Grow Solutions (GRSO) 10-K 30 Mar 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 30, 2016	Jun. 30, 2015
Document and Entity Information
Entity Registrant Name	GROW SOLUTIONS HOLDINGS, INC.
Entity Central Index Key	1,104,265
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,015
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 56,038,609
Entity Common Stock, Shares Outstanding		46,459,545

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Assets:
Cash	$ 814,663	$ 452,275
Accounts receivable, net	$ 80,555
Note receivable and accrued interest		$ 20,050
Inventories, net	$ 679,899
Debt issuance costs, net	126,119
Total current assets	1,701,236	$ 472,325
Property and Equipment, net	20,818
Goodwill	507,815
Total Assets	2,229,869	$ 472,325
Current Liabilities:
Accounts payable and accrued expenses	926,588	$ 93,234
Convertible notes, net of debt discount	108,763
Related party payable	40,000
Total current liabilities	1,075,351	$ 93,234
Long-term Liabilities:
Derivative liabilities	1,167,836
Total long-term liabilities	1,167,836
Total Liabilities	$ 2,243,187	$ 93,234
Commitments and contingencies
Stockholders' (Deficit) Equity
Preferred Stock, par value $0.001: 25,000,000 shares authorized; none issued and outstanding
Common stock, $0.001 par value; 100,000,000 shares authorized; 46,389,545 and 46,225,000 shares issued and outstanding	$ 46,390	$ 46,255
Additional paid in capital	1,555,140	485,745
Accumulated deficit	(1,614,848)	(152,909)
Total Stockholders' (Deficit) Equity	(13,318)	379,091
Total Liabilities and Stockholders' Equity	$ 2,229,869	$ 472,325

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Statement of Financial Position
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock authorized	25,000,000	25,000,000
Preferred stock outstanding
Preferred stock issued
Common stock par value	$ 0.001	$ 0.001
Common stock authorized	100,000,000	100,000,000
Common stock outstanding	46,389,545	46,225,000
Common stock issued	46,389,545	46,225,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015
Statements of Operations [Abstract]
Net Sales		$ 2,693,212
Cost of goods sold		1,906,320
Gross profit		$ 786,892
Operating expenses
Research and development
Selling, general and administrative expenses	$ 152,959	$ 2,021,134
Total Selling, general and administrative	152,959	2,021,134
Loss from operations	(152,959)	(1,234,242)
Other income (expense)
Interest (expense) income	$ 50	(115,355)
Change in fair value of derivative liabilities		(112,342)
Total other income (expense)	$ 50	(227,697)
Net loss	$ (152,909)	$ (1,461,939)
Net loss per common share - basic and diluted	$ 0	$ (0.03)
Weighted average common shares outstanding -basic and diluted	43,909,720	50,757,482

Consolidated Statement of Chang

Consolidated Statement of Changes in Stockholders' (Deficit) Equity - USD ($)	Total	Preferred Stock	Common Stock	Additional Paid In Capital	Accumulated Deficit
Balance at Mar. 21, 2014
Balance, Shares at Mar. 21, 2014
Common stock issued to founders	$ 43,005		$ 43,005
Common stock issued to founders, shares			43,005,000
Common stock issued for cash	450,000		$ 2,250	$ 447,750
Common stock issued for cash, Shares			2,250,000
Contributed capital	(28,995)			28,995
Common stock issued for services	10,000		$ 1,000	$ 9,000
Common stock issued for services, Shares			1,000,000
Net loss	(152,909)				$ (152,909)
Balance at Dec. 31, 2014	379,091		$ 46,255	$ 485,745	$ (152,909)
Balance, Shares at Dec. 31, 2014			46,255,000
Recapitalization	23,238		$ 1,887	21,351
Recapitalization, Shares			1,886,612
Common stock issued for services	410,000		$ 4,218	405,782
Common stock issued for services, Shares			4,217,933
Common stock and warrants issued for cash, net of derivative liability	286,292		$ 3,080	283,212
Common stock and warrants issued for cash, net of derivative liability, Shares			3,080,000
Common stock issued for acquisition	$ 350,000		$ 1,750	348,250
Common stock issued for acquisition, Shares			1,750,000
Cancellation of founder's shares			$ 10,800	$ 10,800
Cancellation of founder's shares, Shares			10,800,000
Net loss	$ (1,461,939)				$ (1,461,939)
Balance at Dec. 31, 2015	$ (13,318)		$ 46,390	$ 1,555,140	$ (1,614,848)
Balance, Shares at Dec. 31, 2015			46,389,545

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (152,909)	$ (1,461,939)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		2,149
Accretion of debt issuance costs		11,281
Accretion of debt discount		86,687
Recapitalization		$ 46,150
Interest income	$ (50)
Share-based compensation	10,000	$ 410,000
Bad debt expense	$ 25,000
Change in fair value of derivative liabilities		$ 112,342
Changes in operating assets and liabilities:
Accounts receivable		(67,190)
Inventory		(343,562)
Accounts payable and accrued expenses	$ 93,234	233,811
Net Cash Used In Operating Activities	(24,725)	(970,271)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash paid for business acquisition	$ (45,000)	(193,906)
Cash paid for machinery and equipment		(22,035)
Net Cash Used In Investing Activities	$ (45,000)	(215,941)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	$ 493,005	616,000
Proceeds from issuance of convertible note		1,070,000
Contributed capital	$ 28,995
Cash paid for debt issuance costs		(137,400)
Net Cash Provided By Financing Activities	$ 522,000	1,548,600
Net Increase in Cash	$ 452,275	362,388
Cash - Beginning of Period		452,275
Cash - End of Period	$ 452,275	$ 814,663
Cash Paid During the Period for:
Income taxes
Interest
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Recognition of derivative liability embedded in stock purchase warrant		$ 255,867
Debt discount on convertible note		722,924
Stock issued for debt discount on convertible note		325,000
Stock issued for OneLove acquisition		290,000
Stock issued for Hygrow acquisition		$ 60,000

