FBEC Worldwide (FBEC) 10-Q 5 Feb 18 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Feb. 02, 2018
Document And Entity Information
Entity Registrant Name	FBEC Worldwide Inc.
Entity Central Index Key	1,311,735
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		3,582,383,902
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

Consolidated Balance Sheet (Una

Consolidated Balance Sheet (Unaudited) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash	$ 741	$ 63,199
Accounts receivable	335	170
Inventories	34,358	0
Total Current Assets	35,434	63,369
Property, plant and equipment, net	837	837
Intangible assets	50,000	50,000
Total Assets	86,271	114,206
Current liabilities:
Accounts payable	63,706	54,350
Accrued expenses	261,423	229,505
Convertible notes payable, net	555,773	968,456
Derivative liabilities	939,321	1,280,733
Total current liabilities	1,820,223	2,533,044
Total liabilities	1,820,223	2,533,044
Stockholders' equity:
Preferred stock - par value $0.001; 20,000,000 shares authorized; 1,000 shares issued and outstanding	1	1
Common stock - par value $0.001; 7,000,000,000 shares authorized; 3,582,383,902 and 138,889,083 shares issued and outstanding, respectively	3,582,384	138,889
Additional paid-in capital	2,671,119	3,584,011
Retained earnings	(7,987,456)	(6,141,739)
Total stockholders' deficit	(1,733,952)	(2,418,838)
Total liabilities and stockholders' deficit	$ 86,271	$ 114,206

Consolidated Balance Sheet (Un3

Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000
Common stock, par value	$ .001	$ .001
Common stock, shares authorized	7,000,000,000	7,000,000,000
Common stock, shares issued	3,582,383,902	138,889,083
Common stock, shares outstanding	3,582,383,902	138,889,083

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Net revenues:
Net revenue	$ 443	$ 170	$ 964	$ 1,529
Total net revenues	443	170	964	1,529
Cost of Goods Sold	171	133	501	1,136
Gross Income	272	37	463	393
Operating expenses:
General, selling and administrative expenses	36,662	94,167	258,753	486,508
Total operating expenses	36,663	94,167	258,753	486,508
Income (loss) from operations	(36,391)	(94,130)	(258,290)	(486,115)
Other income (expense)
Interest expense	(14,199)	(160,170)	(52,542)	(481,211)
Amortization of debt discount	(34,014)	0	(165,518)	0
Loss on debt settlement	0	0	(1,094,054)	0
Loss on note conversion penalties	(68,204)	0	(155,416)	0
Gain (loss) on derivative liability	(675,372)	95,947	(119,897)	831,685
Other expenses	0	0	0	(37,022)
Total other income (expense)	(791,789)	(64,223)	(1,587,427)	313,452
Income (loss) before income tax	(828,180)	(158,353)	(1,845,717)	(172,663)
Provision for income taxes	0	0	0	0
Net income (loss)	$ (828,180)	$ (158,353)	$ (1,845,717)	$ (172,663)
Basic income (loss) per share	$ 0	$ 0	$ 0	$ 0
Diluted income (loss) per share	$ 0	$ 0	$ 0	$ 0
Weighted average shares - Basic and Diluted	3,314,873,217	125,820,141	1,650,866,911	175,938,596

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,845,717)	$ (172,663)
Adjustments to reconcile net loss to net cash used in operating activities
(Gain) loss on derivative liabilities	119,897	(831,686)
Amortization debt discount	165,518	399,793
Loss on note penalties	155,416	0
Non-cash consulting	50,000	0
Loss on extinguishment of liabilities	1,094,054	37,022
Loss on debt converted into common stock	0	35,772
(Gain) loss on derivative expenses	0	238,759
Changes in operating assets and liabilities:
Accounts receivable	(164)	(170)
Inventory	(34,358)	(5,599)
Accounts payable and accrued expenses	106,896	89,327
Net cash used in operating activities	(188,458)	(209,445)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Equipment	0	(837)
Net cash flow used in investing activities	0	(837)
CASH FLOWS FROM FINANCING ACTIVITIES
Stock issued for interest	0	2,187
Proceeds from convertible notes payable	126,000	215,000
Repayment of debt	0	(50,000)
Net cash provided by financing activities	126,000	167,187
Net increase (decrease) in cash	(62,458)	(43,095)
Cash at beginning of year	63,199	45,309
Cash at end of period	741	2,214
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	0	0
Income taxes paid	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for conversion of debt	50,000	30,000
Resolution of derivative liabilities	0	50,000
Debt discount due to derivative liabilities	$ 163,295	$ 354,000

