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PART I   FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

CANNABIS SCIENCE, INC.
CONSOLIDATED BALANCE SHEEETS
June 30, 2015 and December 31, 2014
		June 30,2015		December 31,
		(unaudited)		2014
		$		$
ASSETS
Current Assets
Cash		2,504		10,061
Other Receivables		7,991		8,670
Prepaid expenses and deposits		144,050		97,626
Loans receivable, related party		22,706		50,000
Total current assets		177,251		166,357
Deposits (Note 7)		971,500		971,500
Equity method investee (Note 8)		236,469		243,969
TOTAL ASSETS		1,385,220		1,381,826
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable		253,843		153,094
Accrued Expenses, primary management fees (Note 4)		1,812,307		1,716,807
Advances from related parties (Note 4)		290,025		203,892
Management bonuses		300,000		300,000
Notes payable to stockholders (Note 5)		1,577,389		1,581,486
Total current liabilities and total liabilities		4,233,564		3,955,279
Commitments (Note 9)
Stockholders' Deficit
Series A Preferred Stock, $0.001 par value, 1,000,000 shares
authorized, 1,000,000 shares issued and outstanding at June 30,2015 and December 31, 2014		1,000		1,000
Common stock, $.001 par value, 1,500,000,000 shares authorized,
1,277,155,296 issued and outstanding as of June 30,2015 and 1,032,123,906 at December 31, 2014		1,277,155		1,032,124
Common stock, Class A, $.001 par value, 100,000,000  shares
authorized, none issued and outstanding as of June 30, 2015 and December 31, 2014		-		-
Prepaid consulting		(6,863,366)		(4,448,696)
Additional Paid-in capital, including 15,000,000 shares pending to be issued		122,642,096		110,256,424
Accumulated deficit		(119,799,721)		(109,393,306)
Cumulative exchange translation		(50,540)		(20,999)
Equity attributable to common shareholders		(2,793,376)		(2,573,453)
Non-controlling interest		(54,968)		-
Total stockholders' deficit		(2,848,344)		(2,573,453)
TOTAL LIABILTIES AND STOCKHOLDERS' DEFICIT		1,385,220		1,381,826
The accompanying notes are an integral part of these consolidated financial statements.

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CANNABIS SCIENCE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 and 2014
(UNAUDITED)
		For the three months				For the six months
		ended June 30,				ended June 30,
		2015		2014		2015		2014
		$		$		$		$
REVENUE		-		-		-		1,031
Operating Expenses
Investor relations		5,500		-		10,500		-
Professional Fees		578,668		27,870		603,708		42,345
Net loss on settlement of liabilites		(1,360,000)		-		(3,718,076)		(2,116,500)
Depreciation and Amortization		-		16,483		-		38,251
Research and Development		115,884		-		313,220		-
General and administrative		4,092,866		1,190,336		5,743,958		4,248,727
Total operating expenses		6,152,918		1,234,689		10,389,462		6,445,823
Net Operating Profit (Loss)		(6,152,918)		(1,234,689)		(10,389,462)		(6,444,792)
Other income (expense)
Interest expense, net		(280)		5		-		65
Impairment of goodwill		-		-		64,421		-
Debt refinance costs		-		-		-		833,000
Warrant expense		-		-		-		97,894
Unrealized gain (loss) on marketable common stock		41,250		(329,250)		(7,500)		(15,000)
Total other income (expense)		41,530		(329,255)		(71,921)		(945,959)
Net Loss		(6,111,388)		(1,563,944)		(10,461,383)		(7,390,751)
Less: Net loss attributable to non-controlling interest		(46,443)		-		(54,968)		-
Net loss attributable to common shareholders		(6,064,945)		(1,563,944)		(10,406,415)		(7,390,751)
Other Comprehensive Income
Foreign exchange translation adjustment		1,765		-		(29,541)		-
Total other comprehensive income		1,765		-		(29,541)		-
Comprehensive loss attributable to Cannabis Science, Inc.		(6,063,180)		(1,563,944)		(10,435,956)		(7,390,751)
Net loss per common share:
Basic and diluted		$            (0.00)		$        (0.00)		$            (0.01)		$       (0.01)
Weighted average number of common shares outstanding		1,238,910,988		837,554,785		1,177,391,731		773,430,315
The accompanying notes are an integral part of these consolidated financial statements.

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CANNABIS SCIENCE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2015 and 2014
(UNAUDITED)
		June 30, 2015		June 30, 2014
		$		$
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(10,461,383)		(7,390,751)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		-		38,251
Stock issued for services		6,027,129		3,909,250
Stock issued for the extension of debt		-		833,000
Warrant expense		-		97,894
Foreigh exchange adjustment		(29,541)		-
Loss on settlement of liabilities		(3,718,076	)	(2,116,500)
Loss on marketable securities		-		(15,000)
Equity investee, Endocan Corporation		(7,500)		-
Changes in operating assets and liabilities:
Other receivables		(679)		-
Prepaid expenses and deposits		46,424		10,068
Accounts payable		317,736		(23,755)
Accrued expenses, including management fees		95,500		228,736
CASH FLOWS USED IN OPERATING ACTIVITES		(370,728)		(185,943)
CASH FLOWS FROM INVESTING ACTIVITIES
Advance receivable, related parties		(6,321)		(24,022)
Repayment of advances receivable, related parties		33,615		-
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES		27,294		(24,022)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances from officer		-		447
Proceeds from notes payable-stockholders		85,877		-
Proceeds from sale of common stock		250,000		1,000,000
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		335,877		1,000,447
NET INCREASE (DECREASE) IN CASH		(7,557)		790,482
CASH, BEGINNING  OF PERIOD		10,061		943
CASH, END OF PERIOD		2,504		791,425
SUPPLEMENTAL CASH FLOW INFORMATION:
Common stock issued for service		8,441,800		3,572,760
Common stock issued for settlement of debt		3,938,904		2,146,000
Common stock issued for extension of debt		-		833,000
Warrant extension expense		-		97,894
Debt converted into common stock		220,828		29,500
Accounts payable and expenses paid through note payable, stockholder		130,854		13,500
Accounts payable and expenses paid through advances from related parties		86,133		-
The accompanying notes are an integral part of these consolidated financial statements.

