Marijuana Company of America (MCOA) 10-Q 21 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 21, 2017
Document And Entity Information
Entity Registrant Name	Marijuana Co of America, Inc.
Entity Central Index Key	1,078,799
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		1,975,075,786
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,017

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Current assets:
Cash	$ 9,630	$ 147,486
Accounts receivable, net	10,662	9,124
Inventory	140,660	83,475
Total current assets	160,952	240,085
Property and equipment, net	4,213
Other assets:
Investments	280,000
Total assets	445,165	240,085
Current liabilities:
Accounts payable	334,747	324,889
Accrued compensation		32,710
Accrued interest	1,820	4,800
Notes payable, related party, net of debt discount of $612,663 and $0	3,005	7,487
Convertible note payable, net of debt discount of $85,297	25,814
Derivative liability	1,508,993
Total current liabilities	1,874,379	369,886
Stockholders' deficit:
Preferred stock, $0.001 par value, 50,000,000 shares authorized; Class A preferred stock, $0.001 par value, 10,000,000 shares designated, 10,000,000 shares issued and outstanding as of June 30, 2017 and December 31, 2016	10,000	10,000
Common stock, $0.001 par value; 5,000,000,000 shares authorized; 1,975,075,786 and 1,620,996,998 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively	1,975,075	1,620,996
Additional paid in capital	25,207,766	7,685,387
Common stock subscription	25,000
Accumulated deficit	(28,647,055)	(9,446,184)
Total stockholders' deficit	(1,429,214)	(129,801)
Total liabilities and stockholders' deficit	445,165	240,085
Class A Preferred Stock [Member]
Stockholders' deficit:
Preferred stock, $0.001 par value, 50,000,000 shares authorized; Class A preferred stock, $0.001 par value, 10,000,000 shares designated, 10,000,000 shares issued and outstanding as of June 30, 2017 and December 31, 2016	10,000	10,000
Total stockholders' deficit	10,000	10,000
Total liabilities and stockholders' deficit	$ 10,000	$ 10,000

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Note payable related party net of dicount	$ 612,663	$ 0
Convertible note payable, net of debt discount	$ 85,297
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares outstanding	10,000,000	10,000,000
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	5,000,000,000	5,000,000,000
Common stock, shares issued	1,975,075,786	1,620,996,998
Common stock, shares outstanding	1,975,075,786	1,620,996,998
Class A Preferred Stock [Member]
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	10,000,000	10,000,000
Preferred stock, shares outstanding	10,000,000	10,000,000

Condensed Consolidated Statemen

Condensed Consolidated Statements Of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
REVENUES:
Sales	$ 11,130		$ 17,023
Cost of sales	8,809		12,158
Gross Profit	2,321		4,865
OPERATING EXPENSES:
Selling, general and administrative expenses	373,082	338,013	18,351,836	1,429,511
Depreciation	405		647
Total operating expenses	373,487	338,013	18,352,483	1,429,511
Net loss from operations	(371,166)	(338,013)	(18,347,618)	(1,429,511)
OTHER INCOME (EXPENSES):
Interest expense, net	761,500		883,221
Gain on change in fair value of derivative liabilities	10,079		29,968
Loss on settlement of debt
Total other income (expense)	(751,421)		(853,253)
Net loss before income taxes	(1,122,587)	(338,013)	(19,200,871)	(1,429,511)
Income taxes (benefit)
NET LOSS	$ (1,122,587)	$ (338,013)	$ (19,200,871)	$ (1,429,511)
Loss per common share, basic and diluted	$ 0	$ 0	$ (0.01)	$ 0
Weighted average number of common shares outstanding, basic and diluted	1,978,926,336	1,169,413,181	1,828,749,518	1,159,806,954

Condensed Consolidated Stateme5

Condensed Consolidated Statement Of Stockholders' Deficit - 6 months ended Jun. 30, 2017 - USD ($)	Class A Preferred Stock [Member]	Common Stock [Member]	Additional Paid In Capital [Member]	Common Stock Subscription [Member]	Accumulated Deficit [Member]	Total
Balance preferred stock, shares at Dec. 31, 2016	10,000,000					10,000,000
Balance common stock, shares at Dec. 31, 2016		1,620,996,998				1,620,996,998
Balance, value at Dec. 31, 2016	$ 10,000	$ 1,620,996	$ 7,685,387		$ (9,446,184)	$ (129,801)
Common stock issued for services rendered, shares		300,533,333
Common stock issued for services rendered, value		$ 300,533	17,391,550			17,692,083
Replacement of previously canceled common shares, shares		20,000,000
Replacement of previously canceled common shares, value		$ 20,000	(20,000)
Sale of common stock, shares		4,000,000
Sale of common stock, value		$ 4,000	56,000			60,000
Common stock subscription received				25,000		25,000
Common stock issued for accrued officer compensation, shares		29,545,455
Common stock issued for accrued officer compensation, value		$ 29,546	(29,546)
Stock based compensation			124,375			124,375
Net loss					(19,200,871)	$ (19,200,871)
Balance preferred stock , shares at Jun. 30, 2017	10,000,000					10,000,000
Balance common stock, shares at Jun. 30, 2017		1,975,075,786				1,975,075,786
Balance, value at Jun. 30, 2017	$ 10,000	$ 1,975,075	$ 25,207,766	$ 25,000	$ (28,647,055)	$ (1,429,214)

Condensed Consolidated Stateme6

Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (19,200,871)	$ (1,429,511)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	647
Amortization of debt discount	27,497
Non cash interest	853,904
Gain on change in fair value of derivative liabilities	29,968
Stock based compensation	17,816,458	1,140,690
Notes payable issued in settlement of accrued compensation	179,941	28,830
Changes in operating assets and liabilities:
Accounts receivable	1,538
Inventory	57,185
Accounts payable	9,984
Accrued compensation	(32,710)	195,000
Net cash used in operating activities	(433,841)	(64,991)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment	280,000
Purchase of property and equipment	4,860
Net cash used in investing activities	(284,860)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable	99,965
Proceeds from issuance of notes payable, related party	395,880
Proceeds from sale of common stock	85,000	65,000
Net cash provided by financing activities	580,845	65,000
Net (decrease) increase in cash	(137,856)	9
Cash-beginning of period	147,486
Cash-end of period	9,630	9
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid
Taxes paid
Non cash financing activities:

