Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jan. 25, 2019 | |
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, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 678,072,453 | |
Trading Symbol | PNTV | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 19,019 | $ 65,840 |
Accounts receivable | 5,964 | |
Other current assets | 126,320 | 83,180 |
Inventory | 77,969 | 255,486 |
Current assets held for sale | 3,778,038 | |
Total current assets | 4,007,310 | 404,506 |
Fixed assets, net | 379,198 | 396,455 |
Construction in progress | 590,696 | 408,812 |
Total Assets | 4,977,204 | 1,209,773 |
Current liabilities: | ||
Accounts payable | 771,134 | 702,865 |
Accrued expenses | 514,450 | 448,538 |
Deferred rent obligations | 32,123 | 28,809 |
Convertible debentures, net of discounts of $1,820,149 and $790,621 at June 30, 2018 and December 31, 2017, respectively | 341,651 | 374,679 |
Short term debt, net of discounts of $192,673 and $432,190 at June 30, 2018 and December 31, 2017, respectively | 1,122,327 | 775,810 |
Derivative liabilities | 5,396,061 | 9,530,296 |
Current liabilities held for sale | 4,205,681 | |
Total current liabilities | 12,383,427 | 11,860,997 |
Total Liabilities | 12,383,427 | 11,860,997 |
Stockholders' (Deficit): | ||
Common stock, $0.001 par value, 1,200,000,000 shares authorized; 621,529,160 and 580,716,669 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 621,529 | 580,717 |
Additional paid-in capital | 36,189,302 | 33,753,106 |
Subscriptions payable, consisting of 3,418,508 and -0- shares at June 30, 2018 and December 31, 2017, respectively | 145,640 | |
Accumulated (deficit) | (43,886,398) | (44,597,401) |
Total Players Network's Stockholders' (Deficit) | (6,915,927) | (10,249,578) |
Noncontrolling Interest | (490,296) | (401,646) |
Total Stockholders' (Deficit) | (7,406,223) | (10,651,224) |
Total Liabilities and Stockholders' (Deficit) | 4,977,204 | 1,209,773 |
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 Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Convertible debentures, discounts | $ 1,820,149 | $ 790,621 |
Short term debt, discounts | $ 192,673 | $ 432,190 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 |
Common stock, shares issued | 621,529,160 | 580,716,669 |
Common stock, shares outstanding | 621,529,160 | 580,716,669 |
Common stock, subscription payable | 3,418,508 | 0 |
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 Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue: | $ 20,102 | $ 2,979 | $ 211,964 | $ 3,070 |
Cost of goods sold | 22,873 | 2,208 | 228,049 | 2,208 |
Gross profit (loss) | (2,771) | 771 | (16,085) | 862 |
Expenses: | ||||
Direct operating costs | 131,844 | 71,849 | 243,407 | 93,051 |
General and administrative | 694,784 | 734,430 | 1,179,179 | 1,152,866 |
Officer salaries | 72,317 | 43,750 | 141,267 | 122,100 |
Depreciation and amortization | 31,815 | 11,534 | 62,365 | 14,308 |
Total operating expenses | 930,760 | 861,563 | 1,626,218 | 1,382,325 |
Operating loss | (933,531) | (860,792) | (1,642,303) | (1,381,463) |
Other income (expense): | ||||
Other income | 30 | 87 | ||
Loss on debt extinguishment, net | (375,788) | (362,017) | ||
Goodwill impairment | (1,250,314) | (1,250,314) | ||
Interest expense, net | (500,055) | (271,380) | (1,099,440) | (419,915) |
Change in derivative liabilities | (589,654) | (1,767,977) | 5,112,148 | (1,867,832) |
Total other income (expense) | (2,715,781) | (2,039,357) | 2,400,464 | (2,287,747) |
Net income (loss) from continuing operations | (3,649,312) | (2,900,149) | 758,161 | (3,669,210) |
Discontinued operations: | ||||
Loss from discontinued operations | (135,808) | (135,808) | ||
Net income (loss) | (3,785,120) | (2,900,149) | 622,353 | (3,669,210) |
Less: Net loss attributable to the noncontrolling interest | 49,647 | 29,786 | 88,650 | 57,249 |
Net income (loss) attributable to Players Network | $ (3,735,473) | $ (2,870,363) | $ 711,003 | $ (3,611,961) |
Weighted average number of common shares outstanding - basic | 602,521,043 | 551,841,797 | 594,314,338 | 546,464,558 |
Weighted average number of common shares outstanding - fully diluted | 602,521,043 | 551,841,797 | 619,882,341 | 546,464,558 |
Net loss per share - basic | $ (0.01) | $ (0.01) | $ 0 | $ (0.01) |
Net loss per share - fully diluted | $ (0.01) | $ (0.01) | $ 0 | $ (0.01) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities | ||
Net income (loss) | $ 711,003 | $ (3,611,961) |
Minority interest in net loss | (88,650) | (57,249) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 62,365 | 14,308 |
Goodwill impairment expense | 1,250,314 | |
Loss on debt extinguishment, net | 362,017 | |
Change in fair market value of derivative liabilities | (5,737,388) | 1,867,832 |
Excess derivative | 625,240 | |
Amortization of debt discounts | 1,002,025 | 377,026 |
Stock issued for services | 54,550 | 174,925 |
Stock issued for compensation, related party | 11,940 | 121,100 |
Options issued for services | 78,813 | |
Options issued for compensation, related party | 157,625 | |
Decrease (increase) in assets: | ||
Accounts receivable | (72,064) | |
Other current assets | (48,140) | (40,142) |
Inventory | 385,875 | (259,819) |
Increase (decrease) in liabilities: | ||
Accounts payable | 601,026 | 34,183 |
Accrued expenses | 190,257 | 75,151 |
Deferred rent obligations | 3,314 | 8,184 |
Settlements payable | (30,000) | |
Net cash used in operating activities of continuing operations | (686,316) | (1,090,024) |
Net cash provided by operating activities of discontinued operations | (302,395) | |
Net cash used in operating activities | (988,711) | (1,090,024) |
Cash flows from investing activities | ||
Value of net assets acquired from LCG Business Enterprises, LLC | 135,982 | |
Cash paid for purchase of assets from LCG Business Enterprises, LLC | (1,000,000) | |
Purchase of fixed assets and construction in progress | (226,992) | (167,321) |
Net cash used in investing activities | (1,091,010) | (167,321) |
Cash flows from financing activities | ||
Proceeds from convertible debentures | 1,814,500 | |
Repayments of convertible debentures | (155,000) | |
Proceeds from short term debt | 127,000 | 385,000 |
Repayment of short term debt | (10,000) | (10,000) |
Proceeds from sale of common stock | 256,400 | 800,000 |
Net cash provided by financing activities | 2,032,900 | 1,175,000 |
Net increase (decrease) in cash | (46,821) | (82,345) |
Cash - beginning | 65,840 | 145,119 |
Cash - ending | 19,019 | 62,774 |
Supplemental disclosures: | ||
Interest paid | 750 | 200 |
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Value of shares issued for settlement of trade payables | 743,405 | |
Value of debt discounts | 1,748,736 | |
Value of shares issued for conversion of debt | 785,530 | 72,350 |
Value of warrants issued with short term debt | 229,708 | |
Value of derivative adjustment due to debt conversions | $ 770,823 | $ 59,415 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [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, 2017 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 Green Leaf Farms Holdings, LLC (2) Nevada Subsidiary GLFH Players Michigan LLC (3) Michigan Subsidiary SALINAS (1) (2) (3) 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. Our cannabis products consist of prepackaged purchased goods ready for resale, and cannabis flower grown in-house under our cultivation license, along with produced edibles and extracts developed under our production license. 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, and an additional $590,696 of construction costs have been capitalized as of June 30, 2018. Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the six months ended June 30, 2018 and 2017, or the twelve months ended December 31, 2017. Revenue is primarily generated through our subsidiary, Green Leaf Holdings, LLC. Green Leaf recognizes revenue from the sale of the following cannabis products and services to licensed dispensaries within the state of Nevada: ● Premium organic medical cannabis sold wholesale to licensed retailers ● Recreational marijuana cannabis products sold wholesale to distributors and retailers ● Extraction products such as oils and waxes derived from in-house cannabis production ● Processing and extraction services for licensed medical cannabis cultivators in Nevada ● High quality cannabis strains in the form of vegetative cuttings for sale to licensed medical cannabis cultivators in Nevada 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. The Company also intends to recognize 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. 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. Basic and Diluted Loss Per Share Basic earnings per share (“EPS”) are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net income by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include stock options, warrants and restricted stock. The number of potential common shares outstanding relating to stock options, warrants and restricted stock is computed using the treasury stock method. The reconciliation of the denominators used to calculate basic EPS and diluted EPS for the six months ended June 30, 2018 and 2017 are as follows: For the Six Months Ended June 30, 2018 2017 Weighted average common shares outstanding – basic 594,314,338 546,464,558 Plus: Potentially dilutive common shares: Stock options and warrants 25,568,003 - Weighted average common shares outstanding – diluted 619,882,341 546,464,558 For the six months ended June 30, 2017, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Stock options and warrants excluded from the calculation of diluted EPS because their effect was anti-dilutive were 126,483,872 and 116,233,872 as of June 30, 2018 and 2017, respectively. 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 June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In May 2017, the FASB issued ASU No. 2017-09 , Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting. Per ASU 2017-9, a ASU 2017-9 is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. ASU 2017-9 No other new accounting pronouncements, issued or effective during the six months ended June 30, 2018, 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, 2018 | |
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 $43,886,398, and as of June 30, 2018, the Company’s current liabilities exceeded its current assets by $8,376,117. 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. |
Asset Purchase Acquisition
Asset Purchase Acquisition | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Asset Purchase Acquisition | Note 3 – Asset Purchase Acquisition Asset Purchase Acquisition – LCG Business Enterprises, LLC, May 24, 2018 On May 24, 2018, through the Company’s newly-formed wholly-owned Michigan subsidiary, Players Michigan LLC (“Players Michigan”), purchased all of the assets of LCG Business Enterprises, LLC, a California limited liability company (“LCG”), including all of LCG’s furniture, fixtures, equipment and inventory, in consideration for an aggregate of $5,000,000, of which $1,000,000 was paid in cash at the closing and $4,000,000 was financed through short-term seller financed debt of $4,000,000 to be paid in monthly increments of $1,000,000 over the subsequent four-month period. LCG operated a California licensed commercial cannabis agricultural facility consisting of a 56,000 square foot commercial cannabis agricultural facility at 25600 Encinal Road, Salinas, California. With LCG’s operations, we expected to realize the benefits of increased efficiency, accountability, and productivity. As disclosed in Note 4, below, due to unanticipated operational and reporting issues discovered following the closing, Players Michigan and LCG rescinded the transaction on December 31, 2018. In connection with the acquisition, LCG and the Company (through Players Michigan) entered into a Management Agreement, pursuant to which the shareholder of LCG agreed to provide management services to the Company following closing. Pursuant to the agreement, the seller was to be paid a percentage of net profits until the remaining purchase price was paid in full, as follows: Percentage of Payment Net Profit Period 30% Between Closing and payment in full of Installment 2 (1) 25% Between the payment in full of Installment 2 and payment in full of Installment 3 20% Between the payment in full of Installment 3 and payment in full of Installment 4 15% Between the payment in full of Installment 4 and payment in full of Installment 5 0% From and the payment in full of Installment 5 or, if earlier, the prepayment in full of the reaming unpaid portion of the Purchase Price (1) Installment number 2 was never paid, and the liability for these fees was terminated with the rescission agreement. This acquisition was accounted for as a business combination under the purchase method of accounting, given that substantially all of the Company’s assets and ongoing operations were acquired. The purchase resulted in $1,250,314 of goodwill that was expensed as an impairment due to the discontinued operations. According to the purchase method of accounting, the Company recognized the identifiable assets acquired and liabilities assumed as follows: May 24, 2018 Consideration: Cash paid at closing $ 1,000,000 Seller financed short-term debt (1) 4,000,000 Fair value of total consideration exchanged $ 5,000,000 Fair value of identifiable assets acquired assumed: Cash $ 135,982 Inventory 3,516,000 Equipment and fixtures 97,704 Total fair value of assets assumed 3,749,686 Consideration paid in excess of fair value (Goodwill) (2) $ 1,250,314 (1) (2) Supplemental pro forma results of operations of the combined entities could not be obtained due to the lack of financial record keeping. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 4 – Discontinued Operations On December 31, 2018, the Company agreed to a Release Agreement and Agreement to Rescind and Extinguish Asset Purchase Agreement and Side Letter Agreement (“Rescission Agreement”) with respect to the transactions under the Asset Purchase Agreement that had closed on May 24, 2018 disclosed in note 3 above. The Company decided to rescind the transaction primarily due to operational and reporting issues it discovered following the closing, and decided to discontinue its operations in that location. Subsequently, all of the assets, liabilities and operations of Players Michigan purchased from LCG were returned to LCG on December 31, 2018. Pursuant to the rescission agreement, LCG paid PNTV $250,000, and agreed to pay another $350,000 upon the subsequent transaction to any third party. In addition, LCG agreed to pay PNTV an additional 25% of the gross proceeds, less deductions for applicable sales and/or any fair market investment banking commissions paid by LCG, of any sale in excess of $5,000,000, up to a maximum value of $500,000. If LCG fails to close on a subsequent transaction and pay the applicable fees by April 1, 2019, LCG shall pay PNTV a guaranteed payment of $50,000 per month until the total amount of $350,000 has been paid. A tax benefit was not recorded on this loss due to limitations on current tax recognition. The results of operations from the Salinas business unit have been retrospectively presented as losses from discontinued operations as presented below for the three months ended June 30, 2018: For the Three Months Ended June 30, 2018 Revenue: $ 438,225 Cost of goods sold 409,835 Gross profit 28,390 Expenses: General and administrative 90,760 Professional fees 71,944 Depreciation and amortization 1,494 Total operating expenses 164,198 Operating loss (135,808 ) Loss from discontinued operations $ (135,808 ) The carrying value of the assets and liabilities of the discontinued operations were comprised of the following at June 30, 2018: June 30, 2018 Assets of discontinued business unit: Cash $ 302,395 Accounts receivable 66,100 Other current assets 5,000 Inventory 3,307,642 Fixed assets, net 96,901 Total current assets held for sale $ 3,778,038 Liabilities of discontinued business unit: Accounts payable $ 133,737 Accrued expenses 71,944 Short term debt owed to LCG 4,000,000 Total current liabilities held for sale $ 4,205,681 As of June 30, 2018, we recognized an impairment loss of $1,250,314 on the goodwill derived from the acquisition in accordance with the identified discontinued operations. |
Related Party