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CANNABIS SCIENCE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Organization and General 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. 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.  On March 25, 2008 the Company changed its name to Gulf Onshore, Inc.  On April 7, 2009, the Company changed its name to Cannabis Science, Inc., and obtained a new CUSIP number.  On May 7, 2009 the Company common shares commenced trading under the new stock symbol OTCBB: CBIS.

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 formed two operating subsidiaries Cannabis Science BV and Cannabis Science International Holding BV in The Netherlands on May 10^th and May 6^th, 2013, respectively, to pursue business opportunities in Europe and worldwide.  There are currently minimal operations in the subsidiaries.  Mario Lap, director of the Company and director and officer of the EU subsidiaries operates and manages the subsidiaries.  Currently, Mario Lap is developing the Company’s business and operations in Netherlands and Spain along with products for commercial release.

On November 15, 2013, the Company submitted a patent application N2010968 in Europe entitled "Composition for the Treatment of Neurobehavioral Disorders."  The subject of the patent is development of cannabinoid-based formulations to treat a variety of neurobehavioral disorders, such as attention deficit hyperactivity disorder (ADHD), anxiety, and sleep disorders.  

On November 20, 2014, the Company signed an amendment to the license agreement with Apothecary Genetics Investments LLC.  Pursuant to the amendment, the Company is acquiring all property, building, and equipment of Apothecary.  The Company anticipates closing the purchase in fiscal 2015 once all assets are identified with supported fair market values and the transfer of land title is completed.

On February 20, 2015, the Company closed on the acquisition of additional 30.1% interest in Michigan Green Technologies LLC (“MGT”), bringing the Company’s ownership position to 50.1% controlling interest.  MGT is working on various Michigan initiatives with state government to legalize and commercialize medical cannabis business, as was done in Colorado, Washington State, and other U.S. states.  The Company recognized $51,367 in goodwill related to the MGT acquisition.

On May 27, 2015, the Company entered into a collaborative drug development deal with IGX Bio and its GenePro®, a DNA-based immunotherapeutic that recently received FDA IND approval to enter into human trials. The companies intend to develop a joint protocol to demonstrate potential synergistic effects of their respective drug candidates in HIV, as well as potential new drug candidates.  The collaboration between IGX Bio and the Company and will provide a scientific evaluation of GenePro® and CS-TATI-1 to demonstrate the enhanced potential of therapeutic vaccination and the anti-inflammatory effects of cannabinoids to deter disease progression in AIDS patients unable to control HIV replication.

B.  Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars.  The Company’s fiscal year end is December 31.

Interim Financial Reporting

While the information presented in the accompanying interim consolidated financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles in the United States of America ("GAAP").  These interim financial statements follow the same accounting policies and methods of application as used in the December 31, 2014 audited financial statements of the Company.  All adjustments are of a normal, recurring nature. Interim financial statements and the notes thereto do not contain all of the disclosures normally found in year-end audited financial statements and these Notes to Financial Statements are abbreviated and contain only certain disclosures related to the six month periods ended June 30, 2015 and 2014.  It is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2014 included in our Form 10-K, filed with the Securities Exchange Commission on April 21, 2015.  Operating results for the six months ended June 30, 2015 are not necessarily indicative of the results that can be expected for the year ending December 31, 2015.

The following subsidiaries and controlling interests are included with the consolidated financial statements of the Company for the six months ended June 30, 2015:

On May 6, 2013, the Company formed Cannabis Science International Holdings B.V. and on May 10, 2013, the Company formed Cannabis Science B.V. for the purpose of wholly-owned operating subsidiaries for the Company’s European and world-wide operations.  Minimal business and operating activities have commenced in the subsidiaries as of June 30, 2015.

On August 6, 2014, the Company signed a proposal letter with Michigan Green Technologies, LLC (“MGT”) to acquire an additional 30.1% equity in MGT that would increase the Company’s equity ownership to 50.1%.  As consideration for acquiring the additional 30.1% equity, the Company agreed to issue shares to the principals and shareholders of MGT.  

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On February 20, 2015, the Company formalized the August 6, 2014 proposal letter and closed on the acquisition of MGT.  As consideration for the additional 30.1% equity in MGT, increasing the Company’s ownership to a 50.1% controlling interest, the Company issued 1,200,000 shares of common stock with a fair market value of $60,000 to shareholders of MGT for services rendered pursuant to two-year consulting agreements. The Company closed on the acquisition of MGT on February 20, 2015.

On March 3, 2015, the Company entered into a 10-year management agreement with John Dalaly, principal of MGT, and issued 12,500,000 shares of common stock with a fair market value of $625,000 for services to be rendered related to the MGT business and operations.

For other accounting policies please refer to the Company’s Form 10-K with the SEC on file no. 000-28911 April 21, 2015.

The Company qualifies as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as we do not have more than $1,000,000,000 in annual gross revenue and did not have such amount as of December 31, 2014, our last fiscal year. We are electing to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

2.  GOING CONCERN

The accompanying consolidated 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 an accumulated deficit of $119,651,721 and had a stockholders’ deficit of $2,700,344 at June 30, 2015.