Nature Of Operations And Basis

Nature Of Operations And Basis Of Presentation	6 Months Ended
	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations and Basis of Presentation	NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION Marijuana Company of America, Inc. (The “Company”) was incorporated under the laws of the State of Utah in October 1985 under the name Converge Global, Inc. In October 2009, in a 30 for 1 exchange, the Company merged with Sparrowtech, Inc. for the purpose of exploration and development of commercially viable mining properties. In 2015, the Company changed its business model to a marketing and distribution company for medical marijuana. In conjunction with the change, the Company changed its name to Marijuana Company of America, Inc. At the time of the transition in 2015, there were no remaining assets, liabilities or operating activities of the mining business. On September 21, 2015, the Company formed H Smart, Inc, a Delaware corporation as a wholly owned subsidiary for the purpose of operating the hempSMART brand. On February 1, 2016, the Company formed MCOA CA, Inc., a California corporation as a wholly owned subsidiary to facilitate mergers, acquisitions and the offering of investments or loans to the Company. On May 3, 2017, the Company formed Hempsmart Limited, a United Kingdom corporation as a wholly owned subsidiary for the purpose of future expansion into the European market. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: H Smart, Inc., Hempsmart Limited and MCOA CA, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The condensed balance sheet as of December 31, 2016 has been derived from audited financial statements. Operating results for the three and six months ended June 30, 2017 are not necessarily indicative of results that may be expected for the year ending December 31, 2017. These condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016.

Going Concern And Management's

Going Concern And Management's Liquidity Plans	6 Months Ended
	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern and Management's Liquidity Plans	NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements during six months ended June 30, 2017, the Company incurred net losses of $19,200,871 and used cash in operations of $433,841. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. The Company's primary source of operating funds in 2017 and 2016 have been from revenue generated from proceeds from the sale of common stock and the issuance of convertible and other debt. The Company has experienced net losses from operations since inception, but expects these conditions to improve in the second half of 2017 and beyond as it develops its business model. The Company has stockholders' deficiencies at June 30, 2017 and requires additional financing to fund future operations. The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

Summary Of Significant Accounti

Summary Of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Cash The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. Concentrations of credit risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Occasionally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Allowance for Doubtful Accounts Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. As of June 30, 2017 and December 31, 2016, allowance for doubtful accounts was $-0-. Inventories Inventories are stated at the lower of cost or market with cost being determined on a first-in, first-out (FIFO) basis. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. During the periods presented, there were no inventory write-downs. Cost of sales Cost of sales is comprised of cost of product sold, packaging, and shipping costs. Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of June 30, 2017, there were outstanding stock options to purchase 1,000,000,000 shares of common stock, 583,333,333 shares of which were vested. (See Note 9) Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted income (loss) per share as of June 30, 2017 and 2016 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: June 30, 2017 June 30, 2016 Convertible notes payable 74,991,778 — Options to purchase common stock 1,000,000,000 1,000,000,000 Restricted stock units 10,000,000 — Total 1,084,991,778 1,000,000,000 Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2017 and December 31, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash, accounts payables and short term notes because they are short term in nature. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 3 years. Investments The Company follows Accounting Standards Codification subtopic 321-10, Investments-Equity Securities (“ASC 321-10) which requires the accounting for equity security to be measured at fair value with changes in unrealized gains and losses are included in current period operations. Where an equity security is without a readily determinable fair value, the Company may elect to estimate its fair value at cost minus impairment plus or minus changes resulting from observable price changes (See Note 5). Derivative Financial Instruments The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required. The Company’s free-standing derivatives consisted of conversion options embedded within its issued convertible debt. The Company evaluated these derivatives to assess their proper classification in the balance sheet using the applicable classification criteria enumerated under GAAP. The Company determined that certain conversion options do not contain fixed settlement provisions. The convertible note contained a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the conversion feature which does not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company has adopted a sequencing policy that reclassifies contracts (from equity to assets or liabilities) with the most recent inception date first. Thus any available shares are allocated first to contracts with the most recent inception dates. Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company charged to operations $10,419 and $32,381 for the three and six months ended June 30, 2017 and $3,200 and $21,884 for the three and six months ended June 30, 2016, respectively; as advertising costs. Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of June 30, 2017 and 2016, the Company has not recorded any unrecognized tax benefits. Segment Information Accounting Standards Codification subtopic Segment Reporting 280-10 ("ASC 280-10") establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company's only material principal operating segment. Recent Accounting Pronouncements There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed.

Property And Equipment

Property And Equipment	6 Months Ended
	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Property and Equipment	NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment as of June 30, 2017 and December 31, 2016 is summarized as follows: June 30, 2017 December 31, 2016 Computer equipment $ 1,010 $ — Furniture and fixtures 3,850 — Subtotal 4,860 — Less accumulated depreciation (647 ) — Property and equipment, net $ 4,213 $ — Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Depreciation expense was $405 and $647 for the three and six months ended June 30, 2017 and 2016, respectively; and $0 for the three and six months ended June 30, 2016.