Related Party | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party | Note 5 – Related Party Officers On January 1, 2018, pursuant to his employment agreement, our chief financial officer at that time earned $11,940 of compensation that was required to be paid with 300,000 shares of our common stock based on the closing stock price on such date. The shares were subsequently issued on July 11, 2018. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 6 – 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, 2018 and December 31, 2017, respectively: Fair Value Measurements at June 30, 2018 Level 1 Level 2 Level 3 Assets Cash $ 19,019 $ - $ - Total assets 19,019 - - Liabilities Convertible debentures, net of discounts of $1,820,149 - - 341,651 Short term debt, net of discounts of $192,673 - 1,122,327 - Derivative liability - - 5,396,061 Total liabilities - 1,122,327 5,737,712 $ 19,019 $ (1,122,327 ) $ (5,737,712 ) Fair Value Measurements at December 31, 2017 Level 1 Level 2 Level 3 Assets Cash $ 65,840 $ - $ - Total assets 65,840 - - Liabilities Convertible debentures, net of discounts of $790,621 - - 374,679 Short term debt, net of discounts of $432,190 - 775,810 - Derivative liability - - 4,016,985 Total liabilities - 775,810 4,391,664 $ 65,840 $ (775,810 ) $ (4,391,664 ) There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the six months ended June 30, 2018 and the year ended December 31, 2017. Level 2 liabilities consisted of a total of $1,315,000 and $1,208,000 of short term, unsecured, promissory notes, net of discounts of $192,673 and $432,190 as of June 30, 2018 and December 31, 2017, respectively. No fair value adjustment was necessary during the six months ended June 30, 2018 and the year ended December 31, 2017. Level 3 liabilities consist of a total of $2,161,800 and $1,165,300 of convertible debentures, net of discounts of $1,820,149 and $790,621 as of June 30, 2018 and December 31, 2017, respectively, in addition to the related derivative liabilities of $5,396,061 and $4,016,985 at June 30, 2018 and December 31, 2017, respectively. |
Minority Interest
Minority Interest | 6 Months Ended |
Jun. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
Minority Interest | Note 7 – Minority Interest On July 8, 2014, we formed GLFH in which we retained 84% ownership, with the remaining 16% held by key experts and advisors 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 form of the entity was changed from a corporation to a limited liability company on May 9, 2017. GLFH has 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, but they have not yet begun to generate significant revenues. The minority interest’s net loss for the six months ended June 30, 2018 was $88,650, and they have accumulated a net loss of $490, 296 as of June 30, 2018. |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 8 – Other Current Assets Other current assets included the following as of June 30, 2018 and December 31, 2017, respectively: June 30, 2018 December 31, 2017 Security deposits $ 68,100 $ 52,100 Prepaid expenses 58,220 31,080 $ 126,320 $ 83,180 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 9 – 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, 2018: June 30, 2018 December 31, 2017 Raw materials $ - $ 76,677 Finished goods 77,969 178,809 $ 77,969 $ 255,486 Raw materials consist of cannabis plants and the materials that are used in our production process prior to being tested and packaged for consumption. Finished goods consist of pre-packaged materials previously purchased from other licensed cultivators and our manufactured edibles and extracts. |
Fixed Assets and Construction i
Fixed Assets and Construction in Progress | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets and Construction in Progress | Note 10 – Fixed Assets and Construction in Progress Fixed assets consist of the following at June 30, 2018 and December 31, 2017, respectively: June 30, 2018 December 31, 2017 Office equipment $ 147,145 $ 102,037 Website development costs 99,880 99,880 Furniture and fixtures 27,066 27,066 Leasehold improvements 373,842 373,842 Total 647,933 602,825 Less accumulated depreciation (268,735 ) (206,370 ) Fixed assets, net $ 379,198 $ 396,455 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. Construction in progress was $590,696 and $408,812 at June 30, 2018 and December 31, 2017, respectively. Depreciation and amortization expense totaled $62,365 and $14,308 for the six months ended June 30, 2018 and 2017, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 11 – Accrued Expenses Accrued expenses consisted of the following at June 30, 2018 and December 31, 2017, respectively: June 30, 2018 December 31, 2017 Accrued Payroll, Officers $ 136,272 $ 113,393 Accrued Payroll and Payroll Taxes 135,234 135,234 Accrued Interest 160,444 117,411 Refundable Advances 82,500 82,500 $ 514,450 $ 448,538 |
Convertible Debentures
Convertible Debentures | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Debentures | Note 12 – Convertible Debentures Convertible debentures consist of the following at June 30, 2018 and December 31, 2017, respectively: June 30, 2018 December 31, 2017 On May 18, 2018, the Company received net proceeds of $1,100,000 in exchange for an unsecured convertible promissory note that carries a 12% interest rate with a face value of $1,100,000 (“First Grass Roots Investors Note”), which matures on May 18, 2019. The principal and interest are convertible into shares of common stock after 90 days at the discretion of the note holder at a price equal to 50% of the closing traded price if the average of the high and low trading price of the Company’s common stock is less than or equal to $0.15, 40% of the closing traded price if such average is more than $0.15 and less than $0.20, and 30% of the closing traded price if such average is more than $0.20. Interest is payable semi-annually. The note is currently in default. $ 1,100,000 $ - On May 8, 2018, the Company issued a $108,000 unsecured promissory note to JSJ Investments, Inc., bearing interest at a rate of 8% per annum, with a maturity date of May 8, 2019 in exchange for net proceeds of $103,000. The note is convertible at 70% of the lowest VWAP during the ten (10) trading days prior to the conversion request date. The note is currently in default. 108,000 - On May 1, 2018, the Company issued a (i) $240,000 unsecured promissory note to SBI Investments, LLC, bearing interest at a rate of 5% per annum, with a maturity date of February 1, 2019, and (ii) a Warrant exercisable until May 1, 2021 to purchase 1,000,000 shares of the Company’s common stock at a price of $0.10 per share, in exchange for net proceeds of $225,000. The note is convertible at 70% of the lowest VWAP during the fifteen (15) trading days prior to the conversion request date. The note is currently in default. 240,000 - On April 17, 2018, the Company issued a $38,500 unsecured promissory note to Jefferson Street Capital, LLC, bearing interest at a rate of 8% per annum, with a maturity date of January 19, 2019 in exchange for net proceeds of $35,000. The note is convertible at 70% of the average of the three lowest closing traded prices during the ten (10) trading days prior to the conversion request date. The note is currently in default. 38,500 - On April 17, 2018, the Company issued a $136,500 unsecured promissory note to BlueHawk Capital, LLC, bearing interest at a rate of 8% per annum, with a maturity date of January 19, 2019 in exchange for net proceeds of $125,000. The note is convertible at 70% of the average of the three lowest closing traded prices during the ten (10) trading days prior to the conversion request date. The note is currently in default. 136,500 - On February 13, 2018, the Company received net proceeds of $120,000 in exchange for an unsecured convertible promissory note that carries a 10% interest rate with a face value of $122,400 (“Fifth Group 10 Note”), which matures on February 13, 2019. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the average of the two lowest closing traded prices of the Company’s common stock over the fifteen (15) trading days preceding the conversion date. The Company paid total debt issuance costs of $2,400 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 30 million shares of common stock for potential conversions. The note is currently in default. 122,400 - On January 16, 2018, the Company received net proceeds of $120,000 in exchange for an unsecured convertible promissory note that carries a 10% interest rate with a face value of $122,400 (“Fourth Group 10 Note”), which matures on January 16, 2019. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the average of the two lowest closing traded prices of the Company’s common stock over the fifteen (15) trading days preceding the conversion date. The Company paid total debt issuance costs of $2,400 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 30 million shares of common stock for potential conversions. The note is currently in default. 122,400 - On December 15, 2017, the Company received net proceeds of $120,000 in exchange for an unsecured convertible promissory note that carries a 10% interest rate with a face value of $122,400 (“Third Group 10 Note”), which matures on December 15, 2018. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the average of the two lowest closing traded prices of the Company’s common stock over the fifteen (15) trading days preceding the conversion date. The Company paid total debt issuance costs of $2,400 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 30 million shares of common stock for potential conversions. On June 26, 2018 the noteholder converted $50,000 of principal in exchange for the issuance of 1,547,508 shares. The note is currently in default. 72,400 122,400 On November 8, 2017, the Company amended the two notes with Black Mountain Equities, Inc. (“First Black Mountain Note”) and Gemini Master Fund, Ltd. (“First Gemini Note”). The amended notes extended the maturity dates to December 9, 2017, increased the principal amount owed by $8,250 each, and established conversion features. The principal and interest became convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the lowest volume weighted average price (“VWAP”) over the fifteen (15) trading days preceding the conversion date, as limited to $40,000 of conversion during any 10 day trading period. The notes were originally entered into on May 8, 2017, 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 various dates between December 11, 2017 and April 17, 2018, the noteholders converted an aggregate $339,873, consisting of $316,500 of principal and $23,373 of interest, in exchange for the issuance of 6,875,717 shares. The note has been satisfied in full. - 266,500 On November 8, 2017, the Company issued a $200,000 promissory note (“Second Group 10 Note”) in exchange for the debt acquired from Rxmm, as note below. The new note matures on November 8, 2018. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the average of the two lowest closing traded prices of the Company’s common stock over the ten (10) trading days preceding the conversion date. The Company must at all times reserve at least 50 million shares of common stock for potential conversions. On various dates between December 6, 2017 and February 5, 2018, the noteholder converted $200,000 of principal in exchange for the issuance of 3,658,652 shares. The note has been satisfied in full. - 150,000 On November 7, 2017, the Company received net proceeds of $120,000 in exchange for an unsecured convertible promissory note with a face value of $122,400 (“First Group 10 Note”), which matures on November 7, 2018. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the average of the two lowest closing traded prices of the Company’s common stock over the fifteen (15) trading days preceding the conversion date. The Company paid total debt issuance costs of $2,400 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 50 million shares of common stock for potential conversions. On various dates between May 15, 2018 and May 30, 2018, the noteholders converted an aggregate $128,000, consisting of $122,400 of principal and $5,600 of interest, in exchange for the issuance of 4,378,352 shares. The note has been satisfied in full. - 122,400 On November 8, 2017, provisions within two notes with Black Mountain Equities, Inc. (“Second Black Mountain Note”) and Gemini Master Fund, Ltd. (“Second Gemini Note”) established conversion features. The principal and interest became convertible into shares of common stock at the discretion of the note holder at a price equal to seventy five percent (75%) of the lowest traded price during the fifteen (15) trading days preceding the conversion date. The notes were originally entered into on September 14, 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 $158,000, 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 March 14, 2018, 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 various dates between March 22, 2018 and May 30, 2018, the noteholders converted $167,657, consisting of $158,000 of principal and $9,657 of interest, in exchange for the issuance of 5,244,756 shares. The Second Gemini note has been satisfied in full, and $155,000 of cash was repaid on the Second Black Mountain leaving $3,000 of principal outstanding. The note is currently in default. 3,000 316,000 On October 27, 2017, the Company received net proceeds of $73,000 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $76,500 (“First Fourth Man Note”), which matures on October 27, 2018. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a price equal to seventy five percent (75%) of the lowest traded price of the Company’s common stock over the fifteen (15) trading days preceding the conversion date. The Company paid total debt issuance costs of $3,500 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 June 1, 2018, a penalty of $15,300 was added to the principal balance of the note due to default provisions. The note is currently in default. 91,800 76,500 On October 27, 2017, the Company received net proceeds of $73,000 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $76,500 (“First Emunah Note”), which matures on October 27, 2018. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a price equal to seventy five percent (75%) of the lowest traded price of the Company’s common stock over the fifteen (15) trading days preceding the conversion date. The note holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance costs of $3,500 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 June 1, 2018, a penalty of $15,300 was added to the principal balance of the note due to default provisions. The note is currently in default. 91,800 76,500 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 are 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. 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 2,161,800 1,165,300 Less: unamortized debt discounts (1,820,149 ) (790,621 ) Convertible debentures $ 341,651 $ 374,679 In accordance with ASC 470-20 Debt with Conversion and Other Options, the Company recorded total discounts of $1,802,036 and $1,004,335 for the variable conversion features of the convertible debts incurred during the six months ended June 30, 2018 and the year ended December 31, 2017. The discounts are being amortized to interest expense over the term of the debentures using the effective interest method. The Company recorded $772,508 and $42,294 of interest expense pursuant to the amortization of the note discounts during the six months ended June 30, 2018 and 2017, 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 $64,685 and $8,903 for the six months ended June 30, 2018 and 2017, respectively related to convertible debts. |
Short Term Debt
Short Term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Short Term Debt | Note 13 – Short Term Debt Short-term debt consists of the following at June 30, 2018 and December 31, 2017, respectively: June 30, 2018 December 31, 2017 On June 18, 2018, the Company received proceeds of $100,000 in exchange for an unsecured promissory note maturing on August 8, 2018, carrying a fixed interest amount of $5,000 (“First Irani Note”). The note is currently in default. $ 100,000 $ - On March 23, 2018, the Company received proceeds of $17,000 in exchange for an unsecured promissory note due on demand, carrying a fixed interest amount of $750. The Company repaid a total of $10,000 between March 29, 2018 and April 19, 2018. 7,000 - On December 28, 2017, the Company received net proceeds of $80,000 in exchange for an unsecured convertible promissory note that carries a 5% interest rate with a face value of $90,000 (“First RDP Note”), which matured on February 26, 2018. The Company is required to have fully paid all principal and accrued interest due and owing to SK L-58, LLC under the certain Promissory Note dated September 19, 2017 in the principal amount of $50,000, as shown below. The note carries an eighteen percent (18%) interest rate in the event of default. The Company paid total debt issuance cost of $10,000 that is being amortized over the life of the loan on the straight-line method, which approximates the effective interest method. In addition, the Note Holder was issued 10,000,000 warrants, exercisable at $0.03 per share over a period of four months, commencing on August 11, 2019. The warrants are cancellable in exchange for $1 if this note and the SK L-58, LLC note dated September 19, 2017 are repaid in full. This note is currently in default. 90,000 90,000 On September 19, 2017, the Company issued a $50,000 unsecured promissory note to SK L-58, LLC bearing interest at a rate of 5% per annum, with a maturity date of November 3, 2017. Upon an event of default, the Company is required to issue to lender warrants to acquire one million shares at an exercise price of $0.05 per share every 30 days the note is unpaid. Each warrant issued as a result of an Event of Default will become and remain exercisable for the four (4) complete calendar month period beginning on the first day of the thirty second (32 nd 50,000 50,000 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 vested four months following its date of issuance and is exercisable for a period of two years thereafter. The note is currently in default. 925,000 925,000 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 matured 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 is in default and carries a default rate of 10% and remains outstanding. 143,000 143,000 Total short term debt 1,315,000 1,208,000 Less: unamortized debt discounts (192,673 ) (432,190 ) Short term debt $ 1,122,327 $ 775,810 The Company recorded $229,517 and $229,599 of interest expense pursuant to the amortization of the note discounts during the six months ended June 30, 2018 and 2017, respectively. The Company recorded interest expense pursuant to the stated interest rate on the above promissory notes in the amount of $31,499 and $23,128 at June 30, 2018 and 2017, respectively. The following presents components of interest expense by instrument type at June 30, 2018 and 2017, respectively: June 30, 2018 June 30, 2017 Interest on convertible debentures $ 64,685 $ 8,903 Amortization of debt discounts 1,002,025 377,026 Interest on short term debt 31,499 31,809 Accounts payable related finance charges 1,231 2,177 $ 1,099,440 $ 419,915 |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Liability [Abstract] | |