In view of the matters described, there is substantial doubt as to the Company's ability to continue as a going concern without a significant infusion of capital.  At June 30, 2015, the Company had insufficient operating revenues and cash flow to meet its financial obligations.  There can be no assurance that management will be successful in implementing its plans.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company raised $250,000 through a private sale of common stock in the six months ended June 30, 2015.  Notwithstanding, we anticipate that we will have to raise additional capital to fund research and development and operations over the next 12 months.  To the extent that we are required to raise additional funds to acquire research and growing facilities, and to cover costs of operations, we intend to do so through additional public or private offerings of debt or equity securities.  There are no commitments or arrangements for  other  offerings  in  place,  no  guaranties  that  any  such financings would be forthcoming,  or as to the terms of any such financings.  Any future financing may involve substantial dilution to existing investors.  We had been relying on our common stock to pay third parties for services that has resulted substantial dilution to existing investors.

3.  FAIR VALUE MEASUREMENTS AND DISCLOSURES

ASC Topic 820, Fair Value Measurement, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

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4.  RELATED PARTY TRANSACTIONS

At June 30, 2015, a total of $191,344 (December 31, 2014: $191,344) in loans payable was due to Bogat Family Trust, Raymond Dabney as trustee, and $0 to Raymond Dabney (December 31, 2013: $6,166).  The loan amounts due are non-interest bearing, unsecured and have no specified terms of repayment.  Raymond Dabney was appointed President/CEO signed a new management agreement on November 5, 2014 (see Note 10 Subsequent Events).

At June 30, 2015, the Company owes $15,055 (2014: $0) to MJR B.V. which is owned and controlled by Mario Lap director and director and officer of EU subsidiaries.  The loan is unsecured, non-interest bearing, and due upon demand.

On March 27, 2015, the Company’s CFO, Robert Kane, loaned Michigan Green Technologies LLC (“MGT”) $52,500 secured by a non-interest bearing promissory note due within 30 days of MGT liquidating shares in Cannabis Science, Inc. to repay the debt.  The loan is unsecured, non-interest bearing, and due upon demand.  As of February 20, 2015, the Company closed on its acquisition and now owns a majority 50.1% interest in MGT.   

At June 30, 2015, the Company held 7,500,000 common shares with a fair market value of $150,000 in Endocan Corporation (“EC”) representing approximately 8.6% of the issued and outstanding shares of EC.  The value of the shares at June 30, 2015 was determined to be $0.02 per share or $150,000 with the Company recording an unrealized loss of $7,500 for the six months ended June 30, 2015 and an unrealized loss of $15,000 for the six months ended June 30, 2014.  Robert Kane, CFO and director is also the CFO and a director of EC and Chad S. Johnson, Esq., COO, general counsel and a director is also a director and general counsel for EC.  Raymond C. Dabney is a controlling shareholder of both the Company and Endocan Corporation.

For the six months ended June 30, 2015, the following related party management fees and stock-based compensation was recorded:

Related Party	Position	Amount
Raymond Dabney1	CEO and Director	$         322,425
Dr. Richard Ogden	CSO	52,592
Robert Kane	CFO and Director	770,236
Chad S. Johnson, Esq.	COO, General Counsel, and Director	707,708
Mario Lap	Director	45,808
		$      1,898,769

 

¹Including compensation to entities beneficially owned/control by the related parties

See Note 8-Equity Transactions for details of stock issuances to director and officers for services rendered.

Raymond Dabney, CEO is a controlling shareholder and Chad S. Johnson, COO/General Legal Counsel of ImmunoClin Corporation (OTC: IMCL), respectively.  ImmunoClin performs laboratory services and pharmaceutical development for the Company through its wholly-owned subsidiary ImmunoClin Limited that operates a laboratory at the London Biosciences Centre.

Mario Lap, a director of the Company and director and officer its European subsidiaries, is conducting various business activities of the Company in Spain under his personal name and/or his personal holding company MLS Lap BV until such time as the Company is able to establish a Spanish subsidiary to conduct its own business operations and activities, including but not limited to: operating lease for farms, asset purchases, office and equipment, personnel employment and other business and operating activities as may be required from time-to-time.  The Company anticipates having the Spanish subsidiary setup in fiscal 2015 at which time Mario Lap under fiduciary duty will transfer all business operating activities, agreements, and assets to the Company.

The Company has signed a research and distribution agreement with Cannabis Science Research Foundation (CSRF) in which three of the board of directors is the executives of the Company

5.  NOTES PAYABLE

As at June 30, 2015, a total of $1,577,389 (December 31, 2014: $1,581,486) of notes payable are due to stockholders that are non-interest bearing and are due 12 months from the date of issue and loan origination beginning on May 30, 2012 through February 7, 2015. All promissory notes are unsecured.

$150,000 in promissory notes is due to Richard Cowan, former director and CFO of the Company.  On January 15, 2015, the Company entered into a debt settlement agreement and issued 15,000,000 shares of common stock on April 7, 2015 to settle the debt owed to Cowan.  All promissory notes are unsecured.

$130,855 in promissory notes is due to Stacey R. Lewis, stockholder of the Company. On August 20, 2015, the Company entered into a partial debt settlement agreement to retire $25,000 of the amount and issued 25,000,000 shares of common stock to partially settle the debt owed to Lewis.  All promissory notes are unsecured.

On February 20, 2015, the Company issued 30,828,080 shares of common stock pursuant to a debt settlement agreement with Intrinsic Capital Corp. to settle $30,828 in debt owing under December 31, 2013 note payable.

On April 29, 2015, the Company issued 40,000,000 shares of common stock pursuant to a debt settlement agreement with Intrinsic Capital Corp. to settle $40,000 in debt owing under December 31, 2013 note payable.

As of June 30, 2015, the Company is default on $1,340,156 in promissory notes due and is negotiating with the debtors to extend the due dates and/or settle the debt.