Investments

Investments	6 Months Ended
	Jun. 30, 2017
Investments, All Other Investments [Abstract]
Investments	NOTE 5 – INVESTMENTS MoneyTrac On March 13, 2017, the Company entered into a stock purchase agreement to acquire up to 15,000,000 common shares of MoneyTrac Technology, Inc., a corporation organized and operating under the laws of the state of California, for a total purchase price of $250,000 representing approximately 15% ownership at the time of the agreement. As of June 30, 2017, the Company had acquired 12,300,000 common shares for $205,000 representing approximately 15% ownership. In connection with the investment, Charlie Larsen, the Company’s President and Chief Operations Officer and Director, was appointed as a board member to MoneyTrac. The Company accounts for its investment in MoneyTrac Technology, Inc. at estimated market fair value. The Company has elected to estimate its fair value at cost minus impairment plus or minus changes resulting from observable price changes since the equity security does not have a readily determinable fair value. BV-MCOA Management, LLC On March 16, 2017, the Company entered into a Joint Venture Agreement (“Agreement”) with Bougainville Ventures, Inc., a corporation organized under the laws of Canada to engage in the development and promotion of products in the legalized marijuana industry in the state of Washington under the name of BV-MCOA Management LLC. Ownership and voting control is divided on a 50/50 basis with neither party having effective control. The investment of $75,000 is comprised of a 50% ownership of BV-MCOA Management LLC and is accounted for using the equity method of accounting. The Company’s 50% income earned by BV-MCOA Management LLC will recorded as other income/expense in the Company’s Statement of Operations in the appropriate periods. As of June 30, 2017, there has not been any economic activity of BV-MCOA Management LLC.

Convertible Note Payable

Convertible Note Payable	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Convertible Note Payable	NOTE 6 – CONVERTIBLE NOTE PAYABLE Effective March 30, 2017, the Company issued a 6.5% convertible promissory note for an aggregate of $2,777,778 due April 30, 2018 for consideration of $2,500,000, after original interest discount (“OID) of $277,778; unsecured. At June 30, 2017, the Company had received net proceeds of $99,965 under the note. Gross face amount was $111,111, after additions for pro rate portion of OID and other related costs. The note is convertible, at any time, into shares of the Company’s common stock at $0.03 per share unless on the day prior to the lender’s request to convert, the closing price is less than $0.05 per share, then the conversion price shall be 60% of the average three lowest days closing prices for 20 trading days prior to the request to convert. The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the note and to fair value as of each subsequent reporting date. At the funding date of the debenture, the Company determined the aggregate fair value of $221,406 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 470.85%, (3) weighted average risk-free interest rate of 1.02%, (4) expected life of 1.08 years, and (5) estimated fair value of the Company's common stock from $0.0604 per share. The determined fair value of the debt derivatives of $221,406 was charged as a debt discount up to the net proceeds of the note with the remainder of $121,441 charged to operations as non-cash interest expense. At June 30, 2017, the Company determined the aggregate fair value of $191,438 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 449.09%, (3) weighted average risk-free interest rate of 1.24%, (4) expected life of 0.83 years, and (5) estimated fair value of the Company's common stock from $0.0205 per share. For the three and six months ended June 30, 2017, the Company recorded a gain on change in fair value of derivative liabilities of $10,079 and $29,968 and recorded amortization of debt discounts of $25,533 and $25,814, respectively as a charge to interest expense, respectively.

Notes Payable, Related Party

Notes Payable, Related Party	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Notes Payable, Related Party	NOTE 7 – NOTES PAYABLE, RELATED PARTY Notes payable, related party is comprised of the following: June 30, 2017 December 31, 2016 Notes payable $ 1,321 $ 7,487 Convertible promissory notes 614,347 — Subtotal 615,668 7,487 Less unamortized debt discount (612,663 ) — Notes payable, net 3,005 7,487 Less current maturities (3,005 ) (7,487 ) Long term portion $ — $ — Notes payable As of June 30, 2017 and December 31, 2016, the Company’s officers and directors have provided advances and incurred expenses on behalf of the Company. The issued notes are unsecured, due on demand and non-interest bearing. Convertible promissory notes On June 30, 2017, the Company issued 5% convertible promissory notes for an aggregate of $614,347 due June 30, 2018 for consideration of $585,092, after original interest discount (“OID) of $29,255; unsecured. The notes are convertible, at any time, into shares of the Company’s common stock at 50% of the lowest reported sales price of the Company’s common stock for 15 trading days prior to the request to convert. In addition, the notes contain certain reset provisions should the Company issue subsequent equity linked instruments. The Company has identified the embedded derivatives related to the above described notes. These embedded derivatives included certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the note and to fair value as of each subsequent reporting date. At June 30, 2017, the Company determined the aggregate fair value of $1,317,555 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 449.09%, (3) weighted average risk-free interest rate of 1.24%, (4) expected life of 1.00 years, and (5) estimated fair value of the Company's common stock from $0.0205 per share. The determined fair value of the debt derivatives of $1,317,555 was charged as a debt discount up to the net proceeds of the notes with the remainder of $732,463 charged to current period operations as non-cash interest expense For the three and six months ended June 30, 2017, the Company recorded amortization of debt discounts of $1,683 as a charge to interest expense.

Derivative Liabilities

Derivative Liabilities	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
Derivative Liabilities	NOTE 8 – DERIVATIVE LIABILITIES As described in Notes 6 and 7, the Company issued convertible notes that contained conversion features and a reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date and to fair value as of each subsequent reporting date.

