Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 18, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | PLAYERS NETWORK | |
Entity Central Index Key | 1,037,131 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 563,870,813 | |
Trading Symbol | PNTV | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 62,774 | $ 145,119 |
Other current assets | 125,292 | 85,150 |
Inventory | 259,819 | |
Total current assets | 447,885 | 230,269 |
Fixed assets, net | 421,361 | 29,128 |
Construction in progress | 239,220 | |
Total Assets | 869,246 | 498,617 |
Current liabilities: | ||
Accounts payable | 333,044 | 298,861 |
Accrued expenses | 366,219 | 293,418 |
Deferred rent obligations | 23,840 | 15,656 |
Settlements payable | 70,000 | |
Convertible debentures, net of discounts of $199,340 and $241,634 at June 30, 2017 and December 31, 2016, respectively | 70,660 | 58,366 |
Short term debt, net of discounts of $154,635 and $60 at June 30, 2017 and December 31, 2016, respectively | 393,365 | 142,940 |
Derivative liabilities | 2,520,799 | 482,674 |
Total current liabilities | 3,707,927 | 1,361,915 |
Long term debt, net of discounts of $655,672 and $885,271 at June 30, 2017 and December 31, 2016, respectively | 269,328 | 39,729 |
Total Liabilities | 3,977,255 | 1,401,644 |
Stockholders' (Deficit): | ||
Common stock, $0.001 par value, 1,200,000,000 shares authorized; 559,915,813 and 524,394,239 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 559,916 | 524,394 |
Additional paid-in capital | 30,903,449 | 29,463,343 |
Subscriptions payable, consisting of -0- and 1,000,000 shares at June 30, 2017 and December 31, 2016, respectively | 11,400 | |
Accumulated (deficit) | (34,251,378) | (30,639,417) |
Total Players Network's Stockholders' (Deficit) | (2,774,013) | (626,280) |
Noncontrolling Interest | (333,996) | (276,747) |
Total Stockholders' (Deficit) | (3,108,009) | (903,027) |
Total Liabilities and Stockholders' (Deficit) | 869,246 | 498,617 |
Series A Preferred Stock [Member] | ||
Stockholders' (Deficit): | ||
Preferred stock, value | 2,000 | 2,000 |
Series C Preferred Stock [Member] | ||
Stockholders' (Deficit): | ||
Preferred stock, value | $ 12,000 | $ 12,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Convertible debentures, discounts | $ 199,340 | $ 241,634 |
Short term debt, discounts | 154,635 | 60 |
Long term debt, discounts | $ 665,672 | $ 885,271 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 |
Common stock, shares issued | 559,915,813 | 524,394,239 |
Common stock, shares outstanding | 559,915,813 | 524,394,239 |
Common stock, subscription payable | 0 | 1,000,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 2,000,000 | 2,000,000 |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 12,000,000 | 12,000,000 |
Preferred stock, shares issued | 12,000,000 | 12,000,000 |
Preferred stock, shares outstanding | 12,000,000 | 12,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue: | $ 2,979 | $ 39 | $ 3,070 | $ 140 |
Cost of goods sold | 2,208 | 2,208 | ||
Gross profit | 771 | 39 | 862 | 140 |
Expenses: | ||||
Direct operating costs | 71,849 | 8,190 | 93,051 | 17,000 |
General and administrative | 734,430 | 160,352 | 1,152,866 | 435,590 |
Officer salaries | 43,750 | 43,750 | 122,100 | 87,500 |
Depreciation and amortization | 11,534 | 7,078 | 14,308 | 14,614 |
Total operating expenses | 861,563 | 219,370 | 1,382,325 | 554,704 |
Operating loss | (860,792) | (219,331) | (1,381,463) | (554,564) |
Other income (expense): | ||||
Gain on debt extinguishment, net | 35,231 | |||
Interest expense | (271,380) | (97,359) | (419,915) | (276,283) |
Change in derivative liabilities | (1,767,977) | 220,788 | (1,867,832) | (42,593) |
Total other income (expense) | (2,039,357) | 123,429 | (2,287,747) | (283,645) |
Net loss | (2,900,149) | (95,902) | (3,669,210) | (838,209) |
Less: Net loss attributable to the noncontrolling interest | 29,786 | 11,657 | 57,249 | 15,353 |
Net loss attributable to Players Network | $ (2,870,363) | $ (84,245) | $ (3,611,961) | $ (822,856) |
Weighted average number of common shares outstanding - basic and fully diluted | 551,841,797 | 394,497,654 | 546,464,558 | 381,081,826 |
Net loss per share - basic and fully diluted | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (3,611,961) | $ (822,856) |
Minority interest in net loss | (57,249) | (15,353) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 14,308 | 14,614 |
Gain on debt extinguishment, net | (35,231) | |
Change in fair market value of derivative liabilities | 1,867,832 | 42,593 |
Amortization of debt discounts | 377,026 | 255,165 |
Stock issued for services | 174,925 | |
Stock issued for compensation, related party | 121,100 | 192,000 |
Options issued for services | 78,813 | |
Options issued for services, related parties | 157,625 | |
Decrease (increase) in assets: | ||
Other current assets | (40,142) | (19,569) |
Inventory | (259,819) | |
Increase (decrease) in liabilities: | ||
Checks drawn in excess of available funds | (2,154) | |
Accounts payable | 34,183 | 31,974 |
Accrued expenses | 75,151 | 237,548 |
Deferred rent obligations | 8,184 | 4,279 |
Settlements payable | (30,000) | (97,000) |
Net cash used in operating activities | (1,090,024) | (213,990) |
Cash flows from investing activities | ||
Purchase of fixed assets and construction in progress | (167,321) | (10,500) |
Net cash used in investing activities | (167,321) | (10,500) |
Cash flows from financing activities | ||
Proceeds from convertible debentures | 30,000 | |
Repayment of convertible debentures | (80,890) | |
Proceeds from short term debt | 385,000 | 188,000 |
Repayment of short term debt | (10,000) | (2,500) |
Proceeds from sale of common stock | 800,000 | 124,600 |
Net cash provided by financing activities | 1,175,000 | 259,210 |
Net increase (decrease) in cash | (82,345) | 34,720 |
Cash - beginning | 145,119 | |
Cash - ending | 62,774 | 34,720 |
Supplemental disclosures: | ||
Interest paid | 200 | 230 |
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Contributed capital, debt settlement payment | 14,000 | |
Convertible debts settled with cash repayment agreements | 150,000 | |
Value of debt discounts | 27,977 | |
Value of shares issued for conversion of debt | 72,350 | 32,100 |
Value of warrants issued with short term debt | 229,708 | 14,396 |
Value of derivative adjustment due to debt conversions | $ 59,415 | $ 418,763 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 1 – Basis of Presentation The interim condensed consolidated financial statements of Players Network (the “Company”) included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to not make the information presented misleading. These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. It is suggested that these interim condensed consolidated financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2016 and notes thereto included in the Company’s annual report on Form 10-K filed with the SEC. The Company follows the same accounting policies in the preparation of interim reports. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which are under common control and ownership: State of Abbreviated Name of Entity Incorporation Relationship Reference Players Network (1) Nevada Parent PNTV GLFH, LLC (2) Nevada Subsidiary GLFH (1) (2) The consolidated financial statements herein contain the operations of the subsidiary listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company, PNTV and subsidiary, GLFH will be collectively referred to herein as the “Company”, “Players Network” or “PNTV”. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its customers are within the United States. Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short term nature of the instruments. In addition, the Company had debt instruments that required fair value measurement on a recurring basis. Inventory Inventories are stated at the lower of cost or market. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. Construction in Progress The Company is constructing a grow house in its leased facility, which became operational during the second quarter of 2017 upon completion of the first phase of improvements, at which time depreciation commenced. On May 31, 2017, the Company placed in service $373,842 of leasehold improvements incurred during the first phase of construction. Phase 2 commenced in July and will be capitalized on the balance sheet under Construction in Progress. The total estimated cost to complete construction of the facility is approximately $1.7 million. Revenue Recognition The Company recognizes revenue from its internet television platform from internally generated products and from partnered merchants when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria are met when the customers purchase a product or access a web-based video, the product or web-based video has been electronically delivered to the purchaser and payment has been received. At that time, the Company’s obligations to the customer is substantially complete. The Company records the net amount it retains from the sale of items from its internet television platform after paying any agreed upon percentage of the purchase price to the featured advertising merchant excluding any applicable taxes. Revenue is recorded on a net basis because the Company is acting as an agent of the partnered merchant in the transaction. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Network revenue consists of monthly network broadcast subscription revenue, which is recognized over the period in which the subscription service is available. Broadcast television advertising revenue is recognized when advertisements are aired. Video production revenue is recognized as digital video film is completed and accepted by the customer and collection is reasonably assured. Revenue from the distribution of domestic television series is recognized as earned using the following criteria: ● Persuasive evidence of an arrangement exists; ● The show/episode is complete, and in accordance with the terms of the arrangement, has been delivered or is available for immediate and unconditional delivery; ● The license period has begun and the customer can begin its exploitation, exhibition or sale; ● The price to the customer is fixed and determinable; and ● Collectability is reasonably assured. Due to practical limitations applicable to operating relationships with On-Demand networks, the Company has not considered collectability of advertising or television license revenues to be reasonably assured, and accordingly, the Company has not recognize such revenue unless payment has been received. Audio/Video content licensing revenues were recognized when the underlying royalties from the sales of the related products were earned. The Company recognized minimum revenue guarantees, if any, ratably over the term of the license or as earned royalties based on actual sales of the related products, if greater. Revenue from the sale of our cannabis products is recognized by our subsidiary at the point of sale, at which time payment is received. Management estimates an allowance for sales returns. Deferred Rent Obligation The Company has entered into operating lease agreements for its corporate office and GLFH’s warehouse which contains provisions for future rent increases. In accordance with generally accepted accounting principles, the Company records monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months of the lease terms. The difference between rent expense recorded and the amount paid is credited or charged to “Deferred rent obligation,” which is reflected as a separate line item in the accompanying Balance Sheets. Derivative Liability The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note and tainted Warrant), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. Recent Accounting Pronouncements In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-7, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In January 2017, the FASB issued ASU No. 2017-3, Accounting Changes and Error Corrections (Topic 250) and Investments-Equity Method and Joint Ventures (Topic 232): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings No other new accounting pronouncements, issued or effective during the six months ended June 30, 2017, have had or are expected to have a significant impact on the Company’s financial statements. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern As shown in the accompanying condensed consolidated financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of ($34,251,378), and as of June 30, 2017, the Company’s current liabilities exceeded its current assets by $3,260,042. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute toward achieving profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Related Party