Derivative Liabilities | Note 14 – Derivative Liabilities As discussed in Note 12 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 $5,396,061 and $9,530,296 at June 30, 2018 and December 31, 2017, respectively. The change in fair value of the derivative liabilities resulted in a gain of $5,112,148 and a loss of $1,867,832 for the six months ended June 30, 2018 and 2017, respectively, which has been reported as other expense in the statements of operations. The gain of $5,112,148 for the six months ended June 30, 2018 consisted of a gain of $5,685 attributable to the value in excess of discounts on new warrants, a gain of $5,761,228 attributable to the fair value of warrants, a loss of $625,240 on excess derivative value and a net loss in market value of $23,840 on the convertible notes. 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 following presents the derivative liability value by instrument type at June 30, 2018 and December 31, 2017, respectively: June 30, 2018 December 31, 2017 Convertible debentures $ 2,723,524 $ 1,033,644 Common stock warrants 2,672,537 8,496,652 $ 5,396,061 $ 9,530,296 The following is a summary of changes in the fair market value of the derivative liability during the six months ended June 30, 2018 and the year ended December 31, 2017, respectively: Derivative Liability Total Balance, December 31, 2016 $ 482,674 Increase in derivative value attributable to issuance of convertible notes 956,320 Increase in derivative value attributable to issuance of warrants 4,321,045 Change in fair market value of derivative liabilities due to the mark to market adjustment 4,221,728 Debt conversions and redemptions (451,471 ) Balance, December 31, 2017 $ 9,530,296 Increase in derivative value attributable to issuance of convertible notes 2,373,976 Increase in derivative value attributable to issuance of warrants 89,546 Change in fair market value of derivative liabilities due to the mark to market adjustment (5,737,388 ) Debt conversions and redemptions (860,369 ) Balance, June 30, 2018 $ 5,396,061 Key inputs and assumptions used to value the convertible debentures and warrants issued during the six months ended June 30, 2018 and the year ended December 31, 2017: ● Stock prices on all measurement dates were based on the fair market value and would fluctuate with projected volatility. ● The projected volatility curve for each valuation period was based on the historical volatility of the Company in the range of 116% to 138%. ● The warrant exercise prices ranged from $0.03 to $0.24, 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 $3,439,887 to $2,188,776 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%. |
Changes in Stockholders' Equity
Changes in Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2018 | |
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, 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. 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, of which 678,072,453 shares were issued and outstanding and 206,605,359 shares were reserved as of the date of this filing. Common Stock Sales On June 29, 2018, the Company sold 1,021,000 units at $0.05 per unit, consisting of 1,021,000 shares of common stock and 1,021,000 warrants exercisable at $0.075 per share over the following 3 years to an individual investor for proceeds of $51,050. The shares were subsequently issued on September 10, 2018. On March 12, 2018, the Company sold 333,333 units at $0.15 per unit, consisting of 333,333 shares of common stock and 666,700 warrants exercisable at $0.15 per share over the following 3 years to an individual investor for proceeds of $50,000. The shares were subsequently issued on April 30, 2018. Common Stock Issuances for Settlement of Trade Payables On June 1, 2018, the Superior Court of the State of California, County of Los Angeles, Central District, entered an order approving the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with the Settlement Agreement, in the matter entitled RAI Capital, LLC, Plaintiff (“RAI”), v. Players Network, Inc., Defendant. RAI commenced the Action against the Company to recover $398,217 of past-due obligations and accounts payable of the Company which RAI had purchased from certain vendors of the Company pursuant to the terms of separate receivable purchase agreements between RAI and such vendors. The Order provided for the full and final settlement of the Action, whereby the Company issued RAI 13,298,837 shares in settlement of $398,217 of outstanding payables. The total fair value of the common stock was $743,405 based on the closing price of the Company’s common stock on the date of grant, resulting in a loss of $345,188. Common Stock Issuances for Debt Conversions On June 26, 2018, a noteholder elected to convert $50,000 of outstanding principal on the Third Group 10 Note in exchange for 1,547,508 shares of common stock. The shares were subsequently issued on July 3, 2018. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On May 30, 2018, the Company issued 2,591,362 shares of common stock pursuant to the conversion of $78,000, consisting of $72,400 of outstanding principal and $5,600 of unpaid interest, on the First Group 10 Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On May 30, 2018, the Company issued 2,118,721 shares of common stock pursuant to the conversion of $61,973, consisting of $58,000 of outstanding principal and $3,973 of unpaid interest, on the Second Gemini Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On May 15, 2018, the Company issued 1,786,990 shares of common stock pursuant to the conversion of $50,000 of outstanding principal on the First Group 10 Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On May 14, 2018, the Company issued 2,009,451 shares of common stock pursuant to the conversion of $53,205, consisting of $50,000 of outstanding principal and $3,205 of unpaid interest, on the Second Gemini Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On April 17, 2018, the Company issued 707,156 shares of common stock pursuant to the conversion of $24,998, consisting of $13,250 of outstanding principal and $11,748 of unpaid interest, on the First Gemini Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On March 22, 2018, the Company issued 1,116,584 shares of common stock pursuant to the conversion of $52,479, consisting of $50,000 of outstanding principal and $2,479 of unpaid interest, on the Second Gemini Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 14, 2018, the Company issued 851,064 shares of common stock pursuant to the conversion of $40,000 of outstanding principal on the First Gemini Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 14, 2018, the Company issued 529,246 shares of common stock pursuant to the conversion of $24,875, consisting of $13,250 of outstanding principal and $11,625 of unpaid interest, on the First Black Mountain Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized, and the note has been paid off in full. On February 20, 2018, the Company issued 801,603 shares of common stock pursuant to the conversion of $40,000 of outstanding principal on the First Gemini Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On February 7, 2018, the Company issued 809,716 shares of common stock pursuant to the conversion of $40,000 of outstanding principal on the First Black Mountain Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On February 5, 2018, the Company issued 1,009,489 shares of common stock pursuant to the conversion of $50,000 of outstanding principal on the Second Group 10 Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On January 22, 2018, the Company issued 806,452 shares of common stock pursuant to the conversion of $40,000 of outstanding principal on the First Gemini Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On January 22, 2018, the Company issued 806,452 shares of common stock pursuant to the conversion of $40,000 of outstanding principal on the First Black Mountain Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On January 16, 2018, the Company issued 955,474 shares of common stock pursuant to the conversion of $50,000 of outstanding principal on the Second Group 10 Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On January 8, 2018, the Company issued 806,452 shares of common stock pursuant to the conversion of $40,000 of outstanding principal on the First Black Mountain Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On January 2, 2018, the Company issued 784,929 shares of common stock pursuant to the conversion of $50,000 of outstanding principal on the Second Group 10 Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. Exercise of Warrants On June 5, 2018, the holder of the Second Black Mountain Note exercised warrants to purchase 7,954,546 shares of common stock on a cashless basis at $0.0264, resulting in the issuance of 4,389,180 shares. On May 31, 2018, the holder of the First Emunah Note exercised warrants to purchase 1,000,000 shares of common stock at $0.03535 per share for proceeds of $35,350. On March 28, 2018, a warrant holder exercised warrants to purchase 3,000,000 shares of common stock at $0.04 per share for proceeds of $120,000. The shares were subsequently issued on April 30, 2 Common Stock Awarded for Services On April 19, 2018, the Company awarded 500,000 shares of common stock to BlueHawk Capital, LLC pursuant to a consulting agreement. The total fair value of the common stock was $29,000 based on the closing price of the Company’s common stock on the date of grant. The Company subsequently issued the shares on July 11, 2018. On March 12, 2018, the Company issued a total of 350,000 shares of common stock to a consultant for services provided. The total fair value of the common stock was $25,550 based on the closing price of the Company’s common stock on the date of grant. The Company subsequently issued 300,000 shares on April 30, 2018 and the remaining 50,000 shares on September 10, 2018. On January 1, 2018, pursuant to his employment agreement, our chief financial officer at that time earned $11,940 of compensation that was required to be paid with 300,000 shares of our common stock based on the closing stock price on such date. The shares were subsequently issued on July 11, 2018. |
Options and Warrants
Options and Warrants | 6 Months Ended |
Jun. 30, 2018 | |
Options And Warrants | |
Options and Warrants | Note 16 – Options and Warrants Warrants Granted On June 29, 2018, the Company sold 1,021,000 units at $0.05 per unit, consisting of 1,021,000 shares of common stock and 1,021,000 warrants exercisable at $0.075 per share over the following 3 years, to an individual investor for proceeds of $51,050. The shares were subsequently issued on September 10, 2018. On June 1, 2018, a warrant holder was issued warrants to purchase 3,000,000 shares of common stock at $0.055 per share over the following 5 years as an inducement to exercise his warrants on March 28, 2018. On May 31, 2018, the holder of the First Emunah Note exercised warrants to purchase 1,000,000 shares of common stock at $0.03535 per share for proceeds of $35,350. On May 14, 2018, warrants issued to Black Mountain Equities, Inc. were adjusted pursuant to terms within their promissory note, resulting in the issuance of an additional 6,454,545 warrants exercisable at $0.0264 over the remaining term, in addition to the repricing of an aggregate 2,800,000 previously outstanding warrants to $0.0264 per share. On May 14, 2018, warrants issued to Gemini Master Fund, Ltd. were adjusted pursuant to terms within their promissory note, resulting in the issuance of an additional 5,154,545 warrants exercisable at $0.0264 over the remaining term, in addition to the repricing of an aggregate 2,800,000 previously outstanding warrants to $0.0264 per share. On May 1, 2018, the Company issued warrants exercisable until May 1, 2021 to purchase 1,000,000 shares of the Company’s common at a price of $0.10 per share, in exchange for net proceeds of $225,000 pursuant to a convertible note offering to SBI Investments, LLC. On April 17, 2018, class A and B warrants issued to Emunah Funding LLC and Fourth Man LLC were adjusted pursuant to terms within their respective notes, resulting in the issuance of an additional 2,594,714 warrants exercisable at $0.03535 over the remaining term, in addition to the repricing of an aggregate 6,528,340 previously outstanding warrants to $0.03535 per share. All of these warrants were subsequently exchanged for two $75,000 convertible notes on October 15, 2018. On March 28, 2018, a warrant holder exercised warrants to purchase 3,000,000 shares of common stock at $0.04 per share for proceeds of $120,000. The shares were subsequently issued on April 30, 2018. On March 12, 2018, the Company sold 333,333 units at $0.15 per unit, consisting of 333,333 shares of common stock and 333,333 warrants exercisable at $0.15 per share over the following 3 years, to an individual investor for proceeds of $50,000. The shares were subsequently issued on April 30, 2018 Warrants Exercised On June 5, 2018, the holder of the Second Black Mountain Note exercised warrants to purchase 7,954,546 shares of common stock on a cashless basis at $0.0264, resulting in the issuance of 4,389,180 shares. On March 28, 2018, a warrant holder exercised warrants to purchase 3,000,000 shares of common stock at $0.04 per share for proceeds of $120,000. The shares have not yet been issued. Options Expired On February 20, 2018, a total of 8,000,000 options with a strike price of $0.04 per share expired. On June 1, 2018, a total of 3,000,000 options with a strike price of $0.08 per share expired. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
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, 2018 and the year ended December 31, 2017, 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, 2018, the Company had approximately $31,364,000 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 2018 December 31, 2017 Deferred tax assets: Net operating loss carry forwards $ 6,586,440 $ 9,328,900 Net deferred tax assets before valuation allowance 6,586,440 9,328,900 Less: Valuation allowance (6,586,440 ) (9,328,900 ) 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, 2018 and December 31, 2017, 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, 2018 December 31, 2017 Federal and state statutory rate 21 % 35 % Change in valuation allowance on deferred tax assets (21 )% (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, 2018 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | Note 18 – Non-Controlling Interest Non-controlling interest represents a minority interest in GLFH of 15.6% held by ten individuals. The net loss attributable to the non-controlling interest totaled $88,650 and $57,249 during the six months ended June 30, 2018 and 2017, respectively. The net loss attributable to the parent was and $518,540 and $334,870 during the six months ended June 30, 2018 and 2017, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 – Subsequent Events Rescission of Salinas Acquisition On December 31, 2018, the Company and LCG Business Enterprises, LLC (“LCG”) agreed to rescind the May 24, 2018 purchase of substantially all the assets of LCG , consisting primarily of a 56,000 square foot commercial cannabis agricultural facility at 25600 Encinal Road, Salinas, California. The Company decided to rescind the transaction primarily due to operational and reporting issues it discovered following the closing. Subsequently, all of the assets, liabilities and operations of this subsidiary were returned to LCG on December 31, 2018. Proposed Jujuy, Argentina Joint Venture In October 2018, Green Leaf and the Province of Jujuy, Argentina (the “Province”) entered into a Memorandum of Understanding that contemplates the formation of an entity jointly owned by the Province and Green Leaf that will cultivate, manufacture and distribute cannabis and cannabis products on land provided to the joint venture by the Province. Pursuant to the Memorandum of Understanding, among other things, Green Leaf will be responsible for providing the necessary funding for the development of the project and the hiring and training of local personnel for the project, and the Province will provide all of the necessary permits as well as the use of land in Jujuy, Argentina at no cost to the joint venture for a 99-year period. The Company’s management believes this venture presents a significant opportunity for the Company and its stockholders, particularly given the favorable agricultural climate in Jujuy, Argentina and the local cost of labor in that market. However, the Memorandum of Understanding is subject to the negotiation and execution of definitive agreements, and there can be no assurance that the transactions contemplated by Memorandum of Understanding will be effected. Convertible Debt Financing On October 15, 2018, the Company issued an unsecured convertible promissory note that carries a 3% interest rate with a face value of $75,000 (“Second Fourth Man Note”), which matures on October 15, 2019. