GrowLife (PHOT) 10-Q 12 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 12, 2019
Document And Entity Information
Entity Registrant Name	GrowLife, Inc.
Entity Central Index Key	0001161582
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		3,858,188,075
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2019	Dec. 31, 2018
CURRENT ASSETS:
Cash and cash equivalents	$ 201,072	$ 2,334,377
Accounts receivable - trade, net of allowance for doubtful accounts of $5,690 as of 9/30/2019 and 12/31/2018	451,829	42,254
Inventory, net	705,682	792,664
Prepaid costs	40,877	3,418
Deposits	43,416	51,916
Current portion of right of use asset	153,756	0
Total current assets	1,596,632	3,224,629
PROPERTY AND EQUIPMENT, NET	180,989	712,866
INTANGIBLE ASSETS	2,424,682	3,280,453
NON-CURRENT PORTION OF RIGHT OF USE ASSET	423,205	0
TOTAL ASSETS	4,625,508	7,217,948
CURRENT LIABILITIES:
Accounts payable - trade	1,390,381	1,054,371
Accrued expenses	417,135	261,954
Accrued expenses - related parties	24,793	73,585
Derivative liability	1,434,074	1,795,473
Convertible notes payable	3,262,710	3,404,133
Notes payable - related parties	104,144	100,020
Capital lease payable	1,241	8,534
Deferred revenue	0	89,504
Current portion of right of use liability	140,772	0
Total current liabilities	6,775,250	6,787,574
NON-CURRENT PORTION OF RIGHT OF USE LIABILITY	445,927	0
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, 3,858,188,075 and 3,437,599,095 shares issued and outstanding at 9/30/2019 and 12/31/2018, respectively	385,807	343,749
Additional paid in capital	142,374,422	139,331,067
Accumulated deficit	(147,198,605)	(141,176,087)
Total stockholders' deficit	(4,438,376)	(1,501,271)
NON CONTROLLING INTEREST IN EZ-CLONE ENTERPRISES, INC.	1,842,707	1,931,645
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 4,625,508	$ 7,217,948

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 5,690	$ 5,690
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	3,858,188,075	3,437,599,095
Common Stock, Outstanding	3,858,188,075	3,437,599,095

CONSOLIDATED STATEMENT OF OPERA

CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
NET REVENUE	$ 2,298,792	$ 953,949	$ 6,743,804	$ 2,871,300
COST OF GOODS SOLD	1,552,892	898,962	4,551,223	2,628,413
GROSS PROFIT	745,900	54,987	2,192,581	242,887
GENERAL AND ADMINISTRATIVE EXPENSES	1,810,190	1,116,724	5,992,915	3,220,994
RESTRUCTURING EXPENSE - FLOORING DIVISION	305,895	0	305,895	0
RESTRUCTURING EXPENSE - RETAIL STORES AND ONLINE SALES	250,000	0	250,000	0
OPERATING LOSS	(1,620,185)	(1,061,737)	(4,356,229)	(2,978,107)
OTHER INCOME (EXPENSE):
Change in fair value of derivative	(147,331)	(120,286)	361,179	1,534,812
Interest expense, net	(182,323)	(365,859)	(409,666)	(1,075,092)
Impairment of acquired assets	0	(60,000)	0	(60,000)
Loss on debt conversions	(132,131)	(645,483)	(1,706,740)	(5,999,009)
Total other expense, net	(461,785)	(1,191,628)	(1,755,227)	(5,599,289)
LOSS BEFORE INCOME TAXES	(2,081,970)	(2,253,365)	(6,111,456)	(8,577,396)
Income taxes - current benefit	0	0	0	0
NET LOSS	(2,081,970)	(2,253,365)	(6,111,456)	(8,577,396)
Net loss attributable to noncontrolling interest in EZ-Clone Enterprises, Inc.	82,219	0	88,938	0
NET LOSS ATTRIBUTABLE TO GROWLIFE, INC. AND SUBSIDIARIES	$ (1,999,751)	$ (2,253,365)	$ (6,022,518)	$ (8,577,396)
Basic and diluted loss per share	$ 0	$ 0	$ 0	$ 0
Weighted average shares of common stock outstanding- basic and diluted	3,811,207,769	2,996,701,771	3,699,619,210	2,882,328,973

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Series C Convertible Preferred Stock	Common Stock	Unrealized Gain on Investment in Related Party	Additional Paid-In Capital	Accumulated Deficit	Total
Begining balance, shares at Dec. 31, 2017	0	2,367,634,022
Begining balance, amount at Dec. 31, 2017	$ 0	$ 236,752	$ 0	$ 123,678,069	$ (129,731,305)	$ (5,816,484)
Stock based compensation for stock options				44,682		44,682
Stock based compensation for warrants				196,750		196,750
Shares issued for debt conversion, shares		2,400,000
Shares issued for debt conversion, amount		$ 240		32,760		33,000
Shares issued for services rendered, shares		13,910,274
Shares issued for services rendered, amount		$ 1,391		216,815		218,206
Shares issued for convertible note and interest conversion, shares		669,032,996
Shares issued for convertible note and interest conversion, amount		$ 66,904		9,966,328		10,033,232
Shares issued for common stock, shares		65,176,818
Shares issued for common stock, amount		$ 6,518		1,293,482		1,300,000
Rigths offering, shares		211,137,293
Rigths offering, amount		$ 21,114		2,512,010		2,533,124
Stock option exercise, shares		1,000,000
Stock option exercise, amount		$ 100		5,900		6,000
Shares issued for acquisition of EZ-Clone Enterprises, Inc., shares		107,307,692
Shares issued for acquisition of EZ-Clone Enterprises, Inc., amount		$ 10,730		1,384,271		1,395,001
Noncontrolling interest in EZ-Clone Enterprises, Inc.					28,355	28,355
Net loss					(11,473,137)	(11,473,137)
Ending balance, shares at Dec. 31, 2018	0	3,437,599,095
Ending balance, amount at Dec. 31, 2018	$ 0	$ 343,749	0	139,331,067	(141,176,087)	(1,501,271)
Stock based compensation for stock options				48,603		48,603
Stock based compensation for warrants				72,000		72,000
Shares issued for services rendered, shares		22,183,471
Shares issued for services rendered, amount		$ 2,219		172,216		174,435
Shares issued for convertible note and interest conversion, shares		264,488,842
Shares issued for convertible note and interest conversion, amount		$ 26,448		1,738,928		1,765,376
Shares issued for purchase of warrant, shares		125,000,000
Shares issued for purchase of warrant, amount		$ 12,500		987,500		1,000,000
Shares issued for convertible note and commitment shares, shares		5,000,000
Shares issued for convertible note and commitment shares, amount		$ 500		24,500		25,000
Warrant exercise, shares		3,916,667
Warrant exercise, amount		$ 392		(392)		0
Noncontrolling interest in EZ-Clone Enterprises, Inc.					88,938	88,938
Net loss					(6,111,456)	(6,111,456)
Ending balance, shares at Sep. 30, 2019	0	3,858,188,075
Ending balance, amount at Sep. 30, 2019	$ 0	$ 385,807	$ 0	$ 142,374,422	$ (147,198,605)	$ (4,438,376)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,999,751)	$ (2,253,365)	$ (6,022,518)	$ (8,577,396)
Adjustments to reconcile net loss to net cash (used in) operating activities
Depreciation			68,655	50,292
Restructuring Expense - stores & flooring			555,895	0
Amortization of intangible assets			855,771	0
Stock based compensation			120,603	175,860
Common stock issued for services			174,435	153,206
Amortization of debt discount			0	660,472
Change in fair value of derivative liability			(361,179)	(1,542,060)
Accrued interest on convertible notes payable			185,032	301,885
Loss on debt conversions			1,706,740	6,170,022
Noncontrolling interest in EZ-Clone Enterprises, Inc.	82,219	0	88,938	0	$ 28,355
Changes in operating assets and liabilities:
Accounts receivable			(409,575)	0
Inventory			86,982	(20,983)
Prepaids costs			(37,459)	0
Deposits			8,500	0
Right of use, net			9,738	0
Accounts payable			336,010	150,820
Accrued expenses			110,812	120,872
Deferred revenue			(89,504)	0
CASH (USED IN) OPERATING ACTIVITIES			(2,612,125)	(2,357,010)	(3,854,506)	$ (2,082,493)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in purchased assets			(5,319)	(250,000)
NET CASH (USED IN) INVESTING ACTIVITIES			(5,319)	(250,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of convertible notes payable			(659,205)	0
Proceeds from Crossover Capital Find I LLC Secured Advance Note			250,000	0
Proceeds from notes payable			900,637	1,435,000
Repayment on capital lease			(7,293)	0
Share issuances to St. George Investments LLC			0	1,300,000
NET CASH PROVIDED BY FINANCING ACTIVITIES			484,139	2,735,000
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS			(2,133,305)	127,990
CASH AND CASH EQUIVALENTS, beginning of period			2,334,377	69,191	69,191
CASH AND CASH EQUIVALENTS, end of period	$ 201,072	$ 197,180	201,072	197,180	$ 2,334,377	$ 69,191
Non-cash investing and financing activities:
Shares issued for convertible note and interest conversion			745,000	3,067,295
Common shares issued for accounts payable			0	18,000
Shares issued for purchase of warrant from CANX USA LLC			$ 1,000,000	$ 0