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
	Jun. 30, 2017
Equity [Abstract]
Stockholders' Deficit	NOTE 9 – STOCKHOLDERS’ DEFICIT Preferred stock The Company is authorized to issue 50,000,000 shares of $0.001 par value preferred stock as of June 30, 2017 and December 31, 2016. As of June 30, 2017 and December 31, 2016, the Company has designated and issued 10,000,000 shares of Class A Preferred Stock. Each share of Class A Preferred Stock is entitled to 100 votes on all matters submitted to a vote to the stockholders of the Company, does not have conversion, dividend or distribution upon liquidation rights. Common stock The Company is authorized to issue 5,000,000,000 shares of $0.001 par value common stock as of June 30, 2017 and December 31, 2016. As of June 30, 2017 and December 31, 2016, the Company had 1,975,075,786 and 1,620,996,998 common shares issued and outstanding. During the six months ended June 30, 2017, the Company issued an aggregate of 300,533,333 shares of its common stock for services rendered with an estimated fair value of $17,692,083. During the six months ended June 30, 2017, the Company issued an aggregate of 29,545,455 shares of its common stock for prior year officer stock-based compensation accrual. During the six months ended June 30, 2017, the Company issued an aggregate of 20,000,000 shares of its common stock as replacement shares previously canceled in 2016 as part of settlement agreement. During the six months ended June 30, 2017, the Company sold an aggregate of 4,000,000 shares of its common stock for net proceeds of $60,000. Options The following table summarizes the stock option activity for the six months ended June 30, 2017: Shares Weighted-Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2016 1,000,000,000 $ 0.005 8.76 $ 76,000,000 Granted - Forfeitures or expirations - Outstanding at June 30, 2017 1,000,000,000 $ 0.005 8.51 $ 15,500,000 Exercisable at June 30, 2017 583,333,333 $ 0.005 8.51 $ 9,041,667 The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s stock price of $0.0205 as of June 30, 2017, which would have been received by the option holders had those option holders exercised their options as of that date. The following table presents information related to stock options at June 30, 2017: Options Outstanding Options Exercisable Exercise Price Number of Options Weighted Average Remaining Life In Years Exercisable Number of Options $ 0.005 1,000,000,000 8.26 500,000,000 As of June 30, 2017, stock-based compensation of $750,000 remains unamortized and is expected to be amortized over the weighted average remaining period of 1.25 years. The stock-based compensation expense related to option grants was $150,000 and $300,000 during the three and six months ended June 30, 2017 and $150,000 and $300,000 during the three and six months ended June 30, 2016, respectively. Restricted Stock Units (“RSU”) The following table summarizes the restricted stock activity for the three months ended June 30, 2017: Restricted shares units issued as of December 31, 2016 10,000,000 Granted — Forfeited — Total Restricted Shares Issued at June 30, 2017 10,000,000 Vested at June 30, 2017 — Unvested restricted shares as of June 30, 2017 10,000,000 As of June 30, 2017, stock-based compensation related to restricted stock awards of $76,875 remains unamortized and is expected to be amortized over the weighted average remaining period of 0.75 years.

Fair Value Measurement

Fair Value Measurement	6 Months Ended
	Jun. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurement	NOTE 10 — FAIR VALUE MEASUREMENT The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the financial statements. The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. As of June 30, 2017 and December 31, 2016, the Company did not have any items that would be classified as level 1 or 2 disclosures. The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in note 6. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed in Notes 4 and 5 are that of volatility and market price of the underlying common stock of the Company. As of June 30, 2017 and December 31, 2016, the Company did not have any derivative instruments that were designated as hedges. The derivative liability as of June 30, 2017, in the amount of $1,508,993 has a level 3 classification. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the three months ended June 30, 2017: Debt Derivative Balance, December 31, 2016 $ — Total (gains) losses Initial fair value of debt derivative at note issuance 1,538,961 Mark-to-market at June 30, 2017: (29,968 ) Transfers out of Level 3 upon conversion or payoff of notes payable — Balance, June 30, 2017 $ 1,508,993 Net gain for the period included in earnings relating to the liabilities held during the period ended June 30, 2017 $ 29,968 Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. During the period ended June 30, 2017, the Company’s stock price decreased 66.1% from initial valuation. As the stock price decreases for each of the related derivative instruments, the value to the holder of the instrument generally decreases. Stock price is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2017
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 11 — RELATED PARTY TRANSACTIONS The Company’s current officers and stockholders advanced funds to the Company for travel related and working capital purposes. As of June 30, 2017 and December 31, 2016, there were no related party advances outstanding. As of June 30, 2017 and December 31, 2016, accrued compensation due officers and executives included as accrued compensation was $-0- and $32,710, respectively. At June 30, 2017 and December 31, 2016, there were an aggregate of $615,668 notes payable due to officers. See Note 7.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	NOTE 12 – SUBSEQUENT EVENTS St. George Investments LLC. Effective July 3, 2017, the Company issued a secured convertible promissory note in aggregate of $752,500 to St George Investments LLC (“St George”). The promissory note is bears interest at 10% per annum, is due upon maturity sixteen months after purchase price date and includes an original issue discount (“OID”) of $67,500. In addition, the Company agreed to pay $10,000 for legal, accounting and other transaction costs of the lender. The promissory note will be funded in four tranches of $422,500, $27,500, $27,500 and $275,000; net of OID and transaction costs. The promissory note is convertible, at any time at the lender’s option, at $0.04. However, in the event the Company’s market capitalization (as defined) falls below $35,000,000, the conversion rate is 60% of the 3 lowest closing trade prices due the 20 trading days immediately preceding date of conversion, subject to additional adjustments, as defined. In addition, the promissory note includes certain anti-dilution provisions should the Company subsequently issue any common stock or equivalents at an effective price less than the lender conversion price. The Company has a right to prepayment of the note, subject to a 20% prepayment premium and is secured by a trust deed of certain assets of the Company. Tangiers Global LLC The Company entered into a Investment Agreement on July 25, 2017 with Tangiers Global, LLC, (“Tangiers”). Pursuant to an Investment Agreement between the Company and Tangiers, Tangiers agreed to invest up to five million dollars ($5,000,000) to purchase the Company’s common stock. Coincidentally, the Company and Tangiers entered into a Registration Rights Agreement, as an inducement to Tangiers to execute and deliver the Investment Agreement, whereby the Company agreed to provide certain registration rights with respect to the shares of common stock issuable for Tangiers’s investment pursuant to the Investment Agreement. The Investment Agreement terminates thirty-six (36) months after the effective date, or when Tangiers has purchased an aggregate of Five Million Dollars ($5,000,000) in the Company’s common stock, or at such time that the registration statement agreed to in the Registration Rights Agreement is no longer in effect, or upon the election of the Company, providing 15 days written notice to Tangiers. The Company and Tangiers also executed two fixed convertible promissory notes: one in the amount of two hundred and fifty thousand dollars ($250,000) and one in the amount of fifty thousand dollars ($50,000), each bearing interest at the rate of ten percent (10%). The $250,000 Note is due and payable within seven months of the effective date of each payment, and is convertible at a price equal to $0.0125. The $50,000 Note is due and payable on February 25, 2018, and is convertible at a price equal to $0.0175. Tangiers may convert any amount of principal or interest due into the Company’s common stock. Forbearance agreement On August 4, 2017, the Company entered into a forbearance agreement with St George Investments LLC, due to the Company’s breached of certain default provisions of the secured promissory note entered into with St George on July 3, 2017. The breach occurred due to the Company entering into an investment agreement with Tangiers on July 15, 2017 and issued a fixed convertible promissory note to Tangiers. Due to the breach, St George has the right, among other things, to accelerate the maturity date of the note, increase interest from 10% to 22% and cause the balance of the outstanding promissory note to increase due to the application of the default provisions. St George has agreed to refrain and forbear from bringing any action to collect under the promissory note, including the interest rate increase and balance increase, with respect to the default. As consideration of the forbearance, the Company agreed to accelerate the installment conversions from 1 year to 6 months and to add an additional OID of $112,875, which will be considered fully earned as of August 4, 2017, nonrefundable and to be included in the first tranche. The Company and St George ratified the outstanding balance, after the added OID and accrued interest, of $868,936 as of August 4, 2017.