1. Basis of Presentation, Going

1. Basis of Presentation, Going Concern	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation, Going Concern	Interim Financial Reporting While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"). All adjustments are of a normal, recurring nature. Interim financial statements and the notes thereto do not contain all of the disclosures normally found in year-end audited financial statements and these Notes to Financial Statements are abbreviated and contain only certain disclosures related to the nine-month period ended September 30, 2017. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2016 as reported in the Form 10-K have been omitted. It is suggested that these interim financial statements be read in conjunction with our audited financial statements and related notes for the year ended December 31, 2016 included in our Form 10-K/A filed with the Securities Exchange Commission on July 28, 2017. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that can be expected for the period from January 1, 2017 through December 31, 2017. Inventory Inventories are valued at the lower of cost or net realizable value with cost using the first in first out method. All Company inventory are finished goods. Reclassification of Financial Statements The Balance Sheet at December 31, 2016 has been modified to conform to the 2017 presentation. Long term liabilities have been added to convertible notes and the debt discount has been subtracted. Derivative liabilities have been modified to reflect only its balance. There is no overall change to the total liabilities. Earnings Per Share We present both basic and diluted earnings per share (“EPS”) amounts in our financial reporting. Basic EPS excludes dilution and is computed by dividing income available to Common Stock holders by the weighted-average number of Common Stock outstanding for the period. Diluted EPS reflects the maximum potential dilution that could occur from our convertible debt. Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period. During the three months and the nine months ended September 30, 2017 and 2016, the shares underlying the outstanding convertible debt were excluded as their effect would have been anti-dilutive. Going Concern The accompanying unaudited consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern, which is dependent upon the Company's ability to establish itself as a profitable business. At September 30, 2017, the Company has an accumulated deficit of $7,987,456 and a working capital deficit of $1,784,789. These matters raise substantial doubt about the Company's ability to continue as a going concern. These unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties, nor do they include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. The Company’s ability to continue in business is dependent upon obtaining sufficient financing or attaining profitable operations. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations.

2. Stockholders' Deficit

2. Stockholders' Deficit	9 Months Ended
	Sep. 30, 2017
Equity [Abstract]
Stockholders' Deficit	The Company is authorized to issue up to 7,000,000,000 shares of common stock at $0.001 par value per share and 20,000,000 shares of preferred stock at $0.001 par value per share. As of September 30, 2017, and December 31, 2016, the Company had 3,582,383,902 and 138,889,083 shares of common stock plus 1,000 and 1,000 shares of Series A preferred stock issued and outstanding, respectively. During the three and nine months ended September 30, 2017, the Company issued 1,595,623,333 and 3,378,494,819 common shares with values of $84,062 and $476,227 for the conversion debt, interest and penalties, respectively. Certain shares were issued below par causing a reduction to paid in capital of $1,201,955 for the nine months ended September 30, 2017. Additionally, during the nine months ended September 30, 2017 the Company issued 65,000,000 common shares for a debt settlement with a value of $1,228,500.

