GrowLife (PHOT) 10-Q 1 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 01, 2018
Document And Entity Information
Entity Registrant Name	GrowLife, Inc.
Entity Central Index Key	1,161,582
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		2,913,559,657
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2018	Dec. 31, 2017
CURRENT ASSETS:
Cash and cash equivalents	$ 608,710	$ 69,191
Inventory, net	533,990	465,678
Deposits	24,308	24,308
Total current assets	1,167,008	559,177
EQUIPMENT, NET	541,875	302,689
TOTAL ASSETS	1,708,883	861,866
CURRENT LIABILITIES:
Accounts payable - trade	1,049,243	821,398
Accrued expenses	12,946	133,988
Accrued expenses - related parties	42,832	37,776
Derivative liability	294,475	2,660,167
Current portion of convertible notes payable	1,588,122	3,015,021
Deferred revenue	103,491	10,000
Total current liabilities	3,091,109	6,678,350
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Preferred stock - $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding	0	0
Common stock - $0.0001 par value, 6,000,000,000 shares authorized, 2,913,559,657 and 2,367,634,022 shares issued and outstanding at 3/31/2018 and 12/31/2017, respectively	291,345	236,752
Additional paid in capital	132,299,609	123,678,069
Accumulated deficit	(133,973,180)	(129,731,305)
Total stockholders' deficit	(1,382,226)	(5,816,484)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 1,708,883	$ 861,866

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Authorized	10,000,000	10,000,000
Preferred Stock, Issued	0	0
Preferred Stock, Outstanding	0	0
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Authorized	6,000,000,000	6,000,000,000
Common Stock, Issued	2,913,559,657	2,367,634,022
Common Stock, Outstanding	2,913,559,657	2,367,634,022

CONSOLIDATED STATEMENT OF OPERA

CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
NET REVENUE	$ 708,936	$ 467,565
COST OF GOODS SOLD	632,517	452,082
GROSS PROFIT	76,419	15,483
GENERAL AND ADMINISTRATIVE EXPENSES	1,179,457	413,262
OPERATING LOSS	(1,103,038)	(397,779)
OTHER INCOME (EXPENSE):
Change in fair value of derivative	2,358,444	1,790,814
Interest expense, net	(388,304)	(202,784)
Loss on debt conversions	(5,108,977)	(1,367,400)
Total other (expense) income	(3,138,837)	220,630
(LOSS) BEFORE INCOME TAXES	(4,241,875)	(177,149)
Income taxes - current benefit	0	0
NET (LOSS)	$ (4,241,875)	$ (177,149)
Basic and diluted (loss) per share	$ 0	$ 0
Weighted average shares of common stock outstanding- basic and diluted	2,708,232,869	1,825,906,568

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (4,241,875)	$ (177,149)	$ (7,694,684)	$ (5,688,845)
Adjustments to reconcile net loss to net cash (used in) operating activities
Depreciation and amortization	10,814	1,890
Stock based compensation	54,648	48,583
Common stock issued for services	153,206	15,000
Amortization of debt discount	249,329	61,610
Change in fair value of derivative liability	(2,358,444)	(1,790,814)
Accrued interest on convertible notes payable	32,827	113,045
Loss on debt conversions	5,108,977	1,367,400
Changes in operating assets and liabilities:
Inventory	(68,312)	(41)
Accounts payable	245,845	(150,782)
Accrued expenses	(115,986)	(22,325)
Deferred revenue	93,491	(27,995)
CASH (USED IN) OPERATING ACTIVITIES	(835,480)	(561,578)	(2,082,493)	(1,212,192)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in purchased assets	(250,000)	0
NET CASH (USED IN) INVESTING ACTIVITIES	(250,000)	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash provided from Convertible Promissory Note with Chicago Venture Partners, L.P.	525,000	2,059,401
Share issuances to St. George Investments LLC	1,100,000	0
Cash payoff to TCA Global Credit Master Fund, LP	0	(1,515,901)
NET CASH PROVIDED BY FINANCING ACTIVITIES	1,625,000	543,500
NET INCREASE IN CASH AND CASH EQUIVALENTS	539,520	(18,078)
CASH AND CASH EQUIVALENTS, beginning of period	69,191	103,070	103,070
CASH AND CASH EQUIVALENTS, end of period	608,710	84,992	$ 69,191	$ 103,070
Supplemental disclosures of cash flow information:
Interest paid	0	0
Taxes paid	0	0
Non-cash investing and financing activities:
Shares issued for convertible note and interest conversion	2,468,590	1,544,044
Common shares issued for accounts payable	$ 18,000	$ 127,148