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a price equal to seventy one percent (71%) of the three lowest daily volume weighted average prices of the Company’s common stock over the ten (10) trading days preceding the conversion date. The note holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The note was issued in exchange for the cancellation of warrants previously awarded on October 27, 2017, consisting of the class A warrant in respect to the right to purchase 1,000,000 shares and the class B warrant to purchase 75,000 shares. On October 15, 2018, the Company issued an unsecured convertible promissory note that carries a 3% interest rate with a face value of $75,000 (“Second Emunah Note”), which matures on October 15, 2019. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a price equal to seventy one percent (71%) of the three lowest daily volume weighted average prices of the Company’s common stock over the ten (10) trading days preceding the conversion date. The note holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The note was issued in exchange for the cancellation of warrants previously awarded on October 27, 2017, consisting of the class A warrant in respect to the right to purchase 1,000,000 shares and the class B warrant to purchase 75,000 shares. On July 13, 2018, the Company received net proceeds of $47,250 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $76,500 (“First BHP Note”), which matures on April 13, 2019. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the average of the three (3) lowest closing bid traded prices of the Company’s common stock over the ten (10) trading days preceding the conversion date. The note holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance costs of $2,750 and 100,000 shares of common stock 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 12 million shares of common stock for potential conversions. Common Stock Issued on Subscriptions Payable On various dates between July 3, 2018, and September 10, 2018, a total of 3,418,508 shares were issued that have been classified as Subscriptions Payable on our financial statements with respect to shares issued pursuant to stock sales in the prior period valued at an aggregate $145,640. Common Stock Issuances for Debt Conversions On various dates between July 16, 2018 and January 9, 2019, the Company issued an aggregate 22,807,918 shares of common stock pursuant to the conversion of $574,287, consisting of $545,723 of outstanding principal and $28,565 of unpaid interest, on convertible notes. Common Stock Sales On December 14, 2018, the Company sold 416,667 units at $0.06 per unit, consisting of 416,667 shares of common stock and 416,667 warrants exercisable at $0.12 per share over the following 3 years to an individual investor for proceeds of $25,000. On September 24, 2018, the Company sold 1,000,000 units at $0.065 per unit, consisting of 1,000,000 shares of common stock and 1,000,000 warrants exercisable at $0.085 per share over the following 3 years to an individual investor for proceeds of $65,000. The shares were subsequently issued on December 14, 2018. On November 30, 2018, the Company sold 300,000 units at $0.05 per unit, consisting of 300,000 shares of common stock and 300,000 warrants exercisable at $0.08 per share over the following 3 years to an individual investor for proceeds of $15,000. On November 5, 2018, the Company sold 2,000,000 units at $0.06 per unit, consisting of 2,000,000 shares of common stock and 2,000,000 warrants exercisable at $0.12 per share over the following 3 years to an individual investor for proceeds of $120,000. Exercise of Warrants On December 19, 2018, a warrant holder exercised warrants to purchase 3,000,000 shares of common stock at $0.04 per share for proceeds of $120,000. Common Stock Awarded for Services, Officers and Directors On July 11, 2018, the Company issued an aggregate total of 4,800,000 shares of common stock to the three board members for services provided. The total fair value of the common stock was $191,040 based on the closing price of the Company’s common stock on the date of grant. On July 11, 2018, the Company issued an additional 400,000 shares of common stock to one of its board members as a bonus for services provided. The total fair value of the common stock was $15,920 based on the closing price of the Company’s common stock on the date of grant. On July 11, 2018, the Company issued 3,000,000 shares of common stock to its CEO in satisfaction of unpaid compensation. The total fair value of the common stock was $119,400 based on the closing price of the Company’s common stock on the date of grant. Common Stock Awarded for Services On various dates between July 11, 2018 and November 9, 2018, the Company issued a total of 15,400,000 shares of common stock to 27 consultants for services provided. The aggregate fair value of the common stock was $741,990 based on the closing price of the Company’s common stock on the respective grant dates. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [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 Green Leaf Farms Holdings, LLC (2) Nevada Subsidiary GLFH Players Michigan LLC (3) Michigan Subsidiary SALINAS (1) (2) (3) 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. Our cannabis products consist of prepackaged purchased goods ready for resale, and cannabis flower grown in-house under our cultivation license, along with produced edibles and extracts developed under our production license. |
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, and an additional $590,696 of construction costs have been capitalized as of June 30, 2018. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the six months ended June 30, 2018 and 2017, or the twelve months ended December 31, 2017. Revenue is primarily generated through our subsidiary, Green Leaf Holdings, LLC. Green Leaf recognizes revenue from the sale of the following cannabis products and services to licensed dispensaries within the state of Nevada: ● Premium organic medical cannabis sold wholesale to licensed retailers ● Recreational marijuana cannabis products sold wholesale to distributors and retailers ● Extraction products such as oils and waxes derived from in-house cannabis production ● Processing and extraction services for licensed medical cannabis cultivators in Nevada ● High quality cannabis strains in the form of vegetative cuttings for sale to licensed medical cannabis cultivators in Nevada 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. The Company also intends to recognize 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. |
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. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Basic earnings per share (“EPS”) are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net income by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include stock options, warrants and restricted stock. The number of potential common shares outstanding relating to stock options, warrants and restricted stock is computed using the treasury stock method. The reconciliation of the denominators used to calculate basic EPS and diluted EPS for the six months ended June 30, 2018 and 2017 are as follows: For the Six Months Ended June 30, 2018 2017 Weighted average common shares outstanding – basic 594,314,338 546,464,558 Plus: Potentially dilutive common shares: Stock options and warrants 25,568,003 - Weighted average common shares outstanding – diluted 619,882,341 546,464,558 For the six months ended June 30, 2017, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Stock options and warrants excluded from the calculation of diluted EPS because their effect was anti-dilutive were 126,483,872 and 116,233,872 as of June 30, 2018 and 2017, respectively. |
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 June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In May 2017, the FASB issued ASU No. 2017-09 , Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting. Per ASU 2017-9, a ASU 2017-9 is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. ASU 2017-9 No other new accounting pronouncements, issued or effective during the six months ended June 30, 2018, 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, 2018 | |
Accounting Policies [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 Green Leaf Farms Holdings, LLC (2) Nevada Subsidiary GLFH Players Michigan LLC (3) Michigan Subsidiary SALINAS (1) (2) (3) |
Schedule of Earnings Per Share, Basic and Diluted | The reconciliation of the denominators used to calculate basic EPS and diluted EPS for the six months ended June 30, 2018 and 2017 are as follows: For the Six Months Ended June 30, 2018 2017 Weighted average common shares outstanding – basic 594,314,338 546,464,558 Plus: Potentially dilutive common shares: Stock options and warrants 25,568,003 - Weighted average common shares outstanding – diluted 619,882,341 546,464,558 |
Asset Purchase Acquisition (Tab
Asset Purchase Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Percentage of Net Profits to be Paid | Percentage of Payment Net Profit Period 30% Between Closing and payment in full of Installment 2 (1) 25% Between the payment in full of Installment 2 and payment in full of Installment 3 20% Between the payment in full of Installment 3 and payment in full of Installment 4 15% Between the payment in full of Installment 4 and payment in full of Installment 5 0% From and the payment in full of Installment 5 or, if earlier, the prepayment in full of the reaming unpaid portion of the Purchase Price (1) Installment number 2 was never paid, and the liability for these fees was terminated with the rescission agreement. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | May 24, 2018 Consideration: Cash paid at closing $ 1,000,000 Seller financed short-term debt (1) 4,000,000 Fair value of total consideration exchanged $ 5,000,000 Fair value of identifiable assets acquired assumed: Cash $ 135,982 Inventory 3,516,000 Equipment and fixtures 97,704 Total fair value of assets assumed 3,749,686 Consideration paid in excess of fair value (Goodwill) (2) $ 1,250,314 (1) (2) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations of Income Statement and Balance Sheets | The results of operations from the Salinas business unit have been retrospectively presented as losses from discontinued operations as presented below for the three months ended June 30, 2018: For the Three Months Ended June 30, 2018 Revenue: $ 438,225 Cost of goods sold 409,835 Gross profit 28,390 Expenses: General and administrative 90,760 Professional fees 71,944 Depreciation and amortization 1,494 Total operating expenses 164,198 Operating loss (135,808 ) Loss from discontinued operations $ (135,808 ) The carrying value of the assets and liabilities of the discontinued operations were comprised of the following at June 30, 2018: June 30, 2018 Assets of discontinued business unit: Cash $ 302,395 Accounts receivable 66,100 Other current assets 5,000 Inventory 3,307,642 Fixed assets, net 96,901 Total current assets held for sale $ 3,778,038 Liabilities of discontinued business unit: Accounts payable $ 133,737 Accrued expenses 71,944 Short term debt owed to LCG 4,000,000 Total current liabilities held for sale $ 4,205,681 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2018 and December 31, 2017, respectively: Fair Value Measurements at June 30, 2018 Level 1 Level 2 Level 3 Assets Cash $ 19,019 $ - $ - Total assets 19,019 - - Liabilities Convertible debentures, net of discounts of $1,820,149 - - 341,651 Short term debt, net of discounts of $192,673 - 1,122,327 - Derivative liability - - 5,396,061 Total liabilities - 1,122,327 5,737,712 $ 19,019 $ (1,122,327 ) $ (5,737,712 ) Fair Value Measurements at December 31, 2017 Level 1 Level 2 Level 3 Assets Cash $ 65,840 $ - $ - Total assets 65,840 - - Liabilities Convertible debentures, net of discounts of $790,621 - - 374,679 Short term debt, net of discounts of $432,190 - 775,810 - Derivative liability - - 4,016,985 Total liabilities - 775,810 4,391,664 $ 65,840 $ (775,810 ) $ (4,391,664 ) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets included the following as of June 30, 2018 and December 31, 2017, respectively: June 30, 2018 December 31, 2017 Security deposits $ 68,100 $ 52,100 Prepaid expenses 58,220 31,080 $ 126,320 $ 83,180 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2018: June 30, 2018 December 31, 2017 Raw materials $ - $ 76,677 Finished goods 77,969 178,809 $ 77,969 $ 255,486 |
Fixed Assets and Construction_2
Fixed Assets and Construction in Progress (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Fixed Assets | Fixed assets consist of the following at June 30, 2018 and December 31, 2017, respectively: June 30, 2018 December 31, 2017 Office equipment $ 147,145 $ 102,037 Website development costs 99,880 99,880 Furniture and fixtures 27,066 27,066 Leasehold improvements 373,842 373,842 Total 647,933 602,825 Less accumulated depreciation (268,735 ) (206,370 ) Fixed assets, net $ 379,198 $ 396,455 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consisted of the following at June 30, 2018 and December 31, 2017, respectively: June 30, 2018 December 31, 2017 Accrued Payroll, Officers $ 136,272 $ 113,393 Accrued Payroll and Payroll Taxes 135,234 135,234 Accrued Interest 160,444 117,411 Refundable Advances 82,500 82,500 $ 514,450 $ 448,538 |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debentures | Convertible debentures consist of the following at June 30, 2018 and December 31, 2017, respectively: June 30, 2018 December 31, 2017 On May 18, 2018, the Company received net proceeds of $1,100,000 in exchange for an unsecured convertible promissory note that carries a 12% interest rate with a face value of $1,100,000 (“First Grass Roots Investors Note”), which matures on May 18, 2019. The principal and interest are convertible into shares of common stock after 90 days at the discretion of the note holder at a price equal to 50% of the closing traded price if the average of the high and low trading price of the Company’s common stock is less than or equal to $0.15, 40% of the closing traded price if such average is more than $0.15 and less than $0.20, and 30% of the closing traded price if such average is more than $0.20. Interest is payable semi-annually. The note is currently in default. $ 1,100,000 $ - On May 8, 2018, the Company issued a $108,000 unsecured promissory note to JSJ Investments, Inc., bearing interest at a rate of 8% per annum, with a maturity date of May 8, 2019 in exchange for net proceeds of $103,000. The note is convertible at 70% of the lowest VWAP during the ten (10) trading days prior to the conversion request date. The note is currently in default. 108,000 - On May 1, 2018, the Company issued a (i) $240,000 unsecured promissory note to SBI Investments, LLC, bearing interest at a rate of 5% per annum, with a maturity date of February 1, 2019, and (ii) a Warrant exercisable until May 1, 2021 to purchase 1,000,000 shares of the Company’s common stock at a price of $0.10 per share, in exchange for net proceeds of $225,000. The note is convertible at 70% of the lowest VWAP during the fifteen (15) trading days prior to the conversion request date. The note is currently in default. 240,000 - On April 17, 2018, the Company issued a $38,500 unsecured promissory note to Jefferson Street Capital, LLC, bearing interest at a rate of 8% per annum, with a maturity date of January 19, 2019 in exchange for net proceeds of $35,000. The note is convertible at 70% of the average of the three lowest closing traded prices during the ten (10) trading days prior to the conversion request date. The note is currently in default. 38,500 - On April 17, 2018, the Company issued a $136,500 unsecured promissory note to BlueHawk Capital, LLC, bearing interest at a rate of 8% per annum, with a maturity date of January 19, 2019 in exchange for net proceeds of $125,000. The note is convertible at 70% of the average of the three lowest closing traded prices during the ten (10) trading days prior to the conversion request date. The note is currently in default. 136,500 - On February 13, 2018, the Company received net proceeds of $120,000 in exchange for an unsecured convertible promissory note that carries a 10% interest rate with a face value of $122,400 (“Fifth Group 10 Note”), which matures on February 13, 2019. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the average of the two lowest closing traded prices of the Company’s common stock over the fifteen (15) trading days preceding the conversion date. The Company paid total debt issuance costs of $2,400 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 30 million shares of common stock for potential conversions. The note is currently in default. 