977 for the nine month period ended
September 30, 2009.
12
On March 25, 2009, Summitt Oil & Gas, Inc. and
Melissa 364 CR, Ltd. entered into a purchase and
sale agreement by which Summitt assigned its rights
with respect to debt of $814,742 plus accrued
interest, and sold 400,000 shares of restricted
stock.
NOTE 6 - EQUITY TRANSACTIONS
The Company is authorized to issue 30,000,000
shares of common shares with a par value of $.001
per share. These shares have full voting
rights. There were 25,747,279 and 12,597,279
issued and outstanding as of September 30, 2009 and
December 31, 2008.
The Company is also authorized to issue 1,000,000
shares of preferred stock. A certificate
designating 1,000,000 Series A preferred shares and
assigning rights was filed with the State of
Nevada. As of September 30, 2009, 999,999 shares
were issued and outstanding. The issuances, valued
at $1,000, were made in consideration of services
provided to the Company. Each Series A preferred
share entitles the holder to 1,000 votes, has $.001
par value, and is not convertible into common stock
of the Company.
A.Issuance of Common Stock
On June 6, 2008, the Company entered into an Asset
Purchase Agreement (the "Agreement") with K&D
Equity Investments, Inc., a Texas corporation
("K&D"). Under the terms of the Agreement, the
Company acquired, though Curado Energy Resources,
Inc., working interests in ten (10) oil, gas and
mineral leases (the "Leases") located in Texas,
with Net Revenue Interests (N.R.I.) in these leases
ranging from 75% to 84.76%. Gulf paid K&D
10,000,000 shares of its $.001 par value common
stock for the Leases. K&D was the owner of 500,000
shares of the Company's common stock and became its
largest single shareholder, owning approximately
88% of the Company's issued and outstanding shares.
On June 13, 2008, the Company issued 500,000 shares
of its $.001 par value common stock to South Beach
Live, Inc., a Florida corporation, pursuant to the
terms of an October 4, 2007, Promissory
Note. Under the terms of the Note, the Company was
released from $50,000 of the principal obligation
under the Note in exchange for issuance of these
shares. Provisions of the Note are fully disclosed
in the Company's Form 10-KSB, filed on April 10,
2008.
On March 30, 2009, the Company entered into an
agreement with Cannex Therapeutics, LLC, a
California limited liability company, and its
principal, medical cannabis pioneer and
entrepreneur Steven W. Kubby, to acquire all of
their interest in certain assets used to conduct a
cannabis research and development business. The
asset purchase agreement included all of Cannex'
and Kubby's intellectual property rights, formulas,
patents, trademarks, client base, hardware and
software, including the website
www.phytiva.com. The Company and its largest
shareholder, K & D Equity Investments, Inc., paid a
total of 10,600,000 shares of common stock for the
assets of Cannex; the Company issued 2,100,000
shares to Cannex, and K & D transferred 8,500,000
shares to Cannex and others.
On May 28, 2009, the Board of Directors of the
Company authorized and approved adoption of a 2009
Stock Compensation Plan. The plan is authorized to
issue 6,500,000 common shares. The purposes of this
Plan are to (i) attract and retain the best
available personnel for positions of responsibility
within the Company (ii) provide incentives to
employees, officers, and management of the Company,
(iii) provide Directors, Consultants and Advisors
of the Company with an opportunity to acquire a
proprietary interest in the Company to encourage
their continued provision of services to the
Company, and to provide such persons with
incentives and rewards for superior performance
more directly linked to the profitability of the
Company's business and increases in shareholder
value, and (iv) generally to promote the success of
the Company's business and the interests of the
Company and all of its stockholders, through the
issuance of shares of the Company's Common Stock.
The Company has issued 6,480,000 common shares
under the terms of the plan to advisors and
consultants of the Company.
On June 11, 15, and 18th of 2009, the Company
issued a total of 975,000, section 144-restricted,
common shares for investor relations services. The
shares carry section 144-restrictive legends.