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6.  EQUITY TRANSACTIONS

The Company is authorized to issue 1,500,000,000 shares of common stock with a par value of $0.001 per share.  These shares have full voting rights.  There were 1,277,155,296 shares issued and outstanding as of June 30, 2015 with 15,000,000 shares pending to be issued as of June 30, 2015

The Company is also authorized to issue 100,000,000 shares of common stock, Class A with a par value of $0.001 per share.  These shares have 10 votes per share.  There were no shares issued and outstanding as of June 30, 2015.

The Company is also authorized to issue 1,000,000 shares of Series A preferred stock, with a par value of $0.001 per share.  These shares have full voting rights of 1,000 votes per share.  There were 1,000,000 shares issued and outstanding as of June 30, 2015.

During the six months ended June 30, 2015, the Company issued 144,203,310 shares of common stock for service under various executive and consulting agreements.

On January 15, 2015, the Company issued 15,000,000 shares of Rule 144 restricted common stock with a fair market value of $997,500 for settlement of $150,000 in liabilities for loss on settlement of $847,500.

On January 15, 2015, the Company sold 10,000,000 shares of Rule 144 restricted common stock with a fair market value of $250,000.

On February 20, 2015, the Company issued 30,828,080 common shares for settlement of $30,828 of stockholder debt with Intrinsic Capital Corp., for a loss on settlement of $1,510,576, from the stockholder notes payable originating on July 23, 2013 ($18,328), August 15, 2013 ($1,250), August 30, 2013 ($1,250), and September 9, 2013 ($10,000).

On March 27, 2015, the Company’s CFO, Robert Kane, loaned Michigan Green Technologies LLC $52,500 secured by a non-interest bearing promissory note due within 30 days of MGT liquidating shares in Cannabis Science, Inc. to repay the debt.  As of February 20, 2015, the Company closed on its acquisition and now owns a majority 50.1% interest in MGT.

On April 29, 2015, the Company issued 40,000,000 common shares for settlement of $40,000 of stockholder debt with Intrinsic Capital Corp., for a loss on settlement of $1,360,000, from the stockholder notes payable originating on December 31, 2013.

On May 21, 2015, the Company issued 5,000,000 shares of Rule 144 restricted common stock to IGX Bio, Inc. pursuant to the joint development agreement with the Company.

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Stock Options:

The following options were issued to Robert Kane, CFO and Director for services rendered under a September 16, 2011 agreement:

(i)

the option to purchase 100,000 common shares at ten cents ($0.10) per share;

(ii)

the option to purchase 100,000 common shares at twenty cents ($0.20) per share;

(iii)

the option to purchase 500,000 common shares at thirty five cents ($0.35) per share; and

(iv)

the option to purchase 1,000,000 common shares at fifty cents ($0.50) per share.

A summary of the status of the Company’s option grants as of June 30, 2015 and the changes during the period then ended is presented below:

				Weighted-Average
		Shares		Exercise Price
Outstanding December 31, 2014		1,700,000		$                  0.41
Granted		-
Exercised		-
Expired		-
Outstanding June 30, 2015		1,700,000		$                  0.41
Options exercisable at June 30, 2015		1,700,000		$                  0.41

These options expire on the date of termination of the management agreement and services thereunder with Robert Kane. The weighted average fair value at date of grant for options during six months ended June 30, 2015 was estimated using the Black-Scholes option valuation model with the following:

Average expected life in years		2
Average risk-free interest rate		2%
Average volatility		75%
Dividend yield		0%

 7.  DEPOSITS

On February 9, 2012, the Company signed a license agreement with Apothecary to produce several Cannabis Science Brand Formulations for the California medical cannabis market. As well, Apothecary will provide research and development facilities with full circle operations including a California laboratory facility for internal research and development, along with 16 unique genetic strains specifically generated and maintained by a cancer survivor who recognizes the importance of proper growth and breeding in addition to investing $250,000 in research and development in the first 24 months.  

Apothecary failed to meet several contract provisions including investing $250,000 in R&D, setting up a laboratory facility, and reporting and remitting license fees owing to the Company.  On November 20, 2014, the Company signed an amendment to the license agreement.  Pursuant to the amendment, the Company is acquiring all property, building, and equipment of Apothecary in exchange for 14,500,000 Rule 144 restricted stock with a fair market value of $971,500.  The Company recorded an equivalent deposit for the year ended December 31, 2014 until the acquisition of assets closes, which is anticipated during fiscal 2015 once all assets are identified with supported fair market values and the transfer of land title is completed.

8.  EQUITY METHOD INVESTEE

On November 5, 2014, the Company accounted for its investment and loans in Endocan Corporation using the equity method pursuant to ASC 323 – Investments – Equity Method and Joint Ventures.  In accordance with ASC 323, when the Company does not have a controlling financial interest in an entity but exerts significant influence over the entity’s operating and financial policies, the Company accounts for its investment in accordance with the equity method of accounting. This generally applies to cases in which the Company owns a voting or economic interest of between 20 and 50 percent.

The accounting using the equity method is in conjunction with appointment of Raymond Dabney as CEO and director of the Company on November 5, 2014, in addition to Mr. Dabney being a controlling shareholder of the Company since September 2009 and a controlling shareholder of Endocan Corporation since June 2013.  Therefore, the Company was deemed to have significant influence and control of Endocan Corporation.

On November 5, 2014, the Company recorded $247,500 in marketable securities and $86,469 in loans to Endocan Corporation to its equity method investee account in accordance with ASC 323.  

An impairment of $7,500 on the equity method investee account was recognized for the six months ended June 30, 2015 and an impairment of $90,000 was recognized for the year ended December 31, 2014 due to the non-temporary decline in the value of Endocan marketable securities.