Organization and Operations

Organization and Operations	12 Months Ended
	Dec. 31, 2015
Organization and Operations [Abstract]
Organization and Operations	Note 1 — Organization and Operations Grow Solutions Holdings, Inc. (formerly known as LightTouch Vein & Laser, Inc. and Strachan, Inc.) (the “Company”) was organized under the laws of the State of Nevada on May 1, 1981. Currently, the Company provides indoor and outdoor gardening supplies to the rapidly growing garden industry. The Merger Effective April 28, 2015, the Company entered into an Acquisition Agreement and Plan of Merger (the “the Merger”) with Grow Solutions, Inc., a Delaware corporation (“Grow Solutions”) and LightTouch Vein & Laser Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Company (“LightTouch Acquisition”). Under the terms of the Merger, Grow Solutions merged with LightTouch Acquisition and became a wholly owned subsidiary of the Company. The Grow Solutions’ shareholders and certain creditors of the Company received 44,005,000 shares of the Company’s common stock in exchange for all of the issued and outstanding shares of Grow Solutions. Following the closing of the Grow Solutions Agreement, Grow Solutions’ business became the primary focus of the Company and Grow Solutions management assumed control of the management of the Company with the former director of the Company resigning upon closing of the Agreement. Shareholders maintained 1,886,612 as part of the recapitalization. As a result of the Merger, the Company discontinued its pre-Merger business. The Merger was accounted for as a “reverse merger,” and Grow Solutions, was deemed to be the accounting acquirer in the reverse merger. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements prior to the Merger will be those of Grow Solutions and will be recorded at the historical cost basis and the consolidated financial statements after completion of the Merger will include the assets and liabilities of Grow Solutions., historical operations of the Company, and operations of the Company and its subsidiaries from the closing date of the Merger. As a result of the issuance of the shares of the Company’s Common Stock pursuant to the Merger, a change in control of the Company occurred as of the date of consummation of the Merger. The Merger is intended to be treated as a tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended. All historical share amounts of the accounting acquirer were retrospectively recast to reflect the share exchange. The Acquisition Effective May 13, 2015 (the “Closing Date”), the Company entered into an Acquisition Agreement and Plan of Merger (the “OneLove Agreement’) with Grow Solutions Acquisition LLC, a Colorado limited liability company and a wholly owned subsidiary of the Company (“Grow Solutions Acquisition”), One Love Garden Supply LLC, a Colorado limited liability company (“OneLove”), and all of the members of OneLove (the “Members”). On the Closing Date, OneLove merged with Grow Solutions Acquisition and became a wholly owned subsidiary of the Company. Under the terms of the OneLove Agreement, the Members received (i) 1,450,000 shares of the Company’s common stock (the “Equity”), (ii) Two Hundred Thousand Dollars (US$200,000) (the “Cash”), and (iii) a cash flow promissory note in the aggregate principal amount of $50,000 issued by OneLove in favor of the Members (the “Cash Flow Note”), whereby each fiscal quarter, upon the Company recording on its financial statements $40,000 in US GAAP Net Income (“Net Income”) from sales of the Company’s products (the “Net Income Threshold”), the Company shall pay to the Members 33% of the Company’s Net Income generated above the Net Income Threshold. The aforementioned obligations owed under the Cash Flow Note shall extinguish upon the earlier of (i) payment(s) by Company in an amount equal to $50,000 in the aggregate or (ii) May 5, 2016 (collectively, the Cash Flow Note, the Equity, and the Cash, the “Consideration”). The Consideration provided to the Members was in exchange for all of the issued and outstanding membership interests of OneLove. Following the Closing Date, OneLove’s business was acquired by the Company and the Company’s management assumed control of the management of OneLove with the former managing members of OneLove resigning from OneLove upon closing of the OneLove Agreement. The Company recorded the purchase of OneLove using the acquisition method of accounting as specified in ASC 805 “Business Combinations.” This method of accounting requires the acquirer to (i) record purchase consideration issued to sellers in a business combination at fair value on the date control is obtained, (ii) determine the fair value of any non-controlling interest, and (iii) allocate the purchase consideration to all tangible and intangible assets acquired and liabilities assumed based on their acquisition date fair values. Further, the Company commenced reporting the results of OneLove on a consolidated basis with those of the Company effective upon the date of the acquisition. The Company consolidated OneLove as of May 13, 2015, and the results of operations of the Company include that of OneLove from May 13, 2015 through December 31, 2015. The Company recognized net revenues attributable to OneLove of $2,523,595 and recognized income of $217,144 during the period May 13, 2015 through December 31, 2015. The following table summarizes fair values of the net liabilities assumed and the allocation of the aggregate fair value of the purchase consideration, and net liabilities to assumed identifiable and unidentifiable intangible assets. Purchase Consideration: Common stock at fair market value $ 290,000 Cash paid 200,000 Cash flow note assumed 50,000 Current liabilities assumed 226,624 Total Purchase Consideration $ 766,624 The fair value allocation is based on management’s estimates: Purchase Price Allocation Cash $ 9,961 Accounts receivable $ 13,363 Inventory $ 342,458 Property and equipment $ 932 Goodwill $ 399,910 Current liabilities $ (226,624 ) As per the Acquisition agreement, the Company has paid $10,000 of the $50,000 cash flow note and as of December 31, 2015, the balance of the cash flow note is $40,000. Asset Purchase Agreement On September 23, 2015 (the “Closing Date”), the Company entered into an Asset Purchase Agreement (the “APA”) by and among OneLove and D&B Industries, LLC, a Colorado limited liability company doing business as Hygrow. On the Closing Date, the Company purchased all of the assets, rights, properties, and business of Hygrow including certain debts of Hygrow (the “Assets”). Under the terms and conditions of the APA, and for full consideration of the transfer of such Assets to the Company on the Closing Date, the Company issued Hygrow three hundred thousand (300,000) shares of common stock of the Company and a payment to Hygrow in the amount of $5,200 in cash. Following the Closing Date the Company’s management assumed control of the management of Hygrow with the former managing members of Hygrow resigning upon closing of the APA. The Company recorded the purchase of Hygrow using the acquisition method of accounting as specified in ASC 805 “Business Combinations.” This method of accounting requires the acquirer to (i) record purchase consideration issued to sellers in a business combination at fair value on the date control is obtained, (ii) determine the fair value of any non-controlling interest, and (iii) allocate the purchase consideration to all tangible and intangible assets acquired and liabilities assumed based on their acquisition date fair values. Further, the Company commenced reporting the results of Hygrow on a consolidated basis with those of the Company effective upon the date of the acquisition. The Company consolidated Hygrow as of the effective date of the agreement, and the results of operations of the Company include that of Hygrow from September 23, 2015 through December 31, 2015. The Company recognized net revenues attributable to Hygrow of $394,017 and recognized income of $101,213 during the period September 23, 2015 through December 31, 2015. The following table summarizes fair values of the net liabilities assumed and the allocation of the aggregate fair value of the purchase consideration, and net liabilities to assumed identifiable and unidentifiable intangible assets. Purchase Consideration: Common stock at fair market value $ 60,000 Cash paid 5,200 Current liabilities assumed 47,918 Total Purchase Consideration $ 113,118 The fair value allocation is based on management’s estimates: Purchase Price Allocation Other assets $ 5,213 Goodwill $ 107,905 Current liabilities $ (47,918 ) The Financing Also during the period ended December 31, 2015, the Company completed a closing of a private placement offering (the “Offering”) of 2,705,000 Units, at a purchase price of $0.20 per Unit, each Unit consisting of 1 share of the Company’s common stock, and 1 stock purchase warrants. The warrants are exercisable at $0.40 per warrant into a share of the Company’s common stock and have a maturity of 3 years. The aggregate gross proceeds from the closing were $541,000 (the Company recorded $332,570 for the fair value of the warrants as a derivative liability see Note 7).