1. DESCRIPTION OF BUSINESS AND

1. DESCRIPTION OF BUSINESS AND ORGANIZATION	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS AND ORGANIZATION	The accompanying unaudited consolidated condensed financial statements have been prepared by GrowLife, Inc. (“us,” “we,” or “our”) in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of our management, all adjustments, consisting of only normal recurring accruals, necessary for a fair presentation of the financial position, results of operations, and cash flows for the fiscal periods presented have been included. These financial statements should be read in conjunction with the audited financial statements and related notes included in our Annual Report filed on Form 10-K for the year ended December 31, 2017. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results expected for the full fiscal year, or for any other fiscal period. GrowLife, Inc. (“GrowLife” or the “Company”) is incorporated under the laws of the State of Delaware and is headquartered in Kirkland, Washington. The Company was founded in 2012 with the Closing of the Agreement and Plan of Merger with SGT Merger Corporation. The Company’s goal of becoming the nation’s largest cultivation facility service provider for the production of organics, herbs and greens and plant-based medicines has not changed. The Company’s mission is to best serve more cultivators in the design, build-out, expansion and maintenance of their facilities with products of high quality, exceptional value and competitive price. Through a nationwide network of knowledgeable representatives, regional centers and its e-commerce website, GrowLife provides essential and hard-to-find goods including media (i.e., farming soil), industry-leading hydroponics equipment, organic plant nutrients, and thousands more products to specialty grow operations across the United States. The Company primarily sells through its wholly owned subsidiary, GrowLife Hydroponics, Inc. GrowLife companies distribute and sell over 15,000 products through its e-commerce distribution channel, GrowLifeEco.com, and through our regional retail storefronts. GrowLife and its business units are organized and directed to operate strictly in accordance with all applicable state and federal laws. On June 7, 2013, GrowLife Hydroponics completed the purchase of Rocky Mountain Hydroponics, LLC, a Colorado limited liability company (“RMC”), and Evergreen Garden Center, LLC, a Maine limited liability company (“EGC”). The effective date of the purchase was June 7, 2013. On October 3, 2017, the Company closed the acquisition of 51% of the Purchased Assets from David Reichwein, a Pennsylvania resident, GIP International Ltd, a Hong Kong corporation and DPR International LLC, a Pennsylvania limited liability corporation. The Purchased Assets include intellectual property, copy rights and trademarks related to reflective tiles and flooring. The Company did not acquire business, customer list or employees. The Company acquired its 51% interest in the Purchased Assets for $400,000. The Company funded equipment and rent of an office lease. On February 16, 2018, the Company purchased the remaining 49% of the Purchased Assets in exchange for a one-time payment of $250,000. As of December 31, 2017, the Company had recorded investment in purchased assets of $302,689. On October 17, 2017, the Company was informed by Alpine Securities Corporation (“Alpine”) that Alpine has demonstrated compliance with the Financial Industry Regulatory Authority (“FINRA”) Rule 6432 and Rule 15c2-11 under the Securities Exchange Act of 1934. As a result, Alpine may initiate an unpriced quotation for the Company’s common stock. The Company filed an application with the OTC Markets to list the Company’s common stock on the OTCQB. On March 20, 2018 the Company’s Common Stock began trading on the OTCQB.

2. GOING CONCERN

2. GOING CONCERN	3 Months Ended
	Mar. 31, 2018
Going Concern
GOING CONCERN	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. The Company incurred net losses of $4,241,875, $7,694,684 and $5,688,845 for the three months ended March 31, 2018 and the years ended December 31, 2017 and 2016, respectively. Our net cash used in operating activities was $835,480, $2,082,493 and $1,212,192 for the three months ended March 31, 2018 and the years ended December 31, 2017 and 2016, respectively. The Company anticipates that it will record losses from operations for the foreseeable future. As of March 31, 2018, the accumulated deficit was $133,973,180. The Company has experienced recurring operating losses and negative operating cash flows since inception, and has financed its working capital requirements during this period primarily through the recurring issuance of convertible notes payable and advances from a related party. The audit opinion prepared by our independent registered public accounting firm relating to our financial statements for the year ended December 31, 2017 and 2016 filed with the SEC on March 31, 2018 includes an explanatory paragraph expressing the substantial doubt about our ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

3. SIGNIFICANT ACCOUNTING POLIC

3. SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS	Basis of Presentation - Principles of Consolidation Cash and Cash Equivalents Accounts Receivable and Revenue - Inventories - Long Lived Assets Fair Value Measurements and Financial Instruments - Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The carrying value of cash, accounts receivable, investment in a related party, accounts payables, accrued expenses, due to related party, notes payable, and convertible notes approximates their fair values due to their short-term maturities. Derivative financial instruments - Sales Returns - Stock Based Compensation Net (Loss) Per Share - Dividend Policy Use of Estimates - Recent Accounting Pronouncements A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to the Company’s consolidated financial statements.

4. TRANSACTIONS WITH CANX USA,

4. TRANSACTIONS WITH CANX USA, LLC AND LOGIC WORKS LLC	3 Months Ended
	Mar. 31, 2018
Business Combinations [Abstract]
TRANSACTIONS WITH CANX USA, LLC AND LOGIC WORKS LLC	Transactions with CANX, LLC and Logic Works LLC On November 19, 2013, the Company entered into a Joint Venture Agreement with CANX, a Nevada limited liability company. Under the terms of the Joint Venture Agreement, the Company and CANX formed Organic Growth International, LLC (“OGI”), a Nevada limited liability company, for the purpose of expanding the Company’s operations in its current retail hydroponic businesses and in other synergistic business verticals and facilitating additional funding for commercially financeable transactions of up to $40,000,000. The Company initially owned a non-dilutive 45% share of OGI and the Company could acquire a controlling share of OGI as provided in the Joint Venture Agreement. In accordance with the Joint Venture Agreement, the Company and CANX entered into a Warrant Agreement whereby the Company delivered to CANX a warrant to purchase 140,000,000 shares of the Company common stock that is convertible at $0.033 per share, subject to adjustment as provided in the warrant. The five-year warrant expires November 18, 2018. Also, in accordance with the Joint Venture Agreement, on February 7, 2014 the Company issued an additional warrant to purchase 100,000,000 shares of our common stock that is convertible at $0.033 per share, subject to adjustment as provided in the warrant. The five-year warrant expires February 6, 2019. GrowLife received the $1 million as a convertible note in December 2013, received the $1.3 million commitment but not executed and by January 2014 OGI had Letters of Intent with four investment and acquisition transactions valued at $96 million. Before the deals could close, the SEC put a trading halt on our stock on April 10, 2014, which resulted in the withdrawal of all transactions. The business disruption from the trading halt and the resulting class action and derivative lawsuits ceased further investments with the OGI joint venture. The Convertible Note was converted into GrowLife, Inc. common stock as of the year ended December 31, 2016. On July 10, 2014, the Company closed a Waiver and Modification Agreement, Amended and Restated Joint Venture Agreement, Secured Credit Facility and Secured Convertible Note with CANX and Logic Works LLC, a lender and shareholder of the Company. The Amended and Restated Joint Venture Agreement with CANX modified the Joint Venture Agreement dated November 19, 2013 to provide for (i) up to $12,000,000 in conditional financing subject to review by GrowLife and approval by OGI for business growth development opportunities in the legal cannabis industry for up to nine months, subject to extension; (ii) up to $10,000,000 in working capital loans, with each loan requiring approval in advance by CANX; (iii) confirmed that the five year warrants, subject to adjustment, at $0.033 per share for the purchase of 140,000,000 and 100,000,000 were fully earned and were not considered compensation for tax purposes by the Company; (iv) granted CANX five year warrants, subject to adjustment, to purchase 300,000,000 shares of common stock at the fair market price of $0.033 per share as determined by an independent appraisal; (v) warrants as defined in the Agreement related to the achievement of OGI milestones; and (vi) a four year term, subject to adjustment. The Company entered into a Secured Convertible Note and Secured Credit Facility dated June 25, 2014 with Logic Works whereby Logic Works agreed to provide up to $500,000 in funding. Each funding required approval in advance by Logic Works, provided interest at 6% with a default interest of 24% per annum and requires repayment by June 26, 2016. The Note is convertible into common stock of the Company at the lesser of $0.0070 or (B) twenty percent (20%) of the average of the nine (3) lowest daily VWAPs occurring during the twenty (20) consecutive Trading Days immediately preceding the applicable conversion date on which Logic Works elects to convert all or part of this 6% Convertible Note, subject to adjustment as provided in the Note. The 6% Convertible Note is collateralized by the assets of the Company. OGI was incorporated on January 7, 2014 in the State of Nevada and had no business activities as of March 31, 2018.

