Digital Locations (DLOC) 10-Q 15 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 15, 2019
Document And Entity Information
Entity Registrant Name	DIGITAL LOCATIONS, INC.
Entity Central Index Key	0001407878
Document Type	10-Q
Document Period End Date	Mar. 31, 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 Common Stock, Shares Outstanding		46,675,923
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex-Transition Period	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 7,984	$ 56,414
Accounts receivable	26,146	3,434
Prepaid expenses	31,233	5,635
Total current assets	65,363	65,483
Property and equipment, net	4,531	5,193
Intangible assets, net	116,667	122,917
Operating lease right to use	15,790
Total assets	202,351	193,593
Current liabilities:
Accounts payable	228,987	191,312
Accrued expenses and other current liabilities	4,178	19,132
Accrued interest, notes payable	398,878	342,752
Deferred revenue	24,610	25,718
Operating lease liability, current portion	10,912
Derivative liabilities	7,321,450	10,363,105
Convertible note payable, in default	29,500	29,500
Convertible notes payable - related parties ($25,980 in default)	58,600	58,600
Convertible notes payable, net of discount of $377,161 and $341,206, respectively	1,999,724	1,836,964
Total current liabilities	10,076,839	12,867,083
Operating lease liability, long-term portion	4,878
Total liabilities	10,081,717	12,867,083
Stockholders' deficit:
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 42,726,200 and 40,750,040 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	42,726	40,750
Additional paid-in capital	25,502,272	25,492,975
Accumulated deficit	(35,424,416)	(38,207,267)
Total stockholders' deficit	(9,879,366)	(12,673,490)
Total liabilities and stockholders' deficit	202,351	193,593
Preferred Stock Series B [Member]
Stockholders' deficit:
Preferred stock	16	16
Preferred Stock Series C [Member]
Stockholders' deficit:
Preferred stock	$ 36	$ 36

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current liabilities:
Convertible notes payable - related parties in default	$ 25,980	$ 25,980
Convertible notes payable, net of discount	$ 377,161	$ 341,206
Stockholders' deficit:
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	20,000,000	20,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized shares	2,000,000,000	2,000,000,000
Common stock, issued shares	42,726,200	40,750,040
Common stock, outstanding shares	42,726,200	40,750,040
Preferred Stock Series B [Member]
Stockholders' deficit:
Preferred stock, issued shares	16,155	16,155
Preferred stock, outstanding shares	16,155	16,155
Preferred Stock Series C [Member]
Stockholders' deficit:
Preferred stock, issued shares	36,000	36,000
Preferred stock, outstanding shares	36,000	36,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues:
Services income	$ 131,199
Software sales	1,325
Total revenues	132,524
Operating expenses:
General and administrative	344,381	223,059
Depreciation and amortization	6,912	337
Total operating expenses	351,293	223,396
Loss from operations	(218,769)	(223,396)
Other income (expense):
Interest expense	(223,726)	(250,909)
Gain on change in derivative liabilities	3,225,346	2,146,358
Total other income (expense)	3,001,620	1,895,449
Income before income taxes	2,782,851	1,672,053
Provision for income taxes
Net income	$ 2,782,851	$ 1,672,053
Net income per common share:
Basic	$ 0.07	$ 0.04
Diluted	$ 0	$ 0
Weighted average number of shares outstanding:
Basic	41,342,888	38,776,436
Diluted	1,341,085,509	951,711,590

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Stockholders’ Deficit (Unaudited) - USD ($)	Series A Preferred Stock	Series B Preferred Stock [Member]	Series C Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital	Accumulated Deficit	Total
Stockholders' Equity, beginning of period, Shares at Dec. 31, 2017	1,000	16,155		38,776,436
Stockholders' Equity, beginning of period, Amount at Dec. 31, 2017	$ 1	$ 16		$ 38,776	$ 20,537,950	$ (30,038,453)	$ (9,461,710)
Redeem Series A preferred shares, Shares	(1,000)
Redeem Series A preferred shares, Amount	$ (1)				1
Net income						1,672,053	1,672,053
Stockholders' Equity, end of period, Shares at Mar. 31, 2018		16,155		38,776,436
Stockholders' Equity, end of period, Amount at Mar. 31, 2018		$ 16		$ 38,776	20,537,951	(28,366,400)	(7,789,657)
Stockholders' Equity, beginning of period, Shares at Dec. 31, 2018		16,155	36,000	40,750,040
Stockholders' Equity, beginning of period, Amount at Dec. 31, 2018		$ 16	$ 36	$ 40,750	25,492,975	(38,207,267)	(12,673,490)
Issuance of common stock for conversion of notes payable and accrued interest payable, Shares				1,976,160
Issuance of common stock for conversion of notes payable and accrued interest payable, Amount				$ 1,976	9,297		11,273
Net income						2,782,851	2,782,851
Stockholders' Equity, end of period, Shares at Mar. 31, 2019		16,155	36,000	42,726,200
Stockholders' Equity, end of period, Amount at Mar. 31, 2019		$ 16	$ 36	$ 42,726	$ 25,502,272	$ (35,424,416)	$ (9,879,366)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net income	$ 2,782,851	$ 1,672,053