B.Warrants
No warrants were granted during the nine-month
period ended September 30, 2009.
The weighted average remaining contractual life of
warrants outstanding is 0.25 years at September 30,
2009.
Outstanding Warrants Exercisable Warrants
Range of Average Remaining Average Intrinsic
Exercise Prise Number Contractual Life Value Number
$67.00 18,000 0.25 - 18,000
13
The current Exercise Price of $67.00 per share
reflects the impact of the two 1:10 stock
splits. Prior to the splits the Exercise price was
$0.67 per share.
The Company estimated the fair value of each stock
warrant at the grant date by using the Black-Scholes
option-pricing mode.
The weighted-average assumptions used in estimating
the fair value of warrants outstanding as of
September 30, 2009, along with the weighted-average
grant date fair values, were as follows.
2009
Expected volatility 80.0%
Expected life in years 5 years
Risk free interest rate 5.07%
Dividend yield 0%
C. Employee Options
On April 3, 2006, the Board of Directors of the
Company authorized and approved the adoption of the
2006 Stock Option Plan effective April 3, 2006 (the
"Plan"). The Plan is administered by the duly
appointed compensation committee. The Plan is
authorized to grant stock options of up to 25,000,000
shares of the Company's common stock. At the time a
stock option is granted under the Plan, the
compensation committee shall fix and determine the
exercise price and vesting schedules at which such
shares of common stock of the Company may be
acquired. As of September 30, 2009, no options to
purchase the Company's common stock have been granted
under the Plan. There were no options outstanding at
September 30, 2009.
In September, 2006, the Board of Directors of the
Company authorized and approved the adoption of the
2006-1 Consultants and Employees Service Plan
effective September 7, 2006 (the "Consultants
Plan"). The Plan is administered by the duly
appointed compensation committee. The Plan is
authorized to grant stock options and make stock
awards of up to 38,000 shares of the Company's common
stock. At the time a stock option is
granted under the Plan, the
compensation committee shall fix and determine the
exercise price and vesting schedules at which such
shares of common stock of the Company may be
acquired. The Consultants Plan was registered on
September 15, 2006 and as of December 31, 2006 a
total of 37,990 shares had been issued and granted
under the Consultants Plan. During 2008 and 2009 no
additional shares have been issued.
On May 28, 2009 the Board of Directors of the Company
authorized and approved adoption of a 2009 Stock
Compensation Plan. The plan is authorized to issue
6,500,000 common shares. The purposes of this Plan
are to (i) attract and retain the best available
personnel for positions of responsibility within the
Company (ii) provide incentives to employees,
officers, and management of the Company, (iii)
provide Directors, Consultants and Advisors of the
Company with an opportunity to acquire a proprietary
interest in the Company to encourage their continued
provision of services to the Company, and to provide
such persons with incentives and rewards for superior
performance more directly linked to the profitability
of the Company's business and increases in
shareholder value, and (iv) generally to promote the
success of the Company's business and the interests
of the Company and all of its stockholders, through
the issuance of shares of the Company's Common Stock.
The Company has issued 6.480,000 common shares under
the terms of the plan to advisors and consultants of
the Company.
NOTE 7 - RELATED PARTY
On June 6, 2008, the Company entered into an Asset
Purchase Agreement (the "Agreement") with K&D Equity
Investments, Inc., a Texas corporation ("K&D"). Under
the terms of the Agreement, the Company acquired,
though Curado Energy Resources, Inc., working
interests in ten (10) oil, gas and mineral leases
(the "Leases") located in Texas, with Net Revenue
Interests (N.R.I.) in these leases ranging from 75%
to 84.76%. Gulf paid K&D 10,000,000 shares of its
$.001 par value common stock for the Leases. K&D was
the owner of 500,000 shares of the Company's common
stock, and as a result of the Agreement owned
approximately 88% of the Company's issued and
outstanding shares. K & D's president, Jeffrey
Joyce, was an officer of the Company at the time of
the transaction.