1. DESCRIPTION OF BUSINESS AND

1. DESCRIPTION OF BUSINESS AND ORGANIZATION	9 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS AND ORGANIZATION	The accompanying unaudited condensed consolidated financial statements of GrowLife, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the condensed consolidated financial statements have been included. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the Securities and Exchange Commission on March 8, 2019. 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, 2018. The results of operations for the nine months ended September 30, 2019 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. 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. 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, 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. On October 15, 2018, in connection with the Company’s strategy to become a dominate cultivation facilities provider, the Company closed the Purchase and Sale Agreement with EZ-CLONE Enterprises, Inc., a California corporation. EZ-CLONE is the manufacturer of multiple award-winning products specifically designed for the commercial cloning and propagation stage of indoor plant cultivation including cannabis, food, and other hydroponic farming. The Company The Company has the obligation with the delivery of EZ-CLONE common stock to acquire the remaining 49% of EZ-CLONE within one year for $1,960,000, payable as follows: (i) a cash payment of $855,000; and (ii) the issuance of 85,000,000 shares of the Company’s common stock at a price of $0.013 per share or $1,105,000. On November 5, 2019, the Company extended the closing of the remaining 49% with one 24.5% shareholder by up to nine months by agreeing to a 20% extension fee of the $855,000 cash payment, payable at the earlier of the closing of $2,000,000 in funding or the nine months. The Company continues to negotiate with the second shareholder for the remaining 24.5%. As of September 30, 2019, the Company closed retail stores in Portland, Maine, Encino, California and Calgary, Canada and online sales. Also, we are expecting to close the sale of the flooring division located in Grand Prairie, Texas. The Company expects to reduce losses and cash costs by $100,000 per month starting October 1, 2019. As of September 30, 2019, The Company recorded restructuring expense of $306,000 for the closure of the flooring division primarily related to equipment write down and $250,000 for the closure of the retail stores, related store leases and online sales. See Note 4 for additional details. 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. The Company filed an amended application with the OTC Markets to list the Company’s common stock on the OTCQB and begin to trade on this market as of March 20, 2018. As of March 4, 2019, the Company began to trade on the Pink Sheet stocks system.

2. LIQUIDITY AND MANAGEMENT PLA

2. LIQUIDITY AND MANAGEMENT PLAN	9 Months Ended
	Sep. 30, 2019
Liquidity And Management Plan
LIQUIDITY AND MANAGEMENT PLAN	The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) Topic 205-40, Presentation of Financial Statements – Going Concern, which requires that management evaluate whether there are relevant conditions and events that, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern and to meet its obligations as they become due within one year after the date that the financial statements are issued. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. However, since inception, the Company has sustained significant operating losses and such losses are expected to continue for the foreseeable future. As of September 30, 2019, the Company had an accumulated deficit of $$147,198,605, cash and cash equivalents of $201,072 and a working capital deficit of $494,818, (less derivative liability, convertible debt, right of use liability and deferred revenue). Additionally, the Company used in operating activities $2,612,125, $3,854,506, and $2,082,493 for the nine months ended September 30, 2019 and the years ended December 31, 2018 and 2017 respectively. The Company will require additional cash funding to fund operations through November 2020. Accordingly, management has concluded that the Company does not have sufficient funds to support operations within one year after the date the financial statements are issued and, therefore, the Company concluded there was substantial doubt about the Company’s ability to continue as a going concern. To fund further operations, the Company will need to raise additional capital. The Company may obtain additional financing in the future through the issuance of its common stock, or through other equity or debt financings. The Company’s ability to continue as a going concern or meet the minimum liquidity requirements in the future is dependent on its ability to raise significant additional capital, of which there can be no assurance. If the necessary financing is not obtained or achieved, the Company will likely be required to reduce its planned expenditures, which could have an adverse impact on the results of operations, financial condition and the Company’s ability to achieve its strategic objective. There can be no assurance that financing will be available on acceptable terms, or at all. The financial statements contain no adjustments for the outcome of these uncertainties. These factors raise substantial doubt about the Company’s ability to continue as a going concern and have a material adverse effect on the Company’s future financial results, financial position and cash flows.

3. SIGNIFICANT ACCOUNTING POLIC

3. SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS	Basis of Presentation - Principles of Consolidation Cash and Cash Equivalents Accounts Receivable and Revenue – Sales Returns - Inventories - Property and Equipment Long Lived Assets Intangible 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. Derivative financial instruments - Stock Based Compensation Net Loss Per Share - As of September 30, 2019, there are also (i) stock option grants outstanding for the purchase of 82.5 million common shares at a $0.010 average exercise price; (ii) warrants for the purchase of 362.8 million common shares at a $0.023 average exercise price; and (iii) 118.4 million shares related to convertible debt that can be converted at $0.0025 per share. In addition, we have an unknown number of common shares to be issued under the Crossover financing agreements in the case of default. In addition, we have an unknown number of common shares to be issued under the Chicago Venture, Iliad and St. George financing agreements because the number of shares ultimately issued to Chicago Venture depends on the price at which Chicago Venture converts its debt to shares and exercises its warrants. The lower the conversion or exercise prices, the more shares that will be issued to Chicago Venture upon the conversion of debt to shares. We will not know the exact number of shares of stock issued to Chicago Venture until the debt is actually converted to equity. As of September 30, 2018, there are also (i) stock option grants outstanding for the purchase of 63 million common shares at a $0.009 average exercise price; (ii) warrants for the purchase of 595 million common shares at a $0.031 average exercise price; and (iii) 109 million shares related to convertible debt that can be converted at $0.0025 per share. In addition, we have an unknown number of common shares to be issued under the Chicago Venture Partners, L.P. financing agreements. 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. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. The Company adopted the new standard effective January 1, 2019 on a modified retrospective basis and did not restate comparative periods. The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and the Company’s initial direct costs for any leases that exist prior to adoption of the new standard. The Company also elected to combine lease and non-lease components and to keep leases with an initial term of twelve months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The Company determines if an arrangement is a lease at inception. Operating and finance leases are included in Right of Use ("ROU") assets, and lease liability obligations in the Company’s consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liability obligations represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company accounts for lease agreements with lease and non-lease components and account for such components as a single lease component. As most of the Company’s leases do not provide an implicit rate, we estimated our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The ROU asset also includes any lease payments made and excludes lease incentives and lease direct costs. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. Please refer to Note 8 for additional information.