5. INVENTORY

5. INVENTORY	3 Months Ended
	Mar. 31, 2018
Inventory Disclosure [Abstract]
INVENTORY	Inventory as of March 31, 2018 and December 31, 2017 consists of the following: March 31, December 31, 2018 2017 Raw materials $ 178,311 $ 110,000 Finished goods 375,679 375,678 Inventory reserve (20,000 ) (20,000 ) Total $ 533,990 $ 465,678 Finished goods inventory relates to product at the Company’s retail stores, which is product purchased from distributors, and in some cases directly from the manufacturer, and resold at our stores. The Company reviews its inventory on a periodic basis to identify products that are slow moving and/or obsolete, and if such products are identified, the Company records the appropriate inventory impairment charge at such time.

6. PROPERTY AND EQUIPMENT

6. PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2018
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	Property and equipment as of March 31, 2018 and December 31, 2017 consists of the following: March 31, December 31, 2018 2017 Machines and equipment $ 552,689 $ 365,861 Furniture and fixtures - 49,787 Computer equipment - 52,304 Leasehold improvements - 56,965 Total property and equipment 552,689 524,917 Less accumulated depreciation and amortization (10,814 ) (222,228 ) Net property and equipment $ 541,875 $ 302,689 Fixed assets, net of accumulated depreciation, were $541,875 and $302,689 as of March 31, 2018 and December 31, 2017, respectively. Accumulated depreciation was $10,814 and $222,228 as of March 31, 2018 and December 31, 2017, respectively. Total depreciation expense was $10,814 and $1,890 for the three months ended March 31, 2017 and 2016, respectively. All equipment is used for manufacturing, selling, general and administrative purposes and accordingly all depreciation is classified in cost of goods sold, selling, general and administrative expenses. The Company will begin depreciation on the purchased machine January 1, 2018 when significant operations begin. On October 3, 2017, the Company closed the acquisition of 51% of the Purchased Assets from David Reichwein, a Pennsylvania resident, GIP International Ltd, a Hong Kong corporation and DPR International LLC, a Pennsylvania limited liability corporation. The Purchased Assets include intellectual property, copy rights and trademarks related to reflective tiles and flooring. The Company did not acquire business, customer list or employees. The Company acquired its 51% interest in the Purchased Assets for $400,000. The Company funded equipment and rent of an office lease. On February 16, 2018, the Company purchased the remaining 49% of the Purchased Assets in exchange for a one-time payment of $250,000. As of March 31, 2018, the Company had recorded investment in purchased assets of $552,689. During the three months ended March 31, 2018, the Company retired fully depreciated assets of $222,228.

7. CONVERTIBLE NOTES PAYABLE, N

7. CONVERTIBLE NOTES PAYABLE, NET	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE, NET	Convertible notes payable as of March 31, 2018 consisted of the following: Balance Accrued Debt As of Principal Interest Discount March 31, 2018 10% OID Convertible Promissory Note with Chicago Venture Partners, L.P. $ 1,748,023 $ 115,059 $ (546,734 ) $ 1,316,348 7% Convertible note ($850,000) 270,787 987 - 271,774 $ 2,018,810 $ 116,046 $ (546,734 ) $ 1,588,122 Convertible notes payable as of December 31, 2017 consisted of the following: Balance Accrued Debt As of Principal Interest Discount December 31, 2017 6% Secured convertible note (2014) $ 39,251 $ 1,974 $ - $ 41,225 7% Convertible note ($850,000) 250,000 321,652 - 571,652 10% OID Convertible Promissory Note with Chicago Venture Partners, L.P. 2,980,199 120,492 (698,547 ) 2,402,144 $ 3,269,450 $ 444,118 $ (698,547 ) $ 3,015,021 6% Secured Convertible Note and Secured Credit Facility (2014) On March 13, 2018, the Company, received a Notice of Conversion from Logic Works LLC converting principal and interest of $41,690 owed under that a 6% Convertible Note into 16,445,609 shares of our common stock with a fair value of $248,329. As of March 13, 2018, the outstanding balance on the Convertible Note was $0. 7% Convertible Notes Payable As of December 31, 2017, the outstanding principal on this 7% convertible note was $250,000 and accrued interest was $321,652, which results in a total liability of $571,652. On February 12, 2018, the Company received a Notice of Conversion from Forglen LLC converting principal and interest of $321,945 owed under that certain 7% Convertible Note as amended June 19, 2014 into 127,000,000 shares of the Company’s common stock with a fair value of $2,235,200. On February 23, 2018, the Company, submitted a Notice of Prepayment to Forglen LLC to prepay the balance owed under that certain 7% Convertible Note as amended June 19, 2014. In response to the Prepay Notice, Forglen submitted a Notice of Conversion on March 8, 2018 to convert the entire balance of the Note and all accrued interest. Upon negotiations between Forglen and the Company, the parties entered into a Second Amendment to the Note, dated March 12, 2018. Pursuant to the Amendment, the Note’s maturity date has been extended to December 31, 2019, and interest on the Note shall accrue at 7% per annum, compounding on the maturity date. As consideration for the Amendment, the Company rescinded its Prepay Notice and Forglen rescinded its Conversion Notice. Additionally, after review of the Note and accrued interest, the Parties agreed that as of March 12, 2018, the outstanding balance on the Note was $270,787. As of March 31, 2018, the outstanding principal on this 7% convertible note was $270,787 and accrued interest was $987, which results in a total liability of $271,774. Funding from Chicago Venture Partners, L.P. (“Chicago Venture”) As of December 31, 2017, the outstanding principal balance due to Chicago Venture was $2,980,199, accrued interest was $120,492, net of the discount of $698,547, which results in a total amount of $2,402,144. As of March 31, 2018, the outstanding principal balance due to Chicago Venture is $1,748,023, accrued interest was $115,059, net of the discount of $546,734, which results in a total amount of $1,316,348. During the three months ended March 31, 2018, Chicago Venture converted principal and interest of $1,877,668 into 338,821,634 shares of our common stock at a per share conversion price of $0.0055 with a fair value of $5,073,390. The Company recognized $3,195,722 of loss on debt conversions during the three months ended March 31, 2018. The Company has $400,000 in available under this debt financing. During the three months ended March 31, 2018, the Company recorded an OID debt discount expense of $249,329 to interest expense related to the Chicago Venture financing.