Going Concern and Management's

Going Concern and Management's Plan	12 Months Ended
	Dec. 31, 2015
Going Concern and Management's Plan [Abstract]
Going Concern and Management's Plan	Note 2 — Going Concern and Management’s Plan The accompanying consolidated 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 of December 31, 2015, the Company had a working capital of $625,885 and an accumulated deficit of $1,614,848. The Company has a history net losses since inception. The Company believes that it has sufficient cash to fund its operations. However, there is no assurance that the Company’s projections and estimates are accurate. In the event that the Company does not receive anticipated proceeds operations and financings, it is possible that the Company would not have sufficient resources to continue as a going concern for the next year. In order to mitigate these risks, the Company is actively managing and controlling the Company’s cash outflows. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s primary sources of operating funds since inception have been private equity, and debt and equity financings. The Company intends to raise additional capital through private debt and equity investors. The Company needs to raise additional capital in order to be able to accomplish its business plan objectives. The Company is continuing its efforts to secure additional funds through debt or equity instruments. Management believes that it will be successful in obtaining additional financing based on its history of raising funds; however, no assurance can be provided that the Company will be able to do so. There is no assurance that any funds it raises will be sufficient to enable the Company to attain profitable operations or continue as a going concern. To the extent that the Company is unsuccessful, the Company may need to curtail or cease its operations and implement a plan to extend payables or reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2015
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 — Summary of Significant Accounting Policies Basis of presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, One Love Garden Supply LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of estimates and assumptions The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: (1) Fair value of long–lived assets: (2) Valuation allowance for deferred tax assets: (3) Estimates and assumptions used in valuation of equity instruments: (4) Estimates and assumptions used in valuation of derivative liability These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2015 and 2014, the Company had cash and cash equivalents of $814,663 and $452,275, respectively. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, the Company’s cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits. Inventory Inventory is stated at lower of cost or market using the first-in, first-out (FIFO) valuation method. Inventory was comprised of finished goods at December 31, 2015. Debt Discount and Debt Issuance Costs Debt discounts and debt issuance costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense based on the related debt agreements using the straight-line method. Unamortized discounts are netted against long-term debt. Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets, including property and equipment, when there are indications that the assets might be impaired. When evaluating assets for potential impairment, the Company compares the carrying value of the asset to its estimated undiscounted future cash flows. If an asset’s carrying value exceeds such estimated cash flows (undiscounted and with interest charges), the Company records an impairment charge for the difference. Goodwill Goodwill represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The Company is required to perform impairment reviews at each of its reporting units annually and more frequently in certain circumstances. The Company performs the annual assessment on December 31. In accordance with ASC 350–20 “Goodwill”, the Company is able to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two–step goodwill impairment test. If the Company concludes that it is more likely than not that the fair value of a reporting unit is not less than its carrying amount it is not required to perform the two–step impairment test for that reporting unit. Derivative Liability The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company utilizes an option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company records the change in the fair value of the derivative as other income or expense in the consolidated statements of operations. Revenue Recognition The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Equity–based compensation The Company recognizes compensation expense for all equity–based payments in accordance with ASC 718 “Compensation – Stock Compensation". Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award. Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a five year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is benchmarked against similar companies in a similar industry over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. The expected forfeiture rate is estimated based on management’s best estimate. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the Company’s actual forfeiture rate is materially different from its estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period. The Company accounts for share–based payments granted to non–employees in accordance with ASC 505-40, “Equity Based Payments to Non–Employees”. The Company determines the fair value of the stock–based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. The fair value of the equity instruments is re-measured each reporting period over the requisite service period. Loss Per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the year ended December 31, 2015 and the period March 21, 2014 (Inception) through December 31, 2014 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company had the following common stock equivalents at December 31, 2015 and 2014: December 31, December 31, Convertible notes payable 6,622,718 - Warrants 4,955,000 - Totals 11,577,718 - Income Taxes The Company accounts for income taxes under ASC Topic 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecoginition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on March 21, 2014, the evaluation was performed for the 2014 and 2015 tax years, which will be the only periods subject to examination upon filing of appropriate tax returns. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the year ended December 31, 2015. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. Subsequent events The Company has evaluated events that occurred subsequent to December 31, 2015 and through the date the financial statements were issued. Recent Accounting Pronouncements In February 2015, the FASB issued Accounting Standards Update No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”). The new consolidation standard changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity ("VIE"), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. The guidance is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2015. Early adoption is allowed, including early adoption in an interim period. A reporting entity may apply a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or may apply the amendments retrospectively. The Company is currently assessing the impact, if any, of the adoption of this guidance on the consolidated financial statements. In March 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments is permitted for financial statements that have not been previously issued. The amendments should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The Company is currently evaluating the effects of ASU 2015-03 on the condensed consolidated financial statements. In July 2015, the FASB issued the FASB Accounting Standards Update No. 2015-11 “ Inventory (Topic 330) Simplifying the Measurement of Inventory” (“ASU 2015-11”). In January 2016, Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities

Notes Receivable and Accrued In

Notes Receivable and Accrued Interest	12 Months Ended
	Dec. 31, 2015
Notes Receivable and Accrued Interest [Abstract]
Notes Receivable and accrued interest	Note 4 — Notes Receivable and accrued interest In April 2014, the Company signed a letter of intent with Delta Entertainment Group (‘Delta”) to enter into a reverse merger transaction. In exchange for Delta’s exclusivity until the earlier of the execution of a stock exchange agreement or June 30, 2014, the Company paid Delta $25,000. Delta was to use the $25,000 to become current with its public filings. Since the stock exchange transaction was not executed by June 30, 2014, the $25,000 that the Company provided to Delta reverted to a one year note with an interest rate at 8% per annum. The Company determined that since Delta lacked the financial resources to get current in its public filings, the collectability of the note was doubtful. Accordingly, the Company has not accrued any interest income on the note and has booked a 100% reserve against the note receivable.

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2015
Property and Equipment [Abstract]
Property and Equipment	Note 5 – Property and Equipment Property and equipment consisted of the following at December 31, 2015: December 31, Lives 2015 Equipment 5 years $ 23,044 Office equipment 7 years 3,724 Leasehold improvements 5 years 1,585 Less: accumulated depreciation (7,535 ) Property and equipment, net $ 20,818 Depreciation expense for the year ended December 31, 2015 and the period from March 21, 2014 (inception) through December 31, 2014 was $2,149 and $0, respectively.