Summary Of Significant Accoun19

Summary Of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. 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.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
Cash	Cash The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash.
Concentrations of Credit Risk	Concentrations of credit risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Occasionally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management.
Accounts Receivable	Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition.
Allowance for Doubtful Accounts	Allowance for Doubtful Accounts Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. As of June 30, 2017 and December 31, 2016, allowance for doubtful accounts was $-0-.
Inventories	Inventories Inventories are stated at the lower of cost or market with cost being determined on a first-in, first-out (FIFO) basis. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. During the periods presented, there were no inventory write-downs.
Cost of Sales	Cost of sales Cost of sales is comprised of cost of product sold, packaging, and shipping costs.
Stock Based Compensation	Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of June 30, 2017, there were outstanding stock options to purchase 1,000,000,000 shares of common stock, 583,333,333 shares of which were vested. (See Note 9)
Net Loss Per Common Share, Basic and Diluted	Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted income (loss) per share as of June 30, 2017 and 2016 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: June 30, 2017 June 30, 2016 Convertible notes payable 74,991,778 — Options to purchase common stock 1,000,000,000 1,000,000,000 Restricted stock units 10,000,000 — Total 1,084,991,778 1,000,000,000
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2017 and December 31, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash, accounts payables and short term notes because they are short term in nature.
Property and Equipment	Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 3 years.
Investments	Investments The Company follows Accounting Standards Codification subtopic 321-10, Investments-Equity Securities (“ASC 321-10) which requires the accounting for equity security to be measured at fair value with changes in unrealized gains and losses are included in current period operations. Where an equity security is without a readily determinable fair value, the Company may elect to estimate its fair value at cost minus impairment plus or minus changes resulting from observable price changes (See Note 5).
Derivative Financial Instruments	Derivative Financial Instruments The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required. The Company’s free-standing derivatives consisted of conversion options embedded within its issued convertible debt. The Company evaluated these derivatives to assess their proper classification in the balance sheet using the applicable classification criteria enumerated under GAAP. The Company determined that certain conversion options do not contain fixed settlement provisions. The convertible note contained a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the conversion feature which does not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company has adopted a sequencing policy that reclassifies contracts (from equity to assets or liabilities) with the most recent inception date first. Thus any available shares are allocated first to contracts with the most recent inception dates.
Advertising	Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company charged to operations $10,419 and $32,381 for the three and six months ended June 30, 2017 and $3,200 and $21,884 for the three and six months ended June 30, 2016, respectively; as advertising costs.
Income Taxes	Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of June 30, 2017 and 2016, the Company has not recorded any unrecognized tax benefits.
Segment Information	Segment Information Accounting Standards Codification subtopic Segment Reporting 280-10 ("ASC 280-10") establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company's only material principal operating segment.
Recent Accounting Pronouncements	Recent Accounting Pronouncements There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.
Subsequent Events	Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed.

Summary Of Significant Accoun20

Summary Of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2017
Summary Of Significant Accounting Policies Tables
Schedule of Computation of Basic and Diluted Net Loss Per Share	Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: June 30, 2017 June 30, 2016 Convertible notes payable 74,991,778 — Options to purchase common stock 1,000,000,000 1,000,000,000 Restricted stock units 10,000,000 — Total 1,084,991,778 1,000,000,000

Property And Equipment (Tables)

Property And Equipment (Tables)	6 Months Ended
	Jun. 30, 2017
Property And Equipment Tables
Schedule of Property and Equipment	Property and equipment as of June 30, 2017 and December 31, 2016 is summarized as follows: June 30, 2017 December 31, 2016 Computer equipment $ 1,010 $ — Furniture and fixtures 3,850 — Subtotal 4,860 — Less accumulated depreciation (647 ) — Property and equipment, net $ 4,213 $ —

Notes Payable, Related Party (T

Notes Payable, Related Party (Tables)	6 Months Ended
	Jun. 30, 2017
Notes Payable Related Party Tables
Schedule of Notes Payable, Related Party	Notes payable, related party is comprised of the following: June 30, 2017 December 31, 2016 Notes payable $ 1,321 $ 7,487 Convertible promissory notes 614,347 — Subtotal 615,668 7,487 Less unamortized debt discount (612,663 ) — Notes payable, net 3,005 7,487 Less current maturities (3,005 ) (7,487 ) Long term portion $ — $ —