8. DERIVATIVE LIABILITY

8. DERIVATIVE LIABILITY	3 Months Ended
	Mar. 31, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITY	In April 2008, the FASB issued a pronouncement that provides guidance on determining what types of instruments or embedded features in an instrument held by a reporting entity can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope exception in the pronouncement on accounting for derivatives. This pronouncement was effective for financial statements issued for fiscal years beginning after December 15, 2008. If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (BCF). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20. Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method. The debt is convertible at the lesser of 65% of the fair value of the Company’s common stock or $0.009 requiring the conversion feature to be bifurcated from the host debt contract and accounting for separately as a derivative, resulting in periodic revaluations. There was a derivative liability of $294,475 as of March 31, 2018. For the three months ended March 31, 2018, the Company recorded non-cash income of $2,358,444 related to the “change in fair value of derivative” expense related to the Chicago Venture financing. The income related to a decline in the share price and Chicago Venture converted principal and interest of $1,877,668 into 338,821,634 shares of our common stock during the three months ended March 31, 2018. Derivative liability as of March 31, 2018 was as follows: Carrying Fair Value Measurements Using Inputs Amount at Financial Instruments Level 1 Level 2 Level 3 March 31, 2018 Liabilities: Derivative Instruments $ - $ 294,475 $ - $ 294,475 Total $ - $ 294,475 $ - $ 294,475

9. RELATED PARTY TRANSACTIONS A

9. RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS	Related Party Transactions Since January 1, 2018, the Company engaged in the following reportable transactions with our directors, executive officers, holders of more than 5% of our voting securities, and affiliates or immediately family members of our directors, executive officers and holders of more than 5% of our voting securities. On February 7, 2018, the Company issued 7,660,274 shares to three directors. The shares were valued at the fair market price of $0.020 per share or $153,205. The shares were issued for annual director service to the Company. Certain Relationships Please see the transactions with CANX, LLC and Logic Works in Note 4, and Chicago Venture Partners, L.P. discussed in Note 7, 8 and 10.