14
On June 6, 2008, the Company entered into a Stock
Purchase Agreement ("SPA") with South Beach Live,
Inc., a Florida corporation, to purchase 100% of the
common shares of Curado Energy Resources, Inc., a
Texas corporation ("Curado"). Curado is registered
with the Texas Railroad Commission as an oil and gas
well operator, and is the operator for the Leases.
The Company has agreed to issue South Beach a
promissory note for $250,000, payable in 1 year at
10% interest. The Company will close the SPA at the
same time it closes the Agreement. The Fair Market
Value ("FMV") of the net assets of Curado at the time
of the transaction was $157,040. This generated an
amount of Goodwill of $92,960 which is reflected in
the consolidated financial statements. At the time
of the transaction, Michele Sheriff, who was a
director and Secretary of the Company, was also an
officer and the sole director of South Beach.
In October 2008, the Company and SBL entered into an
Accord and Satisfaction Agreement. Under the terms
of the Agreement, South Beach released the Company
from any further obligation under the parties'
$250,000 Promissory Note in exchange for an
assignment of the Company's interest in a (currently)
non-producing oil well, the Putnam M, located in
Throckmorton Co., Texas, and a surrender of any claim
to shares of Curado Energy Resources, Inc., the
Company's wholly-owned subsidiary, currently held by
South Beach under a Security Agreement. The Company
is advised that South Beach has exercised its rights
to these shares and requested re-registration
thereof.
On March 25, 2009 Summitt Oil & Gas, Inc. and Melissa
364 CR, Ltd. entered into a purchase and sale
agreement under which Summitt agreed to assign its
rights with respect to debt of $814,742 plus accrued
interest, and to sell 400,000 shares of restricted
stock to Melissa. The debt comprises the Secured
Convertible Note issued on January 5, 2007, in the
amount of $650,000, further advances of $164,742
(total $814,742) and accrued interest of
$136,346. South Beach Live is the General Partner of
Melissa.
On March 30, 2009, the Company entered into an
agreement with Cannex Therapeutics, LLC, a California
limited liability company, and its principal, medical
cannabis pioneer and entrepreneur Steven W. Kubby, to
acquire all of their interest in certain assets used
to conduct a cannabis research and development
business. The asset purchase agreement includes all
of Cannex' and Kubby's intellectual property rights,
formulas, patents, trademarks, client base, hardware
and software, including the website
www.phytiva.com. The Company and its largest
shareholder, K & D Equities, Inc., exchanged a total
of 10,600,000 shares of common stock for the assets
of Cannex; the Company issued 2,100,000 shares to
Cannex, and K & D transferred 8,500,000 shares to
Cannex and others.
NOTE 8 - COMMITMENTS AND CONTINGENCIES
A.Legal
The Company is periodically involved in legal actions
and claims that arise as a result of events that
occur in the normal course of operations. The Company
is not currently aware of any formal legal
proceedings or claims that the Company believes will
have, individually or in the aggregate, a material
adverse effect on the Company's consolidated
financial position or results of operations. (See
Note 12)
B.Operating Leases
The Company has a transitional corporate address at
6946 N Academy Blvd, Suite B #254 Colorado Springs CO
80918. This address is being used while the Company
completes negotiations for the corporate headquarters
and research lab of choice, in Colorado Springs, CO.
C.Liabilities
The Company had a collection notice for $87,183
related to legal billings in 2006 that had not been
booked. The amount was recorded in the third quarter
of 2007. The billings were related to acquisition
work that was never completed. The Company contends
that the agreement was not with Cannabis Science Inc.
but with a potential acquirer and therefore believes
that the accrual is not necessary.
15
On December 19, 2006, Empire Relations Group Inc.