Related Party | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related party | Note 3 – Related Party Officers On January 26, 2017, the Company sold 14,000,000 units, consisting of 14,000,000 shares of common stock and 14,000,000 warrants exercisable at $0.05 per share over the following 2 years, to its CEO in exchange for proceeds of $350,000. On January 22, 2017, the Company issued 2,000,000 shares of common stock to its CEO for board services performed. The total fair value of the common stock was $34,600 based on the closing price of the Company’s common stock on the date of grant. Officer compensation expense was $122,100 and $87,500, including $34,600 and $-0- of stock based bonuses, at June 30, 2017 and 2016, respectively. The balance owed was $70,982 at June 30, 2017. Board of Directors On May 1, 2017, the Company’s Board of Directors granted 2,000,000 fully vested common stock options to a member of the Board as compensation for services provided. The options are exercisable until May 1, 2020 at an exercise price of $0.07 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 234% and a call option value of $0.0525, was $105,083. On May 1, 2017, the Company’s Board of Directors granted 1,000,000 fully vested common stock options to another member of the Board as compensation for services provided. The options are exercisable until May 1, 2020 at an exercise price of $0.07 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 234% and a call option value of $0.0525, was $52,542. On January 22, 2017, the Company issued 2,000,000 shares of common stock one of its three Directors for board services performed. The total fair value of the common stock was $34,600 based on the closing price of the Company’s common stock on the date of grant. On January 22, 2017, the Company issued 3,000,000 shares of common stock one of its three Directors for board services performed. The total fair value of the common stock was $51,900 based on the closing price of the Company’s common stock on the date of grant. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 4 – Fair Value of Financial Instruments Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has convertible notes that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following schedule summarizes the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of June 30, 2017 and December 31, 2016, respectively: Fair Value Measurements at June 30, 2017 Level 1 Level 2 Level 3 Assets Cash $ 62,774 $ - $ - Total assets 62,774 - - Liabilities Convertible debentures, net of discounts of $199,340 - - 70,660 Long term debt, net of discounts of $655,672 - 269,328 - Short term debt, net of discounts of $154,635 - 393,365 - Derivative liability - - 2,520,799 Total liabilities - 662,693 2,591,459 $ 62,774 $ (662,693 ) $ (2,591,459 ) Fair Value Measurements at December 31, 2016 Level 1 Level 2 Level 3 Assets Cash $ 145,119 $ - $ - Total assets 145,119 - - Liabilities Convertible debentures, net of discounts of $241,634 - - 58,366 Short term debt, net of discounts of $60 - 142,940 - Long term debt, net of discounts of $885,271 - 39,729 - Derivative liability - - 482,674 Total liabilities - 182,669 541,040 $ 145,119 $ (182,669 ) $ (541,040 ) There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the six months ended June 30, 2017 and the year ended December 31, 2016. Level 2 liabilities consisted of a total of $548,000 and $143,000 of short term, unsecured, promissory notes, net of discounts of $154,635 and $60 as of June 30, 2017 and December 31, 2016, respectively, along with $925,000 of long term debt, net of discounts of $655,672 and $885,271 as of June 30, 2017 and December 31, 2016, in addition to the related derivative liabilities of $2,520,799 and $482,674 at June 30, 2017 and December 31, 2016, respectively. No fair value adjustment was necessary during the six months ended June 30, 2017 and the year ended December 31, 2016. Level 3 liabilities consist of a total of $270,000 and $300,000 of convertible debentures, net of discounts of $199,340 and $241,634 as of June 30, 2017 and December 31, 2016, respectively. |
Subsidiary Formation
Subsidiary Formation | 6 Months Ended |
Jun. 30, 2017 | |
Subsidiary Formation | |
Subsidiary Formation | Note 5 – Subsidiary Formation On July 8, 2014, we formed a subsidiary, GLFH, LLC (“GLFH”), in which we retained 84% ownership, with the remaining 16% held by key experts and advisors, of which 16% was distributed to individuals as compensation for their services, including 3% to Mr. Bradley, CEO and 1% to Mr. Berk, President of Programming, and an additional 1% was sold to one of those individuals for $60,000. An additional 1.6% was sold to an investor on December 8, 2014 and 3% was transferred back from a founding member on December 2, 2015, giving PNTV 85.4% ownership and minority interests ownership of 14.6%. The subsidiary has been formed as a holding company to potentially own additional subsidiaries that may operate medical marijuana related businesses. The form of the entity was changed from a corporation to a limited liability company on May 9, 2017 at which time the name was changed from Green Leaf Farms Holdings, Inc. to GLFH, LLC. We have received Cultivation and Production special use permits for medical marijuana in North Las Vegas, along with a license for the Cultivation and Production of recreational cannabis, in addition to the related permits in the State of Nevada. |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 6 – Other Current Assets Other current assets included the following as of June 30, 2017 and December 31, 2016, respectively: June 30, 2017 December 31, 2016 Security deposits $ 52,100 $ 50,000 Prepaid expenses 73,192 35,150 $ 125,292 $ 85,150 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 7 – Inventory Inventories, consisting of material, material overhead, labor, and manufacturing overhead, are stated at the lower of cost (first-in, first-out) or market and consist of the following at June 30, 2017: June 30, December 31, 2017 2016 Raw materials $ 16,097 $ - Finished goods 243,722 - $ 259,819 $ - |
Fixed Assets and Construction i
Fixed Assets and Construction in Progress | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets and Construction in Progress | Note 8 – Fixed Assets and Construction in Progress Fixed assets consist of the following at June 30, 2017 and December 31, 2016, respectively: June 30, 2017 December 31, 2016 Office equipment $ 88,243 $ 60,968 Website development costs 99,880 99,880 Furniture and fixtures 8,154 2,730 Leasehold improvements 373,842 - Total 570,119 163,578 Less accumulated depreciation (148,758 ) (134,450 ) Fixed assets, net $ 421,361 $ 29,128 Construction in progress is stated at cost, which includes the cost of construction and other indirect costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. Depreciation and amortization expense totaled $14,308 and $14,614 for the six months ended June 30, 2017 and 2016, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 9 – Accrued Expenses As of June 30, 2017 and December 31, 2016 accrued expenses included the following: June 30, 2017 December 31, 2016 Accrued Payroll, Officers $ 70,982 $ 31,343 Accrued Payroll and Payroll Taxes 135,234 135,234 Accrued Interest 60,003 21,841 Refundable Advances 100,000 105,000 $ 366,219 $ 293,418 |
Settlements Payable
Settlements Payable | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Settlements Payable | Note 10 – Settlements Payable Settlements payable consisted of $-0- and $70,000 owed to WHC Capital, LLC as of June 30, 2017 and December 31, 2016, respectively. On September 22, 2016, the Company entered into a payoff agreement to pay WHC Capital, LLC a total of $100,000 in five installments ranging between $15,000 and $25,000 payable from October 21, 2016 through February 21, 2017 in satisfaction of a total of $114,002 of principal and unpaid interest on two convertible notes originally entered into with WHC on August 24, 2015 and August 19, 2014. As of June 30, 2017, the Company had repaid the settlement, as specified in the agreement. |
Convertible Debentures
Convertible Debentures | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Debentures | Note 11 – Convertible Debentures Convertible debentures consist of the following at June 30, 2017 and December 31, 2016, respectively: June 30, 2017 December 31, 2016 On August 15, 2016, the Company entered into a definitive funding agreement with RxMM Health Limited (“RxMM”) in which a convertible note was issued for a total gross investment of $2,500,000. In consideration of such investment, RxMM will receive 50,000,000 callable warrants as a fee per the milestone schedule below, and will be entitled to 20% of all adjusted gross revenue and 20% of the gross income generated by the Company through any of its medical marijuana holdings or its media platform, of which shall reduce the principal until this debenture is either paid back or converted into equity. Debenture Funding Milestone Warrants and Exercise Price Details $400,000 10 million shares exercisable at $0.05 per share over 2 years $400,001 - $800,000 15 million shares exercisable at $0.06 per share over 2 years $800,001 - $1,600,000 15 million shares exercisable at $0.07 per share over 2 years $1,600,001 - $2,500,000 10 million shares exercisable at $0.08 per share over 2 years The warrants are callable if the stock averages 200% of the warrant strike price for any thirty (30) day trading period. The convertible debenture, bearing interest at 5% per annum, will mature 24 months after the full investment is realized, and is convertible into common stock at a 25% discount to the preceding 30 day average closing stock price. The Company is required at all times to have authorized and reserved the number of shares that is actually issuable upon full conversion of the note. The Company has received the following payments on the funding agreement: $ 25,000 – August 19, 2016 $ 175,000 – August 15, 2016 $ 200,000 $ 200,000 On July 28, 2016, the Company received proceeds of $35,000 in exchange for an unsecured convertible promissory note, bearing interest at eight percent (8%) (“First EJR Note”), which matures on July 28, 2017. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy eight percent (78%) of the average of the closing traded prices during the ten (10) trading days prior to the conversion request date (the “Variable Conversion Price”). The Company is required at all times to have authorized and reserved the number of shares that is actually issuable upon full conversion of the note. The note is currently in default. 35,000 35,000 On June 24, 2016, the Company received proceeds of $30,000 in exchange for an unsecured convertible promissory note, bearing interest at eight percent (8%) (“First SH Note”), which matures on June 24, 2017. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy eight percent (78%) of the average of the closing traded prices during the ten (10) trading days prior to the conversion request date (the “Variable Conversion Price”). In the event of default, the outstanding principal, unpaid interest and liquidated damages and fees immediately prior to the occurrence of the event of default shall become immediately due and payable in cash, at the Lender’s election, at a premium default rate determined by dividing the outstanding amount by the Variable Conversion Price on the date of default. The Company was required at all times to have authorized and reserved the number of shares that is actually issuable upon full conversion of the note. On June 16, 2017, the noteholder converted $32,350, consisting of $30,000 of principal and $2,350 of interest, in exchange for the issuance of 392,155 shares. - 30,000 On April 24, 2014, the Company received net proceeds of $33,250 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $35,000 (“Second LG Note”), which matured on April 11, 2015. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty five percent (55%) of the average of the lowest closing bid prices of the Company’s common stock for the twelve (12) trading days prior to, and including, the conversion date. The note carries an eighteen percent (18%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $1,750 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 5 million shares of common stock for potential conversions. On October 31, 2014, the note holder sent demand for repayment. The note is currently in default. $ 35,000 $ 35,000 Total convertible debentures 270,000 300,000 Less: unamortized debt discounts (199,340 ) (241,634 ) Convertible debentures $ 70,660 $ 58,366 In accordance with ASC 470-20 Debt with Conversion and Other Options, the Company recorded total discounts of $257,379 for the variable conversion features of the convertible debts incurred during the year ended December 31, 2016. The discounts are being amortized to interest expense over the term of the debentures using the effective interest method. The Company recorded $42,294 and $249,879 of interest expense pursuant to the amortization of the note discounts during the six months ended June 30, 2017 and 2016, respectively. All of the convertible debentures carry default provisions that place a “maximum share amount” on the note holders. The maximum share amount that can be owned as a result of the conversions to common stock by the note holders is 4.99% of the Company’s issued and outstanding shares. In accordance with ASC 815-15, the Company determined that the variable conversion feature and shares to be issued represented embedded derivative features, and these are shown as derivative liabilities on the balance sheet. The Company calculated the fair value of the compound embedded derivatives associated with the convertible debentures utilizing a lattice model. The Company recorded interest expense pursuant to the stated interest rates on the convertible debentures in the amount of $8,903 and $19,040 for the six months ended June 30, 2017 and 2016, respectively related to convertible debts. |
Short Term Debt
Short Term Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Short Term Debt | Note 12 – Short Term Debt Short-term debt consists of the following at June 30, 2017 and December 31, 2016, respectively: June 30, 2017 December 31, 2016 On May 8, 2017, the Company entered into a Securities Purchase Agreement with Black Mountain Equities, Inc. and Gemini Master Fund, Ltd. (the “Investors”), pursuant to which the Company sold to each Investor, for a purchase price of $150,000, (i) a Promissory Note (a “Note”) in the principal amount of $165,000, and (ii) a Warrant exercisable until May 31, 2022 to purchase 1,500,000 shares of the Company’s common at a price of $0.14 per share (a “Warrant”), resulting in aggregate gross proceeds to the Company of $300,000. Each Note matures on November 8, 2017, bears interest at a rate of 10% per annum payable at maturity, and is subject to acceleration in the event the Company becomes delinquent in its reporting obligation with the Securities and Exchange Commission and upon other customary events of default set forth in the Notes. The Warrants can be exercised on a cashless basis by the Investors, and the Company can require the Investors to exercise the Warrants on a cashless basis at any time following the six-month anniversary of the issuance date, provided that at such time (i) the volume weighted average price of the common stock has been greater than $0.25 for a period of thirty (30) consecutive trading days, and (ii) trading in the common stock has not been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading). $ 330,000 $ - On April 25, 2017, the Company entered into an unsecured promissory note with an individual at for proceeds of $10,000, bearing interest at a rate of 24% per annum, with a maturity date of May 31, 2017. A total of $10,200, consisting of $10,000 of principal and $200 was repaid on May 8, 2017. - - On April 21, 2017, the Company entered into an unsecured promissory note with SK L-43, LLC bearing interest at a rate of 5% per annum, with a maturity date of July 20, 2017. In accordance with the default provisions, the principle balance of the note and unpaid interest shall be converted into common stock at $0.04 per share, along with an equal number of warrants, exercisable at $0.08 per share with a call feature entitling the borrower to require exercise if the average stock price over the 30 preceding trading days following the six month anniversary of the warrant date exceeds $0.16 per share. The note is currently in default. 25,000 - On April 5, 2017, the Company entered into an unsecured promissory note with SK L-43, LLC bearing interest at a rate of 5% per annum, with a maturity date of July 5, 2017. In accordance with the default provisions, the principle balance of the note and unpaid interest shall be converted into common stock at $0.04 per share, along with an equal number of warrants, exercisable at $0.08 per share with a call feature entitling the borrower to require exercise if the average stock price over the 30 preceding trading days following the six month anniversary of the warrant date exceeds $0.16 per share. The note is currently in default. 50,000 - On various dates between January 11, 2016 and April 20, 2016, the Company received aggregate refundable advances of $143,000 as the Company and an investor developed terms to a potential partnership agreement with GLFH. On June 1, 2016, the Company issued a promissory note in exchange for those deposits. The unsecured promissory note bears interest at 4% per annum (“First ZG Note”), which matures on January 3, 2017, and awarded the lender options to acquire up to 5,000,000 shares of common stock, exercisable at $0.01 per share over a four (4) week period from the origination date, which expired on July 1, 2016, in addition to options to acquire up to another 3,000,000 shares of common stock, exercisable at $0.08 per share over a twenty four (24) month period from the origination date. The aggregate fair value of the options is $6,996 and is being amortized over the earlier of the life of the loan, or the life of the options, as a debt discount. The note carries a default rate of 10%. 143,000 143,000 Total short term debt 548,000 143,000 Less: unamortized debt discounts (154,635 ) (60 ) Short term debt $ 393,365 $ 142,940 The Company recorded $92,995 and $912 of interest expense pursuant to the amortization of the note discounts during the six months ended June 30, 2017 and 2016, respectively. The Company recorded interest expense pursuant to the stated interest rate on the above promissory notes in the amount of $8,681 and $564 at June 30, 2017 and 2016, respectively. |