10. EQUITY

10. EQUITY	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
EQUITY	Authorized Capital Stock The Company has authorized 6,010,000,000 shares of capital stock, of which 6,000,000,000 are shares of voting common stock, par value $0.0001 per share, and 10,000,000 are shares of preferred stock, par value $0.0001 per share. On October 24, 2017 the Company filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the authorized shares of common stock from 3,000,000,000 to 6,000,000,000 shares. Non-Voting Preferred Stock Under the terms of our articles of incorporation, the Company’s board of directors is authorized to issue shares of non-voting preferred stock in one or more series without stockholder approval. The Company’s board of directors has the discretion to determine the rights, preferences, privileges and restrictions, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of non-voting preferred stock. The purpose of authorizing the Company’s board of directors to issue non-voting preferred stock and determine the Company’s rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of non-voting preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. Other than the Series B and C Preferred Stock discussed below, there are no shares of non-voting preferred stock presently outstanding and we have no present plans to issue any shares of preferred stock. Common Stock Unless otherwise indicated, all of the following sales or issuances of Company securities were conducted under the exemption from registration as provided under Section 4(2) of the Securities Act of 1933 (and also qualified for exemption under 4(5), formerly 4(6) of the Securities Act of 1933, except as noted below). All of the shares issued were issued in transactions not involving a public offering, are considered to be restricted stock as defined in Rule 144 promulgated under the Securities Act of 1933 and stock certificates issued with respect thereto bear legends to that effect. The Company has compensated consultants and service providers with restricted common stock during the development of our business and when our capital resources were not adequate to provide payment in cash. Equity Issuances During the three months ended March 31, 2018, the Company had had the following sales of unregistered of equity securities to accredited investors unless otherwise indicated: On February 7, 2018, the Company issued 7,660,274 shares to three directors. The shares were valued at the fair market price of $0.020 per share or $153,205. The shares were issued for annual director service to the Company. On February 12, 2018, the Company received a Notice of Conversion from Forglen LLC converting principal and interest of $321,945 owed under that certain 7% Convertible Note as amended June 19, 2014 into 127,000,000 shares of the Company’s common stock with a fair value of $2,235,200. On February 16, 2018, the Company issued 900,000 shares of its common stock to a service provider pursuant to a conversion of debt totaling $18,000. The shares were valued at the fair market price of $0.020 per share. On March 13, 2018, the Company, received a Notice of Conversion from Logic Works LLC converting principal and interest of $41,690 owed under that a 6% Convertible Note into 16,445,609 shares of our common stock with a fair value of $248,329. As of March 13, 2018, the outstanding balance on the Convertible Note was $0. During the three months ended March 31, 2018, Chicago Venture converted principal and interest of $1,877,668 into 338,821,634 shares of our common stock at a per share conversion price of $0.0055 with a fair value of $5,073,390. Securities Purchase Agreements with St. George Investments, LLC On February 9, 2018, the Company executed the following agreements with St. George Investments LLC, a Utah limited liability company: (i) Securities Purchase Agreement; and (ii) Warrant to Purchase Shares of Common Stock. The Company entered into the St. George Agreements with the intent to acquire working capital to grow the Company’s businesses. Pursuant to the St. George Agreements, the Company agreed to sell and to issue to St. George for an aggregate purchase price of $1,000,000: (a) 48,687,862 Shares of newly issued restricted Common Stock of the Company; and (b) the Warrant. St. George has paid the entire Purchase Price for the Securities. The Warrant is exercisable for a period of five (5) years from the Closing, for the purchase of up to 48,687,862 shares of the Company’s Common Stock at an exercise price of $0.05 per share of Common Stock. The Warrant is subject to a cashless exercise option at the election of St. George and other adjustments as detailed in the Warrant. On March 20, 2018, the Company entered into and closed on a Common Stock Purchase Agreement with St. George Investments, LLC, a Utah limited liability company. Pursuant to the St. George Agreements, the Company sold and agreed to issue to St. George 6,410,256 shares of newly issued restricted Common Stock of the Company at a purchase price of $0.0156 per share. The Purchase Price was paid at Closing and the Shares shall be issued upon the satisfaction of the Share Delivery Conditions as set forth in the Agreement. The Shares purchased represents less than 0.3% of the Company’s current issued and outstanding common stock. The Company has $500,000 available from St. George. Warrants The Company did not issue any warrants during the three months ended March 31, 2018. A summary of the warrants issued as of March 31, 2018 is as follows: March 31, 2018 Weighted Average Exercise Shares Price Outstanding at beginning of period 595,000,000 $ 0.031 Issued - - Exercised - - Forfeited - - Expired - - Outstanding at end of period 595,000,000 $ 0.031 Exercisable at end of period 595,000,000 A summary of the status of the warrants outstanding as of March 31, 2018 is presented below: March 31, 2018 Weighted Weighted Weighted Average Average Average Number of Remaining Exercise Shares Exercise Warrants Life Price Exercisable Price 540,000,000 1.00 $ 0.033 540,000,000 $ 0.033 55,000,000 2.30 0.010 45,000,000 0.010 595,000,000 1.04 $ 0.031 585,000,000 $ 0.031 Warrants totaling 55 million shares of common stock had an intrinsic value of $301,500 as of March 31, 2018.

11. STOCK OPTIONS

11. STOCK OPTIONS	3 Months Ended
	Mar. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK OPTIONS	Description of Stock Option Plan On October 23, 2017, the Company’s Shareholders authorized a Stock Incentive Plan whereby a maximum of 100,000,000 shares of the Company’s common stock could be granted in the form of Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards. The Company has outstanding unexercised stock option grants totaling 56,000,000 shares as of December 31, 2017. The Company filed a registration statement on Form S-8 to register 100,000,000 shares of Company’s common stock related to the 2017 Stock Incentive Plan. Determining Fair Value under ASC 505 The Company records compensation expense associated with stock options and other equity-based compensation using the Black-Scholes-Merton option valuation model for estimating fair value of stock options granted under our plan. The Company amortizes the fair value of stock options on a ratable basis over the requisite service periods, which are generally the vesting periods. The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company estimates the volatility of our common stock based on the historical volatility of its own common stock over the most recent period corresponding with the estimated expected life of the award. The Company bases the risk-free interest rate used in the Black Scholes-Merton option valuation model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. The Company has not paid any cash dividends on our common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes-Merton option valuation model and adjusts share-based compensation for changes to the estimate of expected equity award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate is recognized in the period the forfeiture estimate is changed. Stock Option Activity During the three months ended March 31, 2018, the Company had the following stock option activity: On February 23, 2018, an employee was granted an option to purchase 2,000,000 shares of common stock at an exercise price of $0.020 per share. The stock option grant vests quarterly over two years and is exercisable for 5 years. The stock option grant was valued at $40,000. On February 23, 2018, an employee was granted an option to purchase 1,000,000 shares of common stock at an exercise price of $0.020 per share. The stock option grant vests quarterly over one year and is exercisable for 5 years. The stock option grant was valued at $20,000. As of December 31, 2017, there are 59,000,000 options to purchase common stock at an average exercise price of $0.008 per share outstanding under the 2017 Stock Incentive Plan. The Company recorded $5,898 and $7,541 of compensation expense, net of related tax effects, relative to stock options for the three months ended March 31, 2018 and 2017 in accordance with ASC 505. Net loss per share (basic and diluted) associated with this expense was approximately ($0.00). As of March 31, 2018, there is $77,755 of total unrecognized costs related to employee granted stock options that are not vested. These costs are expected to be recognized over a period of approximately 3.87 years. Stock option activity for the three months ended March 31, 2018 and the years ended December 31, 2017 and 2016 is as follows: Weighted Average Options Exercise Price $ Outstanding as of December 31, 2015 29,020,000 $ 0.03 $ 811,000 Granted - - - Exercised - - - Forfeitures (17,010,000 ) (0.041 ) (690,500 ) Outstanding as of December 31, 2016 12,010,000 0.01 120,500 Granted 44,000,000 0.006 280,000 Exercised - - - Forfeitures (10,000 ) (0.050 ) (500 ) Outstanding as of December 31, 2017 56,000,000 0.007 400,000 Granted 3,000,000 0.020 60,000 Exercised - - - Forfeitures - - - Outstanding as of March 31, 2018 59,000,000 $ 0.008 $ 460,000 The following table summarizes information about stock options outstanding and exercisable as of March 31, 2018: Weighted Weighted Weighted Average Average Average Range of Number Remaining Life Exercise Price Number Exercise Price Exercise Prices Outstanding In Years Exercisable Exercisable Exercisable $ 0.006 32,000,000 4.50 $ 0.006 13,666,667 $ 0.006 0.007 10,000,000 4.50 0.007 1,666,666 0.007 0.009 2,000,000 2.25 0.009 500,000 0.009 0.010 12,000,000 1.63 0.010 12,000,000 0.010 0.020 3,000,000 5.00 0.020 - 59,000,000 3.87 $ 0.008 27,833,333 $ 0.008 Stock option grants totaling 56,000,000 shares of common stock had an intrinsic value of $246,650 as of March 31, 2018.