4. TRANSACTIONS

4. TRANSACTIONS	9 Months Ended
	Sep. 30, 2019
Business Combinations [Abstract]
TRANSACTIONS	Acquisition of 51% of EZ-CLONE Enterprises, Inc. On October 15, 2018, in connection with the Company’s strategy to become a dominate cultivation facilities provider, the Company closed the Purchase and Sale Agreement with EZ-CLONE Enterprises, Inc., a California corporation that was founded in January 2000. EZ-CLONE is the manufacturer of multiple award-winning products specifically designed for the commercial cloning and propagation stage of indoor plant cultivation including cannabis, food, and other hydroponic farming. This acquisition is expected to accelerate the Company’s revenue growth, increase the Company gross margins and add additional manufacturing and research and development personnel. The Company The cost to acquire these assets has been preliminarily allocated to the assets acquired according to estimated fair values and is subject to adjustment when additional information concerning asset valuations is finalized, but no later than December 31, 2019. The preliminary purchase price allocation is as follows: Item Common Stock $ 1,395,000 Cash 645,000 Assets acquired (911,294 ) Liabilities acquired 334,375 Non-controlling interest 1,960,000 Intangibles acquired $ 3,423,081 The results of operations of EZ-CLONE were included in the Consolidated Statements of Operations for the period October 15, 2018 to September 30, 2019. Termination of Agreements with CANX, LLC On February 15, 2019, the Company entered into a Termination of Existing Agreements and Release with CANX USA, LLC, a Nevada limited liability company. In exchange for the Agreement and cancellation of the CANX Agreements and Warrants, the Company agreed to issue $1,000,000 of restricted common stock priced at the February 7, 2019 closing price of $0.008, or 125,000,000 restricted common stock shares. The Company recorded a loss on debt conversion of $1,000,000 during the nine months ended September 30, 2019. Pursuant to the Agreement, the Parties agreed to terminate, release and discharge all existing and further rights and obligations between the Parties under, arising out of, or in any way related to that certain Waiver and Modification Agreement and Amended and Restated Joint Venture Agreement made as of July 10, 2014, and any ancillary agreements or instruments thereto, including, but not limited to, the Warrants issued to CANX entitling CANX to purchase 540,000,000 shares of the Company’s common stock at an exercise price of $0.033. Restructuring Expense As of September 30, 2019, the Company closed retail stores in Portland, Maine, Encino, California and Calgary, Canada and online sales. Also we are expecting to close the sale of the flooring division located in Grand Prairie, Texas. The Company expects to reduce losses and cash costs by $100,000 per month starting October 1, 2019. As of September 30, 2019, The Company recorded restructuring expense of $306,000 for the sale of the flooring division and $250,000 for the closure of the retail stores and online sales. 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 lists 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.

5. INVENTORY

5. INVENTORY	9 Months Ended
	Sep. 30, 2019
Inventory Disclosure [Abstract]
INVENTORY	Inventory as of September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, 2019 2018 Raw materials $ 515,862 $ 417,570 Work in process 40,147 35,280 Finished goods 179,673 459,814 Inventory reserve (30,000 ) (120,000 ) Total $ 705,682 $ 792,664 Inventory consists of raw materials, work in process and finished goods and components sold by EZ-CLONE to it distribution customers. In addition, finished goods includes products hydroponics, which is product purchased from distributors, and in some cases directly from the manufacturer, and resold to its hydroponics customers. 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	9 Months Ended
	Sep. 30, 2019
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	Property and equipment as of September 30, 2019 and December 31, 2018 consists of the following: September 30, December 31, 2019 2018 Machinery, equipment and tooling $ 356,867 $ 943,326 Computer equipment 16,675 16,675 Leasehold improvements 19,922 14,703 Total property and equipment 393,464 974,704 Less accumulated depreciation and amortization (212,475 ) (261,839 ) Net property and equipment $ 180,989 $ 712,866 Property and equipment, net of accumulated depreciation, were $180,989 and $712,866 as of September 30, 2019 and December 31, 2018, respectively. Accumulated depreciation was $212,475 and $261,839 as of September 30, 2019 and December 31, 2018, respectively. Total depreciation expense was $68,655 and $50,292 for the nine months ended September 30, 2019 and 2018, 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. On October 15, 2018, the Company acquired 51% of EZ-CLONE Enterprises, Inc. and acquired $244,203 of net property and equipment. During the year ended December 31, 2018, the Company retired fully depreciated assets of $358,156. During the nine months ended September 30, 2019, the Company disposed in connection with the closure of the flooring division assets with a net book value of $423,442.

7. INTANGIBLE ASSETS

7. INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2019
Finite-Lived Intangible Assets, Net [Abstract]
INTANGIBLE ASSETS	Intangible assets as of September 30, 2019 and December 31, 2018 consisted of the following: Estimated September 30, December 31, Useful Lives 2019 2018 Customer lists 3 years $ 1,604,341 $ 1,604,341 Intellectual property 3 years 1,818,740 1,818,740 Less: accumulated amortization (998,399 ) (142,628 ) Intangible assets, net $ 2,424,682 $ 3,280,453 Total amortization expense was $855,771 and $0 for the nine months ended September 30, 2019 and 2018, respectively. On October 15, 2018, in connection with the Company’s strategy to become a dominate cultivation facilities provider, the Company closed the Purchase and Sale Agreement the Purchase and Sale Agreement with EZ-CLONE Enterprises, Inc., a California corporation that was founded in January 2000. The Company The fair value of the intangible assets associated with the assets acquired was $3,423,081 estimated by using a discounted cash flow approach based on future economic benefits. In summary, the estimate was based on a projected income approach and related discounted cash flows over five years, with applicable risk factors assigned to assumptions in the forecasted results.

8. LEASES

8. LEASES	9 Months Ended
	Sep. 30, 2019
Leases [Abstract]
LEASES	The Company has entered into operating leases for retail and corporate facilities. These leases have terms which range from two to five years, and often include options to renew. These operating leases are listed as separate line items on the Company's September 30, 2019 Consolidated Balance Sheet, and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make lease payments are also listed as separate line items on the Company's September 30, 2019 Consolidated Balance Sheet. Based on the present value of the lease payments for the remaining lease term of the Company's existing leases, the Company recognized right-of-use assets and lease liabilities for operating leases of approximately $1,253,000 on January 1, 2019. Operating lease right-of-use assets and liabilities commencing after January 1, 2019 are recognized at commencement date based on the present value of lease payments over the lease term. During the quarter ended September 30, 2019, the Company has cancelled all but one lease and has recognized the rent and termination fees related to the cancelled leases as an expense in the current period. As of September 30, 2019, total right-of-use assets and operating lease liabilities for remaining long term lease was approximately $576,961 and $586,699, respectively. In the nine months ended September 30, 2019, the Company recognized approximately $167,238 in total lease costs for the lease. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. Information related to the Company's operating right-of-use assets and related lease liabilities as of and for the nine months ended September 30, 2019 were as follows: Cash paid for ROU operating lease liability $ 167,238 Weighted-average remaining lease term 4 years 4 years Weighted-average discount rate 10 % 10 % Minimum future lease payments as of September 30, 2019 - 2019 $ 53,279 2020 216,300 2021 222,792 2022 229,476 2023 236,352 958,199 Imputed interest (95,820 ) Total Lease liability $ 862,379

9. ACCOUNTS PAYABLE

9. ACCOUNTS PAYABLE	9 Months Ended
	Sep. 30, 2019
Accounts Payable [Abstract]
ACCOUNTS PAYABLE	Accounts payable were $1,390,381 and $1,054,371 as of September 30, 2019 and December 31, 2018, respectively. Such liabilities consisted of amounts due to vendors for inventory purchases, audit, legal and other expenses incurred by the Company. The increase relates to inventory purchased at EZ-CLONE for production for sales during the quarter ended December 31, 2019.