Long Term Debt
Long Term Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Note 13 – Long Term Debt Long term debt consists of the following at June 30, 2017 and December 31, 2016, respectively: June 30, 2017 December 31, 2016 On November 21, 2016, the Company entered into a letter agreement with SK L-43, LLC providing for the making of loans by the SK L-43 to the Company, at SK L-43’s option (i) in the aggregate principal amount of $925,000 by December 15, 2016, and (ii) in the amounts of $1,500,000 each on or before each of April 1, 2017 and May 1, 2017. Advances under the letter agreement are unsecured; bear interest at a rate of 5% per annum, payable on December 31 st $125,000 – November 02, 2016 (including $25,000 assigned from PNTV Investors Note) $267,000 – November 21, 2016 $267,000 – December 02, 2016 $266,000 – December 19, 2016 Pursuant to the advances above, SK L-43 was issued warrants to purchase up to 92,500,002 shares of the Company’s common stock as additional consideration for making the loans at various exercise prices of $0.03 and $0.06 per share. For each additional loan of $1,500,000 each on or before each of April 1, 2017 and May 1, 2017, SK L-43 will also be entitled to additional warrants to purchase 42,857,142 shares of the Company’s common stock. These additional warrants will have an exercise price equal to 125% of the average closing price of the Company’s common stock over the thirty trading days immediately preceding the date of the applicable additional loan; provided, however, that if during the 90 trading day period following the date of such additional loan, the average closing price of the Company’s common stock (the “Post-Advance Closing Average”) is equal to or less than 80% of the Pre-Advance Closing Average, the exercise price for such additional warrant will be equal to 125% of the Post-Advance Closing Average. Each warrant will vest and become exercisable four months following its date of issuance and remain exercisable for a period of two years thereafter; provided, however, that if the Company’s common stock on each of the 30 trading days preceding the vesting date of a warrant equals or exceeds 300% of the exercise price for such warrant, then the Company will have the right to reduce the length of the exercise period for such warrant to 45 days following delivery of notice to SK L-43. $ 925,000 $ 925,000 Less: unamortized debt discounts (665,672 ) (885,271 ) Long term debt $ 269,328 $ 39,729 The Company recorded $229,599 and $-0- of interest expense pursuant to the amortization of the note discounts during the six months ended June 30, 2017 and 2016, respectively. The Company recorded interest expense pursuant to the stated interest rate on the above promissory notes in the amount of $23,128 and $-0- during the six months ended June 30, 2017 and 2016, respectively. The following presents components of interest expense by instrument type at June 30, 2017 and 2016, respectively: June 30, 2017 June 30, 2016 Interest on convertible debentures $ 8,903 $ 19,040 Amortization of debt discounts 377,026 255,165 Interest on short term debt 31,809 564 Accounts payable related finance charges 2,177 1,514 $ 419,915 $ 276,283 |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Liability [Abstract] | |
Derivative Liabilities | Note 14 – Derivative Liabilities As discussed in Note 11 under Convertible Debentures, the Company issued convertible notes payable that provide for the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date. The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a lattice model. The Company recognized current derivative liabilities of $2,520,799 and $482,674 at June 30, 2017 and December 31, 2016, respectively. The change in fair value of the derivative liabilities resulted in a loss of $1,867,832 and $42,593 for the six months ended June 30, 2017 and 2016, respectively, which has been reported as other expense in the statements of operations. The loss of $1,867,832 for the six months ended June 30, 2017 consisted of a loss of $1,792,445 attributable to the fair value of warrants and a net loss in market value of $75,387 on the convertible notes. The loss of $42,593 for the six months ended June 30, 2016 consisted of a loss of $18,673 attributable to the fair value of warrants and a net loss in market value of $23,956 on the convertible notes. The following presents the derivative liability value by instrument type at June 30, 2017 and December 31, 2016, respectively: June 30, 2017 December 31, 2016 Convertible debentures $ 508,673 $ 462,489 Common stock warrants 2,012,126 20,185 $ 2,520,799 $ 482,674 The following is a summary of changes in the fair market value of the derivative liability during the six months ended June 30, 2017 and the year ended December 31, 2016, respectively: Derivative Liability Total Balance, December 31, 2015 $ 1,038,504 Increase in derivative value due to issuances of convertible promissory notes 261,796 Increase in derivative value attributable to issuance of warrants 7,400 Change in fair market value of derivative liabilities due to the mark to market adjustment 227,102 Debt conversions (1,052,128 ) Balance, December 31, 2016 $ 482,674 Increase in derivative value attributable to issuance of warrants 351,523 Change in fair market value of derivative liabilities due to the mark to market adjustment 1,867,832 Debt conversions and redemptions (181,230 ) Balance, June 30, 2017 $ 2,520,799 Key inputs and assumptions used to value the convertible debentures and warrants issued during the six months ended June 30, 2017 and the year ended December 31, 2016: ● Stock prices on all measurement dates were based on the fair market value and would fluctuate with projected volatility ● The warrant exercise prices ranged from $0.03 to $0.20, exercisable over 2 to 10 year periods from the grant date. ● The holders of the securities would convert monthly to the ownership limit starting at 4.99% increasing by 10% per month. ● The monthly trading volume would average below $1,112,000 in the period and would increase at 1% per month. ● The holder would automatically convert the notes at maturity at the greater of 2 times the conversion price or stock price if the registration was effective and the Company was not in default. ● An event of default for the convertible note would occur 0% of the time, increasing to 1% per month to a maximum of 5%. ● Alternative financing for the convertible note would be initially available to redeem the note 0% of the time and increase monthly by 5% to a maximum of 50%. ● The computed volatility was projected based on historical volatility. |
Changes in Stockholders' Equity
Changes in Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Changes in Stockholders' Equity (Deficit) | Note 15 – Changes in Stockholders’ Equity (Deficit) Convertible Preferred Stock The Board, from the authorized capital of 50,000,000 preferred shares, as amended on July 22, 2015, has authorized and designated 2,000,000 shares of series A preferred stock (“Series A”) and 12,000,0000 shares of series C preferred stock (“Series C”), of which 2,000,000 shares and 12,000,000 shares are issued and outstanding, respectively. On July 22, 2015, the series B class of stock was terminated. A total of 36,000,000 shares remained undesignated. The Series A shares carry 25:1 preferential voting rights, and are convertible into shares of common stock on a 1:1 basis. The Series C shares carry 50:1 preferential voting rights, and are convertible into shares of common stock on a 1:1 basis Common Stock Authorized The Company has authorized 1,200,000,000 shares of common stock, as amended on July 22, 2015, of which 563,870,813 shares were issued and outstanding and 8,075,272 shares were reserved as of the date of this filing. Common Stock Sales On June 29, 2017, the Company sold 500,000 units at $0.10 per unit, consisting of 500,000 shares of common stock and 500,000 warrants exercisable at $0.15 per share over the following 3 years, to an individual investor for proceeds of $50,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On June 23, 2017, a warrant holder exercised warrants to purchase 2,500,000 shares of common stock at $0.04 per share for proceeds of $100,000. On June 21, 2017, the Company sold 1,000,000 units at $0.10 per unit, consisting of 1,000,000 shares of common stock and 1,000,000 warrants exercisable at $0.15 per share over the following 3 years, to an individual investor for proceeds of $100,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On June 13, 2017, the Company sold 1,000,000 units at $0.05 per unit, consisting of 1,000,000 shares of common stock and 1,000,000 warrants exercisable at $0.15 per share over the following 3 years, along with another 1,000,000 warrants exercisable at $0.20 per share over the following 3 years, to an individual investor for proceeds of $50,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On June 13, 2017, the Company sold 1,000,000 units at $0.075 per unit, consisting of 1,000,000 shares of common stock and 1,000,000 warrants exercisable at $0.15 per share over the following 3 years, along with another 1,000,000 warrants exercisable at $0.20 per share over the following 3 years, to another individual investor for proceeds of $75,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On June 9, 2017, a warrant holder exercised warrants to purchase 1,500,000 shares of common stock at $0.05 per share for proceeds of $75,000. On January 26, 2017, the Company sold 14,000,000 units, consisting of 14,000,000 shares of common stock and 14,000,000 warrants exercisable at $0.05 per share over the following 2 years, to its CEO in exchange for proceeds of $350,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. Common Stock Issuances for Debt Conversions On June 16, 2017, the Company issued 392,155 shares of common stock pursuant to the conversion of $32,350, consisting of $30,000 of outstanding principal and $3,250 of unpaid interest, on the First Howard Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized, and the settlement terms have been fully realized paying off the debt in full. On April 18, 2017, the Company issued 2,009,419 shares of common stock pursuant to the conversion of $40,000 of outstanding principal on the WHC Notes settlement in lieu of cash. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized, and the settlement terms have been fully realized paying off the debt in full. Common Stock Issued for Services On May 1, 2017, the Company issued a total of 1,220,000 shares of common stock to four service providers for services provided on behalf of our subsidiary, GLFH. The total fair value of the common stock was $76,250 based on the closing price of the Company’s common stock on the date of grant. On May 1, 2017, the Company issued a total of 1,050,000 shares of common stock to five service providers for services provided. The total fair value of the common stock was $65,625 based on the closing price of the Company’s common stock on the date of grant. On April 20, 2017, the Company issued 350,000 shares of common stock in lieu of cash for video editing services to a consultant. The total fair value of the common stock was $15,750 based on the closing price of the Company’s common stock on the date of grant. On February 2, 2017, we issued 1,000,000 shares of common stock valued at $11,400 to the landlord of our leased facility as payment on a subscription payable from an October 14, 2016 award. On January 22, 2017, the Company issued 2,000,000 shares of common stock to its CEO for board services performed. The total fair value of the common stock was $34,600 based on the closing price of the Company’s common stock on the date of grant. On January 22, 2017, the Company issued 2,000,000 shares of common stock one of its three Directors for board services performed. The total fair value of the common stock was $34,600 based on the closing price of the Company’s common stock on the date of grant. On January 22, 2017, the Company issued 3,000,000 shares of common stock one of its three Directors for board services performed. The total fair value of the common stock was $51,900 based on the closing price of the Company’s common stock on the date of grant. On January 22, 2017, the Company issued 200,000 shares of common stock for professional services to a consultant for services provided. The total fair value of the common stock was $3,460 based on the closing price of the Company’s common stock on the date of grant. On January 22, 2017, the Company issued 500,000 shares of common stock for professional services to a consultant for services provided on behalf of our subsidiary, GLFH. The total fair value of the common stock was $8,650 based on the closing price of the Company’s common stock on the date of grant. On January 22, 2017, the Company issued 150,000 shares of common stock for administrative services to a consultant on behalf of our subsidiary, GLFH. The total fair value of the common stock was $2,595 based on the closing price of the Company’s common stock on the date of grant. On January 22, 2017, the Company issued 150,000 shares of common stock for administrative services to a consultant for services provided. The total fair value of the common stock was $2,595 based on the closing price of the Company’s common stock on the date of grant. |