("Empire") filed an arbitration claim against the
Company in connection with a consulting agreement
entered into by and between the Company and Empire on
September 28, 2006. An arbitration award in the
amount of $13,000 was issued against the Company on
March 9, 2007, which also provided for interest at
the rate of nine percent per annum, commencing 30
days after the date of the award and continuing until
paid in full. The amount has been accrued in the
accompanying financials.
Included in "Accounts payable" on the consolidated
balance sheet at September 30, 2009 and December 31,
2008, the Company has payables totaling $250,000 to
two former directors and one attorney that were
incurred in 2006 and 2005, respectively.
The attorney represented a former
related party when it was in
negotiations to acquire the Company in
2005. The Company's position is that
this is not its liability as it did
not contract the attorney and will
pursue a legal opinion in 2009 to
reverse the liability.
The former directors were awarded
severance agreements in June 2006
shortly before resigning from the
Company. The severance and other fees
totaled $81,250 for each director for
a total of $162,500. The severance
was not immediately paid and there has
been no correspondence concerning
payment since they resigned. The
states statute of limitations expires
in June 2010 and the Company, at that
time, will accordingly adjust the
liabilities to $0 if no demand is
received.
Included in "Accounts payable" on the consolidated
balance sheet at September 30, 2009 and December 31,
2008, the Company also has payables totaling $70,000
to various vendors incurred in 2005 through 2007.
There is $30,000 balance to a former
related party that has not been
resolved. This liability was incurred
in 2005 and there has been no
correspondence with the vendor since
the signing of the contract and unless
the vendor contacts the Company, we
will accordingly adjust the liability
to $0 in compliance with the state
statutes of limitations of four years,
in October of 2009.
There is $12,175 to a former
consultant that is unresolved. This
liability was incurred in 2005 and
there has been no correspondence with
the vendor since the liability was
incurred. In the event the vendor
does not contact the Company, we will
accordingly adjust the liability to $0
in compliance with the state statutes
of limitations of four years, in
December of 2009.
There is approximately $28,000 of
other smaller and aged payables that
the Company will also write-off in
future periods using the applicable
statute of limitations as a guide.
NOTE 9 - EXTINGUISHMENT OF DEBT
On March 21, 2008 the Board of Directors determined
that it was in the best interest of the Company and
its shareholders to void the contracts of two former
directors and extinguish the associated liability and
related accrued payroll taxes. The contracts
originated in 2006 and called for the issuance of
restricted common stock in the amount of
$5,000,000. During 2006 a liability for $5,000,000
and $1,285,651 of related accrued payroll taxes was
recorded. Accordingly, during the nine months ended
September 30, 2009, management has recorded a
nonrecurring gain in the amount of $6,285,651
relating to the extinguishment of the aforementioned
liabilities.
NOTE 10 - ASSET VALUATION
On March 30, 2009, the Company entered into an
agreement with Cannex Therapeutics, LLC, a California
limited liability company, and its principal, to
acquire all of their interest in certain assets used
to conduct a cannabis research and development
business. The asset appraisal to determine the value
to be assigned to the assets included in the
transaction is planned to be conducted by the end of
the first quarter of 2010 and therefore will require
amended disclosure pertaining to the assets of the
Company. The transaction, where 2,100,000 shares were
exchanged by the Company, was valued at $525,000
based on the price of the stock on March 30, 2009.
NOTE 11 - INTELLECTUAL PROPERTY
Intellectual property ("IP") of $524,000 is a result
of the transaction referenced in both Note 3 and Note
10 with Cannex Thereapeutics, LLC,
("Cannex"). Identified and estimated assets at the
time of this filing was $1,000 for the Company
website and the balance was allocated to
goodwill. Once the asset valuation referenced in
Note 10 is completed it is more than likely that this
balance will be adjusted.