10. ACCRUED EXPENSES

10. ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2019
Accrued Liabilities [Abstract]
ACCRUED EXPENSES	Accrued expenses were $417,135 and $261,954 as of September 30, 2019 and December 31, 2018, respectively. Such liabilities consisted of amounts due to sales tax, payroll and restructuring expense liabilities.

11. CONVERTIBLE NOTES PAYABLE,

11. CONVERTIBLE NOTES PAYABLE, NET	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE, NET	Convertible notes payable as of September 30, 2019 consisted of the following: Balance Accrued Debt As of Principal Interest Discount September 30, 2019 10% OID Convertible Promissory Notes $ 2,362,306 $ 300,977 $ - $ 2,663,283 7% Convertible Note 270,787 29,445 - 300,232 Secured Advance Note 299,195 - - 299,195 $ 2,932,288 $ 330,422 $ - $ 3,262,710 Convertible notes payable as of December 31, 2018 consisted of the following: Balance Accrued Debt As of Principal Interest Discount December 31, 2018 10% OID Convertible Promissory Notes $ 2,982,299 $ 135,780 $ - $ 3,118,079 7% Convertible note 270,787 15,267 - 286,054 $ 3,253,086 $ 151,047 $ - $ 3,404,133 7% Convertible Notes Payable On March 12, 2018, the Company entered into a Second Amendment to the Note. Pursuant to the Amendment, the Note’s maturity date has been extended to December 31, 2019, and interest accrues at 7% per annum, compounding on the maturity date. 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 September 30, 2019, the outstanding principal on this 7% convertible note was $270,787 and accrued interest was $29,445, which results in a total liability of $300,232. The Debt is convertible at the holder’s option into the Company’s common stock at $.0025 or approximately 118 million shares. 10% Convertible Promissory Notes Funding from Chicago Venture Partners, L.P. (“Chicago Venture”), Iliad Research and Trading, L.P. (“Iliad”) and Odyssey Research and Trading, LLC, (“Odyssey”) As of December 31, 2018, the outstanding principal balance due to Chicago Venture and Iliad was $2,982,299 and accrued interest was $135,780, which results in a total amount of $3,118,079. During the year ended December 31, 2018, Chicago Venture and Iliad converted principal and interest of $3,104,181 into 525,587,387 shares of our common stock at a per share conversion price of $0.0059 with a fair value of $7,756,330. The Company recognized $6,565,415 loss on debt conversions during the year ended December 31, 2018. During the year ended December 31, 2018, the Company recorded an OID debt discount expense of $660,472 to interest expense related to the Chicago Venture and Iliad financing. As of September 30, 2019, the outstanding principal balance due to Chicago Venture, Iliad and Odyssey was $2,362,306 and accrued interest was $300,977, which results in a total amount of $2,663,383. During the nine months ended September 30, 2019, Chicago Venture and Iliad converted principal and accrued interest of $1,045,000 into 264,488,842 shares of our common stock at a per share conversion price of $.00395 with a fair value of $1,765,395. The Company recognized $720,375 loss on debt conversions during the nine months ended September 30, 2019. Securities Purchase Agreement, Secured Promissory Notes and Security Agreement Odyssey Research and Trading, LLC, (“Odyssey”) On July 23, 2019, the Company executed the following agreements with Odyssey: (i) Securities Purchase Agreement; (ii) Secured Promissory Notes; and (iii) Security Agreement (collectively the “Odyssey Agreements”). The Company entered into the Odyssey Agreements with the intent to acquire working capital to grow the Company’s businesses. The total amount of funding under the Odyssey Agreements is $1,105,000. The Convertible Promissory Note carries an original issue discount of $100,000 and a transaction expense amount of $5,000, for total debt of $1,105,000. The Company agreed to reserve three times the number of shares based on the redemption value with a minimum of 500 million shares of its common stock for issuance upon conversion of the Debt, if that occurs in the future. If not converted sooner, the Debt is due on or before July 22, 2020. The Debt carries an interest rate of ten percent (10%). The Debt is convertible, at Odyssey’s option, into the Company’s common stock at $0.010 per share subject to adjustment as provided for in the Secured Promissory Notes. The Company’s obligation to pay the Debt, or any portion thereof, is secured by all of the Company’s assets. The Company has $659,335 available under the Notes as of September 30, 2019, but cannot access the available funds. The Debt is convertible at the holder’s option into the Company’s common stock at 65% of the lower of the current fair market value of the stock. Based upon the closing price of the stock at September 30, 2019, the notes would convert to approximately 940 million shares. Secured Advance Note with Crossover Capital Fund I LLC (“Crossover”) On September 20, 2019, the Company closed a Secured Advance Note with Crossover Capital Fund I LLC. The Company entered into the Crossover Note with the intent to acquire working capital to grow the Company’s businesses. The total amount of funding under the Crossover Note is $250,000. The Crossover Note carries an original issue discount of $57,400 and a transaction expense amount of $7,000, for total debt of $308,400. The Company agreed to reserve three times the number of shares based on the conversion value in case of default under the Crossover Note, if that occurs in the future. The Crossover Note is due in nine months and is repayable weekly at $9,205. The Crossover Note is convertible into the Company’s common stock at market value share subject to adjustment as provided for in the Crossover Note in the case of default. The Company’s obligation to pay the Crossover Note, or any portion thereof, is secured by all of the Company’s assets. As of September 30, 2019, the outstanding principal balance due Crossover was $299,195 and the Company expensed the original issue discount of $57,400 and a transaction expense amount of $7,000. The Company also issued 5,000,000 shares of common stock to Crossover as a commitment fee that was valued at fair market value at $25,000 or $.005 per share and was expensed during the nine months ended September 30, 2019.

12. DERIVATIVE LIABILITY

12. DERIVATIVE LIABILITY	9 Months Ended
	Sep. 30, 2019
Derivative Liability [Abstract]
DERIVATIVE LIABILITY	The Convertible Notes payable include a conversion feature that pursuant ASC 815 “Derivatives and Hedging”, has been identified as an embedded derivative financial instrument and which the Company has elected to account for under the fair value method of accounting. 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 $1,434,074 as of September 30, 2019. For the nine months ended September 30, 2019, the Company recorded non-cash income of $508,730 related to the “change in fair value of derivative” expense related to the Chicago Venture and Iliad financing. During the nine months ended September 30, 2019, Chicago Venture and Iliad converted principal and accrued interest of $1,045,000 into 264,488,842 shares of our common stock at a per share conversion price of $.00395 with a fair value of $1,765,395. The Company recognized $720,355 loss on debt conversions during the nine months ended September 30, 2019. Derivative liability as of September 30, 2019 was as follows: Carrying Fair Value Measurements Using Inputs Amount at Financial Instruments Level 1 Level 2 Level 3 September 30, 2019 Liabilities: Derivative Instruments $ - $ - $ 1,434,074 $ 1,434,074 Total $ - $ - $ 1,434,074 $ 1,434,074 Derivative liability as of December 31, 2018 was as follows: Carrying Fair Value Measurements Using Inputs Amount at Financial Instruments Level 1 Level 2 Level 3 December 31, 2018 Liabilities: Derivative Instruments $ - $ - $ 1,795,747 $ 1,795,747 Total $ - $ - $ 1,795,747 $ 1,795,747 The change in the value of the derivative during 2019 is related solely to change in fair value. The fair value of the derivative is being calculated primarily based upon the market value of the underlying stock and the conversion terms.