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	6,912	337
Amortization of debt discount to interest expense	165,045	210,262
Gain on change in derivative liabilities	(3,225,346)	(2,146,358)
Changes in assets and liabilities:
Increase in accounts receivable	(22,712)
Increase in prepaid expenses	(25,598)	(20,090)
Accounts payable	37,675	39,446
Accrued expenses	(14,954)	(263)
Accrued interest, notes payable	56,805	40,648
Decrease in deferred revenue	(1,108)
Net cash used in operating activities	(240,430)	(203,965)
Cash flows from investing activities:
Cash flows from financing activities:
Proceeds from convertible notes payable	192,000	191,500
Net cash provided by financing activities	192,000	191,500
Net decrease in cash	(48,430)	(12,465)
Cash, beginning of period	56,414	23,461
Cash, end of period	7,984	10,996
Supplemental Disclosure:
Cash paid for income taxes
Cash paid for interest	1,876
Non-cash financing and investing activities:
Debt discount for derivative liabilities	192,000	191,500
Common shares issued in conversion of debt	11,273
Redemption of Series A preferred stock		1
Increase in other assets and operating lease liability	$ 18,352

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
1. ORGANIZATION AND BASIS OF PRESENTATION	Organization Digital Locations, Inc. (the “Company”) was incorporated in the State of Nevada on August 25, 2006 as Zingerang, Inc. On April 2, 2007, the Company changed its name to Carbon Sciences, Inc. and on November 14, 2017, the Company changed its name to Digital Locations, Inc. On November 30, 2018, the Company entered into an Agreement and Plan of Merger ( the “Merger”) pursuant to which EllisLab, Inc., an S Corporation owned 100% by Rick Ellis that builds software for web professionals and provides related support services, merged with and into EllisLab Corp., a newly-formed subsidiary of the Company. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. For further information refer to the financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2018. Going Concern The accompanying financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. As of March 31, 2019, our current liabilities exceeded our current assets by $10,011,476 and we had a total stockholders’ deficit of $9,879,366. In addition, prior to the Merger in November 2018, the Company did not generate any revenue, and has reported negative cash flows from operations since inception. The Company currently does not have the cash resources to meet its operating commitments for the next twelve months and expects to have ongoing requirements for capital investment to implement its business plan. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern for a reasonable period of time. The ability of the Company to continue as a going concern is dependent upon, among other things, raising additional capital. The Company has obtained operating funds primarily from the issuance of convertible debt. Management believes this funding will continue and will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the development of the recently acquired EllisLab business. There can be no assurance, however, that the Company will be successful in accomplishing its objectives. Without such additional capital we may be required to cease operations. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	The significant accounting policies of the Company are disclosed in Note 2 to the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2019. The following summary of significant accounting policies of the Company is presented to assist in understanding the Company’s interim financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment and intangible assets, operating lease obligations, impairment of assets, the deferred tax valuation allowance, the fair value of stock options and derivative liabilities. Actual results could differ from those estimates. Consolidation The accompanying consolidated financial statements include the accounts of the Company and, effective December 1, 2018, the accounts of EllisLab Corp., its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Property and Equipment The Company’s property and equipment is stated at cost, and is depreciated using the straight-line method over the estimated useful life of the related asset as follows: Computer equipment 3-5 years Office furniture and equipment 7 years Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. The Company assesses the recoverability of property and equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management. Intangible Assets Intangible assets consist primarily of intellectual property, customer base, trade-names/marks and non-compete agreements acquired in the Merger, which are amortized on a straight-line basis over their estimated useful lives of 5 years. Intangible assets are reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Derivative Liabilities We have identified the conversion features of our convertible notes payable and Series B preferred stock and certain stock options as