12. COMMITMENTS, CONTINGENCIES

12. COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS	Legal Proceedings From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and may be adjusted from time to time according to developments. Sales, Payroll and Other Tax Liabilities On March 12, 2017, the Company entered into an Installment Agreement with the City of Boulder, Colorado. This Agreement requires the Company to pay $5,000 per month over the next twenty four months or $119,217 for unpaid sales taxes. As of March 31, 2018, we owe $114,217 in sales tax to the City of Boulder, CO. Other Legal Proceedings We may be sued for non-payment of lease payments at closed stores. We may be subject to legal actions with various vendors. Operating Leases On December 7, 2016, the Company entered into entered into a Consent to Judgement and Settlement Agreement related to its retail hydroponics store located in Portland, Maine. This Agreement provides for a monthly lease payment of $5,373 through May 1, 2020. We also agreed to a repayment schedule for past due rent and owe $54,010 as of December 31, 2017. We are past due on the repayment schedule by $54,010 as of March 31, 2018. We do not have an option to extend the lease after May 1, 2020. On May 31, 2017, the Company rented space at 5400 Carillon Point, Kirkland, Washington 98033 for $623 per month for our corporate office and use of space in the Regus network, including California. Our agreement expires May 31, 2018 and is expected to be renewed. On October 1, 2017, GrowLife Hydroponics, Inc. entered into a lease in Calgary, Canada. The monthly lease is approximately $1,997. The lease expires September 30, 2022. On December 19, 2017, GrowLife Innovations, Inc. entered into a lease in Grand Prairie, Texas dated October 9, 2017, for the manufacturing and distribution of its flooring products. The monthly lease is approximately $15,000. The lease expires December 15, 2018 and can be renewed. The aggregate future minimum lease payments under operating leases, to the extent the leases have early cancellation options and excluding escalation charges, are as follows: Years Ended March 31, Total 2019 $ 278,683 2020 169,242 2021 58,422 2022 - 2023 - Beyond - Total $ 506,347 Employment and Consulting Agreements First Addendum to Agreements with David Reichwein On February 16, 2018, the Company entered into an Addendum to amend the terms between the Company and David Reichwein. Pursuant to the First Addendum, the Company purchased the remaining 49% of the Purchased Assets in exchange for a one-time payment of $250,000 and the cancellation of Reichwein’s right to receive a 10% commission on certain sales of Free Fit products as was set forth in Reichwein’s employment agreement. In exchange for the cancellation of the commission in the employment agreement, Reichwein was granted the opportunity to earn up to two $100,000 cash bonuses and an aggregate common stock bonus of up to 7,500,000 shares if certain revenue and gross margin goals are met in 2018. Consulting Agreement with an Entity Controlled by Michael E. Fasci On March 20, 2018, the Company terminated a Consulting Agreement dated October 21, 2016 with an entity controlled by Michael E. Fasci. Mr. Fasci agreed to provide services related to lender management, financing and acquisitions.

13. SUBSEQUENT EVENTS

13. SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	The Company evaluates subsequent events, for the purpose of adjustment or disclosure, up through the date the financial statements are available. There are no material events subsequent to March 31, 2018.

3. SIGNIFICANT ACCOUNTING POL19

3. SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS (Policies)	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation -
Principles of Consolidation	Principles of Consolidation
Cash and Cash Equivalents	Cash and Cash Equivalents
Accounts Receivable and Revenue	Accounts Receivable and Revenue -
Inventories	Inventories -
Long Lived Assets	Long Lived Assets
Fair Value Measurements and Financial Instruments	Fair Value Measurements and Financial Instruments - Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The carrying value of cash, accounts receivable, investment in a related party, accounts payables, accrued expenses, due to related party, notes payable, and convertible notes approximates their fair values due to their short-term maturities.
Derivative financial instruments	Derivative financial instruments -
Sales Returns	Sales Returns -
Stock Based Compensation	Stock Based Compensation
Net (Loss) Per Share	Net (Loss) Per Share -
Dividend Policy	Dividend Policy
Use of Estimates	Use of Estimates -
Recent Accounting Pronouncements	Recent Accounting Pronouncements A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to the Company’s consolidated financial statements.