3. Property and Equipment

3. Property and Equipment	9 Months Ended
	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and equipment are carried at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations when incurred, while additions and improvements are capitalized. The Company depreciates the costs of these assets over their estimated useful lives. When assets are retired or disposed, the asset's original cost and related accumulated depreciation are eliminated from accounts and any gain or loss is reflected in income. Depreciation and amortization are generally accounted for using the straight-line method over the estimated useful lives of the assets as follows: Office, protective and demonstration, and computer equipment 4 Years Manufacturing equipment 10 Years Leasehold improvements lease term Long-lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable.

4. Intangible Asset

4. Intangible Asset	9 Months Ended
	Sep. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Asset	In June 2015. the Company purchased a hemp-based drink formula for $50,000, paying $15,000 in cash and issuing a note for $35,000. The Company's intangible asset is a license to use a hemp-based formula. The asset is deemed to be of indefinite life and is reviewed annually for impairment.

5. Convertible Notes Payable

5. Convertible Notes Payable	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Convertible Notes Payable	At September 30, 2017 and December 31, 2016, convertible notes payable consisted of the following: September 30, 2017 December 31, 2016 Convertible notes payable $ 590,526 $ 1,054,865 Unamortized debt discounts (34,753 ) (86,409 ) Total $ 555,773 $ 968,456 The outstanding convertible notes bear interest ranging from 8% to 12% on all notes in default and three notes from inception, are due on demand and are convertible into common stock at variable rates based upon discounts to the market price of the common stock. The Company identified embedded derivatives related to the outstanding convertible notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the convertible notes and to adjust the fair value as of each subsequent balance sheet date. At September 30, 2017, the aggregate fair value of the outstanding derivative liabilities was determined to be $939,321. The fair value of the embedded derivatives was determined using the Black Scholes Option Pricing Model based on the following assumptions: The fair value of the outstanding embedded derivatives of $939,321 at September 30, 2017 was determined using the Black Scholes Option Pricing Model with the following assumptions: Dividend yield: -0-% Market price of common stock: $0.0002 Expected volatility: Maximum Risk free rate: 1.06% At September 30, 2017, the Company adjusted the recorded fair value of the derivative liability to market resulting in a non-cash, non-operating loss of $675,372 and $119,897 for the three and nine months ended September 30, 2017, respectively. The fair value of the outstanding embedded derivatives of $912,520 at September 30, 2016 was determined using the Black Scholes Option Pricing Model with the following assumptions: Dividend yield: -0-% Market price of common stock: $0.013 Expected volatility: Maximum Risk free rate: 0.36% At September 30, 2016, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of 95,947 and $831,685 for the three and nine months ended September 30, 2016. In January 2017, the Company entered into a convertible debt agreement with a principal amount of $53,000 with 8% interest per annum. This note is convertible at a 42% discount to the average of the three lowest intraday trading prices of the 10 days preceding the conversion request. This note becomes convertible at or after maturity (180 days). The default interest rate is 22% per annum. In February 2017, the Company entered into a convertible debt agreement with a principal amount of $33,000 with 12% interest per annum. This note is convertible at a 42% discount to the average of the three lowest intraday trading prices of the 10 days preceding the conversion request. This note becomes convertible at or after maturity (180 days). The default interest rate is 22% per annum. In February 2017, the Company entered into a convertible debt agreement with a principal amount of $200,000 with 12% interest per annum. The Company had received $40,000 as of the filing date. This note is convertible at a 42% discount to the average of the lowest intraday trading price of the 25 days preceding the conversion request. This note is payable one year from each tranche date. The lender may convert at any-time at its choice. The default interest rate is 22% per annum. In June 2017, the Company recorded a convertible promissory note for a non-cash commitment fee of $50,000 for a purchase agreement. The $50,000 was recorded as a non-cash consulting and included in the operating expenses in the three and six-month Statements of operations for the period ended June 30, 2017. Notes in default and included in Current Notes Payable were $590,526 at September 30, 2017. During the nine months ending September 30, 2017 certain conversions reflected default penalties due to our delinquency in reporting its financial information in a timely and other default provisions related to these notes payable resulting in a total of $155,416 of conversions expensed as loss on note conversion penalties in the Statements of Operations for the nine months ended September 30, 2017. We recorded an expense of $68,204 the same type of expense for the three months with the same period ending September 30, 2017.