122,400 - On January 16, 2018, the Company received net proceeds of $120,000 in exchange for an unsecured convertible promissory note that carries a 10% interest rate with a face value of $122,400 (“Fourth Group 10 Note”), which matures on January 16, 2019. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the average of the two lowest closing traded prices of the Company’s common stock over the fifteen (15) trading days preceding the conversion date. The Company paid total debt issuance costs of $2,400 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 30 million shares of common stock for potential conversions. The note is currently in default. 122,400 - On December 15, 2017, the Company received net proceeds of $120,000 in exchange for an unsecured convertible promissory note that carries a 10% interest rate with a face value of $122,400 (“Third Group 10 Note”), which matures on December 15, 2018. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the average of the two lowest closing traded prices of the Company’s common stock over the fifteen (15) trading days preceding the conversion date. The Company paid total debt issuance costs of $2,400 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 30 million shares of common stock for potential conversions. On June 26, 2018 the noteholder converted $50,000 of principal in exchange for the issuance of 1,547,508 shares. The note is currently in default. 72,400 122,400 On November 8, 2017, the Company amended the two notes with Black Mountain Equities, Inc. (“First Black Mountain Note”) and Gemini Master Fund, Ltd. (“First Gemini Note”). The amended notes extended the maturity dates to December 9, 2017, increased the principal amount owed by $8,250 each, and established conversion features. The principal and interest became convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the lowest volume weighted average price (“VWAP”) over the fifteen (15) trading days preceding the conversion date, as limited to $40,000 of conversion during any 10 day trading period. The notes were originally entered into on May 8, 2017, 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 various dates between December 11, 2017 and April 17, 2018, the noteholders converted an aggregate $339,873, consisting of $316,500 of principal and $23,373 of interest, in exchange for the issuance of 6,875,717 shares. The note has been satisfied in full. - 266,500 On November 8, 2017, the Company issued a $200,000 promissory note (“Second Group 10 Note”) in exchange for the debt acquired from Rxmm, as note below. The new note matures on November 8, 2018. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the average of the two lowest closing traded prices of the Company’s common stock over the ten (10) trading days preceding the conversion date. The Company must at all times reserve at least 50 million shares of common stock for potential conversions. On various dates between December 6, 2017 and February 5, 2018, the noteholder converted $200,000 of principal in exchange for the issuance of 3,658,652 shares. The note has been satisfied in full. - 150,000 On November 7, 2017, the Company received net proceeds of $120,000 in exchange for an unsecured convertible promissory note with a face value of $122,400 (“First Group 10 Note”), which matures on November 7, 2018. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the average of the two lowest closing traded prices of the Company’s common stock over the fifteen (15) trading days preceding the conversion date. The Company paid total debt issuance costs of $2,400 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 50 million shares of common stock for potential conversions. On various dates between May 15, 2018 and May 30, 2018, the noteholders converted an aggregate $128,000, consisting of $122,400 of principal and $5,600 of interest, in exchange for the issuance of 4,378,352 shares. The note has been satisfied in full. - 122,400 On November 8, 2017, provisions within two notes with Black Mountain Equities, Inc. (“Second Black Mountain Note”) and Gemini Master Fund, Ltd. (“Second Gemini Note”) established conversion features. The principal and interest became convertible into shares of common stock at the discretion of the note holder at a price equal to seventy five percent (75%) of the lowest traded price during the fifteen (15) trading days preceding the conversion date. The notes were originally entered into on September 14, 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 $158,000, 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 March 14, 2018, 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 various dates between March 22, 2018 and May 30, 2018, the noteholders converted $167,657, consisting of $158,000 of principal and $9,657 of interest, in exchange for the issuance of 5,244,756 shares. The Second Gemini note has been satisfied in full, and $155,000 of cash was repaid on the Second Black Mountain leaving $3,000 of principal outstanding. The note is currently in default. 3,000 316,000 On October 27, 2017, the Company received net proceeds of $73,000 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $76,500 (“First Fourth Man Note”), which matures on October 27, 2018. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a price equal to seventy five percent (75%) of the lowest traded price of the Company’s common stock over the fifteen (15) trading days preceding the conversion date. The Company paid total debt issuance costs of $3,500 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 June 1, 2018, a penalty of $15,300 was added to the principal balance of the note due to default provisions. The note is currently in default. 91,800 76,500 On October 27, 2017, the Company received net proceeds of $73,000 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $76,500 (“First Emunah Note”), which matures on October 27, 2018. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a price equal to seventy five percent (75%) of the lowest traded price of the Company’s common stock over the fifteen (15) trading days preceding the conversion date. The note holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance costs of $3,500 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 June 1, 2018, a penalty of $15,300 was added to the principal balance of the note due to default provisions. The note is currently in default. 91,800 76,500 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 are 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. 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 2,161,800 1,165,300 Less: unamortized debt discounts (1,820,149 ) (790,621 ) Convertible debentures $ 341,651 $ 374,679 |
Short Term Debt (Tables)
Short Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Short-Term Debt | Short-term debt consists of the following at June 30, 2018 and December 31, 2017, respectively: June 30, 2018 December 31, 2017 On June 18, 2018, the Company received proceeds of $100,000 in exchange for an unsecured promissory note maturing on August 8, 2018, carrying a fixed interest amount of $5,000 (“First Irani Note”). The note is currently in default. $ 100,000 $ - On March 23, 2018, the Company received proceeds of $17,000 in exchange for an unsecured promissory note due on demand, carrying a fixed interest amount of $750. The Company repaid a total of $10,000 between March 29, 2018 and April 19, 2018. 7,000 - On December 28, 2017, the Company received net proceeds of $80,000 in exchange for an unsecured convertible promissory note that carries a 5% interest rate with a face value of $90,000 (“First RDP Note”), which matured on February 26, 2018. The Company is required to have fully paid all principal and accrued interest due and owing to SK L-58, LLC under the certain Promissory Note dated September 19, 2017 in the principal amount of $50,000, as shown below. The note carries an eighteen percent (18%) interest rate in the event of default. The Company paid total debt issuance cost of $10,000 that is being amortized over the life of the loan on the straight-line method, which approximates the effective interest method. In addition, the Note Holder was issued 10,000,000 warrants, exercisable at $0.03 per share over a period of four months, commencing on August 11, 2019. The warrants are cancellable in exchange for $1 if this note and the SK L-58, LLC note dated September 19, 2017 are repaid in full. This note is currently in default. 90,000 90,000 On September 19, 2017, the Company issued a $50,000 unsecured promissory note to SK L-58, LLC bearing interest at a rate of 5% per annum, with a maturity date of November 3, 2017. Upon an event of default, the Company is required to issue to lender warrants to acquire one million shares at an exercise price of $0.05 per share every 30 days the note is unpaid. Each warrant issued as a result of an Event of Default will become and remain exercisable for the four (4) complete calendar month period beginning on the first day of the thirty second (32 nd 50,000 50,000 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 vested four months following its date of issuance and is exercisable for a period of two years thereafter. The note is currently in default. 925,000 925,000 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 matured 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 is in default and carries a default rate of 10% and remains outstanding. 143,000 143,000 Total short term debt 1,315,000 1,208,000 Less: unamortized debt discounts (192,673 ) (432,190 ) Short term debt $ 1,122,327 $ 775,810 |
Schedule of Components of Interest Expenses | The following presents components of interest expense by instrument type at June 30, 2018 and 2017, respectively: June 30, 2018 June 30, 2017 Interest on convertible debentures $ 64,685 $ 8,903 Amortization of debt discounts 1,002,025 377,026 Interest on short term debt 31,499 31,809 Accounts payable related finance charges 1,231 2,177 $ 1,099,440 $ 419,915 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Liability [Abstract] | |
Summary of Derivative Liability Value | The following presents the derivative liability value by instrument type at June 30, 2018 and December 31, 2017, respectively: June 30, 2018 December 31, 2017 Convertible debentures $ 2,723,524 $ 1,033,644 Common stock warrants 2,672,537 8,496,652 $ 5,396,061 $ 9,530,296 |
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, 2018 and the year ended December 31, 2017, respectively: Derivative Liability Total Balance, December 31, 2016 $ 482,674 Increase in derivative value attributable to issuance of convertible notes 956,320 Increase in derivative value attributable to issuance of warrants 4,321,045 Change in fair market value of derivative liabilities due to the mark to market adjustment 4,221,728 Debt conversions and redemptions (451,471 ) Balance, December 31, 2017 $ 9,530,296 Increase in derivative value attributable to issuance of convertible notes 2,373,976 Increase in derivative value attributable to issuance of warrants 89,546 Change in fair market value of derivative liabilities due to the mark to market adjustment (5,737,388 ) Debt conversions and redemptions (860,369 ) Balance, June 30, 2018 $ 5,396,061 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The components of the Company’s deferred tax asset are as follows: June 30 2018 December 31, 2017 Deferred tax assets: Net operating loss carry forwards $ 6,586,440 $ 9,328,900 Net deferred tax assets before valuation allowance 6,586,440 9,328,900 Less: Valuation allowance (6,586,440 ) (9,328,900 ) 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, 2018 December 31, 2017 Federal and state statutory rate 21 % 35 % Change in valuation allowance on deferred tax assets (21 )% (35 )% |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | May 31, 2017 | |
Leasehold improvements | $ 373,842 | |||
Construction in progress | $ 590,696 | $ 408,812 | ||
Stock options and warrants excluded from computation of earnings per share | 126,483,872 | 116,233,872 | ||
Construction in Progress [Member] | ||||
Estimated cost of construction | $ 1,700,000 | |||
Construction in progress | $ 590,696 |
Basis of Presentation - Schedul
Basis of Presentation - Schedule of Principles of Consolidation (Details) | 6 Months Ended | |
Jun. 30, 2018 | ||
Players Network [Member] | ||
Name of Entity | Players Network | [1] |
State of Incorporation | Nevada | [1] |
Relationship | Parent | [1] |
Abbreviated Reference | PNTV | [1] |
Green Leaf Farms Holdings, LLC [Member] | ||
Name of Entity | Green Leaf Farms Holdings, LLC | [2] |
State of Incorporation | Nevada | [2] |
Relationship | Subsidiary | [2] |
Abbreviated Reference | GLFH | [2] |
Players Michigan LLC [Member] | ||
Name of Entity | Players Michigan LLC | [3] |
State of Incorporation | Michigan | [3] |
Relationship | Subsidiary | [3] |
Abbreviated Reference | SALINAS | [3] |
[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 Green Leaf Farms Holdings, LLC ("GLFH"). | |
[3] | Players Michigan LLC is a wholly-owned subsidiary formed to acquire substantially all of the assets and liabilities of LCG Business Enterprises, LLC ("LCG") pursuant to an Asset Purchase Agreement that closed on May 24, 2018. The parties to the Asset Purchase Agreement agreed to rescind the transaction on December 31, 2018. |
Basis of Presentation - Sched_2
Basis of Presentation - Schedule of Principles of Consolidation (Details) (Parenthetical) | May 09, 2017 | Dec. 02, 2015 | Dec. 08, 2014 | Jul. 08, 2014 |
Key Experts and Advisors [Member] | ||||
Ownership percent | 16.00% | |||
Investor [Member] | ||||
Ownership percent | 3.00% | 1.60% | ||
Players Network [Member] | ||||
Ownership percent | 85.40% | 85.40% | 84.00% | |
Players Network [Member] | Green Leaf Farms Holdings, LLC [Member] | ||||
Minority interests ownership percent | 14.60% | 14.60% |
Basis of Presentation - Sched_3
Basis of Presentation - Schedule of Earnings Per Share, Basic and Diluted (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Accounting Policies [Abstract] | ||||
Weighted average common shares outstanding - basic | 602,521,043 | 551,841,797 | 594,314,338 | 546,464,558 |
Stock options and warrants | 25,568,003 | |||
Weighted average common shares outstanding - diluted | 602,521,043 | 551,841,797 | 619,882,341 | 546,464,558 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (43,886,398) | $ (44,597,401) |
Working capital | $ 8,376,117 |
Asset Purchase Acquisition (Det
Asset Purchase Acquisition (Details Narrative) | May 24, 2018USD ($)ft² | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | |
Consideration transferred for purchase of properties | $ 5,000,000 | |||||
Cash paid at closing | 1,000,000 | $ 1,000,000 | ||||
Seller financed short-term debt | [1] | $ 4,000,000 | ||||
Business acquisition, description | Consideration was financed through short-term seller financed debt of $4,000,000 to be paid in monthly increments of $1,000,000 over the subsequent four-month period, which was not paid and cancelled pursuant to a rescission agreement on December 31, 2018. | |||||
Goodwill impairment expense | $ 1,250,314 | $ 1,250,314 | ||||
Subsequent Four-month Period [Member] | ||||||
Seller financed short-term debt | $ 1,000,000 | |||||
LCG Business Enterprises, LLC [Member] | ||||||
Consideration transferred for purchase of properties | 5,000,000 | |||||
Cash paid at closing | 1,000,000 | |||||
Seller financed short-term debt | $ 4,000,000 | |||||
Business acquisition, description | $4,000,000 was financed through short-term seller financed debt of $4,000,000 to be paid in monthly increments of $1,000,000 over the subsequent four-month period. | |||||
Area of land | ft² | 56,000 | |||||
Goodwill impairment expense | $ 1,250,314 | |||||
LCG Business Enterprises, LLC [Member] | Subsequent Four-month Period [Member] | ||||||
Seller financed short-term debt | $ 1,000,000 | |||||
[1] | Consideration was financed through short-term seller financed debt of $4,000,000 to be paid in monthly increments of $1,000,000 over the subsequent four-month period, which was not paid and cancelled pursuant to a rescission agreement on December 31, 2018. |
Asset Purchase Acquisition - Sc
Asset Purchase Acquisition - Schedule of Percentage of Net Profits to be Paid (Details) | May 24, 2018 | |
Payment Period One [Member] | ||
Percentage of Net Profit | 30.00% | |
Payment Period | Between Closing and payment in full of Installment 2 | [1] |
Payment Period Two [Member] | ||
Percentage of Net Profit | 25.00% | |
Payment Period | Between the payment in full of Installment 2 and payment in full of Installment 3 | |
Payment Period Three [Member] | ||
Percentage of Net Profit | 20.00% | |
Payment Period | Between the payment in full of Installment 3 and payment in full of Installment 4 | |
Payment Period Four [Member] | ||
Percentage of Net Profit | 15.00% | |
Payment Period | Between the payment in full of Installment 4 and payment in full of Installment 5 | |
Payment Period Five [Member] | ||
Percentage of Net Profit | 0.00% | |
Payment Period | From and the payment in full of Installment 5 or, if earlier, the prepayment in full of the reaming unpaid portion of the Purchase Price | |