derivatives. Where the number of warrants or common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional warrants and convertible debt and equity are included in the value of the derivatives. We estimate the fair value of the derivatives using the Black-Scholes pricing model and a multinomial lattice model based on projections of various potential future outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. Fair Value of Financial Instruments Disclosures about fair value of financial instruments, require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2019 and December 31, 2018, the Company believes the amounts reported for cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses and other current liabilities, accrued interest - notes payable, deferred revenue, and convertible notes payable approximate fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASC”) Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Liabilities measured at fair value on a recurring basis are as follows at March 31, 2019 and December 31, 2018: Total Level 1 Level 2 Level 3 March 31, 2019: Derivative liabilities $ 7,321,450 $ - $ - $ 7,321,450 Total liabilities measured at fair value $ 7,321,450 $ - $ - $ 7,321,450 December 31, 2018: Derivative liabilities $ 10,363,105 $ - $ - $ 10,363,105 Total liabilities measured at fair value $ 10,363,105 $ - $ - $ 10,363,105 During the three months ended March 31, 2019, the Company had the following activity in its derivative liabilities account: Convertible Notes Payable Series B Preferred Stock Stock Options Total Derivative liabilities at December 31, 2018 $ 7,809,054 $ 2,339,898 $ 214,153 $ 10,363,105 Addition to liabilities for new debt/shares issued 192,000 - - 192,000 Elimination of liabilities for debt conversions (8,309 ) - - (8,309 ) Change in fair value (3,235,813 ) 16,409 (5,942 ) (3,225,346 ) Derivative liabilities at March 31, 2019 $ 4,756,932 $ 2,356,307 $ 208,211 $ 7,321,450 Revenue Recognition On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, “Revenue Recognition” (Topic 605). The Company had no operating revenues prior to the Merger. Effective December 1, 2018, the Company’s revenues are derived primarily from the sale of monthly and annual tech support subscriptions and partnership fees, and from software applications that customers purchase via the Company’s online store. Sales are processed using a real-time payment processing company. Revenue from product sales is recorded net of processing costs. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when, or as, we satisfy a performance obligation. Amounts collected from customers for support subscriptions and partnership fees with a contract life of one month or greater are recorded as deferred revenue and recognized over the life of the contract. Income (Loss) per Share Basic net income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock, using the treasury stock method and the average market price per share during the period, and shares issuable upon exercise of convertible notes payable and convertible preferred stock. Basic weighted average number common shares outstanding are reconciled to diluted weighted average number of common shares outstanding as follows: Three Months Ended March 31, 2019 2018 Basic weighted average number of shares 41,342,888 38,776,436 Dilutive effect of: Stock options 106,060,606 - Series B preferred stock 359,000,000 359,000,000 Convertible notes payable 834,682,015 553,935,154 Diluted weighted average number of shares 1,341,085,509 951,711,590 Operating Lease On September 5, 2017, we entered into an operating sublease for office space. The base rent for the sublease is $1,000 per month for a period of one year and month-to-month thereafter. On January 1, 2019, we adopted Financial Accounting Standards Board (“FASB”) ASC 842, “Leases.” ASC 842 requires recognition of assets and liabilities for the rights and obligations created by leases and new disclosures about leases. We adopted ASC 842 using the optional modified retrospective transition method. Under this transition method, we did not recast the prior period financial statements presented. The adoption of ASC 842 resulted in the measurement and recognition of an operating lease liability and corresponding right-of use asset (included in other assets) in the amount of $18,352 as of January 1, 2019. The operating lease liability was measured as the present value of assumed remaining lease payments using an estimated incremental borrowing rate. We amortize the right-of-use asset over the term of the lease. Recently Issued Accounting Pronouncements There were no new accounting pronouncements issued by the FASB during the three months ended March 31, 2019 and through the date of filing of this report that the Company believes will have a material impact on its financial statements. Reclassifications Certain amounts in the condensed financial statements for the three months ended March 31, 2018 have been reclassified to conform to the presentation for the three months ended March 31, 2019.