Options and Warrants
Options and Warrants | 6 Months Ended |
Jun. 30, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Options and Warrants | Note 16 – Options and Warrants Warrants Granted On June 29, 2017, the Company sold 500,000 units at $0.10 per unit, consisting of 500,000 shares of common stock and 500,000 warrants exercisable at $0.15 per share over the following 3 years, to an individual investor for proceeds of $50,000. On June 21, 2017, the Company sold 1,000,000 units at $0.10 per unit, consisting of 1,000,000 shares of common stock and 1,000,000 warrants exercisable at $0.15 per share over the following 3 years, to an individual investor for proceeds of $100,000. On June 13, 2017, the Company sold 1,000,000 units at $0.05 per unit, consisting of 1,000,000 shares of common stock and 1,000,000 warrants exercisable at $0.15 per share over the following 3 years, along with another 1,000,000 warrants exercisable at $0.20 per share over the following 3 years, to an individual investor for proceeds of $50,000. On June 13, 2017, the Company sold 1,000,000 units at $0.075 per unit, consisting of 1,000,000 shares of common stock and 1,000,000 warrants exercisable at $0.15 per share over the following 3 years, along with another 1,000,000 warrants exercisable at $0.20 per share over the following 3 years, to another individual investor for proceeds of $75,000. On May 8, 2017, the Company entered into a Securities Purchase Agreement with Black Mountain Equities, Inc. and Gemini Master Fund, Ltd. (the “Investors”), pursuant to which the Company sold to each Investor, for a purchase price of $150,000, (i) a Promissory Note (a “Note”) in the principal amount of $165,000, and (ii) a Warrant exercisable until May 31, 2022 to purchase 1,500,000 shares of the Company’s common at a price of $0.14 per share (a “Warrant”), resulting in aggregate gross proceeds to the Company of $300,000. Each Note matures on November 8, 2017, bears interest at a rate of 10% per annum payable at maturity, and is subject to acceleration in the event the Company becomes delinquent in its reporting obligation with the Securities and Exchange Commission and upon other customary events of default set forth in the Notes. The Warrants can be exercised on a cashless basis by the Investors, and the Company can require the Investors to exercise the Warrants on a cashless basis at any time following the six-month anniversary of the issuance date, provided that at such time (i) the volume weighted average price of the common stock has been greater than $0.25 for a period of thirty (30) consecutive trading days, and (ii) trading in the common stock has not been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading). On January 26, 2017, the Company sold 14,000,000 units, consisting of 14,000,000 shares of common stock and 14,000,000 warrants exercisable at $0.05 per share over the following 2 years, to its CEO in exchange for proceeds of $350,000. Warrants exercised On June 23, 2017, a warrant holder exercised warrants to purchase 2,500,000 shares of common stock at $0.04 per share for proceeds of $100,000. On June 9, 2017, a warrant holder exercised warrants to purchase 1,500,000 shares of common stock at $0.05 per share for proceeds of $75,000. Options Granted On May 1, 2017, the Company’s Board of Directors granted 2,000,000 fully vested cashless common stock options to a member of the Board as compensation for services provided. The options are exercisable until May 1, 2020 at an exercise price of $0.07 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 234% and a call option value of $0.0525, was $105,083. On May 1, 2017, the Company’s Board of Directors granted 1,000,000 fully vested cashless common stock options to another member of the Board as compensation for services provided. The options are exercisable until May 1, 2020 at an exercise price of $0.07 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 234% and a call option value of $0.0525, was $52,542. On May 1, 2017, the Company’s Board of Directors granted 1,000,000 fully vested cashless common stock options to a consultant as compensation for services provided. The options are exercisable until May 1, 2020 at an exercise price of $0.07 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 234% and a call option value of $0.0525, was $52,542. On May 1, 2017, the Company’s Board of Directors granted 500,000 fully vested cashless common stock options to a consultant as compensation for services provided. The options are exercisable until May 1, 2020 at an exercise price of $0.07 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 234% and a call option value of $0.0525, was $26,271. Options Expired On March 1, 2017, a total of 1,200,000 warrants with a strike price of $0.08 per share expired. On January 8, 2017, a total of 1,150,000 warrants with a strike price of $0.08 per share expired. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17 – Income Taxes The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. For the six months ended June 30, 2017 and the year ended December 31, 2016, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At June 30, 2017, the Company had approximately $23,600,000 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2025. The components of the Company’s deferred tax asset are as follows: June 30, 2017 December 31, 2016 Deferred tax assets: Net operating loss carry forwards $ 8,260,000 $ 7,763,000 Net deferred tax assets before valuation allowance 8,260,000 7,763,000 Less: Valuation allowance (8,260,000 ) (7,763,000 ) Net deferred tax assets $ - $ - Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at June 30, 2017 and December 31, 2016, respectively. A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows: June 30, 2017 December 31, 2016 Federal and state statutory rate 35 % 35 % Change in valuation allowance on deferred tax assets (35 %) (35 %) In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. |
Non-Controlling Interest
Non-Controlling Interest | 6 Months Ended |
Jun. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | Note 18 – Non-Controlling Interest Non-controlling interest originally represented 16% interest in our GLFH subsidiary held by eleven individuals, of whom the Company’s CEO, Mark Bradley and the Company’s President of Programming, Michael Berk own 3% and 1%, respectively, through December 8, 2014. On December 9, 2014, one of the non-officer, minority investors exercised an option to purchase an additional 1.6% interest in GLFH from the Company in exchange for proceeds of $160,000 and 3% was transferred back to the Company from a founding member on December 2, 2015, thereby resulting in a minority interest in the subsidiary of 15.6% by ten individuals. The net loss attributable to the non-controlling interest totaled $57,249 and $15,353 during the six months ended June 30, 2017 and 2016, respectively. The net loss attributable to the parent was and $334,870 and $83,062 during the six months ended June 30, 2017 and 2016, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 – Subsequent Events Appointment of CFO/CCO On July 4, 2017, the Board of Directors appointed Geoffrey Lawrence to serve as the Company’s Chief Financial Officer and Chief Compliance Officer, effective July 1, 2017. Mr. Lawrence was issued 250,000 shares of common stock as a signing bonus. On August 8, 2017, the Company also granted Mr. Lawrence an option to purchase 2,000,000 shares of the Company’s common stock, vesting ratably on a monthly basis over a one-year period at an exercise price of $0.17 per share. Common Stock Sales On July 17, 2017, the Company sold 1,875,000 units at $0.16 per unit, consisting of 1,875,000 shares of common stock and 1,875,000 warrants exercisable at $0.21 per share over the following 3 years, along with another 1,875,000 warrants exercisable at $0.24 per share over the following 3 years, to an individual investor for proceeds of $300,000. Common Stock Issuances for Services On July 4, 2017, the Company issued a total of 605,000 shares of common stock to six service providers for services provided on behalf of our subsidiary, GLFH. The total fair value of the common stock was $102,124 based on the closing price of the Company’s common stock on the date of grant. On July 4, 2017, the Company issued a total of 1,225,000 shares of common stock to seven service providers for services provided. The total fair value of the common stock was $206,780 based on the closing price of the Company’s common stock on the date of grant. Options Issued for Services On July 4, 2017, the Company awarded fully vested cashless options to our CEO, Mark Bradley, to acquire up to 1,750,000 shares of common stock, exercisable at $0.17 per share over a thirty six (36) month period from the origination date. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 226% and a call option value of $0.1409, was $246,621. On July 4, 2017, the Company awarded fully vested cashless options to the Company’s President of Programming, Michael Berk, to acquire up to 1,750,000 shares of common stock, exercisable at $0.17 per share over a thirty six (36) month period from the origination date. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 226% and a call option value of $0.1409, was $246,621. On July 4, 2017, the Company awarded fully vested cashless options to our Director, Brett Pojunis, to acquire up to 3,000,000 shares of common stock, exercisable at $0.17 per share over a thirty six (36) month period from the origination date. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 226% and a call option value of $0.1409, was $422,779. On July 4, 2017, the Company awarded fully vested cashless options to a consultant to acquire up to 1,750,000 shares of common stock, exercisable at $0.17 per share over a thirty six (36) month period from the origination date. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 226% and a call option value of $0.1409, was $246,621. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which are under common control and ownership: State of Abbreviated Name of Entity Incorporation Relationship Reference Players Network (1) Nevada Parent PNTV GLFH, LLC (2) Nevada Subsidiary GLFH (1) (2) The consolidated financial statements herein contain the operations of the subsidiary listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company, PNTV and subsidiary, GLFH will be collectively referred to herein as the “Company”, “Players Network” or “PNTV”. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its customers are within the United States. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short term nature of the instruments. In addition, the Company had debt instruments that required fair value measurement on a recurring basis. |
Inventory | Inventory Inventories are stated at the lower of cost or market. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. |
Construction in Progress | Construction in Progress The Company is constructing a grow house in its leased facility, which became operational during the second quarter of 2017 upon completion of the first phase of improvements, at which time depreciation commenced. On May 31, 2017, the Company placed in service $373,842 of leasehold improvements incurred during the first phase of construction. Phase 2 commenced in July and will be capitalized on the balance sheet under Construction in Progress. The total estimated cost to complete construction of the facility is approximately $1.7 million. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from its internet television platform from internally generated products and from partnered merchants when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria are met when the customers purchase a product or access a web-based video, the product or web-based video has been electronically delivered to the purchaser and payment has been received. At that time, the Company’s obligations to the customer is substantially complete. The Company records the net amount it retains from the sale of items from its internet television platform after paying any agreed upon percentage of the purchase price to the featured advertising merchant excluding any applicable taxes. Revenue is recorded on a net basis because the Company is acting as an agent of the partnered merchant in the transaction. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Network revenue consists of monthly network broadcast subscription revenue, which is recognized over the period in which the subscription service is available. Broadcast television advertising revenue is recognized when advertisements are aired. Video production revenue is recognized as digital video film is completed and accepted by the customer and collection is reasonably assured. Revenue from the distribution of domestic television series is recognized as earned using the following criteria: ● Persuasive evidence of an arrangement exists; ● The show/episode is complete, and in accordance with the terms of the arrangement, has been delivered or is available for immediate and unconditional delivery; ● The license period has begun and the customer can begin its exploitation, exhibition or sale; ● The price to the customer is fixed and determinable; and ● Collectability is reasonably assured. Due to practical limitations applicable to operating relationships with On-Demand networks, the Company has not considered collectability of advertising or television license revenues to be reasonably assured, and accordingly, the Company has not recognize such revenue unless payment has been received. Audio/Video content licensing revenues were recognized when the underlying royalties from the sales of the related products were earned. The Company recognized minimum revenue guarantees, if any, ratably over the term of the license or as earned royalties based on actual sales of the related products, if greater. Revenue from the sale of our cannabis products is recognized by our subsidiary at the point of sale, at which time payment is received. Management estimates an allowance for sales returns. |