NOTE 12 --SUBSEQUENT EVENTS
On November 11, 2009, the Company signed a Settlement
Agreement with K & D Equity Investments, Inc. ("K &
D"), which settled the legal claim K & D made against
the Company for breach of the non-dilution provision
of the Asset Purchase Agreement that provided
additional shares to K & D in the event the Company
sold shares below the price of $1.00 per share in the
twelve month period subsequent to the signing of the
Asset Purchase Agreement. Under the terms of the
Settlement Agreement (filed as an exhibit to this 10-
Q), the Company issued 900,000 shares of common stock
valued at $468,000 based on the average closing price
of its stock on November 11, 2009.
16
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
This report contains forward looking statements
within the meaning of Section 27A of the Securities
Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. The
Company's actual results could differ materially from
those set forth on the forward looking statements as
a result of the risks set forth in the Company's
filings with the Securities and Exchange Commission,
general economic conditions, and changes in the
assumptions used in making such forward looking
statements.
General
In Q4 of 2008, the Company terminated all its oil and
gas operations and relinquished all its rights to oil
and gas leases and working interests in oil and gas
wells in exchange for a release of debt. In Q1 of
2008, the Company acquired all of the assets of
Cannex Therapeutics, LLC from Cannex and Steven W.
Kubby, and committed to the research and development
of cannabis based medical products. The Company owns
intellectual property related to a whole cannabis
extract lozenge, which has demonstrated some efficacy
in non-blind informal testing. Other research
indictates that cannabis extracts available in non-
smoked forms, including lozenges and topical creams,
may have medicinal uses in treating a variety of
diseases, the symptoms of those diseases, and for
analgesic purposes.
The Company is committed to research and development
of cannabis extract medicines ("product") and intends
to pursue Independent New Drug certification,
possibly under the Orphan Drug Act, for such
treatments but faces two significant challenges in
accomplishing this business objective, namely
financing and government regulation.
The Company is undercapitalized, and will be reliant
on outside financing from sales of securities or
issuance of debt instruments. Management expects
many traditional lenders will be reluctant to provide
the Company with capital in light of its financial
condition and the nature of its expected business; so
that any financing activities will likely be
expensive and result in dilution to shareholders of
the Company. In this regard, it should be noted that
the Asset Acquisition Agreement among Cannex, the
Company and K & D Equity Investments, Inc. contains
non-dilution provisions that provided additional
shares to K & D in the event our shares are sold
privately for less than $1.00 per share. The Company
can make no representation that financing for its
business will be available, regardless of cost.
Furthermore, although cannabis has been used for
medicinal purposes for over 5,000 years, there is a
significant prejudice against development of smoked
cannabis medical products amongst the medical and law
enforcement communities. In spite of recent
statements by the current administration that
indicate a softening of these views, marijuana is
still classified as a controlled substance. The
Company can provide no assurances that it can develop
and market its intended product, or how long
government approval, if obtained, will take.
On April 27, 2009 Cannabis Science Inc. Reports on
Prospective Life Saving Treatments for H1N1 Swine Flu
and H5N1 Bird Flu in View of the Current Global
Threat. The Company's non-toxic lozenge has
properties that could alleviate many of the symptoms
and harmful effects of the H5N1 bird flu and H1N1
swine flu viruses.
On June 9, 2009 the Company announces it has received
U.S. Federal Government CAGE/NCAGE Code
Certification; CAGE/NCAGE Code: 5FZM9 was obtained
through Central Contracting Registration (CCR). The
CCR is the primary vendor database for the U.S.
Federal Government and is used as a government tool
for the Department of Homeland Security, Department
of Defense, NATO and NASA Agencies. Specifically the
Company received U.S. Federal Government
Classification for North American Industry
Classification System (NAICS) 541711 - Research and
Development in Biotechnology, 621511 - Medical
Laboratories, 624230 - Emergency and Other Relief
Services. The Company has also received U.S.
Government Classification for Standard Industrial
Classification (SIC) for 8731 - Commercial Physical
and Biological Research, enabling it to receive
government notifications and requests for services
under these classifications. With the Special Board
Resolution held on July 9, 2009 it was resolved with
the majority of the board of directors calling to
immediately remove and terminate all corporate
officer contracts with its President and CEO, Mr.