9.  COMMITMENTS

The Company has lease commitments for its European operations under private companies MLS Lap B.V. and MJR B.V. owned and controlled by Mario Lap, director and director and officer of EU subsidiaries.  Negotiations are ongoing in regards to preparing finalized agreements.

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10.  SUBSEQUENT EVENTS

On July 16, 2015, the Company issued a total of 10,000,000 common shares to executives and various consultants pursuant to existing contracts.

On September 2, 2015, the Company increased the number of authorized shares of common stock from 1,500,000,000 to 3,000,000,000.

On September 2, 2015, the Company approved dividend paid in the form of common stocks and warrants.

On August 20, 2015, the Company entered into a partial debt settlement agreement to retire $25,000 of the amount and issued 25,000,000 shares of common stock to partially settle the debt owed to Lewis.  

On July 16, 2015 Cannabis Science announced guidance in regards to its State-by-State initiatives, including its new product releases.  On the forefront are the California new product releases. The Company has signed a research and distribution agreement with Cannabis Science Research Foundation (CSRF). The CSRF will be responsible for the release and distribution of the CBIS products for its initial State-by-State initiatives in California. The CSRF distribution agreement is due to the committed focus CBIS has on its federal drug development program. As a result of this new agreement with CSRF the Cannabis Science Patient Access Center will be moved to the CSRF website as well.

On July 17, 2015 Cannabis Science announced a key member of its scientific advisory board, Harold C. Smith, Ph.D., Professor in Biochemistry, Biophysics, and Oncology and the Center for RNA Biology at the University of Rochester, School of Dentistry and Medicine, have prepared the blueprint for establishing basic science exploration and explanation for medicinal benefits associated with cannabinoid products. The goal will be evaluate, through scientific proven methods, cellular responses to cannabinoids that can be correlated and eventually directly ascribed as the 'drug-targets'.

On July 23, 2015 Cannabis Science announced the addition of Mark Wainberg, Ph.D., Director of the McGill University AIDS Centre at the Montreal Jewish General Hospital and Professor of Medicine and of Microbiology at McGill University.

On July 29, 2015 Cannabis Science announced the addition of Dr. Gary Blick, MD to their Scientific Advisory Board. The Company is currently focused on the development of novel therapies to treat HIV and HIV-related Kaposi Sarcoma with its CS-TATI-1 preclinical drug in development by utilizing Cannabinoid based formulations.

On August 10, 2015 Cannabis Science announced that the initial California products have been released through their agreement with the Cannabis Science Research Foundation. The initial release is for test marketing, and results will be used for additional large-scale rollouts. The CBIS Brand is being sold in multiple locations in California; there are currently at least three or four public and private dispensaries to acquire the products.  The website will be updated on a weekly basis as more California locations and more diverse CBIS Products come online. Current Public locations that CBIS California Products can be found are:  Hidden Leaf Organics 5009 Melrose Ave.  Los Angeles, CA 90038   323.822.5135 and Cannacanhelp Inc (Formerly CCIC) 6614 Ave 304 Goshen, CA 93227.

Common shares reconciliation table:

Issued and outstanding as of June 30, 2015		1,277,155,296
Pending to be issued		15,000,000
Subsequent event issuances		10,000,000
Unissued and outstanding as of October 8, 2015		1,302,155,296

 

F-9

This Interim Report on Form 10-Q contains forward-looking statements that have been made pursuant to the provisions of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995 and concern matters that involve risks and uncertainties that could cause actual results to differ materially from historical results or from those projected in the forward-looking statements.  Discussions containing forward-looking statements may be found in the material set forth under “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Form 10-Q. Words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or similar words are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this Report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this Interim Report on Form 10-Q.  We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations.

Readers should carefully review and consider the various disclosures made by us in this Report, set forth in detail in Part I, under the heading “Risk Factors,” as well as those additional risks described in other documents we file from time to time with the Securities and Exchange Commission, which attempt to advise interested parties of the risks, uncertainties, and other factors that affect our business.  We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events.  You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report.  These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Overview of the Company’s Business

Cannabis Science, Inc. (formerly Gulf Onshore, 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.  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.  On March 25, 2008 the Company changed its name to Gulf Onshore, Inc.  On April 7, 2009, the Company changed its name to Cannabis Science, Inc.

Cannabis Science, Inc. is at the forefront of medical cannabis 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.  

Cannabis Science, Inc., takes advantage of its unique understanding of metabolic processes to provide novel treatment approaches to a number of illnesses for which current treatments and understanding remain unsatisfactory.  The Company works with leading experts in drug development, medicinal characterization, and clinical research to develop, produce, and commercialize novel therapeutic approaches for the treatment for illnesses caused by infections as well as for age-related illness. Our initial focus is on skin cancers and neurological conditions.

Cannabis Science, Inc. takes advantage of its unique understanding of metabolic processes to provide innovative treatment options for unmet medical needs.

Cannabis use has an extensive history dating back thousands of years, and currently there are thousands of peer-reviewed scientific publications that document the underlying biochemical pathways that cannabinoids modulate.

At Cannabis Science, we use an inquiring approach to discover and develop novel cannabinoid-based therapies to improve patients’ lives. From the initiation, our founders have been committed to fostering and maintaining a bold, pioneering spirit fostering the true nature of innovation from which cutting edge ideas flourish and translate into evidence-based solutions.

We are dedicated to working closely with local, national and international regulatory agencies to provide access to high quality, first class cannabinoid pharmaceuticals to those critically in need of new treatments for life threatening and debilitating conditions. Cannabis Science’s clinical trial material comes from the cultivation and production facilities that are GMP compliant, surpassing high quality standard industrial and food processing requirements.

The Company works with leading experts in drug development, medicinal characterization, and clinical research to develop, produce, and commercialize novel therapeutic approaches for the treatment of multiple critical ailments from cancer and infections to age-related illnesses.