[1] | Installment number 2 was never paid, and the liability for these fees was terminated with the rescission agreement. |
Asset Purchase Acquisition - _2
Asset Purchase Acquisition - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) | May 24, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Business Combinations [Abstract] | ||||
Cash paid at closing | $ 1,000,000 | $ 1,000,000 | ||
Seller financed short-term debt | [1] | 4,000,000 | ||
Fair value of total consideration exchanged | 5,000,000 | |||
Fair value of identifiable assets acquired assumed: Cash | 135,982 | |||
Fair value of identifiable assets acquired assumed: Inventory | 3,516,000 | |||
Fair value of identifiable assets acquired assumed: Equipment and fixtures | 97,704 | |||
Total fair value of assets assumed | 3,749,686 | |||
Consideration paid in excess of fair value (Goodwill) | [2] | $ 1,250,314 | ||
[1] | Consideration was financed through short-term seller financed debt of $4,000,000 to be paid in monthly increments of $1,000,000 over the subsequent four-month period, which was not paid and cancelled pursuant to a rescission agreement on December 31, 2018. | |||
[2] | The consideration paid in excess of the net fair value of assets acquired and liabilities assumed has been recognized as goodwill and impaired as a result of the subsequent rescission and discontinuance of operations. |
Asset Purchase Acquisition - _3
Asset Purchase Acquisition - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (Parenthetical) | May 24, 2018USD ($) | |
Seller financed short-term debt | $ 4,000,000 | [1] |
Business acquisition, description | Consideration was financed through short-term seller financed debt of $4,000,000 to be paid in monthly increments of $1,000,000 over the subsequent four-month period, which was not paid and cancelled pursuant to a rescission agreement on December 31, 2018. | |
Subsequent Four-month Period [Member] | ||
Seller financed short-term debt | $ 1,000,000 | |
[1] | Consideration was financed through short-term seller financed debt of $4,000,000 to be paid in monthly increments of $1,000,000 over the subsequent four-month period, which was not paid and cancelled pursuant to a rescission agreement on December 31, 2018. |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | Dec. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Goodwill impairment expense | $ 1,250,314 | $ 1,250,314 | |||
LCG Business Enterprises, LLC [Member] | Rescission Agreement [Member] | |||||
Proceeds from affiliates | $ 250,000 | ||||
Gross proceeds percentage | 25.00% | ||||
Proceed from affiliates, description | LCG paid PNTV $250,000, and agreed to pay another $350,000 upon the subsequent transaction to any third party. In addition, LCG agreed to pay PNTV an additional 25% of the gross proceeds, less deductions for applicable sales and/or any fair market investment banking commissions paid by LCG, of any sale in excess of $5,000,000, up to a maximum value of $500,000. If LCG fails to close on a subsequent transaction and pay the applicable fees by April 1, 2019, LCG shall pay PNTV a guaranteed payment of $50,000 per month until the total amount of $350,000 has been paid. | ||||
LCG Business Enterprises, LLC [Member] | Rescission Agreement [Member] | Third Party [Member] | |||||
Proceeds from affiliates | $ 350,000 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations of Income Statement and Balance Sheets (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue: | $ 438,225 | |
Cost of goods sold | 409,835 | |
Gross profit | 28,390 | |
General and administrative | 90,760 | |
Professional fees | 71,944 | |
Depreciation and amortization | 1,494 | |
Total operating expenses | 164,198 | |
Operating loss | (135,808) | |
Loss from discontinued operations | (135,808) | |
Cash | 302,395 | |
Accounts receivable | 66,100 | |
Other current assets | 5,000 | |
Inventory | 3,307,642 | |
Fixed assets, net | 96,901 | |
Total current assets held for sale | 3,778,038 | |
Accounts payable | 133,737 | |
Accrued expenses | 71,944 | |
Short term debt owed to LCG | 4,000,000 | |
Total current liabilities held for sale | $ 4,205,681 |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) | Jun. 29, 2018 | Jun. 05, 2018 | Mar. 12, 2018 | Jan. 02, 2018 |
Stock issued during period, shares | 1,021,000 | 4,389,180 | 333,333 | |
CFO [Member] | Mr. Lawrence [Member] | ||||
Compensation expenses | $ 11,940 | |||
Stock issued during period, shares | 300,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details Narrative) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Short term debt, discounts | $ 192,673 | $ 432,190 |
Convertible debentures | 2,161,800 | 1,165,300 |
Convertible debentures, discounts | 1,820,149 | 790,621 |
Derivative liabilities | 5,396,061 | 9,530,296 |
Level 2 [Member] | ||
Short term, unsecured, promissory notes | 1,315,000 | 1,208,000 |
Short term debt, discounts | 192,673 | 432,190 |
Level 3 [Member] | ||
Convertible debentures | 2,161,800 | 1,165,300 |
Convertible debentures, discounts | 1,820,149 | 790,621 |
Derivative liabilities | $ 5,396,061 | $ 4,016,985 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Financial Instruments at Fair Value on Non-recurring Basis (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Convertible debentures | $ 23,840 | $ 75,387 | ||
Derivative liability | 5,396,061 | $ 9,530,296 | $ 482,674 | |
Level 1 [Member] | Fair Value Measurements Nonrecurring [Member] | ||||
Cash | 19,019 | 65,840 | ||
Total assets | 19,019 | 65,840 | ||
Convertible debentures | ||||
Short term debt | ||||
Derivative liability | ||||
Total liabilities | ||||
Total fair value | 19,019 | 65,840 | ||
Level 2 [Member] | Fair Value Measurements Nonrecurring [Member] | ||||
Cash | ||||
Total assets | ||||
Convertible debentures | ||||
Short term debt | 1,122,327 | 775,810 | ||
Derivative liability | ||||
Total liabilities | 1,122,327 | 775,810 | ||
Total fair value | (1,122,327) | (775,810) | ||
Level 3 [Member] | Fair Value Measurements Nonrecurring [Member] | ||||
Cash | ||||
Total assets | ||||
Convertible debentures | 341,651 | 374,679 | ||
Short term debt | ||||
Derivative liability | 5,396,061 | 4,016,985 | ||
Total liabilities | 5,737,712 | 4,391,664 | ||
Total fair value | $ (5,737,712) | $ (4,391,664) |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of Financial Instruments at Fair Value on Non-recurring Basis (Details) (Parenthetical) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Convertible debentures, discounts | $ 1,820,149 | $ 790,621 |
Short term debt, discounts | $ 192,673 | $ 432,190 |
Minority Interest (Details Narr
Minority Interest (Details Narrative) - USD ($) | Jul. 08, 2014 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | May 09, 2017 | Dec. 02, 2015 | Dec. 08, 2014 |
Net loss attributable to the noncontrolling interest | $ 49,647 | $ 29,786 | $ 88,650 | $ 57,249 | |||||
Accumulated net loss | $ (490,296) | $ (490,296) | $ (401,646) | ||||||
Mr. Bradley [Member] | |||||||||
Minority interests ownership percent | 3.00% | ||||||||
Mr. Berk [Member] | |||||||||
Minority interests ownership percent | 1.00% | ||||||||
Individuals [Member] | |||||||||
Minority interests ownership percent | 1.00% | ||||||||
Founding [Member] | |||||||||
Minority interests ownership percent | 3.00% | ||||||||
Key Experts and Advisors [Member] | |||||||||
Ownership percent | 16.00% | ||||||||
Individuals [Member] | |||||||||
Sale of parent equity interest | $ 60,000 | ||||||||
Investor [Member] | |||||||||
Ownership percent | 3.00% | 1.60% | |||||||
Green Leaf Farms Holdings, LLC [Member] | |||||||||
Ownership percent | 84.00% | ||||||||
Players Network [Member] | |||||||||
Ownership percent | 84.00% | 85.40% | 85.40% | ||||||
Players Network [Member] | Green Leaf Farms Holdings, LLC [Member] | |||||||||
Minority interests ownership percent | 14.60% | 14.60% |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Security deposit | $ 68,100 | $ 52,100 |
Prepaid expenses | 58,220 | 31,080 |
Other current assets | $ 126,320 | $ 83,180 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventories (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 76,677 | |
Finished goods | 77,969 | 178,809 |
Inventory, net | $ 77,969 | $ 255,486 |
Fixed Assets and Construction_3
Fixed Assets and Construction in Progress (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Construction in progress | $ 590,696 | $ 408,812 | |
Depreciation and amortization expense | $ 62,365 | $ 14,308 |
Fixed Assets and Construction_4
Fixed Assets and Construction in Progress - Summary of Fixed Assets (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Fixed assets, gross | $ 647,933 | $ 602,825 |
Less accumulated depreciation | (268,735) | (206,370) |
Fixed assets, net | 379,198 | 396,455 |
Office Equipment [Member] | ||
Fixed assets, gross | 147,145 | 102,037 |
Website Development Costs [Member] | ||
Fixed assets, gross | 99,880 | 99,880 |
Furniture and Fixtures [Member] | ||
Fixed assets, gross | 27,066 | 27,066 |
Leasehold Improvements [Member] | ||
Fixed assets, gross | $ 373,842 | $ 373,842 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued Payroll, Officers | $ 136,272 | $ 113,393 |
Accrued Payroll and Payroll Taxes | 135,234 | 135,234 |
Accrued Interest | 160,444 | 117,411 |
Refundable Advances | 82,500 | 82,500 |
Accrued expenses | $ 514,450 | $ 448,538 |
Convertible Debentures (Details
Convertible Debentures (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Amortization of note discounts | $ 772,508 | $ 42,294 | |
Interest expense on convertible debt | 64,685 | $ 8,903 | |
Convertible Debt [Member] | |||
Total discounts for variable conversion features of the convertible debts | $ 1,802,036 | $ 1,004,335 | |
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, 2018 | Dec. 31, 2017 |
Total convertible debentures | $ 2,161,800 | $ 1,165,300 |
Less: unamortized debt discounts | (1,820,149) | (790,621) |
Convertible debentures | 341,651 | 374,679 |
Convertible Debt [Member] | ||
Total convertible debentures | 1,100,000 | |
Convertible Debt One [Member] | ||
Total convertible debentures | 108,000 | |
Convertible Debt Two [Member] | ||
Total convertible debentures | 240,000 | |
Convertible Debt Three [Member] | ||
Total convertible debentures | 38,500 | |
Convertible Debt Four [Member] | ||
Total convertible debentures | 136,500 | |
Convertible Debt Five [Member] | ||
Total convertible debentures | 122,400 | |
Convertible Debt Six [Member] | ||
Total convertible debentures | 122,400 | |
Convertible Debt Seven [Member] | ||
Total convertible debentures | 72,400 | 122,400 |
Convertible Debt Eight [Member] | ||
Total convertible debentures | 266,500 | |
Convertible Debt Nine [Member] | ||
Total convertible debentures | 150,000 | |
Convertible Debt Ten [Member] | ||
Total convertible debentures | 122,400 | |
Convertible Debt Eleven [Member] | ||
Total convertible debentures | 3,000 | 316,000 |
Convertible Debt Twelve [Member] | ||
Total convertible debentures | 91,800 | 76,500 |
Convertible Debt Thirteen [Member] | ||
Total convertible debentures | 91,800 | 76,500 |
Convertible Debt Fourteen [Member] | ||
Total convertible debentures | $ 35,000 | $ 35,000 |
Convertible Debentures - Sche_2
Convertible Debentures - Schedule of Convertible Debentures (Details) (Parenthetical) - USD ($) | Jun. 29, 2018 | Jun. 26, 2018 | Jun. 01, 2018 | May 30, 2018 | May 18, 2018 | May 15, 2018 | May 08, 2018 | May 01, 2018 | Apr. 17, 2018 | Mar. 28, 2018 | Mar. 22, 2018 | Mar. 12, 2018 | Feb. 13, 2018 | Feb. 05, 2018 | Jan. 16, 2018 | Dec. 15, 2017 | Dec. 11, 2017 | Dec. 06, 2017 | Nov. 08, 2017 | Nov. 07, 2017 | Oct. 27, 2017 | Apr. 24, 2014 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 05, 2018 | May 14, 2018 | Dec. 31, 2017 |
Proceeds from convertible debt | $ 1,814,500 | ||||||||||||||||||||||||||
Warrants exercisable period | Mar. 28, 2018 | ||||||||||||||||||||||||||
Warrant exercise price | $ 0.075 | $ 0.055 | $ 0.04 | $ 0.15 | $ 0.0264 | ||||||||||||||||||||||
Amortized debt issuance cost | 1,231 | 2,177 | |||||||||||||||||||||||||
Proceeds from issuance of warrant | $ 51,050 | $ 120,000 | $ 51,050 | ||||||||||||||||||||||||
Repayment of convertible debt | 155,000 | ||||||||||||||||||||||||||
Outstanding principal amount | 2,161,800 | $ 1,165,300 | |||||||||||||||||||||||||
Black Mountain Equities Inc [Member] | |||||||||||||||||||||||||||
Warrant exercise price | $ 0.0264 | ||||||||||||||||||||||||||
Gemini master Fund Ltd [Member] | |||||||||||||||||||||||||||
Warrant exercise price | $ 0.0264 | ||||||||||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 1,100,000 | ||||||||||||||||||||||||||
Convertible debt bearing interest percent | 12.00% | ||||||||||||||||||||||||||
Debt instrument face amount | $ 1,100,000 | ||||||||||||||||||||||||||
Convertible debt maturity date | May 18, 2019 | ||||||||||||||||||||||||||
Percent of convertible debt conversion | 50.00% | ||||||||||||||||||||||||||
Common stock price description | The principal and interest are convertible into shares of common stock after 90 days at the discretion of the note holder at a price equal to 50% of the closing traded price if the average of the high and low trading price of the Company’s common stock is less than or equal to $0.15, 40% of the closing traded price if such average is more than $0.15 and less than $0.20, and 30% of the closing traded price if such average is more than $0.20. | ||||||||||||||||||||||||||
Outstanding principal amount | 1,100,000 | ||||||||||||||||||||||||||
Convertible Debt One [Member] | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 108,000 | ||||||||||||||||||||||||||
Convertible debt bearing interest percent | 8.00% | ||||||||||||||||||||||||||
Convertible debt maturity date | May 8, 2019 | ||||||||||||||||||||||||||
Percent of convertible debt conversion | 70.00% | ||||||||||||||||||||||||||
Convertible debt trading days | 10 days | ||||||||||||||||||||||||||
Net proceeds from convertible debt | $ 103,000 | ||||||||||||||||||||||||||
Outstanding principal amount | 108,000 | ||||||||||||||||||||||||||
Convertible Debt Two [Member] | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 240,000 | ||||||||||||||||||||||||||
Convertible debt bearing interest percent | 5.00% | ||||||||||||||||||||||||||
Convertible debt maturity date | Feb. 1, 2019 | ||||||||||||||||||||||||||
Percent of convertible debt conversion | 70.00% | ||||||||||||||||||||||||||
Convertible debt trading days | 15 days | ||||||||||||||||||||||||||
Net proceeds from convertible debt | $ 225,000 | ||||||||||||||||||||||||||
Warrants exercisable period | May 1, 2021 | ||||||||||||||||||||||||||
Warrant to purchase common stock exercisable | 1,000,000 | ||||||||||||||||||||||||||
Warrant exercise price | $ 0.10 | ||||||||||||||||||||||||||
Outstanding principal amount | 240,000 | ||||||||||||||||||||||||||
Convertible Debt Three [Member] | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 38,500 | ||||||||||||||||||||||||||
Convertible debt bearing interest percent | 8.00% | ||||||||||||||||||||||||||
Convertible debt maturity date | Jan. 19, 2019 | ||||||||||||||||||||||||||
Percent of convertible debt conversion | 70.00% | ||||||||||||||||||||||||||
Convertible debt trading days | 10 days | ||||||||||||||||||||||||||
Net proceeds from convertible debt | $ 35,000 | ||||||||||||||||||||||||||
Outstanding principal amount | 38,500 | ||||||||||||||||||||||||||
Convertible Debt Four [Member] | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 136,500 | ||||||||||||||||||||||||||
Convertible debt bearing interest percent | 8.00% | ||||||||||||||||||||||||||
Convertible debt maturity date | Jan. 19, 2019 | ||||||||||||||||||||||||||
Percent of convertible debt conversion | 70.00% | ||||||||||||||||||||||||||
Convertible debt trading days | 10 days | ||||||||||||||||||||||||||
Net proceeds from convertible debt | $ 125,000 | ||||||||||||||||||||||||||
Outstanding principal amount | 136,500 | ||||||||||||||||||||||||||
Convertible Debt Five [Member] | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 120,000 | ||||||||||||||||||||||||||
Convertible debt bearing interest percent | 10.00% | ||||||||||||||||||||||||||
Debt instrument face amount | $ 122,400 | ||||||||||||||||||||||||||
Convertible debt maturity date | Feb. 13, 2019 | ||||||||||||||||||||||||||
Percent of convertible debt conversion | 70.00% | ||||||||||||||||||||||||||
Convertible debt trading days | 15 days | ||||||||||||||||||||||||||
Amortized debt issuance cost | $ 2,400 | ||||||||||||||||||||||||||
Common stock reserved for potential conversions | 30,000,000 | ||||||||||||||||||||||||||
Outstanding principal amount | 122,400 | ||||||||||||||||||||||||||
Convertible Debt Six [Member] | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 120,000 | ||||||||||||||||||||||||||
Convertible debt bearing interest percent | 10.00% | ||||||||||||||||||||||||||
Debt instrument face amount | $ 122,400 | ||||||||||||||||||||||||||
Convertible debt maturity date | Jan. 16, 2019 | ||||||||||||||||||||||||||
Percent of convertible debt conversion | 70.00% | ||||||||||||||||||||||||||
Convertible debt trading days | 15 days | ||||||||||||||||||||||||||
Amortized debt issuance cost | $ 2,400 | ||||||||||||||||||||||||||
Common stock reserved for potential conversions | 30,000,000 | ||||||||||||||||||||||||||
Outstanding principal amount | 122,400 | ||||||||||||||||||||||||||