13. RELATED PARTY TRANSACTIONS

13. RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS	9 Months Ended
	Sep. 30, 2019
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS	Related Party Transactions Transactions with Katherine McLain Ms. Katherine McLain was appointed as a director on February 14, 2017. On February 22, 2019, the Company issued 8,108,108 shares of our common stock to Katherine McLain valued at $0.0074 per share or $60,000. This issuance was an annual award for independent director services. Transaction with Thom Kozik Mr. Kozik was appointed as a director on October 5, 2017. On February 22, 2019, the Company issued 8,108,108 shares of our common stock to Mr. Kozik valued at $0.0074 per share or $60,000. This issuance was an annual award for independent director services.

14. EQUITY

14. EQUITY	9 Months Ended
	Sep. 30, 2019
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. During the nine months ended September 30, 2019, the Company had the following issuances of unregistered equity securities to accredited investors unless otherwise indicated: During the nine months ended September 30, 2019, the Company issued 22,183,471 shares to suppliers for services provided. The Company valued the shares at $174,435 per share or $0.0079. During the nine months ended September 30, 2019, Chicago Venture and Iliad converted principal and accrued interest of $1,045,000 into 264,488,842 shares of our common stock at a per share conversion price of $.00395 with a fair value of $1,765,395. The Company recognized $720,375 loss on debt conversions during the nine months ended September 30, 2019. On February 15, 2019, the Company entered into a Termination of Existing Agreements and Release with CANX USA, LLC, a Nevada limited liability company. In exchange for the Agreement and cancellation of the CANX Agreements and Warrants, the Company agreed to issue $1,000,000 of restricted common stock priced at the February 7, 2019 closing price of $0.008, or 125,000,000 restricted common stock shares. The Company recorded a loss on debt conversion of $1,000,000 during the nine months ended September 30, 2019. Pursuant to the Agreement, the Parties agreed to terminate, release and discharge all existing and further rights and obligations between the Parties under, arising out of, or in any way related to that certain Waiver and Modification Agreement and Amended and Restated Joint Venture Agreement made as of July 10, 2014, and any ancillary agreements or instruments thereto, including, but not limited to, the Warrants issued to CANX entitling CANX to purchase 540,000,000 shares of the Company’s common stock at an exercise price of $0.033. On May 2, 2019, the Company issued 3,916,667 shares valued at $0.006 to a former employee related to a cashless stock option exercise. The Company issued 5,000,000 shares of common stock to Crossover as a commitment fee that was valued at fair market value at $25,000 or $.005 per share and was expensed during the nine months ended September 30, 2019. Warrants The Company had the following warrant activity during the nine months ended September 30, 2019: On February 15, 2019, the Company entered into a Termination of Existing Agreements and Release with CANX USA, LLC, a Nevada limited liability company. In exchange for the Agreement and cancellation of the CANX Agreements and Warrants, the Company agreed to issue $1,000,000 of restricted common stock priced at the February 7, 2019 closing price of $0.008, or 125,000,000 restricted common stock shares. The Company recorded a loss on debt conversion of $1,000,000 during the nine months ended September 30, 2019. Pursuant to the Agreement, the Parties agreed to terminate, release and discharge all existing and further rights and obligations between the Parties under, arising out of, or in any way related to that certain Waiver and Modification Agreement and Amended and Restated Joint Venture Agreement made as of July 10, 2014, and any ancillary agreements or instruments thereto, including, but not limited to, the Warrants issued to CANX entitling CANX to purchase 540,000,000 shares of the Company’s common stock at an exercise price of $0.033. A summary of the warrants issued as of September 30, 2019 is as follows: September 30, 2019 Weighted Average Exercise Shares Price Outstanding at January 1, 2019 902,825,146 $ 0.029 Issued - - Exercised - - Forfeited (540,000,000 ) (0.033 ) Expired - - Outstanding at September 30, 2019 362,825,146 $ 0.023 Exercisable at September 30, 2019 346,825,146 $ 0.022 A summary of the status of the warrants outstanding as of September 30, 2019 is presented below: September 30, 2019 Weighted Weighted Weighted Average Average Average Number of Remaining Exercise Shares Exercise Warrants Life Price Exercisable Price - - $ - - $ - 55,000,000 6.91 0.010 55,000,000 0.010 48,000,000 5.00 0.012 32,000,000 0.012 48,687,862 3.33 0.050 48,687,862 0.050 211,137,284 2.07 0.021 211,137,284 0.021 362,825,146 3.05 $ 0.023 346,825,146 $ 0.022 Warrants had no intrinsic value as of September 30, 2019. The warrants were valued using the following assumptions: Dividend yield 0% Expected life 1-5 Years Expected volatility 70-200% Risk free interest rate 0.78-2.6%

15. STOCK OPTIONS

15. STOCK OPTIONS	9 Months Ended
	Sep. 30, 2019
Share-based Payment Arrangement [Abstract]
STOCK OPTIONS	Description of Stock Option Plan On December 6, 2018, the Company’s shareholders voted to approve the First Amended and Restated 2017 Stock Incentive Plan to increase the shares issuable under the plan from 100 million to 200 million. The Company has 100,000,000 shares available for issuance. The Company has outstanding unexercised stock option grants totaling 100,000,000 shares at an average exercise price of $0.010 per share as of December 31, 2018. The Company filed registration statements on Form S-8 to register 200,000,000 shares of the Company’s common stock related to the 2017 Stock Incentive Plan and First Amended and Restated 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 nine months ended September 30, 2019, the Company had the following stock option activity: On February 6, 2019, the Company issued a stock option grant to an advisory board member for 500,000 shares of common stock at an exercise price of $0.008 per share. The stock option grant vests quarterly over three years and is exercisable for 3 years. The stock option grant was valued at $1,000. On April 26, 2019, the Company issued stock option grants to two employees for 3,000,000 shares of common stock at an exercise price of $0.010 per share. The stock option grant vests quarterly over three years and is exercisable for 3 years. The stock option grants were valued at $3,000. On April 2, 2019, the Company amended the exercise price on stock option grants for five million shares and changed the exercise price from $0.020 to $0.010 per share. On May 2, 2019, the Company issued 3,916,667 shares valued at $0.006 to a former employee related to a cashless stock option exercise. As a result, a stock option grant for 15,083,333 shares issued at $0.006. During the nine months ended September 30, 2019, a stock option grant for 2,000,000 shares of common stock at an exercise price of $0.02 per share expired. As of September 30, 2019, there are 82,500,000 options to purchase common stock at an average exercise price of $0.0099 per share outstanding under the 2017 Amended and Restated Stock Incentive Plan. The Company recorded $48,693 and $29,619 of compensation expense, net of related tax effects, relative to stock options for the nine months ended September 30, 2019 and 2018 in accordance with ASC Topic 505. Net loss per share (basic and diluted) associated with this expense was approximately ($0.00). As of September 30, 2019, there is $96,268 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 3.62 years. Stock option activity for the period ended September 30, 2019 is as follows: Options Exercise Price $ Outstanding as of January 1, 2019 100,000,000 $ 0.0094 $ 940,000 Granted 3,500,000 0.0080 34,000 Exercised (3,916,667 ) (0.0060 ) (23,500 ) Forfeitures (17,083,333 ) (0.0076 ) (130,500 ) Outstanding as of September 30, 2019 82,500,000 $ 0.0099 $ 820,000 The following table summarizes information about stock options outstanding and exercisable at September 30, 2019: 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 12,000,000 3.25 $ 0.006 8,000,000 $ 0.006 0.007 10,000,000 3.25 0.007 6,666,667 0.007 .008-.009 2,500,000 1.30 .008-.009 1,583,333 0.008 0.010 20,000,000 3.11 0.010 15,833,333 0.010 0.012 38,000,000 4.25 0.012 12,666,667 0.012 82,500,000 3.62 $ 0.010 44,750,000 $ 0.009 Stock option grants totaling 82,500,000 shares of common stock no intrinsic value as of September 30, 2019. The stock option grants were valued using the following assumptions: Dividend yield 0% Expected life 1-5 Years Expected volatility 70-200% Risk free interest rate 0.78-2.6%