Steven W. Kubby, who had failed to conduct his duty
in the manner that is in compliance with his
fiduciary duties to preserve shareholders value and
corporate integrity. It has resolved that Dr. Robert
Melamede remains as a Director and has been appointed
to the positions of President, CEO and Secretary
effective immediately and continue the term until the
next annual general meeting. With the Special Board
Meeting held on July 10, 2009, the Board has received
and has accepted the resignation of Steven W. Kubby
as a member of the Board of Directors. July 20, 2009
the Company announced it is moving forward with its
preparations for a pre-IND meeting with the FDA,
which will provide guidance on the manufacturing,
non-clinical, and clinical development program for
Cannabis Science Drugs. As well the Company reports
intentions to move corporate headquarters to Colorado
Springs, Colorado. The Company has since moved its
Corporate Headquarters to Colorado Springs, CO.
The Company, on July 27, 2009, announced intentions
to apply to the FDA to utilize their Fast Track
Procedures to help speed the approval of its
Cannabinoid medicines in treatment of H1N1 Swine Flu.
In conjunction with its recent re-organization, the
company has begun discussions with the FDA as its
program moves forward to provide FDA approved
solutions for several critical illnesses. On August
6, 2009 the Company announced the creation of a
Scientific Advisory Board and that Dr. Mitch
Earleywine has accepted its invitation to become the
first member of its newly formed Scientific Advisory
Board. Dr. Earleywine is an Associate Professor of
Psychology at the State University of New York (SUNY)
at Albany. He has received numerous awards for his
excellence in teaching and research. Dr. Earleywine
has extensive experience in the areas of drug and
alcohol abuse, and has published 89 peer reviewed
scientific articles, many of which examine marijuana
use. Additionally, Dr. Earleywine has authored 5
books including "The Parents Guide to Marijuana." He
has professional affiliations with the Association
for the Advancement of Behavior Therapy, the Research
Society on Alcoholism Member; Dr. Earleywine is on
the Advisory Board of the National Organization for
the Reform of Marijuana Law (NORML) and is on the
Executive Board of the Marijuana Policy Project
(MPP).
On August 12, 2009 the company announced that it has
completed its review of the FDA licensing
requirements and has made key progress with mapping
out its initial cannabis drug medicines for FDA
clinical trials. The Company has determined it will
have more than one product in clinical testing and
trials at the same time. This news comes following
the identification of two distinct parallel paths in
developing pharmaceutical products for FDA approval.
The first being the highly publicized H1N1 Swine flu
and the deadly H1N5 Avian flu, and the second being a
newly formed initiative for Veterans who suffer from
Post Traumatic Stress Disorder (PTSD). Together with
these initiatives, Cannabis Science is laying a solid
foundation for entrance into the FDA and other
government regulatory agencies for developing
medicines for Influenza, PTSD and other ailments.
The Company's goal is not the legalization of
marijuana, but instead the development of FDA-
approved and legal non-smoked cannabis-based
medicines. The Company faces not only the
challenges of other business at an early stage of
development, but special problems arising from the
nature of its own business. Notwithstanding,
shareholders and prospective shareholders should
recognize that any investment in our Company is risky
and speculative, and could result in a total loss.
RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2009
The quarter ended September 30, 2009. Any reference
to the end of the fiscal quarter refers to the end of
the third calendar quarter for 2008 for the period
discussed herein.
REVENUE. Revenue for the three months ended
September 30, 2009, was $0 compared to $153,135 for
the period ended September 30, 2008. The decrease
is attributed to the oil properties acquired in 2007
and Curado Energy Resources, Inc., ("Curado")
acquired in June 2008, which were disposed of in
October 2008.
17
GROSS PROFIT. Gross profit for the three months
ended September 30, 2009, was $nil compared to
$153,135 for the period ended September 30, 2008.