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	6 Months Ended
	Jun. 30, 2017
Stockholders Deficit Tables
Summarizes the Stock Option Activity	The following table summarizes the stock option activity for the six months ended June 30, 2017: Shares Weighted-Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2016 1,000,000,000 $ 0.005 8.76 $ 76,000,000 Granted - Forfeitures or expirations - Outstanding at June 30, 2017 1,000,000,000 $ 0.005 8.51 $ 15,500,000 Exercisable at June 30, 2017 583,333,333 $ 0.005 8.51 $ 9,041,667
Schedule of Options by Excerise Price Range	The following table presents information related to stock options at June 30, 2017: Options Outstanding Options Exercisable Exercise Price Number of Options Weighted Average Remaining Life In Years Exercisable Number of Options $ 0.005 1,000,000,000 8.26 500,000,000
Summarizes the Restricted Stock Activity	The following table summarizes the restricted stock activity for the three months ended June 30, 2017: Restricted shares units issued as of December 31, 2016 10,000,000 Granted — Forfeited — Total Restricted Shares Issued at June 30, 2017 10,000,000 Vested at June 30, 2017 — Unvested restricted shares as of June 30, 2017 10,000,000

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	6 Months Ended
	Jun. 30, 2017
Derivative Liabilities Tables
Summary of Changes in Fair Value of Derivative Liabilities	The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the three months ended June 30, 2017: Debt Derivative Balance, December 31, 2016 $ — Total (gains) losses Initial fair value of debt derivative at note issuance 1,538,961 Mark-to-market at June 30, 2017: (29,968 ) Transfers out of Level 3 upon conversion or payoff of notes payable — Balance, June 30, 2017 $ 1,508,993 Net gain for the period included in earnings relating to the liabilities held during the period ended June 30, 2017 $ 29,968

Summary Of Significant Accoun25

Summary Of Significant Accounting Policies (Net Loss Per Common Share, Basic And Diluted) (Details) - shares	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share		1,084,991,778	1,000,000,000
Convertible Notes Payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share		74,991,778
Options To Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share		1,000,000,000	1,000,000,000
Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	10,000,000

Property And Equipment (Details

Property And Equipment (Details) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 4,860
Less accumulated depreciation	647
Property and equipment, net	4,213
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,010
Furniture And Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,850

Notes Payable, Related Party (D

Notes Payable, Related Party (Details) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Notes Payable Related Party Details
Notes payable	$ 1,321	$ 7,487
Convertible promissory notes	614,347
Subtotal	615,668	7,487
Less unamortized debt discount	612,663	0
Notes payable, net	3,005	7,487
Less current maturities	(3,005)	(7,487)
Long term portion

Stockholders' Deficit (Summariz

Stockholders' Deficit (Summarizes The Stock Option Activity) (Details)	6 Months Ended
	Jun. 30, 2017USD ($)$ / sharesshares
Shares
Outstanding at December 31, 2016 | shares	1,000,000,000
Granted | shares
Forfeitures or expirations | shares
Outstanding at June 30, 2017 | shares	1,000,000,000
Exercisable at June 30, 2017 | shares	583,333,333
Weighted-Average Exercise Price
Outstanding at December 31, 2016 | $ / shares	$ 0.005
Granted | $ / shares
Forfeitures or expirations | $ / shares
Outstanding at June 30, 2017 | $ / shares	0.005
Exercisable at June 30, 2017 | $ / shares	$ 0.005
Weighted Average Remaining Contractual Term
Outstanding at December 31, 2016	8 years 9 months 4 days
Outstanding at June 30, 2017	8 years 6 months 4 days
Exercisable at June 30, 2017	8 years 6 months 4 days
Aggregate Intrinsic Value
Outstanding at December 31, 2016 | $	$ 76,000,000
Outstanding at June 30, 2017 | $	15,500,000
Exercisable at June 30, 2017 | $	$ 9,041,667

Stockholders' Deficit (Schedule

Stockholders' Deficit (Schedule Of Options By Excerise Price Range) (Details) - Exercise Price Per Share $0.005 [Member]	6 Months Ended
	Jun. 30, 2017$ / sharesshares
Options Outstanding
Exercise Price | $ / shares	$ 0.005
Number of Options	1,000,000,000
Options Exercisable
Weighted Average Remaining Life In Years	8 years 3 months 4 days
Exercisable Number of Options	500,000,000

Stockholders' Deficit (Summar30

Stockholders' Deficit (Summarizes The Restricted Stock Activity) (Details) - Restricted Stock Units [Member]	6 Months Ended
	Jun. 30, 2017shares
Restricted shares units issued as of December 31, 2016	10,000,000
Granted
Forfeited
Total Restricted Shares Issued at June 30, 2017	10,000,000
Vested at June 30, 2017
Unvested restricted shares as of June 30, 2017	10,000,000

Derivative Liabilities (Details

Derivative Liabilities (Details)	6 Months Ended
	Jun. 30, 2017USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, December 31, 2016
Total (gains) losses
Balance, June 30, 2017	1,508,993
Debt Derivative [Member] | Level 3 Financial Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, December 31, 2016
Total (gains) losses
Initial fair value of debt derivative at note issuance	1,538,961
Mark-to-market at June 30, 2017:	29,968
Transfers out of Level 3 upon conversion or payoff of notes payable
Balance, June 30, 2017	1,508,993
Net gain for the period included in earnings relating to the liabilities held during the period ended June 30, 2017	$ 29,968

Nature Of Operations And Basi32

Nature Of Operations And Basis Of Presentation (Narrative) (Details)	1 Months Ended
	Oct. 31, 2009
Sparrowtech, Inc. [Member]
Noncash or Part Noncash Acquisitions [Line Items]
Merger description of Sparrowtech, Inc	In October 2009, in a 30 for 1 exchange, the Company merged with Sparrowtech, Inc. for the purpose of exploration and development of commercially viable mining properties.