Convertible Debt Seven [Member] | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 120,000 | ||||||||||||||||||||||||||
Convertible debt bearing interest percent | 10.00% | ||||||||||||||||||||||||||
Debt instrument face amount | $ 122,400 | ||||||||||||||||||||||||||
Convertible debt maturity date | Dec. 15, 2018 | ||||||||||||||||||||||||||
Percent of convertible debt conversion | 70.00% | ||||||||||||||||||||||||||
Convertible debt trading days | 15 days | ||||||||||||||||||||||||||
Amortized debt issuance cost | $ 2,400 | ||||||||||||||||||||||||||
Common stock reserved for potential conversions | 30,000,000 | ||||||||||||||||||||||||||
Debt conversion of shares value | $ 50,000 | ||||||||||||||||||||||||||
Debt conversion of convertible shares | 1,547,508 | ||||||||||||||||||||||||||
Outstanding principal amount | 72,400 | 122,400 | |||||||||||||||||||||||||
Convertible Debt Eight [Member] | |||||||||||||||||||||||||||
Outstanding principal amount | 266,500 | ||||||||||||||||||||||||||
Convertible Debt Eight [Member] | Black Mountain Equities Inc and Gemini Master Fund, Ltd [Member] | |||||||||||||||||||||||||||
Convertible debt maturity date | Dec. 9, 2017 | ||||||||||||||||||||||||||
Percent of convertible debt conversion | 70.00% | ||||||||||||||||||||||||||
Convertible debt trading days | 15 days | ||||||||||||||||||||||||||
Debt conversion of shares value | $ 339,873 | $ 339,873 | $ 40,000 | ||||||||||||||||||||||||
Debt conversion of convertible shares | 6,875,717 | 6,875,717 | |||||||||||||||||||||||||
Proceeds from sale of notes to investor | $ 150,000 | ||||||||||||||||||||||||||
Debt instrument principal amount | $ 316,500 | $ 316,500 | |||||||||||||||||||||||||
Debt instrument interest | $ 23,373 | $ 23,373 | |||||||||||||||||||||||||
Convertible Debt Eight [Member] | Black Mountain Equities Inc and Gemini Master Fund, Ltd [Member] | Warrant [Member] | |||||||||||||||||||||||||||
Warrants exercisable period | May 31, 2022 | ||||||||||||||||||||||||||
Warrant to purchase common stock exercisable | 1,500,000 | ||||||||||||||||||||||||||
Warrant exercise price | $ 0.14 | ||||||||||||||||||||||||||
Proceeds from issuance of warrant | $ 300,000 | ||||||||||||||||||||||||||
Convertible Debt Eight [Member] | Black Mountain Equities Inc and Gemini Master Fund, Ltd [Member] | Promissory Note Member [Member] | |||||||||||||||||||||||||||
Debt instrument face amount | $ 165,000 | ||||||||||||||||||||||||||
Convertible Debt Eight [Member] | Black Mountain Equities Inc [Member] | |||||||||||||||||||||||||||
Convertible debt bearing interest percent | 10.00% | ||||||||||||||||||||||||||
Debt instrument face amount | $ 8,250 | ||||||||||||||||||||||||||
Convertible debt maturity date | Nov. 8, 2017 | ||||||||||||||||||||||||||
Percent of convertible debt conversion | 25.00% | ||||||||||||||||||||||||||
Convertible debt trading days | 30 days | ||||||||||||||||||||||||||
Convertible Debt Eight [Member] | Gemini master Fund Ltd [Member] | |||||||||||||||||||||||||||
Convertible debt bearing interest percent | 10.00% | ||||||||||||||||||||||||||
Debt instrument face amount | $ 8,250 | ||||||||||||||||||||||||||
Convertible debt maturity date | Nov. 8, 2017 | ||||||||||||||||||||||||||
Percent of convertible debt conversion | 25.00% | ||||||||||||||||||||||||||
Convertible debt trading days | 30 days | ||||||||||||||||||||||||||
Convertible Debt Nine [Member] | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 200,000 | ||||||||||||||||||||||||||
Convertible debt maturity date | Nov. 8, 2018 | ||||||||||||||||||||||||||
Percent of convertible debt conversion | 70.00% | ||||||||||||||||||||||||||
Convertible debt trading days | 10 days | ||||||||||||||||||||||||||
Common stock reserved for potential conversions | 50,000,000 | ||||||||||||||||||||||||||
Debt conversion of shares value | $ 200,000 | $ 200,000 | |||||||||||||||||||||||||
Debt conversion of convertible shares | 3,658,652 | 3,658,652 | |||||||||||||||||||||||||
Outstanding principal amount | 150,000 | ||||||||||||||||||||||||||
Convertible Debt Ten [Member] | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 120,000 | ||||||||||||||||||||||||||
Debt instrument face amount | $ 122,400 | ||||||||||||||||||||||||||
Convertible debt maturity date | Nov. 7, 2018 | ||||||||||||||||||||||||||
Percent of convertible debt conversion | 70.00% | ||||||||||||||||||||||||||
Convertible debt trading days | 15 days | ||||||||||||||||||||||||||
Amortized debt issuance cost | $ 2,400 | ||||||||||||||||||||||||||
Common stock reserved for potential conversions | 50,000,000 | ||||||||||||||||||||||||||
Debt conversion of shares value | $ 128,000 | $ 128,000 | |||||||||||||||||||||||||
Debt conversion of convertible shares | 4,378,352 | 4,378,352 | |||||||||||||||||||||||||
Debt instrument principal amount | $ 122,400 | $ 122,400 | |||||||||||||||||||||||||
Debt instrument interest | 5,600 | $ 5,600 | |||||||||||||||||||||||||
Outstanding principal amount | 122,400 | ||||||||||||||||||||||||||
Convertible Debt Eleven [Member] | |||||||||||||||||||||||||||
Debt conversion of shares value | $ 167,657 | $ 167,657 | |||||||||||||||||||||||||
Debt conversion of convertible shares | 5,244,756 | 5,244,756 | |||||||||||||||||||||||||
Debt instrument principal amount | $ 158,000 | $ 158,000 | |||||||||||||||||||||||||
Debt instrument interest | $ 9,657 | $ 9,657 | |||||||||||||||||||||||||
Outstanding principal amount | 3,000 | 316,000 | |||||||||||||||||||||||||
Convertible Debt Eleven [Member] | Black Mountain Equities Inc and Gemini Master Fund, Ltd [Member] | |||||||||||||||||||||||||||
Percent of convertible debt conversion | 75.00% | ||||||||||||||||||||||||||
Convertible debt trading days | 15 days | ||||||||||||||||||||||||||
Warrants exercisable period | May 31, 2022 | ||||||||||||||||||||||||||
Proceeds from sale of notes to investor | $ 150,000 | ||||||||||||||||||||||||||
Proceeds from issuance of warrant | $ 300,000 | ||||||||||||||||||||||||||
Convertible Debt Eleven [Member] | Black Mountain Equities Inc and Gemini Master Fund, Ltd [Member] | Warrant [Member] | |||||||||||||||||||||||||||
Warrant to purchase common stock exercisable | 1,500,000 | ||||||||||||||||||||||||||
Warrant exercise price | $ 0.14 | ||||||||||||||||||||||||||
Convertible Debt Eleven [Member] | Black Mountain Equities Inc and Gemini Master Fund, Ltd [Member] | Promissory Note Member [Member] | |||||||||||||||||||||||||||
Debt instrument face amount | $ 158,000 | ||||||||||||||||||||||||||
Convertible Debt Eleven [Member] | Black Mountain Equities Inc [Member] | |||||||||||||||||||||||||||
Convertible debt bearing interest percent | 10.00% | ||||||||||||||||||||||||||
Convertible debt maturity date | Mar. 14, 2018 | ||||||||||||||||||||||||||
Convertible debt trading days | 30 days | ||||||||||||||||||||||||||
Weighted average price of common stock | $ 0.25 | ||||||||||||||||||||||||||
Convertible Debt Eleven [Member] | Gemini master Fund Ltd [Member] | |||||||||||||||||||||||||||
Convertible debt bearing interest percent | 10.00% | ||||||||||||||||||||||||||
Convertible debt maturity date | Mar. 14, 2018 | ||||||||||||||||||||||||||
Convertible debt trading days | 30 days | ||||||||||||||||||||||||||
Weighted average price of common stock | $ 0.25 | ||||||||||||||||||||||||||
Repayment of convertible debt | $ 155,000 | ||||||||||||||||||||||||||
Outstanding principal amount | $ 155,000 | ||||||||||||||||||||||||||
Convertible Debt Twelve [Member] | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 73,000 | ||||||||||||||||||||||||||
Convertible debt bearing interest percent | 8.00% | ||||||||||||||||||||||||||
Debt instrument face amount | $ 76,500 | ||||||||||||||||||||||||||
Convertible debt maturity date | Oct. 27, 2018 | ||||||||||||||||||||||||||
Percent of convertible debt conversion | 75.00% | ||||||||||||||||||||||||||
Convertible debt trading days | 15 days | ||||||||||||||||||||||||||
Amortized debt issuance cost | $ 3,500 | ||||||||||||||||||||||||||
Common stock reserved for potential conversions | 5,000,000 | ||||||||||||||||||||||||||
Outstanding principal amount | 91,800 | 76,500 | |||||||||||||||||||||||||
Debt penalty amount | $ 15,300 | ||||||||||||||||||||||||||
Convertible Debt Thirteen [Member] | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 73,000 | ||||||||||||||||||||||||||
Convertible debt bearing interest percent | 8.00% | ||||||||||||||||||||||||||
Debt instrument face amount | $ 76,500 | ||||||||||||||||||||||||||
Convertible debt maturity date | Oct. 27, 2018 | ||||||||||||||||||||||||||
Percent of convertible debt conversion | 75.00% | ||||||||||||||||||||||||||
Convertible debt trading days | 15 days | ||||||||||||||||||||||||||
Amortized debt issuance cost | $ 3,500 | ||||||||||||||||||||||||||
Common stock reserved for potential conversions | 5,000,000 | ||||||||||||||||||||||||||
Outstanding principal amount | 91,800 | 76,500 | |||||||||||||||||||||||||
Debt penalty amount | $ 15,300 | ||||||||||||||||||||||||||
Maximum percent of debt holder owning issued and outstanding shares | 4.99% | ||||||||||||||||||||||||||
Convertible Debt Fourteen [Member] | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 33,250 | ||||||||||||||||||||||||||
Convertible debt bearing interest percent | 8.00% | ||||||||||||||||||||||||||
Debt instrument face amount | $ 35,000 | ||||||||||||||||||||||||||
Convertible debt maturity date | Apr. 11, 2015 | ||||||||||||||||||||||||||
Percent of convertible debt conversion | 55.00% | ||||||||||||||||||||||||||
Convertible debt trading days | 12 days | ||||||||||||||||||||||||||
Amortized debt issuance cost | $ 1,750 | ||||||||||||||||||||||||||
Common stock reserved for potential conversions | 5,000,000 | ||||||||||||||||||||||||||
Outstanding principal amount | $ 35,000 | $ 35,000 | |||||||||||||||||||||||||
Debt conversion description | The principal and interest are 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. |
Short Term Debt (Details Narrat
Short Term Debt (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Amortization of note discount | $ 1,002,025 | $ 377,026 |
Interest expenses on promissory notes | 64,685 | 8,903 |
Short-term Debt [Member] | ||
Amortization of note discount | 229,517 | 229,599 |
Interest expenses on promissory notes | $ 31,499 | $ 23,128 |
Short Term Debt - Summary of Sh
Short Term Debt - Summary of Short-Term Debt (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Total notes payable | $ 1,315,000 | $ 1,208,000 |
Less: unamortized debt discounts | (192,673) | (432,190) |
Short term debt | 1,122,327 | 775,810 |
Short-term Debt One [Member] | ||
Total notes payable | 100,000 | |
Short-term Debt Two [Member] | ||
Total notes payable | 7,000 | |
Short-term Debt Three [Member] | ||
Total notes payable | 90,000 | 90,000 |
Short-term Debt Four [Member] | ||
Total notes payable | 50,000 | 50,000 |
Short-term Debt Five [Member] | ||
Total notes payable | 925,000 | 925,000 |
Short-term Debt Six [Member] | ||
Total notes payable | $ 143,000 | $ 143,000 |
Short Term Debt - Summary of _2
Short Term Debt - Summary of Short-Term Debt (Details) (Parenthetical) - USD ($) | Jun. 18, 2018 | Mar. 23, 2018 | Dec. 28, 2017 | Sep. 19, 2017 | Dec. 19, 2016 | Dec. 02, 2016 | Nov. 21, 2016 | Nov. 02, 2016 | Jun. 02, 2016 | Jun. 02, 2016 | Apr. 19, 2018 | Apr. 20, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 05, 2018 | Jun. 01, 2018 | Mar. 28, 2018 | Mar. 12, 2018 |
Proceeds from short term debt | $ 127,000 | $ 385,000 | |||||||||||||||||
Amortized debt issuance cost | $ 1,231 | $ 2,177 | |||||||||||||||||
Warrant exercise price per share | $ 0.075 | $ 0.0264 | $ 0.055 | $ 0.04 | $ 0.15 | ||||||||||||||
Short-term Debt One [Member] | |||||||||||||||||||
Proceeds from short term debt | $ 100,000 | ||||||||||||||||||
Short term debt maturity date | Aug. 8, 2018 | ||||||||||||||||||
Debt interest payment | $ 5,000 | ||||||||||||||||||
Short-term Debt Two [Member] | |||||||||||||||||||
Proceeds from short term debt | $ 17,000 | ||||||||||||||||||
Debt interest payment | $ 750 | ||||||||||||||||||
Repayment of promissory notes | $ 10,000 | ||||||||||||||||||
Short-term Debt Three [Member] | SK L-58, LLC [Member] | |||||||||||||||||||
Proceeds from short term debt | $ 80,000 | ||||||||||||||||||
Short term debt maturity date | Feb. 26, 2018 | ||||||||||||||||||
Debt interest rate | 5.00% | ||||||||||||||||||
Debt principal amount | $ 90,000 | ||||||||||||||||||
Debt Principal payment | $ 50,000 | ||||||||||||||||||
Debt default rate | 18.00% | ||||||||||||||||||
Amortized debt issuance cost | $ 10,000 | ||||||||||||||||||
Number of additional warrants issued during the period | 10,000,000 | ||||||||||||||||||
Warrant exercise price per share | $ 0.03 | ||||||||||||||||||
Cancellation of warrant exchange price | $ 1 | ||||||||||||||||||
Short-term Debt Four [Member] | SK L-58, LLC [Member] | |||||||||||||||||||
Short term debt maturity date | Nov. 3, 2017 | ||||||||||||||||||
Debt interest rate | 5.00% | ||||||||||||||||||
Debt principal amount | $ 50,000 | ||||||||||||||||||
Warrant exercise price per share | $ 0.05 | ||||||||||||||||||
Short-term Debt Five [Member] | |||||||||||||||||||
Advanced amount | $ 266,000 | $ 267,000 | $ 267,000 | $ 125,000 | |||||||||||||||
Short-term Debt Five [Member] | PNTV Investors Note [Member] | |||||||||||||||||||
Advanced amount | $ 25,000 | ||||||||||||||||||
Short-term Debt Five [Member] | SK L-43, LLC [Member] | |||||||||||||||||||
Warrant to purchase of common stock | 92,500,002 | ||||||||||||||||||
Warrant average closing price percentage | 125.00% | ||||||||||||||||||
Short-term Debt Five [Member] | SK L-43, LLC [Member] | Pre-Advance Closing Average [Member] | |||||||||||||||||||
Warrant average closing price percentage | 80.00% | ||||||||||||||||||
Short-term Debt Five [Member] | SK L-43, LLC [Member] | Post-Advance Closing Average [Member] | |||||||||||||||||||
Warrant average closing price percentage | 125.00% | ||||||||||||||||||
Short-term Debt Five [Member] | SK L-43, LLC [Member] | Minimum [Member] | |||||||||||||||||||
Warrant exercise price per share | $ 0.03 | ||||||||||||||||||
Short-term Debt Five [Member] | SK L-43, LLC [Member] | Maximum [Member] | |||||||||||||||||||
Warrant exercise price per share | $ 0.06 | ||||||||||||||||||
Short-term Debt Five [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 | ||||||||||||||||||
Short-term Debt Five [Member] | SK L-43, LLC [Member] | Letter Agreement [Member] | |||||||||||||||||||
Debt interest rate | 5.00% | ||||||||||||||||||
Debt principal amount | $ 925,000 | ||||||||||||||||||
Debt maturity year | 2 years | ||||||||||||||||||
Short-term Debt Five [Member] | SK L-43, LLC [Member] | Letter Agreement [Member] | April 1, 2017 and May 1, 2017 [Member] | |||||||||||||||||||
Debt principal amount | $ 1,500,000 | ||||||||||||||||||
Short-term Debt Six [Member] | |||||||||||||||||||
Proceeds from short term debt | $ 143,000 | ||||||||||||||||||
Short term debt maturity date | Jan. 3, 2017 | ||||||||||||||||||
Short-term Debt Six [Member] | Stock Options [Member] | |||||||||||||||||||
Short term debt maturity date | Jul. 1, 2016 | ||||||||||||||||||
Debt default rate | 10.00% | ||||||||||||||||||
Warrant exercise price per share | $ 0.08 | ||||||||||||||||||
Number of options to acquire shares of common stock | 3,000,000 | ||||||||||||||||||
Options fair value | $ 6,996 | ||||||||||||||||||
Short-term Debt Six [Member] | First ZG Note [Member] | |||||||||||||||||||
Short term debt maturity date | Jan. 3, 2017 | ||||||||||||||||||
Debt interest rate | 4.00% | 4.00% | |||||||||||||||||
Number of options to acquire shares of common stock | 5,000,000 | ||||||||||||||||||
Options exercise price per share | $ 0.01 |
Short Term Debt - Schedule of C
Short Term Debt - Schedule of Components of Interest Expenses (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Debt Disclosure [Abstract] | ||
Interest on convertible debentures | $ 64,685 | $ 8,903 |
Amortization of debt discounts | 1,002,025 | 377,026 |
Interest on short term debt | 31,499 | 31,809 |
Accounts payable related finance charges | 1,231 | 2,177 |
Interest expense, net | $ 1,099,440 | $ 419,915 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Jun. 29, 2018 | Jun. 05, 2018 | Jun. 01, 2018 | Mar. 28, 2018 | Mar. 12, 2018 | Dec. 31, 2016 | |
Derivative liabilities current | $ 5,396,061 | $ 9,530,296 | $ 482,674 | ||||||
Gain loss on change in fair value of derivative liabilities | 5,737,388 | $ (1,867,832) | |||||||
Amount of loss excess of convertible notes face value | 5,685 | ||||||||
Fair value of warrant | 5,761,228 | 1,792,445 | |||||||
Loss on excess derivative | 625,240 | ||||||||
Fair value of convertible debt | $ 23,840 | $ 75,387 | |||||||
Warrant exercise price per share | $ 0.075 | $ 0.0264 | $ 0.055 | $ 0.04 | $ 0.15 | ||||
Monthly trading volume increase percentage | 0.00% | ||||||||
Convertible Debt [Member] | |||||||||
Monthly trade volume, value | $ 3,439,887 | $ 2,188,776 | |||||||
Monthly trading volume increase percentage | 1.00% | 1.00% | |||||||
Convertible note interest rate in case of default | 0.00% | 0.00% | |||||||
Minimum [Member] | Convertible Debt [Member] | |||||||||
Monthly trading volume increase percentage | 1.00% | 1.00% | |||||||
Convertible note interest rate in case of default | 5.00% | 5.00% | |||||||
Minimum [Member] | Warrant [Member] | |||||||||