Convertible note

Convertible note	12 Months Ended
	Dec. 31, 2015
Convertible notes [Abstract]
Convertible notes	Note 6 — Convertible notes Debt Offering (A) On September 2, 2015, the Company entered into an agreement for the issuance of a convertible note to a third party lender for $120,000. The note accrues interest at 12% per annum maturing on July 2, 2016. The notes are convertible into shares of common stock at a conversion price equal to approximately 58% of the average of the lowest 3 trading prices for the common stock during the 20 day trading period ending on the latest and complete trading day prior to the conversion. Debt Offering (B) Effective December 7, 2015, Grow Solutions Holdings, Inc. (the “Company”) closed a Credit Agreement (the “Credit Agreement”) by and among the Company, as borrower, Grow Solutions, Inc. and One Love Garden Supply LLC as joint and several guarantors (such guarantors, collectively, the “Subsidiaries” and together with the Company, the “Borrowers”) and TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership, as lender (“TCA”). Pursuant to the Credit Agreement, TCA agreed to loan the Company up to a maximum of $3,000,000 for the Company’s product division, construction and renovation of two stores, and inventory. An initial amount of $950,000 was funded by TCA at the closing of the Credit Agreement. Any increase in the amount extended to the Borrowers shall be at the discretion of TCA. The amounts borrowed pursuant to the Credit Agreement are evidenced by a Revolving Note (the “Revolving Note”) and the repayment of the Revolving Note is secured by a first position security interest in substantially all of the Company’s assets in favor of TCA, as evidenced by a Security Agreement by and between the Company and TCA (the “Company Security Agreement”) and a first position security interest in substantially all of the Subsidiaries’ assets in favor of TCA, as evidenced by a Security Agreement by and among the Subsidiaries and TCA (the “Subsidiaries Security Agreement” and, together with the Company Security Agreement, the “Security Agreements”). The Revolving Note is in the original principal amount of $950,000, is due and payable, along with interest thereon, on June 7, 2017 (the “Maturity Date”), and bears interest at the rate of 18% per annum, with the first four months of payments by the Company under the Revolving Note being interest only. Upon the occurrence of an Event of Default (as defined in the Credit Agreement) the interest rate shall increase to the Default Rate (as defined in the Credit Agreement). The payments under the Revolving Note are amortized over 18 months. Only upon the occurrence of an Event of Default or mutual agreement between TCA and the Company, at the sole option of TCA, TCA may convert all or any portion of the outstanding principal, accrued and unpaid interest, and any other sums due and payable under the Revolving Note into shares of the Company’s common stock at a conversion price equal to 85% of the lowest daily volume weighted average price of the Company’s common stock during the five trading days immediately prior to such applicable conversion date, in each case subject to TCA not being able to beneficially own more than 4.99% of the Company’s outstanding common stock upon any conversion. As further consideration for TCA entering into and structuring the Credit Agreement, the Company shall pay to TCA an advisory fee by issuing shares of restricted common stock of the Company (the “Advisory Fee Shares”) equal to $325,000 (the “Advisory Fee”). In the event that the Company pays TCA all of the outstanding obligations due under the Credit Agreement on or before June 7, 2016, the Advisory Fee shall be reduced to $292,500. Additionally, as long as there is (i) no Event of Default, (ii) no occurrence of any other event that would cause an Event of Default, and (iii) the Company makes timely Advisory Fee Payments (as defined below), TCA agrees that it will not sell any Advisory Fee Shares in the Principal Trading Market (as defined in the Credit Agreement) prior to the Maturity Date, in exchange for monthly cash payments by the Company beginning on July 4, 2016 and ending on the Maturity Date as set forth in the Credit Agreement, which shall be credited and applied towards the repayment of the Advisory Fee (the “Advisory Fee Payments”). In the event that TCA shall sell the Advisory Fee Shares, as long as there is no Event of Default, TCA shall not, during any given calendar week, sell Advisory Fee Shares in excess of 25% of the average weekly volume of the common stock of the Company on the Principal Trading Market over the immediately preceding calendar week. The Company booked the $325,000 as debt discount. The Company issued 2,167,933 shares of common stock to the creditor as compensation for financing costs of $325,000. The issuance of the 2,167,933 shares has been recorded at par value with a corresponding decrease to paid-in capital. Upon the sale of the shares by the creditor, the financing cost liability will be reduced by the amount of the proceeds with a corresponding increase to paid-in capital. The Company will still be liable for any shortfall from the proceeds realized by the creditor. The ultimate amount to be recorded in satisfaction of the debt will not exceed the balance of the financing cost recorded. Derivative Analysis Because the conversion feature included in the convertible note payable has full reset adjustments tied to future issuances of equity securities by the Company, it is subject to derivative liability treatment under Section 815-40-15 of the FASB Accounting Standard Codification (“Section 815-40-15”). Generally accepted accounting principles require that: a. Derivative financial instruments be recorded at their fair value on the date of issuance and then adjusted to fair value at each subsequent balance sheet date with any change in fair value reported in the statement of operations; and b. The classification of derivative financial instruments be reassessed as of each balance sheet date and, if appropriate, be reclassified as a result of events during the reporting period then ended. Upon issuance of the note, a debt discount was recorded and any difference in comparison to the face value of the note, representing the fair value of the conversion feature and the warrants in excess of the debt discount, was immediately charged to interest expense. The debt discount is amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the straight-line method which approximates the interest method. The amortization of debt discount is included as a component of interest expense in the consolidated statements of operations. There was unamortized debt discount of $961,237 as of December 31, 2015. The fair value of the embedded conversion feature was estimated using the Black-Scholes option-pricing model. See Note 6 for the estimates and assumptions used.