Our products, broadly described, are medical cannabinoid formulations developed from one or more of the cannabinoid compounds found in the cannabis plant. Our immediate focus is to treat one of the most important diseases in the world, cancer.

CS-S/BCC1 is in preparation to enter phase I clinical trials within one to two year. This product is formulated for topical administration to be tested in phase I study, with an indication for skin cancer.  

CS-TATI1 is in preclinical development with the indication for infectious disease.  Consistent with data published in March by researchers at the Mount Sinai School of Medicine found that cannabinoids inhibit TAT induced migration to TAT via cannabinoid 2 receptors (CB2) which has potential applications in HIV and other infectious diseases.

In November 2013, Cannabis Science submitted patent application N2010968 in Europe entitled "Composition for the Treatment of Neurobehavioral Disorders."  The subject of the patent is development of cannabinoid-based formulations to treat a variety of neurobehavioral disorders, such as attention deficit hyperactivity disorder (ADHD) and anxiety. The first formulation in the series of neurobehavioral disorder-targeted products is the pre-clinical development and use of the invention in food products through a licensing agreement with a strategic partner and related company, OmniCanna Health Solutions, Inc.   And Cannabis Science will move forward at the same time with pharmaceutical grade product development.

Cannabis plants have extensive history of medical and agricultural use dating back thousands of years.

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To date hundreds of natural constituents covering several chemical classes have been isolated and identified from the Cannabis plant.

Some key phytocannabinoids are:

·

tetrahydrocannabinol (THC)

·

cannabidiol (CBD)

·

cannabigerol (CBG)

·

cannabichromene (CBC)

·

cannabinol (CBN)

These cannabinoids belong to the chemical class of terpenophenolics, of which 85 have been uniquely identified in cannabis, including the most psychoactive cannabinoid, THC.   

Some applications of cannabinoids have been well established in peer-reviewed literature such as for alleviating nausea and stimulating the appetite for people with AIDS and cancer. Other well-known uses include easing chronic pain and reducing muscle spasms associated with multiple sclerosis and spinal cord injuries.

The pharmacology of THC has been widely studied, while many other identified cannabinoids are still poorly characterized pharmacologically and biologically, with new activities for cannabinoids consistently being discovered.

Cannabis Science is developing novel cannabis based approaches to treat the world’s most deadly illnesses. We learn from patients about the healing properties of cannabis medicines. Our immediate focus is the development of cutting edge cancer treatments.

The Company’s future endeavors include infectious illnesses, neurobehavioral disorders including attention deficit disorder, post-traumatic stress disorder; and an application of the anti-inflammatory activities of cannabis in the management of age-related illnesses.

The endocannabinoid system possessed by all vertebrates regulates all body systems and maintains homeostasis. As such, the mechanisms of phytocannabinoids’ biological impact are multidimensional.

While concentrating on our core activities of discovering and developing treatments that will make a meaningful difference in patients’ lives,  we remain mindful that we have other responsibilities to the clinicians who utilize our drugs, health authorities around the world, our shareholders, our employees, and the communities in which we live and work.  We continually strive to improve our corporate responsibility standards and activities, implementing comprehensive ethical standards and undertaking patient and community progressive initiatives.

These principles reflect the mission of Cannabis Science to provide innovative therapeutics for unmet medical needs.

As the industry leader, Cannabis Science consults and leads other emerging businesses that Cannabis Science believes has a preferred business model, one which will mature into a key business model in the future.   Our consulting is on the entire "seed to sale" process with a focus on bio-pharmaceutical development.

Cannabis Science is one of the longest standing companies in the cannabis business.   

We feel that the correct way is to look at the industry from a bio-pharmaceutical standpoint, in a manner that allows cannabinoid-based products to modulate the endocannabinoid system to treat multiple conditions.    

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’s 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.  

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, 2010, 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 OTC: CBIS.

The Company formed two operating subsidiaries Cannabis Science BV and Cannabis Science International Holding BV in The Netherlands on May 10^th and May 6^th, 2013, respectively, to pursue business opportunities in Europe and worldwide. 

There are minimal operating activities in the subsidiaries as of June 30, 2015.  Mario Lap, a director of the Company and director and officer its European subsidiaries, is conducting various business activities of the Company in Spain under his personal name and/or his personal holding companies MLS Lap B.V. and MJR B.V. until such time as the Company is able to establish a Spanish subsidiary to conduct its own business operations and activities, including but not limited to: operating lease for farms, asset purchases, office and equipment, personnel employment and other business and operating activities as may be required from time-to-time.  

On August 6, 2014, the Company signed a proposal letter with Michigan Green Technologies, LLC (“MGT”) to acquire an additional 30.1% equity in MGT that would increase the Company’s equity ownership to 50.1%.  As consideration for acquiring the additional 30.1% equity, the Company has agreed to issue a total of twenty million (20,000,000) shares to the principals and shareholders of MGT over 12 months (see Form 8-K with the SEC on file no. 000-28911 August 8, 2014).  The August 6, 2014 offer to purchase an additional 30.1% equity in MGT is on hold until the litigation is resolved.

The Company is working on several business acquisition and development projects to increase business and revenue generation in 2014 and beyond, including but not limited to: product licensing and royalty agreements, private label hemp product line, consulting, and other strategic acquisitions to support product development, production, and distribution of newly acquire or manufactured cannabis and hemp based products.  There can be no assurance that these will be successful in generating revenues in 2014.

Liquidity

The Company has a working capital deficit of $4,056,313 as of June 30, 2015 compared to a working capital deficit of $3,788,922 for the year ended December 31, 2014.  There are insufficient liquid assets to meet current liabilities or sustain operations through 2015 and beyond and the Company must raise additional capital to cover the working capital deficit.  Management is working on plans to raise additional capital through private placements and lending facilities.  The Company currently is relying on existing cash and loans from stockholders to meet its obligations and sustain operations.