5. INVENTORY (Tables)

5. INVENTORY (Tables)	3 Months Ended
	Mar. 31, 2018
Inventory Disclosure [Abstract]
Inventory	March 31, December 31, 2018 2017 Raw materials $ 178,311 $ 110,000 Finished goods 375,679 375,678 Inventory reserve (20,000 ) (20,000 ) Total $ 533,990 $ 465,678

6. PROPERTY AND EQUIPMENT (Tabl

6. PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2018
Property, Plant and Equipment [Abstract]
Summary of property and equipment	March 31, December 31, 2018 2017 Machines and equipment $ 552,689 $ 365,861 Furniture and fixtures - 49,787 Computer equipment - 52,304 Leasehold improvements - 56,965 Total property and equipment 552,689 524,917 Less accumulated depreciation and amortization (10,814 ) (222,228 ) Net property and equipment $ 541,875 $ 302,689

7. CONVERTIBLE NOTES PAYABLE,22

7. CONVERTIBLE NOTES PAYABLE, NET (Tables)	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Convertible notes summarized	Balance Accrued Debt As of Principal Interest Discount March 31, 2018 10% OID Convertible Promissory Note with Chicago Venture Partners, L.P. $ 1,748,023 $ 115,059 $ (546,734 ) $ 1,316,348 7% Convertible note ($850,000) 270,787 987 - 271,774 $ 2,018,810 $ 116,046 $ (546,734 ) $ 1,588,122 Balance Accrued Debt As of Principal Interest Discount December 31, 2017 6% Secured convertible note (2014) $ 39,251 $ 1,974 $ - $ 41,225 7% Convertible note ($850,000) 250,000 321,652 - 571,652 10% OID Convertible Promissory Note with Chicago Venture Partners, L.P. 2,980,199 120,492 (698,547 ) 2,402,144 $ 3,269,450 $ 444,118 $ (698,547 ) $ 3,015,021

8. DERIVATIVE LIABILITY (Tables

8. DERIVATIVE LIABILITY (Tables)	3 Months Ended
	Mar. 31, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Fair value of financial instruments	Carrying Fair Value Measurements Using Inputs Amount at Financial Instruments Level 1 Level 2 Level 3 March 31, 2018 Liabilities: Derivative Instruments $ - $ 294,475 $ - $ 294,475 Total $ - $ 294,475 $ - $ 294,475

10. EQUITY (Tables)

10. EQUITY (Tables)	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Warrants	March 31, 2018 Weighted Average Exercise Shares Price Outstanding at beginning of period 595,000,000 $ 0.031 Issued - - Exercised - - Forfeited - - Expired - - Outstanding at end of period 595,000,000 $ 0.031 Exercisable at end of period 595,000,000 March 31, 2018 Weighted Weighted Weighted Average Average Average Number of Remaining Exercise Shares Exercise Warrants Life Price Exercisable Price 540,000,000 1.00 $ 0.033 540,000,000 $ 0.033 55,000,000 2.30 0.010 45,000,000 0.010 595,000,000 1.04 $ 0.031 585,000,000 $ 0.031

11. STOCK OPTIONS (Tables)

11. STOCK OPTIONS (Tables)	3 Months Ended
	Mar. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock options	Weighted Average Options Exercise Price $ Outstanding as of December 31, 2015 29,020,000 $ 0.03 $ 811,000 Granted - - - Exercised - - - Forfeitures (17,010,000 ) (0.041 ) (690,500 ) Outstanding as of December 31, 2016 12,010,000 0.01 120,500 Granted 44,000,000 0.006 280,000 Exercised - - - Forfeitures (10,000 ) (0.050 ) (500 ) Outstanding as of December 31, 2017 56,000,000 0.007 400,000 Granted 3,000,000 0.020 60,000 Exercised - - - Forfeitures - - - Outstanding as of March 31, 2018 59,000,000 $ 0.008 $ 460,000 Weighted Weighted Weighted Average Average Average Range of Number Remaining Life Exercise Price Number Exercise Price Exercise Prices Outstanding In Years Exercisable Exercisable Exercisable $ 0.006 32,000,000 4.50 $ 0.006 13,666,667 $ 0.006 0.007 10,000,000 4.50 0.007 1,666,666 0.007 0.009 2,000,000 2.25 0.009 500,000 0.009 0.010 12,000,000 1.63 0.010 12,000,000 0.010 0.020 3,000,000 5.00 0.020 - 59,000,000 3.87 $ 0.008 27,833,333 $ 0.008

12. COMMITMENTS, CONTINGENCIE26

12. COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS (Tables)	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum rental payments	Years Ended March 31, Total 2019 $ 278,683 2020 169,242 2021 58,422 2022 - 2023 - Beyond - Total $ 506,347

2. GOING CONCERN (Details Narra

2. GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Going Concern
Net loss	$ (4,241,875)	$ (177,149)	$ (7,694,684)	$ (5,688,845)
Net cash used in operating activities	(835,480)	$ (561,578)	(2,082,493)	$ (1,212,192)
Accumulated deficit	$ (133,973,180)		$ (129,731,305)

3. SIGNIFICANT ACCOUNTING POL28

3. SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS (Details Narrative) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Cash in excess of FDIC	$ 395,000
Inventory reserve	$ 20,000	$ 20,000

5. INVENTORY (Details)

5. INVENTORY (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Raw materials	$ 178,311	$ 110,000
Finished goods	375,679	375,678
Inventory reserve	(20,000)	(20,000)
Total	$ 533,990	$ 465,678

6. PROPERTY AND EQUIPMENT (Deta

6. PROPERTY AND EQUIPMENT (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Machines and equipment	$ 552,689	$ 365,861
Furniture and fixtures	0	49,787
Computer equipment	0	52,304
Leasehold improvements	0	56,965
Total property and equipment	552,689	524,917
Less accumulated depreciation and amortization	(10,814)	(222,228)
Net property and equipment	$ 541,875	$ 302,689

6. PROPERTY AND EQUIPMENT (De31

6. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Property And Equipment Details Narrative
Fixed assets, net of accumulated depreciation	$ 541,875		$ 302,689
Accumulated depreciation	(10,814)		$ (222,228)
Depreciation expense	$ 10,814	$ 1,890

7. CONVERTIBLE NOTES PAYABLE (D

7. CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Principal	$ 2,018,810	$ 3,269,450
Accrued Interest	116,046	444,118
Debt Discount	(546,734)	(698,547)
Convertible notes payable	1,588,122	3,015,021
7% Convertible notes ($850,000)
Principal	270,787	250,000
Accrued Interest	987	321,652
Debt Discount	0	0
Convertible notes payable	271,774	571,652
10% OID Convertible Promissory Note with Chicago Venture Partners, L.P.
Principal	1,748,023	2,980,119
Accrued Interest	115,059	120,492
Debt Discount	(546,734)	(698,547)
Convertible notes payable	$ 1,316,348	2,402,144
6% Senior secured convertible notes (2012)
Principal		39,251
Accrued Interest		1,974
Debt Discount		0
Convertible notes payable		$ 41,225