The decrease in gross profit is due to the
disposition of lease properties and Curado Energy
Resources, as mentioned above, and the associated
lost revenue with these operations.
OPERATING EXPENSES. Total operating expenses, net of
depreciation expense of $100 and $100,
respectively, for the three months ended September
30, 2009 and 2008, were $930,135 compared to expenses
for the period ended September 30, 2008 of
$177,350. 2008 expenses include a one-time
nonrecurring gain of $6,285,651 due to the voiding of
former director contracts. The increase is due to
professional fees of $839,461; offset by reduced
Other G&A of $86,676 as there were no oil related
contract services and associated expenses in 2009.
It is anticipated the G&A costs will increase in
future periods as the Company sets up its
administration in support of R&D efforts.
NET INCOME (LOSS). Operating income for the three
months ended September 30, 2009 was ($930,235)
compared to ($24,315) for the period ended September
30, 2008. Net operating income for 2009 was impacted
by increased professional fees associated with the
issuance of common stock for services, along with
revenue impacts previously discusses (see REVENUE).
Employees
As of September 30, 2009, the Company had two
employees: its President/CEO and CFO.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Management carried out an evaluation of the
effectiveness of the design and operation of its
disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) as of
September 30, 2009. This evaluation was accomplished
under the supervision and with the participation of
the Company's chief executive officer / principal
executive officer, and chief financial officer /
principal financial officer whom concluded that the
Company's existing disclosure controls and procedures
are not effective to ensure that all material
information required to be filed in this quarterly
Form 10-Q has been made known to them.
For purposes of this section, the term disclosure
controls and procedures means controls and other
procedures of an issuer that are designed to ensure
that information required to be disclosed by the
issuer in the reports that it files or submits under
the Act (15 U.S.C. 78a et seg.) is recorded,
processed, summarized and reported, within the time
periods specified in the Commission's rules and
forms. Disclosure, controls and procedures include,
without limitation, controls and procedures designed
to ensure that information required to be disclosed
by in our reports filed under the Securities Exchange
Act of 1934, as amended (the "Act") is accumulated
and communicated to the issuer's management,
including its principal executive and principal
financial officers, or persons performing similar
functions, as appropriate to allow timely decisions
regarding required disclosure.
Based upon an evaluation conducted for the period
ended September 30, 2009, our Chief Executive and
Chief Financial Officer as of September 30, 2009 and
as of the date of this Report, have concluded that as
of the end of the periods covered by this report, we
have identified the following material weaknesses in
the Company's internal controls:
- Reliance upon independent financial reporting
consultants for review of critical accounting areas
and disclosures and material non-standard transactions.
-Lack of sufficient accounting staff, which
results in incomplete segregation of duties
necessary for a good system of internal controls.
18
In order to remedy the Company's existing internal
control deficiencies, as finances permit, it will
hire additional accounting staff and implement
further policies and procedures to address
segregation of duties.
Changes in Internal Controls over Financial Reporting
The Company has not yet made any changes in its
internal controls over financial reporting that
occurred during the period covered by this report on
Form 10-Q that has materially affected, or is
reasonably likely to materially affect, our internal
control over financial reporting.
19
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company became aware of a potential lawsuit that
was initiated by K & D Equity Investments, Inc. ("K &
D"), a shareholder of the Company and a party to the
Asset Purchase Agreement that the Company entered
into and disclosed on a Form 8-K filed with the SEC
on April 7, 2009 (the "Asset Purchase Agreement"). K
& D filed suit against Cannex Therapeutics, LLC,
another party to the Asset Purchase Agreement, two of
our directors and our transfer agent. K & D is
alleging fraud, breach of contract and is seeking
rescission of the Asset Purchase Agreement. On
November 11, 2009, the Company signed a Settlement
Agreement with K & D, which settled the legal claim K
& D made against the Company for breach of the non-
dilution provision of the Asset Purchase Agreement
that provided additional shares to K & D in the event
the Company sold shares below the price of $1.00 per
share in the twelve month period subsequent to the
signing of the Asset Purchase Agreement. Under the
terms of the Settlement Agreement (filed as an
exhibit to this 10-Q), the Company issued 900,000
shares of common stock valued at $468,000 based on
the average closing price of its stock on November
11, 2009.