16. COMMITMENTS, CONTINGENCIES

16. COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS	9 Months Ended
	Sep. 30, 2019
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 we 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. The Company’s know of no material, existing or pending legal proceedings against our Company, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to the Company’s interest. As of September 30, 2019, the Company closed retail stores in Portland, Maine, Encino, California and Calgary, Canada. The Company is negotiating with the landlords and the Company has recorded restructuring reserves. Operating Leases On May 31, 2019, the Company rented space at 5400 Carillon Point, Kirkland, Washington 98033 for $623 per month for the Company’s corporate office and use of space in the Regus network, including California. The Company’s agreement expires May 31, 2020. On December 14, 2018, GrowLife, Inc. entered into a lease agreement with Pensco Trust Company for a 28,000 square feet industrial space at 10170 Croydon Way, Sacramento, California 95827 used for the assembly and sales of plastic parts by EZ-CLONE. The monthly lease payment is $17,000 and increased approximately 3% per year. The lease expires on December 31, 2023. Terminated Leases On October 1, 2017, GrowLife Hydroponics, Inc. entered into a lease in Calgary, Canada. The monthly lease is approximately $3,246. The lease expires September 30, 2022. This lease was terminated effective September 30, 2019. On December 19, 2017, GrowLife Innovations, Inc. entered into a lease in Grand Prairie, Texas dated October 9, 2017, for 5,000 square feet for the manufacturing and distribution of its flooring products. The monthly lease payment is $15,000. The lease expires December 1, 2022 and can be renewed. This lease was terminated effective September 30, 2019 with the expected sale of the flooring division. On July 2, 2018, GrowLife Hydroponics, Inc. entered into a store lease for 1,950 square feet in Portland, Maine. The monthly lease is approximately $2,113, with 3% increases in year two and three. The lease expires July 2, 2021 and can be extended. This lease was terminated effective September 30, 2019. On August 31, 2018, GrowLife, Inc. entered into the Fourth Amendment to the Lease Agreement for the store in Encino, California. The monthly lease is approximately $6,720, with a 3% increase on March 1, 2019. The lease expires September 1, 2019 and the Company is required to provide six months’ notice to terminate the lease. This lease was terminated effective September 30, 2019.

17. SUBSEQUENT EVENTS

17. SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2019
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. The Company had the following material events subsequent to September 30, 2019: On October 21, 2019 and November 12, 2019, the Company filed Amendments to Registration Statements on Form S-1 for the registration of 625 million shares at $0.004 per share or $2,500,000. On November 5, 2019, the Company extended the closing of the remaining EZ-CLONE 49% with one 24.5% shareholder by up to nine months by agreeing to a 20% extension fee of the $855,000 cash payment, payable at the earlier of the closing of $2,000,000 in funding or the nine months. The Company continues to negotiate with the second shareholder for the remaining 24.5%.

3. SIGNIFICANT ACCOUNTING POL_2

3. SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS (Policies)	9 Months Ended
	Sep. 30, 2019
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 –
Sales Returns	Sales Returns -
Inventories	Inventories -
Property and Equipment	Property and Equipment
Long Lived Assets	Long Lived Assets
Intangible Assets	Intangible 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.
Derivative Financial Instruments	Derivative financial instruments -
Stock Based Compensation	Stock Based Compensation
Net Loss Per Share	Net Loss Per Share - As of September 30, 2019, there are also (i) stock option grants outstanding for the purchase of 82.5 million common shares at a $0.010 average exercise price; (ii) warrants for the purchase of 362.8 million common shares at a $0.023 average exercise price; and (iii) 118.4 million shares related to convertible debt that can be converted at $0.0025 per share. In addition, we have an unknown number of common shares to be issued under the Crossover financing agreements in the case of default. In addition, we have an unknown number of common shares to be issued under the Chicago Venture, Iliad and St. George financing agreements because the number of shares ultimately issued to Chicago Venture depends on the price at which Chicago Venture converts its debt to shares and exercises its warrants. The lower the conversion or exercise prices, the more shares that will be issued to Chicago Venture upon the conversion of debt to shares. We will not know the exact number of shares of stock issued to Chicago Venture until the debt is actually converted to equity. As of September 30, 2018, there are also (i) stock option grants outstanding for the purchase of 63 million common shares at a $0.009 average exercise price; (ii) warrants for the purchase of 595 million common shares at a $0.031 average exercise price; and (iii) 109 million shares related to convertible debt that can be converted at $0.0025 per share. In addition, we have an unknown number of common shares to be issued under the Chicago Venture Partners, L.P. financing agreements.
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. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. The Company adopted the new standard effective January 1, 2019 on a modified retrospective basis and did not restate comparative periods. The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and the Company’s initial direct costs for any leases that exist prior to adoption of the new standard. The Company also elected to combine lease and non-lease components and to keep leases with an initial term of twelve months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The Company determines if an arrangement is a lease at inception. Operating and finance leases are included in Right of Use ("ROU") assets, and lease liability obligations in the Company’s consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liability obligations represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company accounts for lease agreements with lease and non-lease components and account for such components as a single lease component. As most of the Company’s leases do not provide an implicit rate, we estimated our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The ROU asset also includes any lease payments made and excludes lease incentives and lease direct costs. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. Please refer to Note 8 for additional information.

4. TRANSACTIONS (Tables)

4. TRANSACTIONS (Tables)	9 Months Ended
	Sep. 30, 2019
Business Combinations [Abstract]
Acquisition	Item Common Stock $ 1,395,000 Cash 645,000 Assets acquired (911,294 ) Liabilities acquired 334,375 Non-controlling interest 1,960,000 Intangibles acquired $ 3,423,081

5. INVENTORY (Tables)

5. INVENTORY (Tables)	9 Months Ended
	Sep. 30, 2019
Inventory Disclosure [Abstract]
Inventory	September 30, December 31, 2019 2018 Raw materials $ 515,862 $ 417,570 Work in process 40,147 35,280 Finished goods 179,673 459,814 Inventory reserve (30,000 ) (120,000 ) Total $ 705,682 $ 792,664

6. PROPERTY AND EQUIPMENT (Tabl

6. PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2019
Property, Plant and Equipment [Abstract]
Summary of property and equipment	September 30, December 31, 2019 2018 Machinery, equipment and tooling $ 356,867 $ 943,326 Computer equipment 16,675 16,675 Leasehold improvements 19,922 14,703 Total property and equipment 393,464 974,704 Less accumulated depreciation and amortization (212,475 ) (261,839 ) Net property and equipment $ 180,989 $ 712,866

7. INTANGIBLE ASSETS (Tables)

7. INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2019
Finite-Lived Intangible Assets, Net [Abstract]
Schedule of intangible assets	Estimated September 30, December 31, Useful Lives 2019 2018 Customer lists 3 years $ 1,604,341 $ 1,604,341 Intellectual property 3 years 1,818,740 1,818,740 Less: accumulated amortization (998,399 ) (142,628 ) Intangible assets, net $ 2,424,682 $ 3,280,453