Derivative Liabilities

Derivative Liabilities	12 Months Ended
	Dec. 31, 2015
Derivative Liabilities [Abstract]
Derivative Liabilities	Note 7 — Derivative Liabilities In connection with the private placement transactions during the period ended December 31, 2015, the Company issued 4,955,000 warrants, to purchase common stock with an exercise price of $0.40 and a three year term. The Company identified certain put features embedded in the warrants that potentially could result in a net cash settlement in the event of a fundamental transaction, requiring the Company to classify the warrants as a derivative liability. In connection with the issuance of a convertible note as discussed above in Note 5, the Company evaluated the note agreement to determine if the agreement contained any embedded components that would qualify the agreement as a derivative. The Company identified certain put features embedded in the convertible note agreement that potentially could result in a net cash settlement in the event of a fundamental transaction, requiring the Company to classify the conversion feature as a derivative liability. Level 3 Financial Liabilities – Derivative convertible note and warrant liabilities The following are the major categories of assets and liabilities that were measured at fair value during the year ended December 31, 2015, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): Quoted Prices In Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at December 31, 2015 Embedded conversion feature $ - $ - $ 730,584 $ 730,584 Warrant liability - - 437,252 437,252 December 31, 2015 $ - $ - $ 1,167,836 $ 1,167,836 The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs during the year ended December 31, 2015. Warrant Liability Embedded Conversion Feature Total Balance - December 31, 2014 $ - $ - $ - Change in fair value of derivative liability 104,682 7,660 112,342 Issuance of derivative warrant liabilities 332,570 - 332,570 Included in debt discount - 722,924 722,924 Balance – December 31, 2015 $ 437,252 $ 730,584 $ 1,167,836 The fair value of the derivative feature of the convertible notes and warrants on the issuance dates and at the balance sheet date were calculated using an option model valued with the following weighted average assumptions: December 31, Risk free interest rate 0.49% - 1.06 % Dividend yield 0.00 % Expected volatility 113% - 115 % Remaining term 0.83 - 3.00 years Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar term on the date of the grant. Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future. Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the warrants’ expected term. Remaining term: The Company’s remaining term is based on the remaining contractual maturity of the warrants. During the year ended December 31, 2015, the Company marked the derivative feature of the warrants to fair value and recorded a loss of $112,342 relating to the change in fair value.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2015
Stockholders' Equity [Abstract]
Stockholders' Equity	Note 8 — Stockholders’ Equity Preferred Stock The Company is authorized to issue 25,000,000 shares of preferred stock, $.001 par value, with such rights, preferences, variations and such other designations for each class or series within a class as determined by the Board of Directors. The preferred stock is not convertible into common stock, does not contain any cumulative voting privileges, and does not have any preemptive rights. No shares of preferred stock have been issued. Common Stock The Company is authorized to issue 100,000,000 ordinary shares with a par value of $0.001 per share. On March, 21, 2014, the Company issued 43,005,000 shares of stock to its founding members for $0.001 per share for total cash consideration of $43,005. On August 11, 2014, the Company issued 1,000,000 shares of stock for legal services. The Company expensed $10,000 for the shares issued. In November 2014, the Company issued 2,250,000 shares of common stock to investors at $0.20 a unit in connection with the private placement of the Company’s stock. In addition, the investors received 2,250,000 three year warrants with an exercise price of $0.40. Each warrant is callable by the Company upon the Company’s common stock trading at $0.60 or higher for 20 consecutive days. During the year ended December 31, 2015, the Company issued 1,500,000 shares of common stock to 6 consultants for services rendered. The issuances were recorded at fair value ($0.20 per share) and the Company recognized $300,000 in stock based compensation charges. On August 3, 2015, the Company issued four members of the Board of Directors an aggregate of 600,000 shares of the Company’s common stock. The issuances were recorded at fair value ($0.20 per share) and the Company recognized $110,000 in stock based compensation charges. As discussed in Note 6, the Company issued 2,167,933 shares of common stock to TCA as compensation for financing costs of $325,000. The issuance of the 2,167,933 shares has been recorded at par value with a corresponding decrease to paid-in capital. Upon the sale of the shares by the creditor, the financing cost liability will be reduced by the amount of the proceeds with a corresponding increase to paid-in capital. The Company will still be liable for any shortfall from the proceeds realized by the creditor. The ultimate amount to be recorded in satisfaction of the debt will not exceed the balance of the financing cost recorded. The shares were issued in January 2016. Also during the period ended December 31, 2015, the Company completed a closing of a private placement offering (the “Offering”) of 2,705,000 Units, at a purchase price of $0.20 per Unit, each Unit consisting of 1 share of the Company’s common stock, and 1 stock purchase warrants. The warrants are exercisable at $0.40 per warrant into a share of the Company’s common stock and have a maturity of 3 years. The aggregate gross proceeds from the closing were $541,000 (the Company recorded $332,570 for the fair value of the warrants as a derivative liability see Note 7). As a result of the OneLove Acquisition and the Hygrow Acquisition, the Company issued 1,450,000 and 300,000 shares of common stock, respectively, to consummate the acquisitions. Warrants The following is a summary of the Company’s warrant activity during the period from March 21, 2014 to December 31, 2015: Warrants Weighted Outstanding – March 21, 2014 - $ - Granted 2,250,000 $ - Exercised - $ - Forfeited/Cancelled - $ - Outstanding – December 31, 2014 2,250,000 $ 0.40 Exercisable – December 31, 2014 2,250,000 $ 0.40 Granted 2,705,000 $ 0.40 Exercised - $ - Forfeited/Cancelled - $ - Outstanding – December 31, 2015 4,955,000 $ 0.40 Exercisable – December 31, 2015 4,955,000 $ 0.40 As of December 31, 2015 and 2014, the total intrinsic value of options outstanding and exercisable was $0.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2015
Related Party Transactions [Abstract]
Related Party Transactions	Note 9 — Related Party Transactions As per the Acquisition agreement, fully described in Note 1, the Company has paid $10,000 of the $50,000 cash flow note and as of December 31, 2015, the balance of the cash flow note is $40,000, payable to a related party.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2015
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 10 — Commitments and Contingencies Joint Marketing Agreement with Jasper Group Holdings, Inc. On June 29, 2015, the Company and Jasper Group Holdings, Inc. (“Jasper”), entered into a Joint Marketing Agreement (the “Joint Marketing Agreement”) to provide services related to website creation for a legal cannabis job posting platform. The website shall include an employee leasing program and allow employers, recruiters and potential employees to communicate through its platform for a fee. All potential employees will be screened with background checks by independent third parties and provided the necessary applications and related materials for individuals to become licensed in the legal cannabis industry on a state by state basis. In accordance with the terms of the Joint Marketing Agreement, Jasper shall invest all funds necessary to form the website. Pursuant to the Joint Marketing Agreement, the Company issued to Jasper 250,000 common shares upon execution, the shares were issued on July 22, 2015. Additionally, upon the transfer of ownership in the website from Jasper to the Company, the Company shall issue to Jasper an additional 500,000 shares of common stock of the Company. Proceeds derived from the Company’s website shall be divided as follows: (i) the Company shall retain 75% of the gross proceeds less any sales commissions to third parties collected by the Company for all business that is generated through the website (the “Net Fees”) and pay to Jasper a commission equal to 25% of the Net Fees with payments due within 15 days of the end of each quarter (ii) the Company shall grant to Jasper a warrant for the purchase of one share of common stock of the Company, with an exercise price of $0.75 per share, for every dollar of revenue that the Company earns from the website, up to a maximum of One Million Dollars ($1,000,000). The initial term of the Joint Marketing Agreement shall be for three (3) years and shall automatically renew for additional three year periods unless terminated by the Company with written notice at least 30 days prior to the expiration of the initial term, or any subsequent term. Operating Lease The Company assumed the OneLove lease for storefront property in Colorado, which in November 2012, OneLove extended to an additional three years to run from May 1, 2013 through April 30, 2016. The lease requires base annual rent of $60,000 and the Company’s pro-rata charges for operating expenses and taxes for the first year, with 3% increments thereafter. The Company assumed the Hygrow leases for the storefront properties in Boulder, Colorado and Pueblo, Colorado. The leases are on a month to month basis with monthly payments of $3,500 and $800, respectively. Rent expense totaled $84,460 and $0 for the year ended December 31, 2015 and 2014, respectively. Future minimum lease payments under these non-cancelable operating leases are approximately as follows: Year Ending December 31, 2016 $ 20,000 Litigation In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such matters as of December 31, 2015.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2015
Income Taxes [Abstract]
Income Taxes	Note 11 — Income Taxes As of December 31, 2015, the Company had net operating loss carry forwards of approximately $1,691,000 that may be available to reduce future years’ taxable income in varying amounts through 2035. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. The provision for Federal income tax consists of the following: December 31, 2015 December 31, 2014 Federal income tax benefit attributable to: Current Operations $ 1,565,297 $ 126,017 Less: valuation allowance (1,565,297 ) (126,017 ) Net provision for Federal income taxes $ - $ - The cumulative tax effect at the expected rate of 38.6% of significant items comprising our net deferred tax amount is as follows: December 31, 2015 December 31, 2014 Deferred tax asset attributable to: Net operating loss carryover $ 653,354 $ 48,680 Less: valuation allowance (653,354 ) (48,680 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $1,691,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	Note 12 — Subsequent Events The Company has evaluated all events that occurred after the balance sheet date through the date when the consolidated financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events, other than those mentioned elsewhere within this filing, to be disclosed.