Deferred Rent Obligation | Deferred Rent Obligation The Company has entered into operating lease agreements for its corporate office and GLFH’s warehouse which contains provisions for future rent increases. In accordance with generally accepted accounting principles, the Company records monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months of the lease terms. The difference between rent expense recorded and the amount paid is credited or charged to “Deferred rent obligation,” which is reflected as a separate line item in the accompanying Balance Sheets. |
Derivative Liability | Derivative Liability The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note and tainted Warrant), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-7, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In January 2017, the FASB issued ASU No. 2017-3, Accounting Changes and Error Corrections (Topic 250) and Investments-Equity Method and Joint Ventures (Topic 232): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings No other new accounting pronouncements, issued or effective during the six months ended June 30, 2017, have had or are expected to have a significant impact on the Company’s financial statements. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Principles of Consolidation | The accompanying consolidated financial statements include the accounts of the following entities, all of which are under common control and ownership: State of Abbreviated Name of Entity Incorporation Relationship Reference Players Network (1) Nevada Parent PNTV GLFH, LLC (2) Nevada Subsidiary GLFH (1) (2) |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments at Fair Value On Non-recurring Basis | The following schedule summarizes the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of June 30, 2017 and December 31, 2016, respectively: Fair Value Measurements at June 30, 2017 Level 1 Level 2 Level 3 Assets Cash $ 62,774 $ - $ - Total assets 62,774 - - Liabilities Convertible debentures, net of discounts of $199,340 - - 70,660 Long term debt, net of discounts of $655,672 - 269,328 - Short term debt, net of discounts of $154,635 - 393,365 - Derivative liability - - 2,520,799 Total liabilities - 662,693 2,591,459 $ 62,774 $ (662,693 ) $ (2,591,459 ) Fair Value Measurements at December 31, 2016 Level 1 Level 2 Level 3 Assets Cash $ 145,119 $ - $ - Total assets 145,119 - - Liabilities Convertible debentures, net of discounts of $241,634 - - 58,366 Short term debt, net of discounts of $60 - 142,940 - Long term debt, net of discounts of $885,271 - 39,729 - Derivative liability - - 482,674 Total liabilities - 182,669 541,040 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets included the following as of June 30, 2017 and December 31, 2016, respectively: June 30, 2017 December 31, 2016 Security deposits $ 52,100 $ 50,000 Prepaid expenses 73,192 35,150 $ 125,292 $ 85,150 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories, consisting of material, material overhead, labor, and manufacturing overhead, are stated at the lower of cost (first-in, first-out) or market and consist of the following at June 30, 2017: June 30, December 31, 2017 2016 Raw materials $ 16,097 $ - Finished goods 243,722 - $ 259,819 $ - |
Fixed Assets and Construction30
Fixed Assets and Construction in Progress (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Fixed Assets | Fixed assets consist of the following at June 30, 2017 and December 31, 2016, respectively: June 30, 2017 December 31, 2016 Office equipment $ 88,243 $ 60,968 Website development costs 99,880 99,880 Furniture and fixtures 8,154 2,730 Leasehold improvements 373,842 - Total 570,119 163,578 Less accumulated depreciation (148,758 ) (134,450 ) Fixed assets, net $ 421,361 $ 29,128 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | As of June 30, 2017 and December 31, 2016 accrued expenses included the following: June 30, 2017 December 31, 2016 Accrued Payroll, Officers $ 70,982 $ 31,343 Accrued Payroll and Payroll Taxes 135,234 135,234 Accrued Interest 60,003 21,841 Refundable Advances 100,000 105,000 $ 366,219 $ 293,418 |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debentures | Convertible debentures consist of the following at June 30, 2017 and December 31, 2016, respectively: June 30, 2017 December 31, 2016 On August 15, 2016, the Company entered into a definitive funding agreement with RxMM Health Limited (“RxMM”) in which a convertible note was issued for a total gross investment of $2,500,000. In consideration of such investment, RxMM will receive 50,000,000 callable warrants as a fee per the milestone schedule below, and will be entitled to 20% of all adjusted gross revenue and 20% of the gross income generated by the Company through any of its medical marijuana holdings or its media platform, of which shall reduce the principal until this debenture is either paid back or converted into equity. Debenture Funding Milestone Warrants and Exercise Price Details $400,000 10 million shares exercisable at $0.05 per share over 2 years $400,001 - $800,000 15 million shares exercisable at $0.06 per share over 2 years $800,001 - $1,600,000 15 million shares exercisable at $0.07 per share over 2 years $1,600,001 - $2,500,000 10 million shares exercisable at $0.08 per share over 2 years The warrants are callable if the stock averages 200% of the warrant strike price for any thirty (30) day trading period. The convertible debenture, bearing interest at 5% per annum, will mature 24 months after the full investment is realized, and is convertible into common stock at a 25% discount to the preceding 30 day average closing stock price. The Company is required at all times to have authorized and reserved the number of shares that is actually issuable upon full conversion of the note. The Company has received the following payments on the funding agreement: $ 25,000 – August 19, 2016 $ 175,000 – August 15, 2016 $ 200,000 $ 200,000 On July 28, 2016, the Company received proceeds of $35,000 in exchange for an unsecured convertible promissory note, bearing interest at eight percent (8%) (“First EJR Note”), which matures on July 28, 2017. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy eight percent (78%) of the average of the closing traded prices during the ten (10) trading days prior to the conversion request date (the “Variable Conversion Price”). The Company is required at all times to have authorized and reserved the number of shares that is actually issuable upon full conversion of the note. The note is currently in default. 35,000 35,000 On June 24, 2016, the Company received proceeds of $30,000 in exchange for an unsecured convertible promissory note, bearing interest at eight percent (8%) (“First SH Note”), which matures on June 24, 2017. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy eight percent (78%) of the average of the closing traded prices during the ten (10) trading days prior to the conversion request date (the “Variable Conversion Price”). In the event of default, the outstanding principal, unpaid interest and liquidated damages and fees immediately prior to the occurrence of the event of default shall become immediately due and payable in cash, at the Lender’s election, at a premium default rate determined by dividing the outstanding amount by the Variable Conversion Price on the date of default. The Company was required at all times to have authorized and reserved the number of shares that is actually issuable upon full conversion of the note. On June 16, 2017, the noteholder converted $32,350, consisting of $30,000 of principal and $2,350 of interest, in exchange for the issuance of 392,155 shares. - 30,000 On April 24, 2014, the Company received net proceeds of $33,250 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $35,000 (“Second LG Note”), which matured on April 11, 2015. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty five percent (55%) of the average of the lowest closing bid prices of the Company’s common stock for the twelve (12) trading days prior to, and including, the conversion date. The note carries an eighteen percent (18%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $1,750 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 5 million shares of common stock for potential conversions. On October 31, 2014, the note holder sent demand for repayment. The note is currently in default. $ 35,000 $ 35,000 Total convertible debentures 270,000 300,000 Less: unamortized debt discounts (199,340 ) (241,634 ) Convertible debentures $ 70,660 $ 58,366 |
Short Term Debt (Tables)
Short Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Short-Term Debt | Short-term debt consists of the following at June 30, 2017 and December 31, 2016, respectively: June 30, 2017 December 31, 2016 On May 8, 2017, the Company entered into a Securities Purchase Agreement with Black Mountain Equities, Inc. and Gemini Master Fund, Ltd. (the “Investors”), pursuant to which the Company sold to each Investor, for a purchase price of $150,000, (i) a Promissory Note (a “Note”) in the principal amount of $165,000, and (ii) a Warrant exercisable until May 31, 2022 to purchase 1,500,000 shares of the Company’s common at a price of $0.14 per share (a “Warrant”), resulting in aggregate gross proceeds to the Company of $300,000. Each Note matures on November 8, 2017, bears interest at a rate of 10% per annum payable at maturity, and is subject to acceleration in the event the Company becomes delinquent in its reporting obligation with the Securities and Exchange Commission and upon other customary events of default set forth in the Notes. The Warrants can be exercised on a cashless basis by the Investors, and the Company can require the Investors to exercise the Warrants on a cashless basis at any time following the six-month anniversary of the issuance date, provided that at such time (i) the volume weighted average price of the common stock has been greater than $0.25 for a period of thirty (30) consecutive trading days, and (ii) trading in the common stock has not been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading). $ 330,000 $ - On April 25, 2017, the Company entered into an unsecured promissory note with an individual at for proceeds of $10,000, bearing interest at a rate of 24% per annum, with a maturity date of May 31, 2017. A total of $10,200, consisting of $10,000 of principal and $200 was repaid on May 8, 2017. - - On April 21, 2017, the Company entered into an unsecured promissory note with SK L-43, LLC bearing interest at a rate of 5% per annum, with a maturity date of July 20, 2017. In accordance with the default provisions, the principle balance of the note and unpaid interest shall be converted into common stock at $0.04 per share, along with an equal number of warrants, exercisable at $0.08 per share with a call feature entitling the borrower to require exercise if the average stock price over the 30 preceding trading days following the six month anniversary of the warrant date exceeds $0.16 per share. The note is currently in default. 25,000 - On April 5, 2017, the Company entered into an unsecured promissory note with SK L-43, LLC bearing interest at a rate of 5% per annum, with a maturity date of July 5, 2017. In accordance with the default provisions, the principle balance of the note and unpaid interest shall be converted into common stock at $0.04 per share, along with an equal number of warrants, exercisable at $0.08 per share with a call feature entitling the borrower to require exercise if the average stock price over the 30 preceding trading days following the six month anniversary of the warrant date exceeds $0.16 per share. The note is currently in default. 50,000 - On various dates between January 11, 2016 and April 20, 2016, the Company received aggregate refundable advances of $143,000 as the Company and an investor developed terms to a potential partnership agreement with GLFH. On June 1, 2016, the Company issued a promissory note in exchange for those deposits. The unsecured promissory note bears interest at 4% per annum (“First ZG Note”), which matures on January 3, 2017, and awarded the lender options to acquire up to 5,000,000 shares of common stock, exercisable at $0.01 per share over a four (4) week period from the origination date, which expired on July 1, 2016, in addition to options to acquire up to another 3,000,000 shares of common stock, exercisable at $0.08 per share over a twenty four (24) month period from the origination date. The aggregate fair value of the options is $6,996 and is being amortized over the earlier of the life of the loan, or the life of the options, as a debt discount. The note carries a default rate of 10%. 143,000 143,000 Total short term debt 548,000 143,000 Less: unamortized debt discounts (154,635 ) (60 ) Short term debt $ 393,365 $ 142,940 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | Long term debt consists of the following at June 30, 2017 and December 31, 2016, respectively: June 30, 2017 December 31, 2016 On November 21, 2016, the Company entered into a letter agreement with SK L-43, LLC providing for the making of loans by the SK L-43 to the Company, at SK L-43’s option (i) in the aggregate principal amount of $925,000 by December 15, 2016, and (ii) in the amounts of $1,500,000 each on or before each of April 1, 2017 and May 1, 2017. Advances under the letter agreement are unsecured; bear interest at a rate of 5% per annum, payable on December 31 st $125,000 – November 02, 2016 (including $25,000 assigned from PNTV Investors Note) $267,000 – November 21, 2016 $267,000 – December 02, 2016 $266,000 – December 19, 2016 Pursuant to the advances above, SK L-43 was issued warrants to purchase up to 92,500,002 shares of the Company’s common stock as additional consideration for making the loans at various exercise prices of $0.03 and $0.06 per share. For each additional loan of $1,500,000 each on or before each of April 1, 2017 and May 1, 2017, SK L-43 will also be entitled to additional warrants to purchase 42,857,142 shares of the Company’s common stock. These additional warrants will have an exercise price equal to 125% of the average closing price of the Company’s common stock over the thirty trading days immediately preceding the date of the applicable additional loan; provided, however, that if during the 90 trading day period following the date of such additional loan, the average closing price of the Company’s common stock (the “Post-Advance Closing Average”) is equal to or less than 80% of the Pre-Advance Closing Average, the exercise price for such additional warrant will be equal to 125% of the Post-Advance Closing Average. Each warrant will vest and become exercisable four months following its date of issuance and remain exercisable for a period of two years thereafter; provided, however, that if the Company’s common stock on each of the 30 trading days preceding the vesting date of a warrant equals or exceeds 300% of the exercise price for such warrant, then the Company will have the right to reduce the length of the exercise period for such warrant to 45 days following delivery of notice to SK L-43. $ 925,000 $ 925,000 Less: unamortized debt discounts (665,672 ) (885,271 ) Long term debt $ 269,328 $ 39,729 |