8. DERIVATIVE LIABILITY (Detail

8. DERIVATIVE LIABILITY (Details)	Mar. 31, 2018USD ($)
Derivative liability
Derivative instruments	$ 294,475
Total	294,475
Level 1
Derivative liability
Derivative instruments	0
Total	0
Level 2
Derivative liability
Derivative instruments	294,475
Total	294,475
Level 3
Derivative liability
Derivative instruments	0
Total	$ 0

10. EQUITY (Details)

10. EQUITY (Details) - Warrant [Member]	3 Months Ended
	Mar. 31, 2018$ / sharesshares
Shares
Outstanding, beginning of period	595,000,000
Issued	0
Exercised	0
Forfeited	0
Expired	0
Outstanding, end of period	595,000,000
Exercisable, end of period	585,000,000
Weighted Average Exercise Price
Outstanding, beginning of period | $ / shares	$ .031
Issued | $ / shares	.000
Exercised | $ / shares	0
Forfeited | $ / shares	0
Expired | $ / shares	0
Outstanding, end of period | $ / shares	$ 0.031

10. EQUITY (Details 1)

10. EQUITY (Details 1) - $ / shares	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Weighted average remaining life	3 years 10 months 13 days
Warrant 1 [Member]
Shares outstanding	540,000,000
Weighted average remaining life	1 year
Weighted average exercise price outstanding	$ .033
Shares exercisable	540,000,000
Weighted average exercise price exercisable	$ .033
Warrant 2 [Member]
Shares outstanding	55,000,000
Weighted average remaining life	2 years 3 months 18 days
Weighted average exercise price outstanding	$ .010
Shares exercisable	45,000,000
Weighted average exercise price exercisable	$ .010
Warrant [Member]
Shares outstanding	595,000,000	595,000,000
Weighted average remaining life	1 year 14 days
Weighted average exercise price outstanding	$ 0.031	$ .031
Shares exercisable	585,000,000
Weighted average exercise price exercisable	$ .031

10. EQUITY (Details Narrative)

10. EQUITY (Details Narrative)	Mar. 31, 2018USD ($)
Warrant [Member]
Warrant intrinsic value	$ 301,500

11. STOCK OPTIONS (Details)

11. STOCK OPTIONS (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Aggregate Intrinsic Value
Outstanding, end of period	$ 246,650
Stock Options
Shares
Outstanding, beginning of period	56,000,000	12,010,000	29,020,000
Granted	3,000,000	44,000,000	0
Exercised	0	0	0
Forfeitures	0	(10,000)	(17,010,000)
Outstanding, end of period	59,000,000	56,000,000	12,010,000
Weighted Average Exercise Price
Outstanding, beginning of period	$ .007	$ 0.010	$ .030
Granted	.020	.006	.000
Exercised	(.000)	(.000)	(.000)
Forfeitures	(.000)	(.050)	(.041)
Outstanding, end of period	$ .008	$ .007	$ 0.010
Aggregate Intrinsic Value
Outstanding, beginning of period	$ 400,000	$ 120,500	$ 811,000
Granted	$ 60,000	$ 280,000	$ 0
Exercised	$ 0	$ 0	$ 0
Forfeitures	$ 0	$ (500)	$ (690,500)
Outstanding, end of period	$ 460,000	$ 400,000	$ 120,500

11. STOCK OPTIONS (Details 1)

11. STOCK OPTIONS (Details 1) - $ / shares	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Weighted average remaining life in years	3 years 10 months 13 days
Price 0.006
Outstanding	32,000,000
Weighted average remaining life in years	4 years 6 months
Weighted average exercise price outstanding	$ .006
Exerciseable	13,666,667
Weighted average exercise price exercisable	$ .006
Price 0.007
Outstanding	10,000,000
Weighted average remaining life in years	4 years 6 months
Weighted average exercise price outstanding	$ .007
Exerciseable	1,666,666
Weighted average exercise price exercisable	$ .007
Price 0.009
Outstanding	2,000,000
Weighted average remaining life in years	2 years 3 months
Weighted average exercise price outstanding	$ .009
Exerciseable	500,000
Weighted average exercise price exercisable	$ .009
Price 0.010
Outstanding	12,000,000
Weighted average remaining life in years	1 year 7 months 17 days
Weighted average exercise price outstanding	$ .010
Exerciseable	12,000,000
Weighted average exercise price exercisable	$ .010
Price 0.020
Outstanding	3,000,000
Weighted average remaining life in years	5 years
Weighted average exercise price outstanding	$ .020
Exerciseable	0
Weighted average exercise price exercisable	$ .020
Stock Options
Outstanding	59,000,000	56,000,000	12,010,000	29,020,000
Weighted average remaining life in years	3 years 10 months 13 days
Weighted average exercise price outstanding	$ .008	$ .007	$ 0.010	$ .030
Exerciseable	27,833,333
Weighted average exercise price exercisable	$ .008

11. STOCK OPTIONS (Details Narr

11. STOCK OPTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Total unrecognized costs related to employee granted stock options	$ 77,755
Weighted average remaining life in years	3 years 10 months 13 days
Intrinsic value	$ 246,650
2017 Stock Incentive Plan
Options to purchase common stock			59,000,000
Options to purchase common stock exercise price			$ 0.008
Compensation expense related to Stock Incentive Plan	$ 5,898	$ 7,541

12. COMMITMENTS, CONTINGENCIE40

12. COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS (Details)	Mar. 31, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,019	$ 278,683
2,020	169,242
2,021	58,422
2,022	0
2,023	0
Beyond	0
Total	$ 506,347