On June 1, 2012, the Company signed a Share Purchase Agreement to acquire
Goldsmith Health Care, Ltd. ("GHC"), a Nevada company. GHC operates TrimCare
(www.trimcare.com), a health care facility which specializes in weight-loss
programs, cosmetic procedures, nutritional supplements, hormone replacement
therapy, along with other therapeutic treatments. The Company paid GHC $155,000
and 5,000,000 common shares, including $5,000 for the first month's license fees
as consideration for the purchase. Total consideration, including the fair
market value of shares issued for the acquisition of GHC is $457,500. Other
monthly consideration is due if additional locations are opened under the
TrimCare brand. On July 31, 2012, Cannabis Science, Inc. filed a lawsuit
against Ivan Goldsmith, M.D., Mona Dever-Goldsmith, and a Nevada professional
corporation, Goldsmith Health Care, Ltd. (collectively, "Defendants").
Goldsmith Health Care, Ltd. currently operates under the trade name TrimCare.
This action arises out of a failure of the parties to consummate a transaction
which was memorialized through the executed share purchase agreement signed on
June 1, 2012. Despite the Company's transferring of the necessary purchase price
(a combination of $150,000 and 5,000,000 shares of stock in the Company), Dr.
Ivan Goldsmith and his company refused to consummate the transaction. The
lawsuit seeks compensatory and consequential damages, as well as injunctive and
declaratory relief. The lawsuit further seeks punitive damages against Mrs.
Dever-Goldsmith for the intentional interference of a third party contract. The
Company and Defendants entered into a legal court settlement on October 10,
2012. Under the settlement, the Company agreed to drop all actions against the
parties and the Company and Goldsmith agreed to unwind the acquisition
transaction, including Dr. Goldsmith returning all monies and stock issued to
him and GHC.
On July 27, 2012, the Company entered into a Joint Venture Operating Agreement
("JV") with Dupetit Natural Products GmbH ("DNPG"). Under the Agreement the
Company is entitled to 90% of net operating profits of the JV. The Company
issued 5,000,000 common shares with a fair market value of $260,000 to the
principal of DNPG as consideration for the provision of dozens of hemp and
cannabis based products. DNPG currently distributes and sells products
throughout Europe. On December 12, 2012 the Company sold its interest in the JV
to the X-Change Corporation for 5,000,000 common shares with a fair market value
On September 10, 2012, the Company entered into a Joint Venture Operating
Agreement ("JV") with Wolastokwik NeGoot-Gook, Maliseet Nation at Tobique
("WNGM") and George Kattar. Under the JV, the Company is entitled to 25% of net
operating profits from the JV, which will be focused on establishing a clinical
laboratory, medicine production facility and treatment center on WNGM provided
land and facilities at the Maliseet Nation. As consideration for the JV, the
Company is issuing 1 million common shares to WNGM and Mr. Kattar. The shares
were issued on November 15, 2012.