MERGER

MERGER	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
3. MERGER	On November 30, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the EllisLab, Inc., Rick Ellis (“Ellis”), and EllisLab Corp., a newly formed Nevada corporation and wholly owned subsidiary of the Company, pursuant to which EllisLab, Inc. merged with and into EllisLab Corp. (the “Merger”). Pursuant to the terms of the Merger Agreement, Ellis received 36,000 shares of the Company’s newly designated Series C Convertible Preferred, with a stated value of $100 per share, in exchange for the cancellation of all common shares of EllisLab, Inc. owned by Ellis, which shares represented 100% of the issued and outstanding capital stock of EllisLab, Inc. The separate legal existence of EllisLab, Inc. ceased, and EllisLab Corp. became the surviving company. Pursuant to the Merger Agreement, Ellis has agreed to a covenant not to compete for a period of 2 years following the effective date of the Merger (the “Non-Competition Period”). Ellis further agreed that during the Non-Competition Period, he will not directly or indirectly solicit or agree to service for his benefit or the benefit of any third-party, any of the Company’s, Digital Locations, or EllisLab Corp. customers. Pursuant to the Merger Agreement, during the period beginning on the effective date and ending on the 24 month anniversary thereof, Ellis will not directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell, or otherwise transfer or dispose of, any portion of the Series C preferred shares, or any shares of the Company’s common stock underlying the preferred shares, beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934. Each of the parties to the Merger Agreement has made customary representations and warranties in the Merger Agreement. On November 30, 2018, in connection with and pursuant to the Merger Agreement, the Company entered into a Nonstatutory Stock Option Agreement (the “Option Agreement”) with Derek Jones (“Jones”), whereby the Company issued to Jones an option to purchase 100,000,000 shares of the Common stock of the Company, at an exercise price of $0.005, in exchange for his surrender of an option to purchase 10% of the shares of outstanding common stock of EllisLab, Inc. The option is vested but may not be exercised for 2 years from the date of the Merger. The option contains a blocker that prevents Jones from exercising the Option if such exercise would result in beneficial ownership of more than 4.99% of the outstanding shares of the Company’s stock, without at least 61 days of prior notice. Under the Option, Jones is also subject to the Rule 144 restrictions of an affiliate. The acquisition of EllisLab, Inc. in the Merger has been accounted for as a purchase, and the accounts of EllisLab Corp. are consolidated with those of the Company as of December 1, 2018. The Company engaged an independent valuation firm to estimate the value of the consideration paid by the Company in the Merger, consisting of the issuance of 36,000 shares of the Company’s $0.001 par value Series C Preferred Stock to Ellis, valued at $4,345,866, and 100,000,000 stock options to purchase common shares of the Company to Jones, valued at $599,998. Based on the report of the independent valuation firm, the total value of the consideration paid of $4,945,864 has been allocated as follows: Cash $ 35,822 Accounts receivable 22,235 Property and equipment, net 4,271 Accounts payable (74,680 ) Accrued expenses (14,176 ) Deferred revenue (27,037 ) Loans payable (60,000 ) Net liabilities (113,565 ) Intangible assets: Intellectual property 37,000 Customer base 79,000 Trade-name/marks 8,000 Non-compete agreements 1,000 Goodwill 4,934,429 Total $ 4,945,864 At December 31, 2018, the Company reviewed the goodwill recorded in the Merger and determined that an impairment expense of $4,934,429 was required.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
4. PROPERTY AND EQUIPMENT	Property and equipment consisted of the following: March 31, 2019 December 31, 2018 Computer equipment $ 49,605 $ 49,605 Office furniture and equipment 8,751 8,751 Total 58,356 58,356 Less accumulated depreciation (53,825 ) (53,163 ) Net $ 4,531 $ 5,193 Depreciation expense was $662 and $337 for the three months ended March 31, 2019 and 2018, respectively.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
5. INTANGIBLE ASSETS	Intangible assets were acquired in the Merger and consisted of the following March 31, 2019 December 31, 2018 Intellectual property $ 37,000 $ 37,000 Customer base 79,000 79,000 Trade-name/marks 8,000 8,000 Non-compete agreements 1,000 1,000 Total 125,000 125,000 Less accumulated amortization (8,333 ) (2,083 ) Net $ 116,667 $ 122,917 Amortization expense was $6,250 and $0 for the three months ended March 31, 2019 and 2018, respectively.