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2015
Summary of Significant Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).
Fair value of financial instruments	Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, One Love Garden Supply LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of estimates and assumptions	Use of estimates and assumptions The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: (1) Fair value of long–lived assets: (2) Valuation allowance for deferred tax assets: (3) Estimates and assumptions used in valuation of equity instruments: (4) Estimates and assumptions used in valuation of derivative liability These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2015 and 2014, the Company had cash and cash equivalents of $814,663 and $452,275, respectively. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, the Company’s cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits.
Inventory	Inventory Inventory is stated at lower of cost or market using the first-in, first-out (FIFO) valuation method. Inventory was comprised of finished goods at December 31, 2015.
Debt Discount and Debt Issuance Costs	Debt Discount and Debt Issuance Costs Debt discounts and debt issuance costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense based on the related debt agreements using the straight-line method. Unamortized discounts are netted against long-term debt.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets, including property and equipment, when there are indications that the assets might be impaired. When evaluating assets for potential impairment, the Company compares the carrying value of the asset to its estimated undiscounted future cash flows. If an asset’s carrying value exceeds such estimated cash flows (undiscounted and with interest charges), the Company records an impairment charge for the difference.
Goodwill	Goodwill Goodwill represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The Company is required to perform impairment reviews at each of its reporting units annually and more frequently in certain circumstances. The Company performs the annual assessment on December 31. In accordance with ASC 350–20 “Goodwill”, the Company is able to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two–step goodwill impairment test. If the Company concludes that it is more likely than not that the fair value of a reporting unit is not less than its carrying amount it is not required to perform the two–step impairment test for that reporting unit.
Derivative Liability	Derivative Liability The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company utilizes an option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company records the change in the fair value of the derivative as other income or expense in the consolidated statements of operations.
Revenue Recognition	Revenue Recognition The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Equity-based compensation	Equity–based compensation The Company recognizes compensation expense for all equity–based payments in accordance with ASC 718 “Compensation – Stock Compensation". Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award. Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a five year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is benchmarked against similar companies in a similar industry over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. The expected forfeiture rate is estimated based on management’s best estimate. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the Company’s actual forfeiture rate is materially different from its estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period. The Company accounts for share–based payments granted to non–employees in accordance with ASC 505-40, “Equity Based Payments to Non–Employees”. The Company determines the fair value of the stock–based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. The fair value of the equity instruments is re-measured each reporting period over the requisite service period.
Loss Per Share	Loss Per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the year ended December 31, 2015 and the period March 21, 2014 (Inception) through December 31, 2014 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company had the following common stock equivalents at December 31, 2015 and 2014: December 31, December 31, Convertible notes payable 6,622,718 - Warrants 4,955,000 - Totals 11,577,718 -
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecoginition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on March 21, 2014, the evaluation was performed for the 2014 and 2015 tax years, which will be the only periods subject to examination upon filing of appropriate tax returns. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the year ended December 31, 2015. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.
Subsequent events	Subsequent events The Company has evaluated events that occurred subsequent to December 31, 2015 and through the date the financial statements were issued.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2015, the FASB issued Accounting Standards Update No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”). The new consolidation standard changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity ("VIE"), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. The guidance is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2015. Early adoption is allowed, including early adoption in an interim period. A reporting entity may apply a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or may apply the amendments retrospectively. The Company is currently assessing the impact, if any, of the adoption of this guidance on the consolidated financial statements. In March 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments is permitted for financial statements that have not been previously issued. The amendments should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The Company is currently evaluating the effects of ASU 2015-03 on the condensed consolidated financial statements. In July 2015, the FASB issued the FASB Accounting Standards Update No. 2015-11 “ Inventory (Topic 330) Simplifying the Measurement of Inventory” (“ASU 2015-11”). In January 2016, Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities

Organization and Operations (Ta

Organization and Operations (Tables)	12 Months Ended
	Dec. 31, 2015
Purchase Commitment, Excluding Long-term Commitment [Line Items]
Sshedule of fair value of net liabilities assumed and allocation	Purchase Consideration: Common stock at fair market value $ 290,000 Cash paid 200,000 Cash flow note assumed 50,000 Current liabilities assumed 226,624 Total Purchase Consideration $ 766,624 The fair value allocation is based on management’s estimates: Purchase Price Allocation Cash $ 9,961 Accounts receivable $ 13,363 Inventory $ 342,458 Property and equipment $ 932 Goodwill $ 399,910 Current liabilities $ (226,624 )
Purchase Commitment [Member]
Purchase Commitment, Excluding Long-term Commitment [Line Items]
Sshedule of fair value of net liabilities assumed and allocation	Purchase Consideration: Common stock at fair market value $ 60,000 Cash paid 5,200 Current liabilities assumed 47,918 Total Purchase Consideration $ 113,118 The fair value allocation is based on management’s estimates: Purchase Price Allocation Other assets $ 5,213 Goodwill $ 107,905 Current liabilities $ (47,918 )

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2015
Summary of Significant Accounting Policies [Abstract]
Common stock equivalents	December 31, December 31, Convertible notes payable 6,622,718 - Warrants 4,955,000 - Totals 11,577,718 -

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2015
Property and Equipment [Abstract]
Schedule of property and equipment	December 31, Lives 2015 Equipment 5 years $ 23,044 Office equipment 7 years 3,724 Leasehold improvements 5 years 1,585 Less: accumulated depreciation (7,535 ) Property and equipment, net $ 20,818

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	12 Months Ended
	Dec. 31, 2015
Derivative Liabilities [Abstract]
Summary of fair value on assets and liabilities measured at recurring basis	Quoted Prices In Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at December 31, 2015 Embedded conversion feature $ - $ - $ 730,584 $ 730,584 Warrant liability - - 437,252 437,252 December 31, 2015 $ - $ - $ 1,167,836 $ 1,167,836
Summary of the changes in fair value on a recurring basis using significant unobservable inputs	Warrant Liability Embedded Conversion Feature Total Balance - December 31, 2014 $ - $ - $ - Change in fair value of derivative liability 104,682 7,660 112,342 Issuance of derivative warrant liabilities 332,570 - 332,570 Included in debt discount - 722,924 722,924 Balance – December 31, 2015 $ 437,252 $ 730,584 $ 1,167,836
Schedule of fair value of the derivative feature calculated using an option model	December 31, Risk free interest rate 0.49% - 1.06 % Dividend yield 0.00 % Expected volatility 113% - 115 % Remaining term 0.83 - 3.00 years

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2015
Stockholders' Equity [Abstract]
Summary of the Company's warrant activity	Warrants Weighted Outstanding – March 21, 2014 - $ - Granted 2,250,000 $ - Exercised - $ - Forfeited/Cancelled - $ - Outstanding – December 31, 2014 2,250,000 $ 0.40 Exercisable – December 31, 2014 2,250,000 $ 0.40 Granted 2,705,000 $ 0.40 Exercised - $ - Forfeited/Cancelled - $ - Outstanding – December 31, 2015 4,955,000 $ 0.40 Exercisable – December 31, 2015 4,955,000 $ 0.40

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2015
Commitments and Contingencies [Abstract]
Schedule of future minimum lease payments under these non-cancelable operating leases	Year Ending December 31, 2016 $ 20,000

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2015
Income Taxes [Abstract]
Components of Federal income tax	December 31, 2015 December 31, 2014 Federal income tax benefit attributable to: Current Operations $ 1,565,297 $ 126,017 Less: valuation allowance (1,565,297 ) (126,017 ) Net provision for Federal income taxes $ - $ -
Components of Deferred tax asset	December 31, 2015 December 31, 2014 Deferred tax asset attributable to: Net operating loss carryover $ 653,354 $ 48,680 Less: valuation allowance (653,354 ) (48,680 ) Net deferred tax asset $ - $ -