6. Fair Value of Financial Inst

6. Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. Items recorded or measured at fair value on a recurring basis in the financial statements consisted of the following items as of September 30, 2017 and December 31, 2016: The derivative liabilities are measured at fair value using the Black Scholes Option Pricing Model including quoted market prices and estimated volatility factors based on historical prices for the Company’s common stock and are classified within Level 3 of the valuation hierarchy. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the nine months ended September 30, 2017: Derivative Liabilities Balance, December 31, 2016 $ 1,280,733 Additions 126,460 Conversions (347,975 ) Change in fair value (119,897 ) Balance, September 30, 2017 $ 939,321

7. Subsequent Events

7. Subsequent Events	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
7. Subsequent Events	On October 2, 2017, Power Up Lending Group, Ltd. (“Power Up”) filed a lawsuit against us alleging promissory note defaults, breach of contract for lost profits, breach of contract, and litigation expenses and violations of Section 10(b) and Rule 10(b)-5b of the Securities & Exchange Act of 1934 (Power Up Lending Group, Ltd. v. FBEC Worldwide, Inc., USDC, Eastern District of New York, Civil Action Nom CV- 17-5749). The Complaint seeks money damages for breach of contract and lost profits and reasonable attorney fees of $129,000. On November 19, 2017, we filed counterclaims against Power Up for criminal usury, violation of New York General Business Law 349 in connection with alleged misrepresentations by Power Up, unconscionably and interference with contract and business relationship. Our counterclaims seek an injunction from enforcing usurious loan agreements, more than $1,500,000 of damages and attorney fees. We believe the notes payable and accrued interest in our accounting, through the date of filing this report, is adequate to represent our liability. We intend to defend this suit vigorously and prevail. Subsequent events have been reviewed to the date of this report.

1. Basis of Presentation (Polic

1. Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Interim Financial Reporting	Interim Financial Reporting While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"). All adjustments are of a normal, recurring nature. Interim financial statements and the notes thereto do not contain all of the disclosures normally found in year-end audited financial statements and these Notes to Financial Statements are abbreviated and contain only certain disclosures related to the nine-month period ended September 30, 2017. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2016 as reported in the Form 10-K have been omitted. It is suggested that these interim financial statements be read in conjunction with our audited financial statements and related notes for the year ended December 31, 2016 included in our Form 10-K/A filed with the Securities Exchange Commission on July 28, 2017. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that can be expected for the period from January 1, 2017 through December 31, 2017.
Inventory	Inventory Inventories are valued at the lower of cost or net realizable value with cost using the first in first out method. All Company inventory are finished goods.
Reclassification of Financial Statements	Reclassification of Financial Statements The Balance Sheet at December 31, 2016 has been modified to conform to the 2017 presentation. Long term liabilities have been added to convertible notes and the debt discount has been subtracted. Derivative liabilities have been modified to reflect only its balance. There is no overall change to the total liabilities.
Earnings per Share	Earnings Per Share We present both basic and diluted earnings per share (“EPS”) amounts in our financial reporting. Basic EPS excludes dilution and is computed by dividing income available to Common Stock holders by the weighted-average number of Common Stock outstanding for the period. Diluted EPS reflects the maximum potential dilution that could occur from our convertible debt. Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period. During the three months and the nine months ended September 30, 2017 and 2016, the shares underlying the outstanding convertible debt were excluded as their effect would have been anti-dilutive.
Going Concern	Going Concern The accompanying unaudited consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern, which is dependent upon the Company's ability to establish itself as a profitable business. At September 30, 2017, the Company has an accumulated deficit of $7,987,456 and a working capital deficit of $1,784,789. These matters raise substantial doubt about the Company's ability to continue as a going concern. These unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties, nor do they include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. The Company’s ability to continue in business is dependent upon obtaining sufficient financing or attaining profitable operations. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations.