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
6. CONVERTIBLE NOTES PAYABLE	Convertible Promissory Note – Accounts Payable of $29,500 On March 14, 2013, we entered into an agreement to issue a 5% convertible promissory note in the principal amount of $29,500, which is convertible into shares of our common stock at a conversion price equal to the lesser of $1.50 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. The note, with a principal balance of $29,500 at March 31, 2019, matured two years from its effective date, or March 14, 2015, and is currently in default. Convertible Promissory Notes – Related Parties of $58,600 On December 31, 2012, we issued 5% convertible promissory notes to two employees in exchange for services rendered in the aggregate amount of $58,600. The notes are convertible into shares of our common stock at a conversion price equal to the lesser of $2.00 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. We recorded a total debt discount of $57,050 related to the conversion feature of the notes, which has been fully amortized to interest expense, along with a derivative liability at inception. One of the notes with a principal balance of $25,980 at March 31, 2019, matured on December 31, 2014 and is currently in default. The maturity date of a second note with a principal balance of $32,620 at March 31, 2019 has been extended to December 31, 2019. Convertible Promissory Note – $5,000 Exchanged Note On September 6, 2013, we exchanged a $5,000 promissory note for a 10% convertible promissory note in the aggregate principal amount of $5,000. The note was convertible into shares of our common stock at a price equal to a conversion price of the lesser of $0.042 per share or fifty percent (50%) of the lowest trade price recorded after the effective date. We recorded a debt discount of $2,536, which has been fully amortized to interest expense, along with a derivative liability at inception. In February 2017, we issued the lender 1,496,499 shares of our common stock in consideration for the conversion of principal of $5,000 and accrued interest of $1,734. March 2016 Convertible Promissory Note – $1,000,000 On March 4, 2016, we entered into an agreement to issue a 10% convertible promissory note in the aggregate principal amount of up to $1,000,000 (the “March 2016 $1,000,000 CPN”). The lender may advance the Company consideration for the note in such amounts as the lender may choose in its sole discretion. The note is convertible into shares of our common stock at a price per share equal to the lesser of: $0.03; 50% of the lowest trade price of our common stock subsequent to the effective date of the note; or the lowest effective price per share granted to any person or entity (exclusive of our officers and directors) to acquire common stock subsequent to the effective date of the note. The note initially matured, with respect to each advance, one year from the effective date of each advance. Subsequently, the lender extended the maturity date, with the note payable upon demand, but in no event later than 60 months from March 4, 2016. On March 14, 2016, we received proceeds of $27,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $27,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. In March 2019, we issued the lender 1,976,160 shares of our common stock in consideration for the conversion of principal of $2,285 and accrued interest of $679, resulting in a principal balance of $17,385 at March 31, 2019. On March 17, 2016, we received proceeds of $33,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $33,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On April 11, 2016, we received proceeds of $90,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $90,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On May 20, 2016, we received proceeds of $60,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $60,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On June 22, 2016, we received proceeds of $50,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $50,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On July 6, 2016, we received proceeds of $87,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $87,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On August 8, 2016, we received proceeds of $60,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $60,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On September 13, 2016, we received proceeds of $55,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $55,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On October 17, 2016, we received proceeds of $55,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $55,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On November 8, 2016, we received proceeds of $55,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $55,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On December 6, 2016, we received proceeds of $60,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $60,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On January 10, 2017, we received proceeds of $60,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $60,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On February 13, 2017, we received proceeds of $60,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $60,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On March 9, 2017, we received proceeds of $60,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $60,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On April 12, 2017, we received proceeds of $95,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $95,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On May 8, 2017, we received proceeds of $60,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $60,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. June 2017 Convertible Promissory Note – $500,000 On June 2, 2017, we entered into an agreement to issue a 10% convertible promissory note in the aggregate principal amount of up to $500,000 (the “June 2017 $500,000 CPN”). The lender may advance the Company consideration for the note in such amounts as the lender may choose in its sole discretion. The note is convertible into shares of our common stock at a price per share equal to the lesser of: $0.03; 50% of the lowest trade price of our common stock subsequent to the effective date of the note; or the lowest effective price per share granted to any person or entity (exclusive of our officers and directors) to acquire common stock subsequent to the effective date of the note. The note