8. LEASES (Tables)

8. LEASES (Tables)	9 Months Ended
	Sep. 30, 2019
Leases [Abstract]
Operating right-of-use assets and liabilities information	Cash paid for ROU operating lease liability $ 167,238 Weighted-average remaining lease term 4 years 4 years Weighted-average discount rate 10 % 10 % Minimum future lease payments as of September 30, 2019 -
Minimum future lease payments	2019 $ 53,279 2020 216,300 2021 222,792 2022 229,476 2023 236,352 958,199 Imputed interest (95,820 ) Total Lease liability $ 862,379

11. CONVERTIBLE NOTES PAYABLE_2

11. CONVERTIBLE NOTES PAYABLE, NET (Tables)	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Convertible notes summarized	Balance Accrued Debt As of Principal Interest Discount September 30, 2019 10% OID Convertible Promissory Notes $ 2,362,306 $ 300,977 $ - $ 2,663,283 7% Convertible Note 270,787 29,445 - 300,232 Secured Advance Note 299,195 - - 299,195 $ 2,932,288 $ 330,422 $ - $ 3,262,710 Balance Accrued Debt As of Principal Interest Discount December 31, 2018 10% OID Convertible Promissory Notes $ 2,982,299 $ 135,780 $ - $ 3,118,079 7% Convertible note 270,787 15,267 - 286,054 $ 3,253,086 $ 151,047 $ - $ 3,404,133

12. DERIVATIVE LIABILITY (Table

12. DERIVATIVE LIABILITY (Tables)	9 Months Ended
	Sep. 30, 2019
Derivative Liability [Abstract]
Fair value of financial instruments	Carrying Fair Value Measurements Using Inputs Amount at Financial Instruments Level 1 Level 2 Level 3 September 30, 2019 Liabilities: Derivative Instruments $ - $ - $ 1,434,074 $ 1,434,074 Total $ - $ - $ 1,434,074 $ 1,434,074 Carrying Fair Value Measurements Using Inputs Amount at Financial Instruments Level 1 Level 2 Level 3 December 31, 2018 Liabilities: Derivative Instruments $ - $ - $ 1,795,747 $ 1,795,747 Total $ - $ - $ 1,795,747 $ 1,795,747

14. EQUITY (Tables)

14. EQUITY (Tables)	9 Months Ended
	Sep. 30, 2019
Equity [Abstract]
Warrants	September 30, 2019 Weighted Average Exercise Shares Price Outstanding at January 1, 2019 902,825,146 $ 0.029 Issued - - Exercised - - Forfeited (540,000,000 ) (0.033 ) Expired - - Outstanding at September 30, 2019 362,825,146 $ 0.023 Exercisable at September 30, 2019 346,825,146 $ 0.022 September 30, 2019 Weighted Weighted Weighted Average Average Average Number of Remaining Exercise Shares Exercise Warrants Life Price Exercisable Price - - $ - - $ - 55,000,000 6.91 0.010 55,000,000 0.010 48,000,000 5.00 0.012 32,000,000 0.012 48,687,862 3.33 0.050 48,687,862 0.050 211,137,284 2.07 0.021 211,137,284 0.021 362,825,146 3.05 $ 0.023 346,825,146 $ 0.022 Dividend yield 0% Expected life 1-5 Years Expected volatility 70-200% Risk free interest rate 0.78-2.6%

15. STOCK OPTIONS (Tables)

15. STOCK OPTIONS (Tables)	9 Months Ended
	Sep. 30, 2019
Share-based Payment Arrangement [Abstract]
Stock options	Options Exercise Price $ Outstanding as of January 1, 2019 100,000,000 $ 0.0094 $ 940,000 Granted 3,500,000 0.0080 34,000 Exercised (3,916,667 ) (0.0060 ) (23,500 ) Forfeitures (17,083,333 ) (0.0076 ) (130,500 ) Outstanding as of September 30, 2019 82,500,000 $ 0.0099 $ 820,000 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 12,000,000 3.25 $ 0.006 8,000,000 $ 0.006 0.007 10,000,000 3.25 0.007 6,666,667 0.007 .008-.009 2,500,000 1.30 .008-.009 1,583,333 0.008 0.010 20,000,000 3.11 0.010 15,833,333 0.010 0.012 38,000,000 4.25 0.012 12,666,667 0.012 82,500,000 3.62 $ 0.010 44,750,000 $ 0.009 Dividend yield 0% Expected life 1-5 Years Expected volatility 70-200% Risk free interest rate 0.78-2.6%

2. LIQUIDITY AND MANAGEMENT P_2

2. LIQUIDITY AND MANAGEMENT PLAN (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Non-RMH/EGC
Accumulated deficit	$ (147,198,605)		$ (141,176,087)
Cash and cash equivalents	201,072		2,334,377
Working capital deficit	(494,818)
Net cash used in operating activities	$ (2,612,125)	$ (2,357,010)	$ (3,854,506)	$ (2,082,493)

3. SIGNIFICANT ACCOUNTING POL_3

3. SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS (Details Narrative) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Uninsured deposits	$ 0
Reserve for sales returns	20,000	$ 20,000
Inventory reserve	$ 30,000	$ 120,000

4. TRANSACTIONS (Details)

4. TRANSACTIONS (Details)	9 Months Ended
	Sep. 30, 2019USD ($)shares
Business Combinations [Abstract]
Common stock | shares	1,395,000
Cash	$ 645,000
Assets acquired	(911,294)
Liabilities acquired	334,375
Non-controlling interest	1,960,000
Intangibles acquired	$ 3,423,081

5. INVENTORY (Details)

5. INVENTORY (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Raw materials	$ 515,862	$ 417,570
Work in process	40,147	35,280
Finished goods	179,673	459,814
Inventory reserve	(30,000)	(120,000)
Total	$ 705,682	$ 792,664

6. PROPERTY AND EQUIPMENT (Deta

6. PROPERTY AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Machines and equipment	$ 356,867	$ 943,326
Computer equipment	16,675	16,675
Leasehold improvements	19,922	14,703
Total property and equipment	393,464	974,704
Less accumulated depreciation and amortization	(212,475)	(261,839)
Net property and equipment	$ 180,989	$ 712,866

6. PROPERTY AND EQUIPMENT (De_2

6. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Fixed assets, net of accumulated depreciation	$ 180,989		$ 712,866
Accumulated depreciation	(212,475)		$ (261,839)
Depreciation expense	$ 68,655	$ 50,292

7. INTANGIBLE ASSETS (Details)

7. INTANGIBLE ASSETS (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Less: accumulated amortization	$ (998,399)	$ (142,628)
Intangible assets, net	$ 2,424,682	3,280,453
Customer lists
Estimated useful lives	3 years
Intangible assets, gross	$ 1,604,341	1,604,341
Patents
Estimated useful lives	3 years
Intangible assets, gross	$ 1,818,740	$ 1,818,740

7. INTANGIBLE ASSETS (Details N

7. INTANGIBLE ASSETS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Finite-Lived Intangible Assets, Net [Abstract]
Amortization expense	$ 855,771	$ 0

8. LEASES (Details)

8. LEASES (Details)	9 Months Ended
	Sep. 30, 2019USD ($)
Leases [Abstract]
Cash paid for operating lease liabilities	$ 167,238
Weighted-average remaining lease term	4 years
Weighted-average discount rate	10.00%
Minimum future lease payments as of September 30, 2019	$ 0

8. LEASES (Details 1)

8. LEASES (Details 1)	Sep. 30, 2019USD ($)
Leases [Abstract]
2019	$ 53,279
2020	216,300
2021	222,792
2022	229,476
2023	236,352
Total lease liability	958,199
Less: imputed interest	(95,820)
Net lease liability	$ 862,379

8. LEASES (Details Narrative)

8. LEASES (Details Narrative)	9 Months Ended
	Sep. 30, 2019USD ($)
Leases [Abstract]
Right-of-use assets	$ 576,961
Operating lease liabilities	862,379
Lease cost	$ 167,238