Components of Interest Expense by Instrument Type | The following presents components of interest expense by instrument type at June 30, 2017 and 2016, respectively: June 30, 2017 June 30, 2016 Interest on convertible debentures $ 8,903 $ 19,040 Amortization of debt discounts 377,026 255,165 Interest on short term debt 31,809 564 Accounts payable related finance charges 2,177 1,514 $ 419,915 $ 276,283 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Liability [Abstract] | |
Summary of Derivative Liability Value | The following presents the derivative liability value by instrument type at June 30, 2017 and December 31, 2016, respectively: June 30, 2017 December 31, 2016 Convertible debentures $ 508,673 $ 462,489 Common stock warrants 2,012,126 20,185 $ 2,520,799 $ 482,674 |
Summary of Changes in Fair Market Value of Derivative Liability | The following is a summary of changes in the fair market value of the derivative liability during the six months ended June 30, 2017 and the year ended December 31, 2016, respectively: Derivative Liability Total Balance, December 31, 2015 $ 1,038,504 Increase in derivative value due to issuances of convertible promissory notes 261,796 Increase in derivative value attributable to issuance of warrants 7,400 Change in fair market value of derivative liabilities due to the mark to market adjustment 227,102 Debt conversions (1,052,128 ) Balance, December 31, 2016 $ 482,674 Increase in derivative value attributable to issuance of warrants 351,523 Change in fair market value of derivative liabilities due to the mark to market adjustment 1,867,832 Debt conversions and redemptions (181,230 ) Balance, June 30, 2017 $ 2,520,799 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The components of the Company’s deferred tax asset are as follows: June 30, 2017 December 31, 2016 Deferred tax assets: Net operating loss carry forwards $ 8,260,000 $ 7,763,000 Net deferred tax assets before valuation allowance 8,260,000 7,763,000 Less: Valuation allowance (8,260,000 ) (7,763,000 ) Net deferred tax assets $ - $ - |
Schedule of U.S. and State Statutory Income Tax Rate to Pre-tax Loss | A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows: June 30, 2017 December 31, 2016 Federal and state statutory rate 35 % 35 % Change in valuation allowance on deferred tax assets (35 %) (35 %) |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | May 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Construction in Progress | $ 239,220 | ||
Leasehold Improvements [Member] | |||
Construction in Progress | $ 373,842 | ||
Estimated cost of construction | $ 1,700,000 |
Basis of Presentation - Schedul
Basis of Presentation - Schedule of Principles of Consolidation (Details) | 6 Months Ended | |
Jun. 30, 2017 | ||
Players Network [Member] | ||
Name of Entity | Players Network | [1] |
State of Incorporation | Nevada | [1] |
Relationship | Parent | [1] |
Abbreviated Reference | PNTV | [1] |
GLFH LLC [Member] | ||
Name of Entity | GLFH, LLC | [2] |
State of Incorporation | Nevada | [2] |
Relationship | Subsidiary | [2] |
Abbreviated Reference | GLFH | [2] |
[1] | Players Network entity is in the form of a Corporation. | |
[2] | Majority-owned subsidiary formed on July 8, 2014, in which PNTV retained 84% ownership, with the remaining 16% held by key experts and advisors. An additional 1.6% was sold to an investor on December 8, 2014 and 3% was transferred back from a founding member on December 2, 2015, giving PNTV 85.4% ownership and minority interests ownership of 14.6%. The form of the entity was changed from a Corporation to a Limited Liability Company on May 9, 2017 at which time the name was changed from Green Leaf Farms Holdings, Inc. to GLFH, LLC. |
Basis of Presentation - Sched39
Basis of Presentation - Schedule of Principles of Consolidation (Details) (Parenthetical) | Jun. 30, 2017 | Dec. 02, 2015 | Dec. 31, 2014 | Dec. 08, 2014 | Jul. 08, 2014 |
Minority interests ownership percent | 16.00% | ||||
Key Experts and Advisors [Member] | |||||
Ownership percent | 16.00% | ||||
Investor [Member] | |||||
Ownership percent | 3.00% | 1.60% | |||
Minority interests ownership percent | 1.60% | ||||
Players Network [Member] | |||||
Ownership percent | 85.40% | 85.40% | 84.00% | ||
Minority interests ownership percent | 14.60% | 14.60% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (34,251,378) | $ (30,639,417) |
Liabilities exceeded its total assets | $ 3,260,042 |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) | May 02, 2017 | Jan. 26, 2017 | Jan. 22, 2017 | Jun. 30, 2017 | Jun. 30, 2016 |
Fair value of issued common stock | $ (121,100) | $ (192,000) | |||
Officer compensation expense | 122,100 | 87,500 | |||
Stock based bonuses | 34,600 | $ 0 | |||
Officer balance owed | $ 70,982 | ||||
CEO [Member] | |||||
Stock issued during period, shares | 14,000,000 | ||||
Stock issued during period values | $ 350,000 | ||||
Shares issued for services, shares | 2,000,000 | ||||
Fair value of issued common stock | $ 34,600 | ||||
CEO [Member] | Warrant [Member] | |||||
Stock issued during period, shares | 14,000,000 | ||||
Warrant exercisable, per share | $ 0.05 | ||||
CEO [Member] | Common Stock [Member] | |||||
Stock issued during period, shares | 14,000,000 | ||||
Board of Directors [Member] | |||||
Number of common stock options shares vested | 2,000,000 | ||||
Stock options exercisable date | May 1, 2020 | ||||
Stock option exercise price per share | $ 0.07 | ||||
Stock based volatility rate | 234.00% | ||||
Call option per share | $ 0.0525 | ||||
Call option value | $ 105,083 | ||||
Board of Directors One [Member] | |||||
Number of common stock options shares vested | 1,000,000 | ||||
Stock options exercisable date | May 1, 2020 | ||||
Stock option exercise price per share | $ 0.07 | ||||
Stock based volatility rate | 234.00% | ||||
Call option per share | $ 0.0525 | ||||
Call option value | $ 52,542 | ||||
Three Directors [Member] | |||||
Shares issued for services, shares | 2,000,000 | ||||
Fair value of issued common stock | $ 34,600 | ||||
Three Directors One [Member] | |||||
Shares issued for services, shares | 2,000,000 | ||||
Fair value of issued common stock | $ 51,900 |
Fair Value of Financial Instr42
Fair Value of Financial Instruments (Details Narrative) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Short term, unsecured, promissory notes | $ 548,000 | $ 143,000 |
Short term debt, discounts | 154,635 | 60 |
Long term debt | 269,328 | 39,729 |
Long term debt, net of discounts | 665,672 | 885,271 |
Derivative liabilities | 2,520,799 | 482,674 |
Convertible debentures | 270,000 | 300,000 |
Convertible debentures, discounts | 199,340 | 241,634 |
Level 2 [Member] | ||
Short term, unsecured, promissory notes | 548,000 | 143,000 |
Short term debt, discounts | 154,635 | 60 |
Level 3 [Member] | ||
Long term debt | 925,000 | |
Long term debt, net of discounts | 655,672 | 885,271 |
Derivative liabilities | 2,520,799 | 482,674 |
Convertible debentures | 270,000 | 300,000 |
Convertible debentures, discounts | $ 199,340 | $ 241,634 |
Fair Value of Financial Instr43
Fair Value of Financial Instruments - Schedule of Financial Instruments at Fair Value on Non-recurring Basis (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative liability | $ 2,520,799 | $ 482,674 | $ 1,038,504 |
Level 1 [Member] | Fair Value Measurements Nonrecurring [Member] | |||
Cash | 62,774 | 145,119 | |
Total assets | 62,774 | 145,119 | |
Convertible debentures, net of discounts | |||
Long term debt | |||
Short term debt | |||
Derivative liability | |||
Total liabilities | |||
Total fair value | 62,774 | 145,119 | |
Level 2 [Member] | Fair Value Measurements Nonrecurring [Member] | |||
Cash | |||
Total assets | |||
Convertible debentures, net of discounts | |||
Long term debt | 269,328 | 39,729 | |
Short term debt | 393,365 | 142,940 | |
Derivative liability | |||
Total liabilities | 662,693 | 182,669 | |
Total fair value | (662,693) | (182,669) | |
Level 3 [Member] | Fair Value Measurements Nonrecurring [Member] | |||
Cash | |||
Total assets | |||
Convertible debentures, net of discounts | 70,660 | 58,366 | |
Long term debt | |||
Short term debt | |||
Derivative liability | 2,520,799 | 482,674 | |
Total liabilities | 2,591,459 | 541,040 | |
Total fair value | $ (2,591,459) | $ (541,040) |
Fair Value of Financial Instr44
Fair Value of Financial Instruments - Schedule of Financial Instruments at Fair Value on Non-recurring Basis (Details) (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value Disclosures [Abstract] | ||
Convertible debentures, discounts | $ 199,340 | $ 241,634 |
Long term debt, discounts | 665,672 | 885,271 |
Short term debt, discounts | $ 154,635 | $ 60 |
Subsidiary Formation (Details N
Subsidiary Formation (Details Narrative) - USD ($) | Jul. 08, 2014 | Jun. 30, 2017 | Dec. 02, 2015 | Dec. 31, 2014 | Dec. 08, 2014 |
Minority interests ownership percent | 16.00% | ||||
Mr. Bradley [Member] | |||||
Minority interests ownership percent | 3.00% | ||||
Mr. Berk [Member] | |||||
Minority interests ownership percent | 1.00% | ||||
Key Experts and Advisors [Member] | |||||
Ownership percent | 16.00% | ||||
Individuals [Member] | |||||
Minority interests ownership percent | 1.00% | ||||
Sale of parent equity interest | $ 60,000 | ||||
Investor [Member] | |||||
Ownership percent | 3.00% | 1.60% | |||
Minority interests ownership percent | 1.60% | ||||
Founding [Member] | |||||
Minority interests ownership percent | 3.00% | ||||
Green Leaf Farms Holdings, Inc [Member] | |||||
Ownership percent | 84.00% | ||||
Players Network [Member] | |||||
Ownership percent | 84.00% | 85.40% | 85.40% | ||
Minority interests ownership percent | 14.60% | 14.60% |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Security deposit | $ 52,100 | $ 50,000 |
Prepaid expenses | 73,192 | 35,150 |
Other current assets | $ 125,292 | $ 85,150 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventories (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 16,097 | |
Finished goods | 243,722 | |
Inventory, net | $ 259,819 |
Fixed Assets and Construction48
Fixed Assets and Construction in Progress (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 14,308 | $ 14,614 |
Fixed Assets and Construction49
Fixed Assets and Construction in Progress - Summary of Fixed Assets (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
Fixed assets, gross | $ 570,119 | $ 163,578 | |
Less accumulated depreciation | (148,758) | (134,450) | |
Fixed assets, net | 421,361 | 29,128 | |
Office Equipment [Member] | |||
Fixed assets, gross | 88,243 | 60,968 | |
Website Development Costs [Member] | |||
Fixed assets, gross | 99,880 | 99,880 | |
Furniture and Fixtures [Member] | |||
Fixed assets, gross | 8,154 | $ 2,730 | |
Leasehold Improvements [Member] | |||
Fixed assets, gross | $ 373,842 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued Payroll, Officers | $ 70,982 | $ 31,343 |
Accrued Payroll and Payroll Taxes | 135,234 | 135,234 |
Accrued Interest | 60,003 | 21,841 |
Refundable Advances | 100,000 | 105,000 |
Accrued Expenses | $ 366,219 | $ 293,418 |
Settlements Payable (Details Na
Settlements Payable (Details Narrative) | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 22, 2016USD ($)Number |
Settlements liabilities | $ 70,000 | ||
PayOff Agreement [Member] | WHC Capital, LLC [Member] | |||
Settlements liabilities | $ 100,000 | ||
Number of settlement installments | Number | 5 | ||
Number of convertible notes | Number | 2 | ||
PayOff Agreement [Member] | WHC Capital, LLC [Member] | October 21, 2016 through February 21, 2017 [Member] | |||
Settlements liabilities | $ 114,002 | ||
PayOff Agreement [Member] | WHC Capital, LLC [Member] | Range One [Member] | October 21, 2016 through February 21, 2017 [Member] | |||
Settlements liabilities | 15,000 | ||
PayOff Agreement [Member] | WHC Capital, LLC [Member] | Range Two [Member] | October 21, 2016 through February 21, 2017 [Member] | |||
Settlements liabilities | $ 25,000 |
Convertible Debentures (Details
Convertible Debentures (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Amortization of note discounts | $ 42,294 | $ 249,879 | |
Interest expense on convertible debt | $ 8,903 | $ 19,040 | |
Convertible Debt [Member] | |||
Total discounts for variable conversion features of the convertible debts | $ 257,379 | ||
Maximum percentage of debt holder owning issued and outstanding shares | 4.99% |
Convertible Debentures - Schedu
Convertible Debentures - Schedule of Convertible Debentures (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Total convertible debentures | $ 270,000 | $ 300,000 |
Less: unamortized debt discounts | (199,340) | (241,634) |
Convertible debentures | 70,660 | 58,366 |
Convertible Debt [Member] | ||
Total convertible debentures | 200,000 | 200,000 |
Convertible Debt One [Member] | ||
Total convertible debentures | 35,000 | 35,000 |
Convertible Debt Two [Member] | ||
Total convertible debentures | 30,000 | |
Convertible Debt Three [Member] | ||
Total convertible debentures | $ 35,000 | $ 35,000 |
Convertible Debentures - Sche54
Convertible Debentures - Schedule of Convertible Debentures (Details) (Parenthetical) - USD ($) | Jun. 16, 2017 | Jun. 16, 2017 | Apr. 25, 2017 | Apr. 18, 2017 | Aug. 19, 2016 | Aug. 15, 2016 | Aug. 15, 2016 | Jul. 28, 2016 | Jun. 24, 2016 | Apr. 24, 2014 | Jun. 30, 2017 | Jun. 30, 2016 | May 08, 2017 |
Net proceeds from convertible debt | $ 30,000 | ||||||||||||
Debt principal amount | $ 30,000 | $ 30,000 | |||||||||||
Debt conversion of shares value | $ 32,350 | $ 40,000 | |||||||||||
Debt conversion of convertible shares | 392,155 | 2,009,419 | |||||||||||
Amortized debt issuance cost | $ 2,177 | $ 1,514 | |||||||||||
$400,000 [Member] | |||||||||||||
Exercise price per share | $ 0.05 | ||||||||||||
Warrants and exercise price details | 10 million shares exercisable at $0.05 per share over 2 years | ||||||||||||
$400,001 - $800,000 [Member] | |||||||||||||
Exercise price per share | $ 0.06 | ||||||||||||
Warrants and exercise price details | 15 million shares exercisable at $0.06 per share over 2 years | ||||||||||||
$800,001 - $1,600,000 [Member] | |||||||||||||
Exercise price per share | $ 0.07 | ||||||||||||
Warrants and exercise price details | 15 million shares exercisable at $0.07 per share over 2 years | ||||||||||||
$1,600,001 - $2,500,000 [Member] | |||||||||||||
Exercise price per share | $ 0.08 | ||||||||||||