The Company has promissory note payment commitments of $1,340,156 due to stockholders and currently in default.  The Company is negotiating with the debtors to extend the notes payable.

Contractual Obligations

The Company has various commitments under consulting contracts, debt settlement, licensing agreements, laboratory services agreement, joint development, and joint venture agreement.

4

Capital Resources

On January 15, 2015, the Company sold 10,000,000 units at $0.25 per unit. Each unit is comprised of one share of common stock and one non-transferable warrant with each one warrant to purchase one share of the Company’s common stock at an exercise price of $0.50. The warrants shall expire 2 years from the date of issuance of the warrant certificate (collectively “Offered Units”).  Gross proceeds of $250,000 were received by the Company under the offering on January 27, 2015.

The Company has additional capital resource requirements for personnel, supplies, laboratory and scientific equipment of approximately $1,250,000 over the next 12 months.  These capital disbursements are dependent on management’s successful raising of capital through private placements and/or lending facilities.

The Company is not currently in good short-term financial standing.  We anticipate that we may only generate limited revenues in the near future and we will not have enough positive internal operating cash flow until we can generate substantial revenues, which may take the next two years to fully realize.  There is no assurance we will achieve profitable operations.  We have historically financed our operations primarily by cash flows generated from the sale of our equity securities and through cash infusions from officers and outside investors in exchange for debt and/or common stock.

Results of Operations

For the six months ended June 30, 2015 (“2015”) as compared to the prior year six months ended June 30, 2014 (“2014”):

The Company had no revenues for the 2015 compared to $1,031 for 2014.  This decrease in revenue is due to a decrease in license revenue from Apothecary Genetics Investments LLC (“AGI”) for 2015 to 2014.  The Company is currently working on finalizing the acquisition of properties, assets, and operations from AGI to increase revenues under the license agreement.

Net loss on settlement of debt increased by $1,601,576 to $ 3,718,076 for the six months ended June 30, 2015 compared to $2,116,500 for the six months ended June 30, 2014.  This increase is due to the higher share price of the Company’s stock and relative loss related to settling debt at a lower share price.

General and administrative expenses increased by $1,495,231 to $5,743,958 for the six months ended June 30, 2015 compared to $4,248,727 for the six months ended June 30, 2014.  This increase is due to increased stock compensation expense pursuant to management consulting and bonus agreements.

The Company is working on several business development projects to generate revenues, including: signing a new license agreement with Apothecary Genetics Investments LLC that will generate increased license and royalty revenue, a hemp product line, and other strategic acquisitions to support product development, production, and distribution of newly acquire or manufactured cannabis and hemp based products.  The Company’s drug development with the pending joint venture with Unistraw is also ongoing through its laboratory services agreement with ImmunoClin Limited in London, UK.  In addition, the Company signed an agreement with Equi-Pharma for the commercialization of pet products for distribution in California.  Notwithstanding, there can be no assurance that these will be successful in generating revenues in 2015.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were not effective.

There were no changes in our internal controls or in other factors during the last fiscal quarter covered by this report that have materially affected, or are likely to materially affect the Company’s internal controls over financial reporting.

5

PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 1A.  RISK FACTORS

Not applicable.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the six months ended June 30, 2015, we have issued securities using exemptions available under the Securities Act of 1933:

As set out below, we have issued securities in exchange for private placements, services and for debt:

On January 1, 2015, the Company issued 2,726,000 shares of S8 registered common stock with a fair market value of $$158,926 to Dr. Dorothy Bray, former CEO, for services under November 5, 2014 agreement.

On January 1, 2015, the Company issued 2,726,000 shares of S8 registered common stock with a fair market value of $$158,926 to Raymond Dabney, CEO, for services under November 5, 2014 agreement.

On January 1, 2015, the Company issued 4,318,000 shares S8 registered free-trading common stock with a fair market value of $30,000  to Chad S. Johnson, COO/General for services under November 25, 2014 agreement.

On January 1, 2015, the Company effectively issued 5,000,000 Rule 144 restricted shares of common stock with a fair market value of $349,500 to two consultant for services under 2014 agreements.

On January 1, 2015, the Company issued 6,000,000 Rule 144 restricted shares of common stock to Intrinsic Venture Corp. for settlement of $300,000 of accounts payable, for a loss on settlement of $119,400.

On January 1, 2015, the Company issued 5,000,000 Rule 144 restricted shares of common stock with a fair market value of $349,500 to Chad S. Johnson, COO/General Legal Counsel for services under a November 25, 2014 management agreement.

On January 1, 2015, the Company entered into an agreement and issued 545,000 shares of S8 registered free-trading common stock with a fair market value of $29,485 to a consultant for services.

On January 15, 2015, the Company entered into an agreement and issued 15,000,000 shares of Rule 144 restricted common stock with a fair market value of $997,500 to Richard Cowan, former CFO for services.

On January 15, 2015, the Company issued 10,000,000 shares of common stock to an accredited investor at $0.25 under a private placement.  Gross proceeds of $250,000 were received by the Company.

On January 15, 2015, the Company issued 15,000,000 shares of Rule 144 restricted common stock with a fair market value of $997,500 for settlement of $150,000 in liabilities for loss on settlement of $847,500.

On January 18, 2015, Mario Lap, the Company’s director and director and officer of EU subsidiaries, loaned $4,031 to Cannabis Science BV a wholly-owned subsidiary of the Company.

On January 26, 2015, the Company issued 5,000,000 shares of Rule 144 restricted common stock with a fair market and 8,240,310 shares of S8 registered free-trading common stock with a fair market value of to Robert Kane, CFO for services pursuant to an agreement entered into on January 19, 2015, effective on January 20, 2015.