Organization and Operations (De

Organization and Operations (Details)	Dec. 31, 2015USD ($)
Asset Purchase Agreement [Member]
Purchase Consideration:
Common stock at fair market value	$ 60,000
Cash paid	5,200
Cash flow note assumed	50,000
Current liabilities assumed	47,918
Total Purchase Consideration	113,118
Purchase Price Allocation
Other assets	5,213
Goodwill	107,905
Current liabilities	(47,918)
Grow Solutions [Member]
Purchase Consideration:
Common stock at fair market value	290,000
Cash paid	200,000
Cash flow note assumed	50,000
Current liabilities assumed	226,624
Total Purchase Consideration	766,624
Purchase Price Allocation
Cash	9,961
Accounts receivable	13,363
Inventory	342,458
Property and equipment	932
Goodwill	399,910
Current liabilities	$ (226,624)

Organization and Operations (28

Organization and Operations (Details Textual) - USD ($)	Sep. 23, 2015	Nov. 30, 2014	Dec. 31, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2015	Apr. 28, 2015
Organization and Operations (Textual)
Common stock issued			46,389,545	46,389,545	46,225,000	46,389,545
Net Income					$ (152,909)	$ (1,461,939)
Recognized net revenues				$ 217,144
Related party payment						$ 10,000
Private placement offering in units						2,705,000
Private placement offering, description						Also during the period ended December 31, 2015, the Company completed a closing of a private placement offering (the ''Offering'') of 2,705,000 Units, at a purchase price of $0.20 per Unit, each Unit consisting of 1 share of the Company's common stock, and 1 stock purchase warrants. The warrants are exercisable at $0.40 per warrant into a share of the Company's common stock and have a maturity of 3 years.
Net cash paid for business acquisition					$ 45,000	$ 193,906
Issuance of derivative warrants liabilities						332,570
Proceeds from issuance of warrant						$ 541,000
Common Stock [Member]
Organization and Operations (Textual)
Recapitalization, Shares						1,886,612
Net Income
Private placement offering in units		2,250,000
Grow Solutions [Member]
Organization and Operations (Textual)
Common stock issued			1,450,000	1,450,000		1,450,000
Cash			$ 200,000	$ 200,000		$ 200,000
Cash flow note assumed			50,000	$ 50,000		50,000
Net Income						$ 40,000
Business acquisition, description						The Company shall pay to the Members 33% of the Company's Net Income generated above the Net Income Threshold. The aforementioned obligations owed under the Cash Flow Note shall extinguish upon the earlier of (i) payment(s) by Company in an amount equal to $50,000 in the aggregate or (ii) May 5, 2016 (collectively, the Cash Flow Note, the Equity, and the Cash, the "Consideration").
Recognized net revenues						$ 2,523,595
Recognized income						162,072
Related party payment						$ 10,000
Grow Solutions [Member] | Common Stock [Member]
Organization and Operations (Textual)
Common stock issued							44,005,000
Hygrow [Member]
Organization and Operations (Textual)
Recognized net revenues			394,017
Recognized income			$ 101,213
Net cash paid for business acquisition	$ 5,200
Hygrow [Member] | Common Stock [Member]
Organization and Operations (Textual)
Common stock issued	300,000

Going Concern and Management'29

Going Concern and Management's Plan (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Going Concern and Managements Plan (Textual)
Working capital	$ 625,885
Accumulated deficit	$ (1,614,848)	$ (152,909)

Summary of Significant Accoun30

Summary of Significant Accounting Policies (Details) - shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Convertible notes payable and Warrants	11,577,718
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Convertible notes payable and Warrants	4,955,000
Convertible notes payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Convertible notes payable and Warrants	6,622,718

Summary of Significant Accoun31

Summary of Significant Accounting Policies (Details Textual) - USD ($)	Dec. 31, 2015	Dec. 31, 2014	Mar. 21, 2014
Summary of Significant Accounting Policies (Textual)
Federal depository insurance	$ 250,000
Cash and cash equivalents	$ 814,663	$ 452,275

Notes Receivable and Accrued 32

Notes Receivable and Accrued Interest (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Jun. 30, 2014
Notes Receivable and Accrued Interest (Textual)
Notes receivable, related parties		$ 25,000
Interest rate		8.00%
Note receivable reserve percentage	100.00%

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (7,535)
Property and equipment, net	$ 20,818
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	5 years
Property and equipment, gross	$ 23,044
Office equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	7 years
Property and equipment, gross	$ 3,724
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	5 years
Property and equipment, gross	$ 1,585

Property and Equipment (Detai34

Property and Equipment (Details Textual) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015
Property and Equipment (Textual)
Depreciation		$ 2,149

Convertible note (Details)

Convertible note (Details)	Dec. 07, 2015USD ($)shares	Sep. 02, 2015USD ($)	Dec. 31, 2015USD ($)
Convertible Note (Textual)
Unamortized debt discount			$ 961,237
Debt Offering (A) [Member]
Convertible Note (Textual)
Issuance of a convertible note		$ 120,000
Interest rate per annum		12.00%
Convertible debt maturity date		Jul. 2, 2016
Debt instrument description		The notes are convertible into shares of common stock at a conversion price equal to approximately 58% of the average of the lowest 3 trading prices for the common stock during the 20 day trading period ending on the latest and complete trading day prior to the conversion.
Debt Offering (B) [Member]
Convertible Note (Textual)
Interest rate per annum	18.00%
Convertible debt maturity date	Jun. 7, 2017
Debt instrument description	TCA not being able to beneficially own more than 4.99% of the Company's outstanding common stock upon any conversion.
Unamortized debt discount	$ 325,000
Loan maximum amount	3,000,000
Initial amount of debt	950,000
Revolving note original principal amount	950,000
Advisory fee reduced	292,500
Advisory fee under credit agreement	$ 325,000
Common stock to creditor | shares	2,167,933
Financing costs of common stock	Advisory Fee Shares in excess of 25% of the average weekly volume of the common stock of the Company on the Principal Trading Market over the immediately preceding calendar week.
Payments under revolving note amortized period	18 months
Common stock conversion price	85

Derivative Liabilities (Details

Derivative Liabilities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded conversion feature	$ 730,584
Warrant liability	437,252
Derivative liabilities	$ 1,167,836
Fair Value Measurement Using Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded conversion feature
Warrant liability
Derivative liabilities
Fair Value Measurement Using Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded conversion feature
Warrant liability
Derivative liabilities
Fair Value Measurement Using Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded conversion feature	$ 730,584
Warrant liability	437,252
Derivative liabilities	$ 1,167,836

Derivative Liabilities (Detai37

Derivative Liabilities (Details 1)	12 Months Ended
	Dec. 31, 2015USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning Balance
Change in fair value of derivative liability	$ 112,342
Issuance of derivative warrants liabilities	332,570
Included in debt discount	722,924
Ending Balance	$ 1,167,836
Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning Balance
Change in fair value of derivative liability	$ 104,682
Issuance of derivative warrants liabilities	$ 332,570
Included in debt discount
Ending Balance	$ 437,252
Embedded Conversion Feature [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning Balance
Change in fair value of derivative liability	$ 7,660
Issuance of derivative warrants liabilities
Included in debt discount	$ 722,924
Ending Balance	$ 730,584