Warrants and exercise price details | 10 million shares exercisable at $0.08 per share over 2 years | ||||||||||||
Convertible Debt [Member] | |||||||||||||
Net proceeds from convertible debt | $ 2,500,000 | ||||||||||||
Debt principal amount | $ 50,000,000 | $ 50,000,000 | |||||||||||
Gross revenue | 20.00% | ||||||||||||
Debt instrument, maturity date, description | The convertible debenture, bearing interest at 5% per annum, will mature 24 months after the full investment is realized, and is convertible into common stock at a 25% discount to the preceding 30 day average closing stock price. | ||||||||||||
Convertible debt bearing interest percent | 5.00% | 5.00% | |||||||||||
Debt conversion of shares value | $ 25,000 | $ 175,000 | |||||||||||
Convertible Debt [Member] | 30 Days [Member] | |||||||||||||
Common stock discount rate | 200.00% | ||||||||||||
Convertible Debt [Member] | Medical Marijuana Holdings [Member] | |||||||||||||
Gross revenue | 20.00% | ||||||||||||
Convertible Debt One [Member] | |||||||||||||
Net proceeds from convertible debt | $ 35,000 | ||||||||||||
Debt principal amount | $ 165,000 | ||||||||||||
Convertible debt bearing interest percent | 8.00% | 10.00% | |||||||||||
Convertible debt maturity date | Jul. 28, 2017 | ||||||||||||
Percent of convertible debt conversion | 78.00% | ||||||||||||
Convertible debt trading days | 10 days | ||||||||||||
Convertible Debt Two [Member] | |||||||||||||
Net proceeds from convertible debt | $ 30,000 | $ 33,250 | |||||||||||
Convertible debt bearing interest percent | 24.00% | 8.00% | 8.00% | ||||||||||
Debt conversion of shares value | 32,350 | $ 35,000 | |||||||||||
Convertible debt maturity date | May 31, 2017 | Jun. 24, 2017 | Apr. 11, 2015 | ||||||||||
Percent of convertible debt conversion | 78.00% | 55.00% | |||||||||||
Convertible debt trading days | 10 days | 12 days | |||||||||||
Debt instrument principal amount | 30,000 | $ 10,000 | |||||||||||
Debt instrument interest | $ 2,350 | $ 200 | |||||||||||
Debt conversion of convertible shares | 392,155 | ||||||||||||
Debt conversion description | The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty five percent (55%) of the average of the lowest closing bid prices of the Companys common stock for the twelve (12) trading days prior to, and including, the conversion date. The note carries an eighteen percent (18%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Companys issued and outstanding shares. | ||||||||||||
Maximum percent of debt holder owning issued and outstanding shares | 4.99% | ||||||||||||
Amortized debt issuance cost | $ 1,750 | ||||||||||||
Common stock reserved for potential conversions | 5,000,000 |
Short Term Debt (Details Narrat
Short Term Debt (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Amortization of note discount | $ 377,026 | $ 255,165 |
Interest expenses on promissory notes | 8,681 | 564 |
Short-term Debt [Member] | ||
Amortization of note discount | $ 92,995 | $ 912 |
Short Term Debt - Summary of Sh
Short Term Debt - Summary of Short-Term Debt (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Short term borrowings | $ 548,000 | $ 143,000 |
Short term debt, discounts | (154,635) | (60) |
Short term debt | 393,365 | 142,940 |
Short-term Debt One [Member] | ||
Short term borrowings | 330,000 | |
Short-term Debt Two [Member] | ||
Short term borrowings | ||
Short-term Debt Three [Member] | ||
Short term borrowings | 25,000 | |
Short-term Debt Four [Member] | ||
Short term borrowings | 50,000 | |
Short-term Debt Five [Member] | ||
Short term borrowings | $ 143,000 | $ 143,000 |
Short Term Debt - Summary of 57
Short Term Debt - Summary of Short-Term Debt (Details) (Parenthetical) - USD ($) | Jun. 23, 2017 | Jun. 16, 2017 | Jun. 09, 2017 | May 08, 2017 | Apr. 25, 2017 | Apr. 21, 2017 | Apr. 05, 2017 | Jul. 28, 2016 | Jun. 24, 2016 | Jun. 02, 2016 | Jun. 02, 2016 | Apr. 24, 2014 | Apr. 20, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Proceeds from short term debt | $ 385,000 | $ 188,000 | |||||||||||||
Debt principal amount | $ 30,000 | ||||||||||||||
Warrant exercise price per share | $ 0.04 | $ 0.05 | |||||||||||||
Aggregate gross proceeds from issuance of warrants | $ 100,000 | $ 75,000 | |||||||||||||
Debt default rate | 0.00% | ||||||||||||||
Short-term Debt One [Member] | |||||||||||||||
Proceeds from short term debt | $ 150,000 | ||||||||||||||
Short term debt maturity date | May 31, 2022 | ||||||||||||||
Aggregate gross proceeds from issuance of warrants | $ 300,000 | ||||||||||||||
Weighted average exercise price | $ 0.25 | ||||||||||||||
Convertible Debt One [Member] | |||||||||||||||
Debt principal amount | $ 165,000 | ||||||||||||||
Short term debt maturity date | Jul. 28, 2017 | ||||||||||||||
Number of detachable warrants to acquire shares of common stock | 1,500,000 | ||||||||||||||
Warrant exercise price per share | $ 0.14 | ||||||||||||||
Debt interest rate | 10.00% | 8.00% | |||||||||||||
Convertible Debt Two [Member] | |||||||||||||||
Proceeds from short term debt | $ 10,000 | ||||||||||||||
Short term debt maturity date | May 31, 2017 | Jun. 24, 2017 | Apr. 11, 2015 | ||||||||||||
Debt interest rate | 24.00% | 8.00% | 8.00% | ||||||||||||
Debt periodic payment | $ 10,200 | ||||||||||||||
Debt Principal payment | 30,000 | 10,000 | |||||||||||||
Debt interest payment | $ 2,350 | $ 200 | |||||||||||||
Convertible Debt Three [Member] | |||||||||||||||
Short term debt maturity date | Jul. 20, 2017 | ||||||||||||||
Warrant exercise price per share | $ 0.08 | ||||||||||||||
Debt interest rate | 5.00% | ||||||||||||||
Common stock conversion price per share | $ 0.04 | ||||||||||||||
Convertible Debt Three [Member] | Maximum [Member] | |||||||||||||||
Warrant exercise price per share | $ 0.16 | ||||||||||||||
Convertible Debt Four [Member] | |||||||||||||||
Short term debt maturity date | Jul. 5, 2017 | ||||||||||||||
Warrant exercise price per share | $ 0.08 | ||||||||||||||
Debt interest rate | 5.00% | ||||||||||||||
Common stock conversion price per share | $ 0.04 | ||||||||||||||
Convertible Debt Four [Member] | Maximum [Member] | |||||||||||||||
Warrant exercise price per share | $ 0.16 | ||||||||||||||
Convertible Debt Five [Member] | |||||||||||||||
Proceeds from short term debt | $ 143,000 | ||||||||||||||
Convertible Debt Five [Member] | Stock Options [Member] | |||||||||||||||
Number of detachable warrants to acquire shares of common stock | 5,000,000 | 5,000,000 | 3,000,000 | ||||||||||||
Warrant exercise price per share | $ 0.01 | $ 0.01 | $ 0.08 | ||||||||||||
Options fair value | $ 6,996 | ||||||||||||||
Debt default rate | 10.00% | ||||||||||||||
Convertible Debt Five [Member] | First ZG Note [Member] | |||||||||||||||
Short term debt maturity date | Jan. 3, 2017 | ||||||||||||||
Debt interest rate | 4.00% | 4.00% |
Long Term Debt (Details Narrati
Long Term Debt (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Amortization of debt discount | $ 377,026 | $ 255,165 |
Convertible promissory note interest | 8,903 | 19,040 |
Unsecured Debenture [Member] | ||
Amortization of debt discount | 229,599 | 0 |
Convertible promissory note interest | $ 23,128 | $ 0 |
Long Term Debt - Schedule of Lo
Long Term Debt - Schedule of Long Term Debt (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Less: unamortized debt discounts | $ (665,672) | $ (885,271) |
Long term debt | 269,328 | 39,729 |
Long Term Debt [Member] | ||
Long term borrowings | $ 925,000 | $ 925,000 |
Long Term Debt - Schedule of 60
Long Term Debt - Schedule of Long Term Debt (Details) (Parenthetical) - USD ($) | Dec. 19, 2016 | Dec. 02, 2016 | Nov. 21, 2016 | Nov. 02, 2016 | Jun. 23, 2017 | Jun. 16, 2017 | Jun. 09, 2017 |
Debt principal amount | $ 30,000 | ||||||
Warrant exercise price per share | $ 0.04 | $ 0.05 | |||||
Long Term Debt [Member] | |||||||
Advanced amount | $ 266,000 | $ 267,000 | $ 267,000 | $ 125,000 | |||
Long Term Debt [Member] | PNTV Investors Note [Member] | |||||||
Advanced amount | $ 25,000 | ||||||
Long Term Debt [Member] | SK L-43, LLC [Member] | |||||||
Warrant to purchase of common stock | 92,500,002 | ||||||
Warrant average closing price percentage | 125.00% | ||||||
Warrant vested percentage | 300.00% | ||||||
Long Term Debt [Member] | SK L-43, LLC [Member] | Pre-Advance Closing Average [Member] | |||||||
Warrant average closing price percentage | 80.00% | ||||||
Long Term Debt [Member] | SK L-43, LLC [Member] | Post-Advance Closing Average [Member] | |||||||
Warrant average closing price percentage | 125.00% | ||||||
Long Term Debt [Member] | SK L-43, LLC [Member] | Minimum [Member] | |||||||
Warrant exercise price per share | $ 0.03 | ||||||
Long Term Debt [Member] | SK L-43, LLC [Member] | Maximum [Member] | |||||||
Warrant exercise price per share | $ 0.06 | ||||||
Long Term Debt [Member] | SK L-43, LLC [Member] | April 1, 2017 and May 1, 2017 [Member] | |||||||
Warrant to purchase of common stock | 42,857,142 | ||||||
Additional loan | $ 1,500,000 | ||||||
Long Term Debt [Member] | Letter Agreement [Member] | SK L-43, LLC [Member] | |||||||
Debt principal amount | $ 925,000 | ||||||
Debt interest rate | 5.00% | ||||||
Debt maturity year | 2 years | ||||||
Long Term Debt [Member] | Letter Agreement [Member] | SK L-43, LLC [Member] | April 1, 2017 and May 1, 2017 [Member] | |||||||
Debt principal amount | $ 1,500,000 |
Long Term Debt - Components of
Long Term Debt - Components of Interest Expense by Instrument Type (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Debt Disclosure [Abstract] | ||
Interest on convertible debentures | $ 8,903 | $ 19,040 |
Amortization of debt discounts | 377,026 | 255,165 |
Interest on short term debt | 31,809 | 564 |
Accounts payable related finance charges | 2,177 | 1,514 |
Interest expense | $ 419,915 | $ 276,283 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 23, 2017 | Jun. 09, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative liabilities current | $ 2,520,799 | $ 2,520,799 | $ 482,674 | $ 1,038,504 | ||||
Change in derivative liabilities | $ 1,767,977 | $ (220,788) | 1,867,832 | $ 42,593 | ||||
Amount of loss excess of convertible notes face value | 1,867,832 | 42,593 | ||||||
Fair value of warrant | $ 1,792,445 | 18,673 | ||||||
Warrant exercise price per share | $ 0.04 | $ 0.05 | ||||||
Monthly trading volume increase percentage | 0.00% | |||||||
Convertible note interest rate in case of default | 0.00% | |||||||
Minimum [Member] | Convertible Debt [Member] | ||||||||
Monthly trading volume increase percentage | 1.00% | |||||||
Convertible note interest rate in case of default | 5.00% | |||||||
Maximum [Member] | Convertible Debt [Member] | ||||||||
Monthly trading volume increase percentage | 5.00% | |||||||
Convertible note interest rate in case of default | 50.00% | |||||||
Warrant [Member] | Minimum [Member] | ||||||||
Warrant exercise price per share | $ 0.03 | $ 0.03 | ||||||
Warrant exercise period | 2 years | |||||||
Conversion of ownership interest monthly | 4.99% | |||||||
Warrant [Member] | Maximum [Member] | ||||||||
Warrant exercise price per share | $ 0.20 | $ 0.20 | ||||||
Warrant exercise period | 10 years | |||||||
Conversion of ownership interest monthly | 10.00% | |||||||
Convertible Debt [Member] | ||||||||
Fair value of convertible debt | $ 75,387 | $ 23,956 | $ 75,387 | $ 23,956 | ||||
Monthly trade volume, value | $ 1,112,000 | |||||||
Monthly trading volume increase percentage | 1.00% | |||||||
Initially Available Convertible Note [Member] | ||||||||
Convertible note interest rate in case of default | 0.00% |
Derivative Liabilities - Summar
Derivative Liabilities - Summary of Derivative Liability Value (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Derivative liability | $ 2,520,799 | $ 482,674 |
Common Stock Warrants [Member] | ||
Derivative liability | 2,012,126 | 20,185 |
Convertible Debentures [Member] | ||
Derivative liability | $ 508,673 | $ 462,489 |
Derivative Liabilities - Summ64
Derivative Liabilities - Summary of Changes in Fair Market Value of Derivative Liability (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Derivative Liability [Abstract] | ||
Derivative liability, beginning balance | $ 482,674 | $ 1,038,504 |
Increase in derivative value due to issuances of convertible promissory notes | 261,796 | |
Increase in derivative value attributable to issuance of warrants | 351,523 | 7,400 |
Change in fair market value of derivative liabilities due to the mark to market adjustment | 1,867,832 | 227,102 |
Debt conversions and redemptions | (181,230) | (1,052,128) |
Derivative liability - ending balance | $ 2,520,799 | $ 482,674 |
Changes in Stockholders' Equi65
Changes in Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | Jun. 29, 2017 | Jun. 23, 2017 | Jun. 21, 2017 | Jun. 16, 2017 | Jun. 13, 2017 | Jun. 09, 2017 | May 02, 2017 | Apr. 20, 2017 | Apr. 18, 2017 | Feb. 02, 2017 | Jan. 26, 2017 | Jan. 22, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Jul. 22, 2015 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 | ||||||||||||||
Common stock, shares issued | 559,915,813 | 524,394,239 | ||||||||||||||
Common stock, shares outstanding | 559,915,813 | 524,394,239 | ||||||||||||||
Warrant exercise price per share | $ 0.04 | $ 0.05 | ||||||||||||||
Number of warrants exercised | 1,500,000 | |||||||||||||||
Proceeds from warrants exercised | $ 100,000 | $ 75,000 | ||||||||||||||
Shares converted into stock | 392,155 | 2,009,419 | ||||||||||||||
Shares converted into stock, value | $ 32,350 | $ 40,000 | ||||||||||||||
Debt instrument face amount | 30,000 | |||||||||||||||
Unpaid interest | $ 3,250 | |||||||||||||||
Stock issued during period for services, value | $ (174,925) | |||||||||||||||
CEO [Member] | ||||||||||||||||
Stock issued during period, shares | 14,000,000 | |||||||||||||||
Stock issued during period values | $ 350,000 | |||||||||||||||
Warrant exercise price per share | $ 0.05 | |||||||||||||||
Warrants exercisable term | 2 years | |||||||||||||||
Shares issued for services, shares | 2,000,000 | |||||||||||||||
Stock issued during period for services, value | $ 34,600 | |||||||||||||||
Four Service Providers [Member] | ||||||||||||||||
Shares issued for services, shares | 1,220,000 | |||||||||||||||
Stock issued during period for services, value | $ 76,250 | |||||||||||||||
Five Service Providers [Member] | ||||||||||||||||
Shares issued for services, shares | 1,050,000 | |||||||||||||||
Stock issued during period for services, value | $ 65,625 | |||||||||||||||
Consultant [Member] | ||||||||||||||||
Sale of stock price per share | $ 0.07 | |||||||||||||||
Shares issued for services, shares | 350,000 | 200,000 | ||||||||||||||
Stock issued during period for services, value | $ 15,750 | $ 3,460 | ||||||||||||||
Consultant [Member] | GLFH LLC [Member] | ||||||||||||||||