On January 29, 2015, the Company paid $120,000 in cash to Old West Entertainment Corp. as instructed by Raymond Dabney, CEO, as payment of management fees owing to Mr. Dabney.

On February 20, 2015, the Company issued 30,828,080 common shares for settlement of $30,828 of stockholder debt with Intrinsic Capital Corp., for a loss on settlement of $1,510,576, from the stockholder notes payable originating on July 23, 2013 ($18,328), August 15, 2013 ($1,250), August 30, 2013 ($1,250), and September 9, 2013 ($10,000).

On February 20, the Company entered into an agreement and issued 300,000 shares of Rule 144 restricted common stock with a fair market value of $15,000 to each of four consultants to services in conjunction with the MGT acquisition.

On March 3, 2015, the Company entered into an agreement and issued 5,000,000 shares of S8 registered free-trading common stock and 7,500,000 shares of Rule 144 restricted common stock with a fair market value of $625,000 to John Dalaly, President of MGT for services in conjunction with the MGT acquisition.

On March 16, 2015, the Company entered into an agreement and issued 2,500,000 shares of Rule 144 restricted common stock and 2,500,000 shares of S8 registered common stock with a fair market value of $255,000 to each of two consultants.

On March 16, 2015, the Company entered into an agreement and issued 5,000,000 shares of Rule 144 restricted common stock and 2,500,000 shares of S8 registered common stock with a fair market value of $382,500 to a consultant for services.

On March 16, 2015, the Company entered into an agreement and effectively issued 1,000,000 shares of S8 registered free-trading common stock with a fair market value of $51,000 to a consultant for services.

On March 26, 2015, the Company entered into an agreement and effectively issued 5,000,000 shares of S8 registered free-trading common stock with a fair market value of $222,500 to a consultant for services.

On March 26, 2015, the Company entered into an agreement and effectively issued 3,000,000 shares of S8 registered free-trading common stock with a fair market value of $133,500 to a consultant for services.

On March 26, 2015, the Company entered into an agreement and effectively issued 2,500,000 shares of Rule 144 restricted common stock with a fair market value of $111,250 in addition to 2,500,000 stock options exercisable at $0.04 per share to a consultant for investor relations services.

On March 27, 2015, the Company’s CFO, Robert Kane, loaned Michigan Green Technologies LLC $52,500 secured by a non-interest bearing promissory note due within 30 days of MGT liquidating shares in Cannabis Science, Inc. to repay the debt.  As of February 20, 2015, the Company closed on its acquisition and now owns a majority 50.1% interest in MGT.

6

On April 30, 2015, the company issued Dr. Dorothy Bray 5,000,000 shares of s8 registered free-trading common stock with a fair market value of $220,000 based on the existing agreement.

On April 30, 2015, the company issued Robert Kane 10,000,000 shares of 144 restricted registered common stock with a fair market value of $348,000 based on the existing agreement.  

On April 30, 2015, company issued Chad S. Johnson 10,000,000 shares of s8 registered free-trading common stock with a fair market value of $348,000 based on the existing agreement.

On April 30, 2015, the company issued Roger James Agajanian 2,500,000 shares of s8 registered free-trading common stock with a fair market value of $95,000 based on the existing agreement.

On April 30, 2015, the company issued Drue Young 5,000,000 shares of s8 registered free-trading common stock with a fair market value of $175,000 based on the existing agreement.

On April 30, 2015, the company issued Ufuoma Otu 1,000,000 shares of s8 registered free-trading common stock with a fair market value of $51,000 based on the existing agreement.

On April 30, 2015 the company issued Derwin Wallace 2,500,000 shares of 144 restricted common stock with a fair market value of $111,250 based on the existing agreement.

On April 30, 2015 the company issued Greta Gaines 1,500,000 shares of s8 registered free-trading common stock with a fair market value of $76,500 based on the existing agreement.

On April 30, 2015 the company issued Greta Gaines 1,000,000 shares of 144 restricted common stock with a fair market value of $51,000 based on the existing agreement.

On April 30, 2015 the company issued Soukitna Soeung 3,000,000 shares of s8 registered free-trading common stock with a fair market value of $133,500 based on the existing agreement.

On April 30, 2015 the company issued John Dalaly 3,500,000 shares of s8 registered free-trading common stock with a fair market value of $175,000 based on the existing agreement.

On April 30, 2015 the company issued Mariel Selbowitz 948,000 shares of s8 registered free-trading common stock with a fair market value of $41,712 based on the existing agreement.

On April 30, 2015 the company issued Mark Hoogstad 5,000,000 shares of s8 registered free-trading common stock with a fair market value of $225,000 based on the existing agreement.

On April 30, 2015 the company issued Kemp Hoogstad B.V 5,000,000 shares of 144 restricted common stock with a fair market value of $222,500 based on the existing agreement.

On April 30, 2015 the company issued American Education Legal Group LLC 5,000,000 shares of 144 restricted common stock with a fair market value of $168,000 based on the existing agreement.

On April 30, 2015 the company issued Intrinsic Capital Corp. 40,000,000 shares of free-trading debt stock with a fair market value of $1,400,000 based on the existing agreement.

On April 30, 2015 the company Cohen Grass Roots Research Inc, 3,500,000 shares of s8 registered free-trading common stock with a fair market value of $169,050 based on the existing agreement.

On May 4, 2015 the company issued IGX Bio, Inc. 5,000,000 shares of 144 restricted common stock with a fair market value of $148,000 based on the existing agreement.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

N/A

ITEM 5.  OTHER INFORMATION

See Financial Statement Notes 4 and 6 in regards to stock compensation for officers and directors.

7

ITEM 6.  EXHIBITS

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.

8