5. Convertible Notes Payable (T

5. Convertible Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Convertible notes payable	September 30, 2017 December 31, 2016 Convertible notes payable $ 590,526 $ 1,054,865 Unamortized debt discounts (34,753 ) (86,409 ) Total $ 555,773 $ 968,456

6. Fair Value of Financial In15

6. Fair Value of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Summary of changes of Level 3 financial liabilities	Balance, December 31, 2016 $ 1,280,733 Additions 126,460 Conversions (347,975 ) Change in fair value (119,897 ) Balance, September 30, 2017 $ 939,321

1. Basis of Presentation, Goi16

1. Basis of Presentation, Going Concern (Details Narrative) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (7,987,456)	$ (6,141,739)
Working capital	$ (1,784,789)

2. Stockholders' Deficit (Detai

2. Stockholders' Deficit (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017
Equity [Abstract]
Stock issued for conversion of debt, shares	1,595,623,333	3,378,494,819
Stock issued for conversion of debt, value	$ 84,062	$ 476,227
Reduction to additional paid in capital		$ (1,201,955)
Stock issued for debt settlement, shares		65,000,000
Stock issued for debt settlement, value		$ 1,228,500

3. Property and Equipment (Deta

3. Property and Equipment (Details Narrative)	9 Months Ended
	Sep. 30, 2017
Office Equipment [Member]
Property and equipment useful lives	4 years
Manufacturing Equipment [Member]
Property and equipment useful lives	10 years
Leasehold Improvements [Member]
Property and equipment useful lives	lease term

4. Intangible Asset (Details Na

4. Intangible Asset (Details Narrative)	Sep. 30, 2017USD ($)
Hemp-Based Drink Formula [Member]
Intangible asset	$ 50,000

5. Convertible Notes Payable (D

5. Convertible Notes Payable (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
Convertible notes payable	$ 590,526	$ 1,054,865
Unamortized debt discounts	(34,753)	(86,409)
Convertible notes payable, net	$ 555,773	$ 968,456

5. Convertible Notes Payable 21

5. Convertible Notes Payable (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Interest rate description			8% to 12%
Aggregate fair value of outstanding derivatives	$ 939,321		$ 939,321
Fair value of embedded derivative	915,520		915,520
Gain (loss) on fair value of derivative liability	(675,372)	$ 95,947	(119,897)	$ 831,685
Non-cash consulting			50,000	0
Notes in default	590,526		590,526
Loss of conversion expense	68,204	$ 0	155,416	$ 0
Convertible Note Payable 1 [Member]
Debt face value	$ 53,000		$ 53,000
Debt issuance date			Jan. 15, 2017
Debt stated interest rate	8.00%		8.00%
Conversion rate			42.00%
Default interest rate	22.00%		22.00%
Convertible Note Payable 2 [Member]
Debt face value	$ 33,000		$ 33,000
Debt issuance date			Feb. 15, 2017
Debt stated interest rate	12.00%		12.00%
Conversion rate			42.00%
Default interest rate	22.00%		22.00%
Convertible Note Payable 3 [Member]
Debt face value	$ 200,000		$ 200,000
Debt issuance date			Feb. 15, 2017
Debt stated interest rate	12.00%		12.00%
Conversion rate			42.00%
Default interest rate	22.00%		22.00%
Promissory note [Member]
Non-cash consulting			$ 50,000

6. Fair Value of Financial In22

6. Fair Value of Financial Instruments (Details - Level 3) - Fair Value, Measurements, Recurring [Member] - Fair Value, Inputs, Level 3 [Member]	9 Months Ended
	Sep. 30, 2017USD ($)
Derivative liability, beginning balance	$ 1,280,733
Additions	126,460
Conversions	(347,975)
Change in fair value	(119,897)
Derivative liability, ending balance	$ 939,321