Summary Of Significant Accoun33

Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Summary Of Significant Accounting Policies Narrative Details
Allowance for doubtful accounts	$ 0		$ 0		$ 0
Advertising cost	$ 10,419	$ 3,200	$ 32,381	$ 21,884

Property And Equipment (Narrati

Property And Equipment (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 405		$ 647
Plant And Equipment [Member]
Property, Plant and Equipment [Line Items]
Calculation method of depreciation			Straight-line method
Estimatied useful lives			3 years

Investments (Narrative) (Detail

Investments (Narrative) (Details) - USD ($)	Mar. 16, 2017	Mar. 13, 2017	Jun. 30, 2017
Stock Purchase Agreement [Member] | MoneyTrac Technology, Inc., [Member]
Schedule of Equity Method Investments [Line Items]
Investment description		The Company entered into a stock purchase agreement to acquire up to 15,000,000 common shares of MoneyTrac Technology, Inc., a corporation organized and operating under the laws of the state of California, for a total purchase price of $250,000 representing approximately 15% ownership at the time of the agreement.
Investment, shares			12,300,000
Investment, value			$ 205,000
Percentage of investment ownership			15.00%
Joint Venture Agreement [Member] | Bougainville Ventures, Inc., [Member]
Schedule of Equity Method Investments [Line Items]
Investment description	The Company entered into a Joint Venture Agreement (“Agreement”) with Bougainville Ventures, Inc., a corporation organized under the laws of Canada to engage in the development and promotion of products in the legalized marijuana industry in the state of Washington under the name of BV-MCOA Management LLC. Ownership and voting control is divided on a 50/50 basis with neither party having effective control.
Percentage of investment ownership	50.00%
Investment value in BV-MCOA Management LLC	$ 75,000

Convertible Note Payable (Narra

Convertible Note Payable (Narrative) (Details) - USD ($)	Mar. 30, 2017	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Short-term Debt [Line Items]
Net proceeds from convertible promissory notes				$ 99,965
Fair value assumption - Embedded derivatives:
Non cash interest expenses				853,904
Gain on change in fair value of derivative liabilities		$ 10,079		29,968
Amortization of debt discount				27,497
Convertible Promissory Notes Dated March 30, 2017 [Member]
Short-term Debt [Line Items]
Convertible promissory note face value	$ 2,777,778
Convertible promissory note interest rate	6.50%
Convertible promissory note due date	Apr. 30, 2018
Convertible promissory note consideration amount	$ 2,500,000
Convertible promissory note original interest discount	$ 277,778
Convertible promissory note description	Debt is unsecured.
Net proceeds from convertible promissory notes				99,965
Gross face amount of convertible promissory notes				111,111
Convertible promissory note conversion terms	The note is convertible, at any time, into shares of the Company’s common stock at $0.03 per share unless on the day prior to the lender’s request to convert, the closing price is less than $0.05 per share, then the conversion price shall be 60% of the average three lowest days closing prices for 20 trading days prior to the request to convert.
Fair value of embedded derivatives	$ 221,406	$ 191,438		$ 191,438
Fair value assumption - Embedded derivatives:
Fair value of assumption model	Binomial Option Pricing Model			Binomial Option Pricing Model
Dividend yield	0.00%			0.00%
Expected volatility	470.85%			449.09%
Weighted average risk-free interest rate	1.02%			1.24%
Expected life	1 year 29 days			9 months 29 days
Estimated fair value of common stock	$ 0.0604	$ 0.0205		$ 0.0205
Non cash interest expenses				$ 121,441
Gain on change in fair value of derivative liabilities		$ 10,079		29,968
Convertible Promissory Notes Dated March 30, 2017 [Member] | Interest Expense [Member]
Fair value assumption - Embedded derivatives:
Amortization of debt discount		$ 25,533		$ 25,814

Notes Payable, Related Party (N

Notes Payable, Related Party (Narratives) (Details) - USD ($)	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Fair value assumption - Embedded derivatives:
Non cash interest expenses		$ 853,904
Amortization of debt discount		$ 27,497
Officers And Directors [Member] | Notes Payable [Member]
Short-term Debt [Line Items]
Notes payable description		The issued notes are unsecured, due on demand and non-interest bearing.		The issued notes are unsecured, due on demand and non-interest bearing.
Related Party [Member] | Convertible Promissory Notes Dated June 30, 2017 [Member]
Short-term Debt [Line Items]
Notes payable description	Debt is unsecured.
Convertible promissory note face value	$ 614,347	$ 614,347
Convertible promissory note interest rate	5.00%	5.00%
Convertible promissory note due date	Jun. 30, 2018
Convertible promissory note consideration amount	$ 585,092	$ 585,092
Convertible promissory note original interest discount	$ 29,255	29,255
Convertible promissory note conversion terms	The notes are convertible, at any time, into shares of the Company’s common stock at 50% of the lowest reported sales price of the Company’s common stock for 15 trading days prior to the request to convert. In addition, the notes contain certain reset provisions should the Company issue subsequent equity linked instruments.
Fair value of embedded derivatives	$ 1,317,555	$ 1,317,555
Fair value assumption - Embedded derivatives:
Fair value of assumption model	Binomial Option Pricing Model
Dividend yield	0.00%
Expected volatility	449.09%
Weighted average risk-free interest rate	1.24%
Expected life	1 year
Estimated fair value of common stock	$ 0.0205	$ 0.0205
Non cash interest expenses	$ 732,463
Related Party [Member] | Convertible Promissory Notes Dated June 30, 2017 [Member] | Interest Expense [Member]
Fair value assumption - Embedded derivatives:
Amortization of debt discount		$ 1,683

Stockholders' Deficit (Narrativ

Stockholders' Deficit (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Mar. 31, 2017	Dec. 31, 2016
Common stock, par value per share	$ 0.001		$ 0.001		$ 0.001	$ 0.001
Common stock, shares authorized	5,000,000,000		5,000,000,000		5,000,000,000	5,000,000,000
Stock-based compensation expense			$ 17,816,458	$ 1,140,690
Options [Member]
Exercise price of stock options			$ 0.0205
Unamortized stock based compensation expense	$ 750,000		$ 750,000
Unamortized stock based compensation weighted average remaining period			1 year 3 months
Stock-based compensation expense	150,000	$ 150,000	$ 300,000	$ 300,000
Restricted Stock Units [Member]
Unamortized stock based compensation expense	$ 76,875		$ 76,875
Unamortized stock based compensation weighted average remaining period			9 months
Class A Preferred Stock [Member]
Preferred stock voting rights			Each share of Class A Preferred Stock is entitled to 100 votes on all matters submitted to a vote to the stockholders of the Company.