Warrant exercise price per share | $ 0.03 | $ 0.03 | |||||||
Warrant exercise period | 2 years | 2 years | |||||||
Conversion of ownership interest monthly | 4.99% | 4.99% | |||||||
Maximum [Member] | Convertible Debt [Member] | |||||||||
Monthly trading volume increase percentage | 5.00% | 5.00% | |||||||
Convertible note interest rate in case of default | 50.00% | 50.00% | |||||||
Maximum [Member] | Warrant [Member] | |||||||||
Warrant exercise price per share | $ 0.24 | $ 0.24 | |||||||
Warrant exercise period | 10 years | 10 years | |||||||
Conversion of ownership interest monthly | 10.00% | 10.00% | |||||||
Volatility [Member] | Minimum [Member] | |||||||||
Fair value assumptions, measurement input, percentages | 116.00% | 116.00% | |||||||
Volatility [Member] | Maximum [Member] | |||||||||
Fair value assumptions, measurement input, percentages | 138.00% | 138.00% |
Derivative Liabilities - Summar
Derivative Liabilities - Summary of Derivative Liability Value (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Derivative liability | $ 5,396,061 | $ 9,530,296 |
Common Stock Warrants | ||
Derivative liability | 2,672,537 | 8,496,652 |
Convertible Debentures [Member] | ||
Derivative liability | $ 2,723,524 | $ 1,033,644 |
Derivative Liabilities - Summ_2
Derivative Liabilities - Summary of Changes in Fair Market Value of Derivative Liability (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Derivative Liability [Abstract] | ||
Derivative liability, beginning balance | $ 9,530,296 | $ 482,674 |
Increase in derivative value attributable to issuance of convertible notes | 2,373,976 | 956,320 |
Increase in derivative value attributable to issuance of warrants | 89,546 | 4,321,045 |
Change in fair market value of derivative liabilities due to the mark to market adjustment | (5,737,388) | 4,221,728 |
Debt conversions and redemptions | (860,369) | (451,471) |
Derivative liability - ending balance | $ 5,396,061 | $ 9,530,296 |
Changes in Stockholders' Equi_2
Changes in Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | Jun. 29, 2018 | Jun. 26, 2018 | Jun. 05, 2018 | Jun. 01, 2018 | May 31, 2018 | May 30, 2018 | May 15, 2018 | May 14, 2018 | Apr. 30, 2018 | Apr. 19, 2018 | Apr. 17, 2018 | Mar. 28, 2018 | Mar. 22, 2018 | Mar. 14, 2018 | Mar. 12, 2018 | Feb. 20, 2018 | Feb. 07, 2018 | Feb. 05, 2018 | Jan. 22, 2018 | Jan. 16, 2018 | Jan. 08, 2018 | Jan. 02, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 | ||||||||||||||||||||||
Common stock, shares issued | 621,529,160 | 580,716,669 | ||||||||||||||||||||||
Common stock, shares outstanding | 621,529,160 | 580,716,669 | ||||||||||||||||||||||
Sale of stock, shares | 1,021,000 | 333,333 | ||||||||||||||||||||||
Sale of stock price per share | $ 0.05 | $ 0.15 | ||||||||||||||||||||||
Stock issued during period, shares | 1,021,000 | 4,389,180 | 333,333 | |||||||||||||||||||||
Number of warrants exercisable | 1,021,000 | 666,700 | ||||||||||||||||||||||
Number of warrants exercised | 1,021,000 | 7,954,546 | 3,000,000 | 333,333 | ||||||||||||||||||||
Warrant exercise price per share | $ 0.075 | $ 0.0264 | $ 0.055 | $ 0.04 | $ 0.15 | |||||||||||||||||||
Warrants exercisable term | 3 years | 5 years | 3 years | |||||||||||||||||||||
Proceeds from warrants exercise | $ 51,050 | $ 120,000 | $ 50,000 | |||||||||||||||||||||
Shares issued for services, shares | 300,000 | 350,000 | ||||||||||||||||||||||
Stock issued during period for services, value | $ 25,550 | |||||||||||||||||||||||
September 10, 2018 [Member] | ||||||||||||||||||||||||
Shares issued for services, shares | 50,000 | |||||||||||||||||||||||
Third Group 10 Note [Member] | ||||||||||||||||||||||||
Shares converted into stock, value | $ 50,000 | |||||||||||||||||||||||
Shares converted into stock, shares | 1,547,508 | |||||||||||||||||||||||
First Group 10 Note [Member] | ||||||||||||||||||||||||
Shares converted into stock, value | $ 78,000 | $ 50,000 | ||||||||||||||||||||||
Shares converted into stock, shares | 2,591,362 | 1,786,990 | ||||||||||||||||||||||
Debt instrument face amount | $ 72,400 | |||||||||||||||||||||||
Unpaid interest | 5,600 | |||||||||||||||||||||||
Second Gemini Note [Member] | ||||||||||||||||||||||||
Shares converted into stock, value | $ 61,973 | $ 53,205 | $ 52,479 | |||||||||||||||||||||
Shares converted into stock, shares | 2,118,721 | 2,009,451 | 1,116,584 | |||||||||||||||||||||
Debt instrument face amount | $ 58,000 | $ 50,000 | $ 50,000 | |||||||||||||||||||||
Unpaid interest | $ 3,973 | $ 3,205 | $ 2,479 | |||||||||||||||||||||
First Gemini Note [Member] | ||||||||||||||||||||||||
Shares converted into stock, value | $ 24,998 | $ 40,000 | $ 40,000 | $ 40,000 | ||||||||||||||||||||
Shares converted into stock, shares | 707,156 | 851,064 | 801,603 | 806,452 | ||||||||||||||||||||
Debt instrument face amount | $ 13,250 | |||||||||||||||||||||||
Unpaid interest | $ 11,748 | |||||||||||||||||||||||
First Black Mountain Note [Member] | ||||||||||||||||||||||||
Shares converted into stock, value | $ 24,875 | $ 40,000 | $ 40,000 | $ 40,000 | ||||||||||||||||||||
Shares converted into stock, shares | 529,246 | 809,716 | 806,452 | 806,452 | ||||||||||||||||||||
Debt instrument face amount | $ 13,250 | |||||||||||||||||||||||
Unpaid interest | $ 11,625 | |||||||||||||||||||||||
Second Group 10 Note [Member] | ||||||||||||||||||||||||
Shares converted into stock, value | $ 50,000 | $ 50,000 | $ 50,000 | |||||||||||||||||||||
Shares converted into stock, shares | 1,009,489 | 955,474 | 784,929 | |||||||||||||||||||||
Second Black Mountain Note [Member] | ||||||||||||||||||||||||
Stock issued during period, shares | 4,389,180 | |||||||||||||||||||||||
Number of warrants exercised | 7,954,546 | |||||||||||||||||||||||
Warrant exercise price per share | $ 0.0264 | |||||||||||||||||||||||
First Emunah Note [Member] | ||||||||||||||||||||||||
Number of warrants exercised | 1,000,000 | |||||||||||||||||||||||
Warrant exercise price per share | $ 0.03535 | |||||||||||||||||||||||
Proceeds from warrants exercise | $ 35,350 | |||||||||||||||||||||||
Settlement Agreement [Member] | RAI Capital, LLC [Member] | ||||||||||||||||||||||||
Recovery amount | $ 398,217 | |||||||||||||||||||||||
Number of shares issued for setlement of debt | 13,298,837 | |||||||||||||||||||||||
Number of shares issued for setlement of debt, value | $ 398,217 | |||||||||||||||||||||||
Fair value of common stock | 743,405 | |||||||||||||||||||||||
Loss on settlement | $ 345,188 | |||||||||||||||||||||||
Consulting Agreement [Member] | BlueHawk Capital, LLC [Member] | ||||||||||||||||||||||||
Shares issued for services, shares | 500,000 | |||||||||||||||||||||||
Stock issued during period for services, value | $ 29,000 | |||||||||||||||||||||||
Employment Agreement [Member] | January 1, 2018 [Member] | Chief Financial Officer [Member] | ||||||||||||||||||||||||
Stock issued for compensation, value | $ 11,940 | |||||||||||||||||||||||
Stock issued for compensation, shares | 300,000 | |||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | |||||||||||||||||||||||
Preferred stock, remaining undesignated | 36,000,000 | |||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | ||||||||||||||||||||||
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. | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Common stock, shares authorized | 1,200,000,000 | |||||||||||||||||||||||
Common stock, shares issued | 678,072,453 | |||||||||||||||||||||||
Common stock, shares outstanding | 678,072,453 | |||||||||||||||||||||||
Number of shares reserved | 206,605,359 |
Options and Warrants (Details N
Options and Warrants (Details Narrative) - USD ($) | Jun. 29, 2018 | Jun. 05, 2018 | Jun. 01, 2018 | May 31, 2018 | May 14, 2018 | May 01, 2018 | Apr. 17, 2018 | Mar. 28, 2018 | Mar. 12, 2018 | Feb. 20, 2018 |
Sale of stock, shares | 1,021,000 | 333,333 | ||||||||
Sale of stock price per share | $ 0.05 | $ 0.15 | ||||||||
Stock issued during period, shares | 1,021,000 | 4,389,180 | 333,333 | |||||||
Number of warrants exercised | 1,021,000 | 7,954,546 | 3,000,000 | 333,333 | ||||||
Warrant exercise price per share | $ 0.075 | $ 0.0264 | $ 0.055 | $ 0.04 | $ 0.15 | |||||
Warrants exercisable term | 3 years | 5 years | 3 years | |||||||
Proceeds from warrants | $ 51,050 | $ 120,000 | $ 51,050 | |||||||
Warrants to purchase shares | 3,000,000 | |||||||||
Warrants exercisable period | Mar. 28, 2018 | |||||||||
Number of options expired | 3,000,000 | 8,000,000 | ||||||||
Strike price per share | $ 0.08 | $ 0.04 | ||||||||
Class A and B Warrants [Member] | ||||||||||
Number of warrants exercised | 2,594,714 | |||||||||
Warrant exercise price per share | $ 0.03535 | |||||||||
Number of warrants outstanding | 6,528,340 | |||||||||
Warrants outstanding, price per share | $ 0.03535 | |||||||||
Convertible notes | $ 75,000 | |||||||||
Black Mountain Equities Inc [Member] | ||||||||||
Number of warrants exercised | 6,454,545 | |||||||||
Warrant exercise price per share | $ 0.0264 | |||||||||
Number of warrants outstanding | 2,800,000 | |||||||||
Warrants outstanding, price per share | $ 0.0264 | |||||||||
Gemini Master Fund Ltd [Member] | ||||||||||
Number of warrants exercised | 5,154,545 | |||||||||
Warrant exercise price per share | $ 0.0264 | |||||||||
Number of warrants outstanding | 2,800,000 | |||||||||
Warrants outstanding, price per share | $ 0.0264 | |||||||||
SBI Investments LLC [Member] | ||||||||||
Number of warrants exercised | 1,000,000 | |||||||||
Warrant exercise price per share | $ 0.10 | |||||||||
Proceeds from warrants | $ 225,000 | |||||||||
Warrants exercisable period | May 1, 2021 | |||||||||
First Emunah Note [Member] | ||||||||||
Number of warrants exercised | 1,000,000 | |||||||||
Warrant exercise price per share | $ 0.03535 | |||||||||
Proceeds from warrants | $ 35,350 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal net operating losses | $ 31,364,000 |
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, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 6,586,440 | $ 9,328,900 |
Net deferred tax assets before valuation allowance | 6,586,440 | 9,328,900 |
Less: valuation allowance | (6,586,440) | (9,328,900) |
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, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal and state statutory rate | 21.00% | 35.00% |
Change in valuation allowance on deferred tax assets | (21.00%) | (35.00%) |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net loss attributable to the noncontrolling interest | $ 49,647 | $ 29,786 | $ 88,650 | $ 57,249 |
Net loss attributable to parent | $ 518,540 | $ 334,870 | ||
Ten Individuals [Member] | Green Leaf Farms Holdings, LLC [Member] | ||||
Minority interests ownership percent by parent | 15.60% | 15.60% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Dec. 19, 2018USD ($)$ / sharesshares | Dec. 14, 2018USD ($)$ / sharesshares | Nov. 30, 2018USD ($)$ / sharesshares | Nov. 05, 2018USD ($)$ / sharesshares | Oct. 15, 2018USD ($)Numbershares | Sep. 24, 2018USD ($)$ / sharesshares | Jul. 13, 2018USD ($)Numbershares | Jul. 11, 2018USD ($)shares | Jun. 29, 2018USD ($)$ / sharesshares | Jun. 05, 2018$ / sharesshares | Jun. 01, 2018$ / shares | Apr. 30, 2018shares | Mar. 28, 2018USD ($)$ / sharesshares | Mar. 12, 2018USD ($)$ / sharesshares | Nov. 09, 2018USD ($)Consultantshares | Jan. 09, 2019USD ($)shares | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($) | Dec. 31, 2018ft² | Sep. 10, 2018USD ($)shares | Dec. 31, 2017USD ($)shares |
Net proceeds from convertible debt | $ | $ 1,814,500 | ||||||||||||||||||||
Common stock, shares subscribed | 3,418,508 | 0 | |||||||||||||||||||
Common stock, value, subscriptions | $ | $ 145,640 | ||||||||||||||||||||
Sale of stock, shares | 1,021,000 | 333,333 | |||||||||||||||||||
Sale of stock price per share | $ / shares | $ 0.05 | $ 0.15 | |||||||||||||||||||
Number of warrants exercised | 1,021,000 | 7,954,546 | 3,000,000 | 333,333 | |||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.075 | $ 0.0264 | $ 0.055 | $ 0.04 | $ 0.15 | ||||||||||||||||
Warrants exercisable term | 3 years | 5 years | 3 years | ||||||||||||||||||
Proceeds from issuance of warrant | $ | $ 51,050 | $ 120,000 | $ 51,050 | ||||||||||||||||||
Shares issued for services, shares | 300,000 | 350,000 | |||||||||||||||||||
Stock issued during period for services, value | $ | $ 25,550 | ||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Sale of stock, shares | 416,667 | 300,000 | 2,000,000 | 1,000,000 | |||||||||||||||||
Sale of stock price per share | $ / shares | $ 0.06 | $ 0.05 | $ 0.06 | $ 0.065 | |||||||||||||||||
Number of warrants exercised | 3,000,000 | 416,667 | 300,000 | 2,000,000 | 1,000,000 | ||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.04 | $ 0.12 | $ 0.08 | $ 0.12 | $ 0.085 | ||||||||||||||||
Warrants exercisable term | 3 years | 3 years | 3 years | 3 years | |||||||||||||||||
Proceeds from issuance of warrant | $ | $ 120,000 | $ 25,000 | $ 15,000 | $ 120,000 | $ 65,000 | ||||||||||||||||
Subsequent Event [Member] | Officers and Directors [Member] | |||||||||||||||||||||
Shares issued for services, shares | 4,800,000 | ||||||||||||||||||||
Stock issued during period for services, value | $ | $ 191,040 | ||||||||||||||||||||
Subsequent Event [Member] | Officers and Directors [Member] | Bonus Services Provided [Member] | |||||||||||||||||||||
Shares issued for services, shares | 400,000 | ||||||||||||||||||||
Stock issued during period for services, value | $ | $ 15,920 | ||||||||||||||||||||
Subsequent Event [Member] | CEO [Member] | |||||||||||||||||||||
Shares issued for services, shares | 3,000,000 | ||||||||||||||||||||
Stock issued during period for services, value | $ | $ 119,400 | ||||||||||||||||||||
Subsequent Event [Member] | Consultant [Member] | |||||||||||||||||||||
Shares issued for services, shares | 15,400,000 | ||||||||||||||||||||
Stock issued during period for services, value | $ | $ 741,990 | ||||||||||||||||||||
Number of consultant | Consultant | 27 | ||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||
Sale of stock, shares | 416,667 | 300,000 | 2,000,000 | 1,000,000 | |||||||||||||||||
Subsequent Event [Member] | Between July 16, 2018 and January 9, 2019 [Member] | |||||||||||||||||||||
Unsecured promissory note issued, value | $ | $ 545,723 | ||||||||||||||||||||
Shares converted into stock | 22,807,918 | ||||||||||||||||||||
Shares converted into stock, value | $ | $ 574,287 | ||||||||||||||||||||
Unpaid interest | $ | $ 28,565 | ||||||||||||||||||||
Subsequent Event [Member] | Rescission of Salinas Acquisition [Member] | Commercial Cannabis Agricultural Facility [Member] | |||||||||||||||||||||
Area of square foot | ft² | 56,000 | ||||||||||||||||||||
Subsequent Event [Member] | Between July 3, 2018, and September 10, 2018 [Member] | |||||||||||||||||||||
Common stock, shares subscribed | 3,418,508 | ||||||||||||||||||||
Common stock, value, subscriptions | $ | $ 145,640 | ||||||||||||||||||||
Subsequent Event [Member] | Second Fourth Man Note [Member] | |||||||||||||||||||||
Debt interest rate | 3.00% | ||||||||||||||||||||
Unsecured promissory note issued, value | $ | $ 75,000 | ||||||||||||||||||||
Convertible debt maturity date | Oct. 15, 2019 | ||||||||||||||||||||
Percentage of convertible debt conversion | 71.00% | ||||||||||||||||||||
Number of trading days | Number | 10 | ||||||||||||||||||||
Note holder limited to owning, percentage | 4.99% | ||||||||||||||||||||
Subsequent Event [Member] | Second Fourth Man Note [Member] | Class A Warrant [Member] | |||||||||||||||||||||
Shares converted into stock | 1,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | Second Fourth Man Note [Member] | Class B Warrant [Member] | |||||||||||||||||||||
Shares converted into stock | 75,000 | ||||||||||||||||||||
Subsequent Event [Member] | Second Emunah Note [Member] | |||||||||||||||||||||
Debt interest rate | 3.00% | ||||||||||||||||||||
Unsecured promissory note issued, value | $ | $ 75,000 | ||||||||||||||||||||
Convertible debt maturity date | Oct. 15, 2019 | ||||||||||||||||||||
Percentage of convertible debt conversion | 71.00% | ||||||||||||||||||||
Number of trading days | Number | 10 | ||||||||||||||||||||
Note holder limited to owning, percentage | 4.99% | ||||||||||||||||||||
Subsequent Event [Member] | Second Emunah Note [Member] | Class A Warrant [Member] | |||||||||||||||||||||
Shares converted into stock | 1,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | Second Emunah Note [Member] | Class B Warrant [Member] | |||||||||||||||||||||
Shares converted into stock | 75,000 | ||||||||||||||||||||
Subsequent Event [Member] | First BHP Note [Member] | |||||||||||||||||||||
Debt interest rate | 8.00% | ||||||||||||||||||||
Unsecured promissory note issued, value | $ | $ 76,500 | ||||||||||||||||||||
Convertible debt maturity date | Apr. 13, 2019 | ||||||||||||||||||||
Percentage of convertible debt conversion | 70.00% | ||||||||||||||||||||
Number of trading days | Number | 10 | ||||||||||||||||||||
Note holder limited to owning, percentage | 4.99% | ||||||||||||||||||||
Shares converted into stock | 100,000 | ||||||||||||||||||||
Net proceeds from convertible debt | $ | $ 47,250 | ||||||||||||||||||||
Debt issuance cost | $ | $ 2,750 | ||||||||||||||||||||
Subsequent Event [Member] | First BHP Note [Member] | Common Stock Potential Conversion [Member] | |||||||||||||||||||||
Common stock reserve for potential conversion | 12,000,000 |