9. ACCOUNTS PAYABLE (Details Na

9. ACCOUNTS PAYABLE (Details Narrative) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Accounts Payable [Abstract]
Accounts payable	$ 1,390,381	$ 1,054,371

10. ACCRUED EXPENSES (Details N

10. ACCRUED EXPENSES (Details Narrative) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Accrued Liabilities [Abstract]
Accrued expenses	$ 417,135	$ 261,954

11. CONVERTIBLE NOTES PAYABLE (

11. CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Principal	$ 2,932,288	$ 3,253,086
Accrued interest	330,422	151,047
Debt discount	0	0
Convertible notes payable	3,262,710	3,404,133
10% OID Convertible Promissory Notes
Principal	2,362,306	2,982,299
Accrued interest	300,977	135,780
Debt discount	0	0
Convertible notes payable	2,663,283	3,118,079
7% Convertible note ($850,000)
Principal	270,787	270,787
Accrued interest	29,445	15,267
Debt discount	0	0
Convertible notes payable	300,232	$ 286,054
Secured Advance Note
Principal	299,195
Accrued interest	0
Debt discount	0
Convertible notes payable	$ 299,195

12. DERIVATIVE LIABILITY (Detai

12. DERIVATIVE LIABILITY (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Derivative instruments	$ 0	$ 0
Total	0	0
Level 1
Derivative instruments	0	0
Total	0	0
Level 2
Derivative instruments	0	0
Total	0	0
Level 3
Derivative instruments	1,434,074	1,795,747
Total	$ 1,434,074	$ 1,795,747

14. EQUITY (Details)

14. EQUITY (Details) - Warrant [Member]	9 Months Ended
	Sep. 30, 2019$ / sharesshares
Shares
Outstanding, beginning of period | shares	902,825,146
Issued | shares	0
Exercised | shares	0
Forfeited | shares	(540,000,000)
Expired | shares	0
Outstanding, end of period | shares	362,825,146
Exercisable, end of period | shares	346,825,146
Weighted Average Exercise Price
Outstanding, beginning of period | $ / shares	$ .029
Issued | $ / shares	.000
Exercised | $ / shares	.000
Forfeited | $ / shares	(.033)
Expired | $ / shares	.000
Outstanding, end of period | $ / shares	0.023
Exercisable, end of period | $ / shares	$ 0.022

14. EQUITY (Details 1)

14. EQUITY (Details 1) - $ / shares	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Weighted average remaining life	3 years 7 months 13 days
Warrant 1 [Member]
Shares outstanding	55,000,000
Weighted average remaining life	6 years 10 months 28 days
Weighted average exercise price outstanding	$ 0.01
Shares exercisable	55,000,000
Weighted average exercise price exercisable	$ 0.01
Warrant 2 [Member]
Shares outstanding	48,000,000
Weighted average remaining life	5 years
Weighted average exercise price outstanding	$ 0.012
Shares exercisable	32,000,000
Weighted average exercise price exercisable	$ 0.012
Warrant 3 [Member]
Shares outstanding	48,687,862
Weighted average remaining life	3 years 3 months 29 days
Weighted average exercise price outstanding	$ 0.05
Shares exercisable	48,687,862
Weighted average exercise price exercisable	$ 0.05
Warrant 4 [Member]
Shares outstanding	211,137,284
Weighted average remaining life	2 years 25 days
Weighted average exercise price outstanding	$ 0.021
Shares exercisable	211,137,284
Weighted average exercise price exercisable	$ 0.021
Warrant [Member]
Shares outstanding	362,825,146	902,825,146
Weighted average remaining life	3 years 18 days
Weighted average exercise price outstanding	$ 0.023	$ .029
Shares exercisable	346,825,146
Weighted average exercise price exercisable	$ 0.022

14. EQUITY (Details 2)

14. EQUITY (Details 2) - Warrant [Member]	9 Months Ended
	Sep. 30, 2019
Dividend yield	0.00%
Minimum
Expected life	1 year
Expected volatility	70.00%
Risk free interest rate	0.78%
Maximum
Expected life	5 years
Expected volatility	200.00%
Risk free interest rate	2.60%

14. EQUITY (Details Narrative)

14. EQUITY (Details Narrative)	Sep. 30, 2019USD ($)
Warrant [Member]
Warrant intrinsic value	$ 0

15. STOCK OPTIONS (Details)

15. STOCK OPTIONS (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Aggregate Intrinsic Value
Exercised		$ 6,000
Outstanding, end of period	$ 0
Stock Options
Shares
Outstanding, beginning of period	100,000,000
Granted	3,500,000
Exercised	(3,916,667)
Forfeitures	(17,083,333)
Outstanding, end of period	82,500,000	100,000,000
Weighted Average Exercise Price
Outstanding, beginning of period	$ 0.0094
Granted	0.0080
Exercised	(0.0060)
Forfeitures	(0.0076)
Outstanding, end of period	$ 0.0099	$ 0.0094
Aggregate Intrinsic Value
Outstanding, beginning of period	$ 940,000
Granted	$ 34,000
Exercised	$ (23,500)
Forfeitures	$ (130,500)
Outstanding, end of period	$ 820,000	$ 940,000

15. STOCK OPTIONS (Details 1)

15. STOCK OPTIONS (Details 1) - $ / shares	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Weighted average remaining life in years	3 years 7 months 13 days
Price 0.006
Outstanding	12,000,000
Weighted average remaining life in years	3 years 3 months
Weighted average exercise price outstanding	$ 0.0060
Exerciseable	8,000,000
Weighted average exercise price exercisable	$ 0.006
Price 0.007
Outstanding	10,000,000
Weighted average remaining life in years	3 years 3 months
Weighted average exercise price outstanding	$ 0.0070
Exerciseable	6,666,667
Weighted average exercise price exercisable	$ 0.007
Price 0.008-0.009
Outstanding	2,500,000
Weighted average remaining life in years	1 year 3 months 18 days
Exerciseable	1,583,333
Weighted average exercise price exercisable	$ 0.008
Price 0.008-0.009 | Minimum
Weighted average exercise price outstanding	.0080
Price 0.008-0.009 | Maximum
Weighted average exercise price outstanding	$ .0090
Price 0.010
Outstanding	20,000,000
Weighted average remaining life in years	3 years 1 month 10 days
Weighted average exercise price outstanding	$ 0.0100
Exerciseable	15,833,333
Weighted average exercise price exercisable	$ 0.01
Price 0.012
Outstanding	38,000,000
Weighted average remaining life in years	4 years 3 months
Weighted average exercise price outstanding	$ 0.0120
Exerciseable	12,666,667
Weighted average exercise price exercisable	$ 0.012
Stock Options
Outstanding	82,500,000	100,000,000
Weighted average remaining life in years	3 years 7 months 13 days
Weighted average exercise price outstanding	$ 0.0099	$ 0.0094
Exerciseable	44,750,000
Weighted average exercise price exercisable	$ 0.009

15. STOCK OPTIONS (Details 2)

15. STOCK OPTIONS (Details 2) - Stock Options	9 Months Ended
	Sep. 30, 2019
Dividend yield	0.00%
Minimum
Expected life	1 year
Expected volatility	70.00%
Risk free interest rate	0.78%
Maximum
Expected life	5 years
Expected volatility	200.00%
Risk free interest rate	2.60%

15. STOCK OPTIONS (Details Narr

15. STOCK OPTIONS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Total unrecognized costs related to employee granted stock options	$ 96,268
Weighted average remaining life in years	3 years 7 months 13 days
Intrinsic value	$ 0
2017 Stock Incentive Plan
Compensation expense related to Stock Incentive Plan	$ 48,693	$ 29,619