Fair Value Measurement (Narrati

Fair Value Measurement (Narrative) (Details	6 Months Ended
	Jun. 30, 2017
Fair Value Measurement Narrative Details
Decrease of stock price from initial valuation	66.10%

Related Party Transactions (Nar

Related Party Transactions (Narrative) (Details) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Related Party Transaction [Line Items]
Accrued compensation		$ 32,710
Officers And Executives [Member]
Related Party Transaction [Line Items]
Accrued compensation	0	32,710
Officers And Executives [Member]
Related Party Transaction [Line Items]
Notes payable gross due	$ 615,668	$ 615,668

Subsequent Events (Narrative) (

Subsequent Events (Narrative) (Details) - USD ($)	Aug. 04, 2017	Jul. 25, 2017	Jul. 03, 2017	Jun. 30, 2017	Dec. 31, 2016
Subsequent Event [Line Items]
Accrued interest				$ 1,820	$ 4,800
Subsequent Event [Member] | Investment And Registration Rights Agreement With Tangiers Global, LLC, [Member]
Subsequent Event [Line Items]
Agreement description		The Company entered into a Investment Agreement on July 25, 2017 with Tangiers Global, LLC, (“Tangiers”). Pursuant to an Investment Agreement between the Company and Tangiers, Tangiers agreed to invest up to five million dollars ($5,000,000) to purchase the Company’s common stock. Coincidentally, the Company and Tangiers entered into a Registration Rights Agreement, as an inducement to Tangiers to execute and deliver the Investment Agreement, whereby the Company agreed to provide certain registration rights with respect to the shares of common stock issuable for Tangiers’s investment pursuant to the Investment Agreement. The Investment Agreement terminates thirty-six (36) months after the effective date, or when Tangiers has purchased an aggregate of Five Million Dollars ($5,000,000) in the Company’s common stock, or at such time that the registration statement agreed to in the Registration Rights Agreement is no longer in effect, or upon the election of the Company, providing 15 days written notice to Tangiers.
Subsequent Event [Member] | Forbearance Agreement With St George Investments LLC [Member]
Subsequent Event [Line Items]
Agreement description	The Company entered into a forbearance agreement with St George Investments LLC, due to the Company’s breached of certain default provisions of the secured promissory note entered into with St George on July 3, 2017. The breach occurred due to the Company entering into an investment agreement with Tangiers on July 15, 2017 and issued a fixed convertible promissory note to Tangiers. Due to the breach, St George has the right, among other things, to accelerate the maturity date of the note, increase interest from 10% to 22% and cause the balance of the outstanding promissory note to increase due to the application of the default provisions. St George has agreed to refrain and forbear from bringing any action to collect under the promissory note, including the interest rate increase and balance increase, with respect to the default. As consideration of the forbearance, the Company agreed to accelerate the installment conversions from 1 year to 6 months and to add an additional OID of $112,875, which will be considered fully earned as of August 4, 2017, nonrefundable and to be included in the first tranche.
Additional original issue discount due to Forbearance agreement	$ 112,875
Accrued interest	$ 868,936
Subsequent Event [Member] | Convertible Promissory Notes Dated July 03, 2017 To St. George Investments LLC. [Member]
Subsequent Event [Line Items]
Convertible promissory note face value			$ 752,500
Convertible promissory note interest rate			10.00%
Convertible promissory note due date description			Due upon maturity sixteen months after purchase price date.
Convertible promissory note original interest discount			$ 67,500
Convertible promissory note legal fees			$ 10,000
Convertible promissory note proceeds descriptions			The promissory note will be funded in four tranches of $422,500, $27,500, $27,500 and $275,000; net of OID and transaction costs.
Convertible promissory note conversion price per share			$ 0.04
Convertible promissory note conversion terms			However, in the event the Company’s market capitalization (as defined) falls below $35,000,000, the conversion rate is 60% of the 3 lowest closing trade prices due the 20 trading days immediately preceding date of conversion, subject to additional adjustments, as defined. In addition, the promissory note includes certain anti-dilution provisions should the Company subsequently issue any common stock or equivalents at an effective price less than the lender conversion price.
Convertible promissory note prepayment description			The Company has a right to prepayment of the note, subject to a 20% prepayment premium.
Convertible promissory note colletaral description			It is secured by a trust deed of certain assets of the Company.
Subsequent Event [Member] | Convertible Promissory Notes Dated July 25, 2017 To Tangiers Global, LLC, [Member]
Subsequent Event [Line Items]
Convertible promissory note face value		$ 250,000
Convertible promissory note interest rate		10.00%
Convertible promissory note due date description		The $250,000 Note is due and payable within seven months of the effective date of each payment.
Convertible promissory note conversion price per share		$ 0.0125
Convertible promissory note conversion terms		Tangiers may convert any amount of principal or interest due into the Company’s common stock.
Subsequent Event [Member] | Convertible Promissory Notes Dated July 25, 2017 To Tangiers Global, LLC, [Member]
Subsequent Event [Line Items]
Convertible promissory note face value		$ 50,000
Convertible promissory note interest rate		10.00%
Convertible promissory note due date		Feb. 25, 2018
Convertible promissory note conversion price per share		$ 0.0175
Convertible promissory note conversion terms		Tangiers may convert any amount of principal or interest due into the Company’s common stock.