Derivative Liabilities (Detai38

Derivative Liabilities (Details 2)	12 Months Ended
	Dec. 31, 2015
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Dividend yield	0.00%
Minimum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk free interest rate	0.49%
Expected volatility	113.00%
Remaining term	9 months 29 days
Maximum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk free interest rate	1.06%
Expected volatility	115.00%
Remaining term	3 years

Derivative Liabilities (Detai39

Derivative Liabilities (Details Textual)	12 Months Ended
	Dec. 31, 2015USD ($)$ / sharesshares
Derivative Liabilities (Textual)
Warrants to purchase of common shares | shares	4,955,000
Warrants exercise price | $ / shares	$ 0.40
Warrats term	3 years
Expected dividend yield	0.00%
Fair value of derivative warrants and recorded loss | $	$ 112,342

Stockholders' Equity (Details)

Stockholders' Equity (Details) - Warrants [Member] - $ / shares	9 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015
Summary of the Company's warrant activity
Outstanding warrants beginning period		2,250,000
Exercisable warrants beginning period		2,250,000
Granted	2,250,000	2,705,000
Exercised
Forfeited/Cancelled
Outstanding warrant ending period	2,250,000	4,955,000
Exercisable warrant ending period	2,250,000	4,955,000
Outstanding weighted average exercise price beginning period		$ 0.40
Exercisable weighted average exercise price beginning period		0.40
Granted, Weighted Average Exercise Price		$ 0.40
Exercised, Weighted Average Exercise Price
Forfeited/Cancelled, Exercised, Weighted Average Exercise Price
Outstanding weighted average exercise price beginning period	$ 0.40	$ 0.40
Exercisable weighted average exercise price ending period	$ 0.40	$ 0.40

Stockholders' Equity (Details T

Stockholders' Equity (Details Textual) - USD ($)	Dec. 07, 2015	Aug. 03, 2015	Nov. 30, 2014	Dec. 31, 2014	Dec. 31, 2015	Mar. 21, 2014
Stockholders' Equity (Textuals)
Preferred stock authorized				25,000,000	25,000,000
Preferred stock par value				$ 0.001	$ 0.001
Issuances of stock value				$ 10,000	$ 410,000
Private placement offering in units					2,705,000
Private placement offering, description					Also during the period ended December 31, 2015, the Company completed a closing of a private placement offering (the ''Offering'') of 2,705,000 Units, at a purchase price of $0.20 per Unit, each Unit consisting of 1 share of the Company's common stock, and 1 stock purchase warrants. The warrants are exercisable at $0.40 per warrant into a share of the Company's common stock and have a maturity of 3 years.
Proceeds from issuance of warrant					$ 541,000
Proceeds from issuance of derivative warrants liabilities					332,570
Intrinsic value of options outstanding					0
Intrinsic value of options exercisable					$ 0
Common stock authorized				100,000,000	100,000,000
Common stock par value				$ 0.001	$ 0.001
Common stock issued to founders				$ 43,005
Board of Directors Chairman [Member]
Stockholders' Equity (Textuals)
Preferred stock authorized					25,000,000
Preferred stock par value					$ 0.001
Hygrow [Member]
Stockholders' Equity (Textuals)
Common stock issued for acquisition					300,000
Onelove Acquisition [Member]
Stockholders' Equity (Textuals)
Common stock issued for acquisition					1,450,000
Warrants [Member]
Stockholders' Equity (Textuals)
Shares issued for services, price per share			$ 0.40
Private placement offering in units			2,250,000
Private placement offering, description			Each warrant is callable by the Company upon the Company's common stock trading at $0.60 or higher for 20 consecutive days.
Warrants exercisable price				$ 0.40	$ 0.40
Common Stock [Member]
Stockholders' Equity (Textuals)
Shares issued for services				1,000,000	4,217,933
Shares issued for services, price per share			$ 0.20		$ 0.20	$ 0.001
Issuances of stock value				$ 1,000	$ 4,218
Private placement offering in units			2,250,000
Common stock issued to founders, shares				43,005,000
Common stock issued to founders				$ 43,005
Advisory fee under credit agreement	$ 325,000
Common stock to creditor	2,167,933
Common Stock [Member] | Board of Directors Chairman [Member]
Stockholders' Equity (Textuals)
Shares issued for services		600,000
Shares issued for services, price per share		$ 0.20
Issuances of stock value		$ 110,000
Common Stock [Member] | Consultants [Member]
Stockholders' Equity (Textuals)
Shares issued for services					1,500,000
Shares issued for services, price per share					$ 0.20
Issuances of stock value					$ 300,000

Related Party Transactions (Det

Related Party Transactions (Details)	12 Months Ended
	Dec. 31, 2015USD ($)
Related Party Transactions (Textuals)
Cash flow note balance	$ 40,000
Related party payment	$ 10,000

Commitments and Contingencies43

Commitments and Contingencies (Details)	Dec. 31, 2015USD ($)
Year Ending December 31
2,016	$ 20,000

Commitments and Contingencies44

Commitments and Contingencies (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Commitments And Contingencies (Textual)
Operating expenses and taxes percentage increase	3.00%
Operating lease additional term	3 years
Annual rent expense	$ 60,000
Rent expense	$ 84,460
Boulder [Member]
Commitments And Contingencies (Textual)
Monthly rental payments on monthly basis		$ 3,500
Pueblo [Member]
Commitments And Contingencies (Textual)
Monthly rental payments on monthly basis		$ 800
Joint Marketing Agreement [Member]
Commitments And Contingencies (Textual)
Common shares issued	250,000
Additional common shares issued	500,000
Commitments and contingencies description	(i) the Company shall retain 75% of the gross proceeds less any sales commissions to third parties collected by the Company for all business that is generated through the website (the ''Net Fees'') and pay to Jasper a commission equal to 25% of the Net Fees with payments due within 15 days of the end of each quarter (ii) the Company shall grant to Jasper a warrant for the purchase of one share of common stock of the Company, with an exercise price of $0.75 per share, for every dollar of revenue that the Company earns from the website, up to a maximum of One Million Dollars ($1,000,000).
Warrants exercise price	$ 0.75
Agreement initial term	3 years

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Federal income tax benefit attributable to:
Current Operations	$ 1,565,297	$ 126,017
Less: valuation allowance	$ (1,565,297)	$ (126,017)
Net provision for Federal income taxes

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Deferred tax asset attributable to:
Net operating loss carryover	$ 653,354	$ 48,680
Less: valuation allowance	$ (653,354)	$ (48,680)
Net deferred tax asset

Income Taxes (Details Textual)

Income Taxes (Details Textual)	12 Months Ended
	Dec. 31, 2015USD ($)
Income tax (textual)
Net operating loss carry forwards	$ 1,691,000
Cumulative tax effect rate	38.60%
Taxable income in varying amounts during future	Dec. 31, 2035