Shares issued for services, shares | 500,000 | |||||||||||||||
Stock issued during period for services, value | $ 8,650 | |||||||||||||||
Landlord [Member] | ||||||||||||||||
Stock issued during period, shares | 100,000 | |||||||||||||||
Stock issued during period values | $ 11,400 | |||||||||||||||
Three Directors [Member] | ||||||||||||||||
Shares issued for services, shares | 2,000,000 | |||||||||||||||
Stock issued during period for services, value | $ 34,600 | |||||||||||||||
Three Directors One [Member] | ||||||||||||||||
Shares issued for services, shares | 2,000,000 | |||||||||||||||
Stock issued during period for services, value | $ 51,900 | |||||||||||||||
Consultant One [Member] | ||||||||||||||||
Sale of stock price per share | $ 0.07 | |||||||||||||||
Shares issued for services, shares | 150,000 | |||||||||||||||
Stock issued during period for services, value | $ 2,595 | |||||||||||||||
Consultant One [Member] | GLFH LLC [Member] | ||||||||||||||||
Shares issued for services, shares | 150,000 | |||||||||||||||
Stock issued during period for services, value | $ 2,595 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Stock issued during period, shares | 500,000 | 1,000,000 | 1,000,000 | |||||||||||||
Warrants [Member] | ||||||||||||||||
Stock issued during period, shares | 500,000 | 1,000,000 | 1,000,000 | |||||||||||||
Warrant exercise price per share | $ 0.15 | $ 0.15 | $ 0.15 | |||||||||||||
Warrants exercisable term | 3 years | 3 years | 3 years | |||||||||||||
Common Stock One [Member] | ||||||||||||||||
Stock issued during period, shares | 1,000,000 | |||||||||||||||
Warrants One [Member] | ||||||||||||||||
Stock issued during period, shares | 1,000,000 | |||||||||||||||
Warrant exercise price per share | $ 0.15 | |||||||||||||||
Warrants exercisable term | 3 years | |||||||||||||||
Warrant [Member] | CEO [Member] | ||||||||||||||||
Stock issued during period, shares | 14,000,000 | |||||||||||||||
Individual Investors [Member] | ||||||||||||||||
Stock issued during period, shares | 500,000 | 1,000,000 | 1,000,000 | |||||||||||||
Sale of stock price per share | $ 0.10 | $ 0.10 | $ 0.05 | |||||||||||||
Stock issued during period values | $ 50,000 | $ 100,000 | $ 50,000 | |||||||||||||
Warrant Holder [Member] | ||||||||||||||||
Warrant exercise price per share | $ 0.04 | |||||||||||||||
Number of warrants exercised | 2,500,000 | |||||||||||||||
Proceeds from warrants exercised | $ 100,000 | |||||||||||||||
Another Individual Investors [Member] | ||||||||||||||||
Stock issued during period, shares | 1,000,000 | |||||||||||||||
Stock issued during period values | $ 50,000 | |||||||||||||||
Warrant exercise price per share | $ 0.20 | |||||||||||||||
Warrants exercisable term | 3 years | |||||||||||||||
Individual Investors One [Member] | ||||||||||||||||
Stock issued during period, shares | 1,000,000 | |||||||||||||||
Sale of stock price per share | $ 0.075 | |||||||||||||||
Another Individual Investors One [Member] | ||||||||||||||||
Stock issued during period, shares | 1,000,000 | |||||||||||||||
Stock issued during period values | $ 75,000 | |||||||||||||||
Warrant exercise price per share | $ 0.20 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 50,000,000 | |||||||||||||
Preferred stock designated | 2,000,000 | |||||||||||||||
Preferred stock, shares issued | 2,000,000 | 2,000,000 | ||||||||||||||
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 | ||||||||||||||
Preferred stock description | The Series A shares carry 25:1 preferential voting rights, and are convertible into shares of common stock on a 1:1 basis. | |||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||
Preferred stock, shares authorized | 12,000,000 | 12,000,000 | ||||||||||||||
Preferred stock, shares issued | 12,000,000 | 12,000,000 | ||||||||||||||
Preferred stock, shares outstanding | 12,000,000 | 12,000,000 | ||||||||||||||
Preferred stock description | The Series C shares carry 50:1 preferential voting rights, and are convertible into shares of common stock on a 1:1 basis. | |||||||||||||||
Preferred Stock [Member] | ||||||||||||||||
Preferred stock, remaining undesignated | 36,000,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Common stock, shares authorized | 1,200,000,000 | |||||||||||||||
Common stock, shares issued | 563,870,813 | |||||||||||||||
Common stock, shares outstanding | 563,870,813 | |||||||||||||||
Number of shares reserved | 8,075,272 | |||||||||||||||
Common Stock [Member] | CEO [Member] | ||||||||||||||||
Stock issued during period, shares | 14,000,000 |
Options and Warrants (Details N
Options and Warrants (Details Narrative) - USD ($) | Jun. 29, 2017 | Jun. 29, 2017 | Jun. 23, 2017 | Jun. 21, 2017 | Jun. 13, 2017 | Jun. 09, 2017 | May 08, 2017 | May 02, 2017 | Mar. 01, 2017 | Jan. 26, 2017 | Jan. 08, 2017 | Jun. 16, 2017 |
Warrant exercise price per share | $ 0.04 | $ 0.05 | ||||||||||
Debt instrument face amount | $ 30,000 | |||||||||||
Warrants to purchase common stock | 2,500,000 | 1,500,000 | ||||||||||
Proceeds from warrants | $ 100,000 | $ 75,000 | ||||||||||
Number of options expired | 1,200,000 | 1,150,000 | ||||||||||
Strike price | $ 0.08 | $ 0.08 | ||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Warrant exercise price per share | $ 0.14 | |||||||||||
Purchase price | $ 150,000 | |||||||||||
Debt instrument face amount | $ 165,000 | |||||||||||
Warrant maturity date | May 31, 2022 | |||||||||||
Warrants to purchase common stock | 1,500,000 | |||||||||||
Proceeds from warrants | $ 300,000 | |||||||||||
Debt instrument maturity date | Nov. 8, 2017 | |||||||||||
Debt interest rate | 10.00% | |||||||||||
Weighted average price | $ 0.25 | |||||||||||
Common Stock [Member] | ||||||||||||
Stock issued during period, shares | 500,000 | 1,000,000 | 1,000,000 | |||||||||
Warrants [Member] | ||||||||||||
Stock issued during period, shares | 500,000 | 1,000,000 | 1,000,000 | |||||||||
Warrant exercise price per share | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.15 | ||||||||
Warrants exercisable term | 3 years | 3 years | 3 years | |||||||||
Individual Investor [Member] | ||||||||||||
Stock issued during period, shares | 500,000 | 1,000,000 | 1,000,000 | |||||||||
Sale of stock price per share | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.05 | ||||||||
Warrant exercise price per share | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.15 | ||||||||
Stock issued during period values | $ 50,000 | $ 100,000 | $ 50,000 | |||||||||
Warrants exercisable term | 3 years | 3 years | 3 years | |||||||||
Individual Investor [Member] | Common Stock [Member] | ||||||||||||
Stock issued during period, shares | 500,000 | 1,000,000 | 1,000,000 | |||||||||
Individual Investor [Member] | Warrants [Member] | ||||||||||||
Stock issued during period, shares | 500,000 | 1,000,000 | 1,000,000 | |||||||||
Another Individual Investors [Member] | Warrants [Member] | ||||||||||||
Stock issued during period, shares | 1,000,000 | |||||||||||
Warrant exercise price per share | $ 0.20 | |||||||||||
Warrants exercisable term | 3 years | |||||||||||
Individual Investor One [Member] | ||||||||||||
Stock issued during period, shares | 1,000,000 | |||||||||||
Sale of stock price per share | $ 0.075 | |||||||||||
Warrant exercise price per share | $ 0.15 | |||||||||||
Stock issued during period values | $ 75,000 | |||||||||||
Warrants exercisable term | 3 years | |||||||||||
Individual Investor One [Member] | Common Stock [Member] | ||||||||||||
Stock issued during period, shares | 1,000,000 | |||||||||||
Individual Investors One [Member] | Warrant [Member] | ||||||||||||
Stock issued during period, shares | 1,000,000 | |||||||||||
Another Individual Investors One [Member] | Warrants [Member] | ||||||||||||
Stock issued during period, shares | 1,000,000 | |||||||||||
Warrant exercise price per share | $ 0.20 | |||||||||||
Warrants exercisable term | 3 years | |||||||||||
CEO [Member] | ||||||||||||
Stock issued during period, shares | 14,000,000 | |||||||||||
Warrant exercise price per share | $ 0.05 | |||||||||||
Stock issued during period values | $ 350,000 | |||||||||||
Warrants exercisable term | 2 years | |||||||||||
CEO [Member] | Common Stock [Member] | ||||||||||||
Stock issued during period, shares | 14,000,000 | |||||||||||
CEO [Member] | Warrant [Member] | ||||||||||||
Stock issued during period, shares | 14,000,000 | |||||||||||
Member of Board [Member] | ||||||||||||
Sale of stock price per share | $ 0.07 | |||||||||||
Stock option granted | 2,000,000 | |||||||||||
Stock option expiration date | May 1, 2020 | |||||||||||
Stock option volatility rate | 234.00% | |||||||||||
Call option value | $ 0.0525 | |||||||||||
Stock issued during period acquisition, value | $ 105,083 | |||||||||||
Member of Board One [Member] | ||||||||||||
Sale of stock price per share | $ 0.07 | |||||||||||
Stock option granted | 1,000,000 | |||||||||||
Stock option expiration date | May 1, 2020 | |||||||||||
Stock option volatility rate | 234.00% | |||||||||||
Call option value | $ 0.0525 | |||||||||||
Stock issued during period acquisition, value | $ 52,542 | |||||||||||
Consultant [Member] | ||||||||||||
Sale of stock price per share | $ 0.07 | |||||||||||
Stock option granted | 1,000,000 | |||||||||||
Stock option expiration date | May 1, 2020 | |||||||||||
Stock option volatility rate | 234.00% | |||||||||||
Call option value | $ 0.0525 | |||||||||||
Stock issued during period acquisition, value | $ 52,542 | |||||||||||
Consultant One [Member] | ||||||||||||
Sale of stock price per share | $ 0.07 | |||||||||||
Stock option granted | 500,000 | |||||||||||
Stock option expiration date | May 1, 2020 | |||||||||||
Stock option volatility rate | 234.00% | |||||||||||
Call option value | $ 0.0525 | |||||||||||
Stock issued during period acquisition, value | $ 26,271 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal net operating losses | $ 23,600,000 |
Net operating loss carry forwards expiration year | 2,025 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 8,260,000 | $ 7,763,000 |
Net deferred tax assets before valuation allowance | 8,260,000 | 7,763,000 |
Less: valuation allowance | (8,260,000) | (7,763,000) |
Net deferred tax assets |
Income Taxes - Schedule of U.S.
Income Taxes - Schedule of U.S. and State Statutory Income Tax Rate to Pre-tax Loss (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal and state statutory rate | 35.00% | 35.00% |
Change in valuation allowance on deferred tax assets | (35.00%) | (35.00%) |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details Narrative) - USD ($) | Dec. 09, 2014 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 02, 2015 | Dec. 08, 2014 | Jul. 08, 2014 |
Minority interests ownership percent by parent | 16.00% | |||||||
Noncontrolling interest | $ 29,786 | $ 11,657 | $ 57,249 | $ 15,353 | ||||
Net loss attributable to parent | $ 334,870 | $ 83,062 | ||||||
Subsidiaries [Member] | ||||||||
Minority interests ownership percent by parent | 15.60% | |||||||
Mark Bradley [Member] | ||||||||
Minority interests ownership percent by parent | 3.00% | |||||||
Michael Berk [Member] | ||||||||
Minority interests ownership percent by parent | 1.00% | |||||||
Non-officer [Member] | ||||||||
Minority interests ownership percent by parent | 1.60% | |||||||
Proceeds from noncontrolling interest | $ 160,000 | |||||||
Eleven Individuals [Member] | ||||||||
Minority interests ownership percent by parent | 16.00% | |||||||
Founding [Member] | ||||||||
Minority interests ownership percent by parent | 3.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 08, 2017 | Jul. 17, 2017 | Jul. 04, 2017 | May 02, 2017 | Apr. 20, 2017 | Jan. 22, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 23, 2017 | Jun. 09, 2017 |
Warrant exercise price per share | $ 0.04 | $ 0.05 | ||||||||
Shares issued for services, value | $ (174,925) | |||||||||
Consultant [Member] | ||||||||||
Shares issued for services, shares | 350,000 | 200,000 | ||||||||
Sale of stock per share | $ 0.07 | |||||||||
Shares issued for services, value | $ 15,750 | $ 3,460 | ||||||||
Volatility rate | 234.00% | |||||||||
Call option value | $ 0.0525 | |||||||||
Stock issued during period acquisition, value | $ 52,542 | |||||||||
Subsequent Event [Member] | ||||||||||
Stock issued during period, acquisition | 2,000,000 | |||||||||
Stock option exercisable | $ 0.17 | |||||||||
Sale of stock shares | 1,875,000 | |||||||||
Sale of stock per share | $ 0.16 | |||||||||
Warrants exercisable term | 3 years | |||||||||
Subsequent Event [Member] | Mr. Lawrence CFO/CCO[Member] | ||||||||||
Shares issued for services, shares | 250,000 | |||||||||
Subsequent Event [Member] | Six Service Providers [Member] | ||||||||||
Shares issued for services, shares | 605,000 | |||||||||
Shares issued for services, value | $ 102,124 | |||||||||
Subsequent Event [Member] | Seven Service Providers [Member] | ||||||||||
Shares issued for services, shares | 1,225,000 | |||||||||
Shares issued for services, value | $ 206,780 | |||||||||
Subsequent Event [Member] | CEO Mark Bradley [Member] | ||||||||||
Stock issued during period, acquisition | 1,750,000 | |||||||||
Stock option exercisable | $ 0.17 | |||||||||
Volatility rate | 226.00% | |||||||||
Call option value | $ 0.1409 | |||||||||
Stock issued during period acquisition, value | $ 246,621 | |||||||||
Subsequent Event [Member] | Michael Berk [Member] | ||||||||||
Stock issued during period, acquisition | 1,750,000 | |||||||||
Stock option exercisable | $ 0.17 | |||||||||
Volatility rate | 226.00% | |||||||||
Call option value | $ 0.1409 | |||||||||
Stock issued during period acquisition, value | $ 246,621 | |||||||||
Subsequent Event [Member] | Director Brett Pojunis [Member] | ||||||||||
Stock issued during period, acquisition | 3,000,000 | |||||||||
Stock option exercisable | $ 0.17 | |||||||||
Volatility rate | 226.00% | |||||||||
Call option value | $ 0.1409 | |||||||||
Stock issued during period acquisition, value | $ 422,779 | |||||||||
Subsequent Event [Member] | Consultant [Member] | ||||||||||
Stock issued during period, acquisition | 1,750,000 | |||||||||
Stock option exercisable | $ 0.17 | |||||||||
Volatility rate | 226.00% | |||||||||
Call option value | $ 0.1409 | |||||||||
Stock issued during period acquisition, value | $ 246,621 | |||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||
Sale of stock shares | 1,875,000 | |||||||||
Warrant exercise price per share | $ 0.21 | |||||||||
Subsequent Event [Member] | Warrant One [Member] | ||||||||||
Sale of stock shares | 1,875,000 | |||||||||
Warrant exercise price per share | $ 0.24 | |||||||||
Warrants exercisable term | 3 years | |||||||||
Proceeds from warrants exercises | $ 300,000 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||
Sale of stock shares | 1,875,000 |