Item 1A. RISK FACTORS.
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS.
The following sets forth certain information
regarding sales of equity securities that were either
not registered under the Securities Act or not
previously included in a Current Report on Form 8-K
during the three months ended September 30, 2009:
On August 26, 2009, the Company approved the private
placement of 2,005,000 shares of common stock, at a
price of $0.05 per share, for proceeds of $100,250.
On September 8, 2009, the Company approved the
private placement of 260,000 shares of common stock,
at a price of $0.17 per share, for proceeds of
$44,200.
The proceeds from the private placements will be used
for general working capital.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
No matter was submitted to a vote of our
shareholders, through the solicitation of proxies or
otherwise, during the quarter ended September 30,
2009.
ITEM 5. OTHER INFORMATION.
On November 11, 2009, the Company signed a Settlement
Agreement with K & D Equity Investments, Inc, which
resulted in the issuance of 900,000 shares of common
stock valued at $468,000. (see Item 1. Legal
Proceedings)
ITEM 6. EXHIBITS.
The following exhibits are filed with the Form 10-Q:
Exhibit Number / Name of Exhibit
4.1 Certificate of Designation - Series A
Preferred shares.
10.1 Settlement Agreement.
31.1 Certification of Chief Executive Officer,
pursuant to Rule 13a-14(a) of the Exchange Act, as
enacted by Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 Certification of Chief Financial Officer,
pursuant to Rule 13a-14(a) of the Exchange Act, as
enacted by Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 Certification of Chief Executive Officer
and Chief Financial Officer, pursuant to 18 United
States Code Section 1350, as enacted by Section 906
of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CANNABIS SCIENCE, INC.
(Registrant)
Date: November 19, 2009
By:
/s/ Dr. Robert Melamede
Dr. Robert Melamede
President and Chief Executive Officer
Date: November 19, 2009
By:
/s/ Richard Cowan
Richard Cowan
Treasurer and Chief Financial Officer
20
EXHIBIT 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Dr. Robert Melamede, certify that:
1. I have reviewed this quarterly report on Form 10-Q of CANNABIS
SCIENCE, INC.
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with
respect to the period covered by this amended quarterly report;
3. Intentionally omitted;
4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal
control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusion about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
d)
Disclosed in this report any change to the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an quarterly report) that has
materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting;
and
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a)
all significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b)
any fraud, whether or not material, that involves management or other
employees who have a significant role in the
registrant's internal control over financial reporting.
Date: November 19, 2009
/s/ Dr. Robert Melamede
Dr. Robert Melamede
President and Chief Executive Officer
EXHIBIT 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Richard Cowan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
CANNABIS SCIENCE, INC.
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with
respect to the period covered by this amended quarterly report;
3. Intentionally omitted;
4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal
control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusion about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
d)
Disclosed in this report any change to the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an quarterly report) that has
materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting;
and
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a)
all significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b)
any fraud, whether or not material, that involves management or
other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: November 19, 2009
/s/ Richard Cowan
Richard Cowan
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of CANNABIS SCIENCE, INC.
(the "Company") on Form 10-Q for the period ended September 30,
2009 as filed with the Securities and Exchange Commission (the
"Report"), each of the undersigned, in the capacities and on the dates
indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
1. the Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operation of the
Company.
Dated: November 19, 2009
/s/ Dr. Robert Melamede
Name: Dr. Robert Melamede
Title: Chief Executive Officer
Dated: November 19, 2009
/s/ Richard Cowan
Name: Richard Cowan
Title: Chief Financial Officer