initially matured, with respect to each advance, one year from the effective date of each advance. Subsequently, the lender extended the maturity date, with the note payable upon demand, but in no event later than 60 months from June 2, 2017. On June 2, 2017, we received proceeds of $60,000 pursuant to the June 2017 $500,000 CPN. We recorded a debt discount of $60,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On July 10, 2017, we received proceeds of $80,000 pursuant to the June 2017 $500,000 CPN. We recorded a debt discount of $80,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On August 11, 2017, we received proceeds of $80,000 pursuant to the June 2017 $500,000 CPN. We recorded a debt discount of $80,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On September 12, 2017, we received proceeds of $85,000 pursuant to the June 2017 $500,000 CPN. We recorded a debt discount of $85,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On October 13, 2017, we received proceeds of $80,000 pursuant to the June 2017 $500,000 CPN. We recorded a debt discount of $80,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On November 8, 2017, we received proceeds of $75,000 pursuant to the June 2017 $500,000 CPN. We recorded a debt discount of $75,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. December 2017 Convertible Promissory Note – $500,000 On December 14, 2017, we entered into an agreement to issue a 10% convertible promissory note in the aggregate principal amount of up to $500,000 (the “December 2017 $500,000 CPN”). The lender may advance the Company consideration for the note in such amounts as the lender may choose in its sole discretion. The note is convertible into shares of our common stock at a price per share equal to the lesser of: $0.03; 50% of the lowest trade price of our common stock subsequent to the effective date of the note; or the lowest effective price per share granted to any person or entity (exclusive of our officers and directors) to acquire common stock subsequent to the effective date of the note. The note initially matured, with respect to each advance, one year from the effective date of each advance. Subsequently, the lender extended the maturity date, with the note payable upon demand, but in no event later than 60 months from December 14, 2017. On December 14, 2017, we received proceeds of $60,000 pursuant to the December 2017 $500,000 CPN. We recorded a debt discount of $60,000 related to the conversion feature of the note, along with a derivative liability at inception. The debt discount has been fully amortized to interest expense. On January 11, 2018, we received proceeds of $70,000 pursuant to the December 2017 $500,000 CPN. We recorded a debt discount of $70,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $2,110 and the debt discount has been fully amortized to interest expense. On February 7, 2018, we received proceeds of $60,000 pursuant to the December 2017 $500,000 CPN. We recorded a debt discount of $60,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $6,247 and the debt discount has been fully amortized to interest expense. On March 8, 2018, we received proceeds of $55,000 pursuant to the December 2017 $500,000 CPN. We recorded a debt discount of $55,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $10,096 and the debt discount has been fully amortized to interest expense. On March 14, 2018, we received proceeds of $6,500 pursuant to the December 2017 $500,000 CPN. We recorded a debt discount of $6,500 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $1,300 and the debt discount has been fully amortized to interest expense. On April 9, 2018, we received proceeds of $77,000 pursuant to the December 2017 $500,000 CPN. We recorded a debt discount of $77,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $18,986, resulting in a remaining debt discount of $1,899 as of March 31, 2019. On May 7, 2018, we received proceeds of $60,000 pursuant to the December 2017 $500,000 CPN. We recorded a debt discount of $60,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $14,795, resulting in a remaining debt discount of $6,082 as of March 31, 2019. On June 7, 2018, we received proceeds of $52,000 pursuant to the December 2017 $500,000 CPN. We recorded a debt discount of $52,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $12,822, resulting in a remaining debt discount of $9,688 as of March 31, 2019. On July 10, 2018, we received proceeds of $35,000 pursuant to the December 2017 $500,000 CPN. We recorded a debt discount of $35,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $8,630, resulting in a remaining debt discount of $9,685 as of March 31, 2019. On August 16, 2018, we received proceeds of $24,500 pursuant to the December 2017 $500,000 CPN. We recorded a debt discount of $24,500 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $6,041, resulting in a remaining debt discount of $9,263 as of March 31, 2019. August 2018 Convertible Promissory Note – $500,000 On August 17, 2018, we entered into an agreement to issue a 10% convertible promissory note in the aggregate principal amount of up to $500,000 (the “August 2018 $500,000 CPN”). The lender may advance the Company consideration for the note in such amounts as the lender may choose in its sole discretion. The note is convertible into shares of our common stock at a price per share equal to the lesser of: $0.01; 50% of the lowest trade price of our common stock subsequent to the effective date of the note; or the lowest effective price per share granted to any person or entity (exclusive of our officers and directors) to acquire common stock subsequent to the effective date of the note. The note matures, with respect to each advance, one year from the effective date of each advance. On August 17, 2018, we received proceeds of $10,500 pursuant to the August 2018 $500,000 CPN. We recorded a debt discount of $10,500 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $2,589, resulting in a remaining debt discount of $3,999 as of March 31, 2019. On September 13, 2018, we received proceeds of $30,000 pursuant to the August 2018 $500,000 CPN. We recorded a debt discount of $30,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $7,397, resulting in a remaining debt discount of $13,644 as of March 31, 2019. On October 8, 2018, we received proceeds of $25,000 pursuant to the August 2018 $500,000 CPN. We recorded a debt discount of $25,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $6,165, resulting in a remaining debt discount of $13,082 as of March 31, 2019. On October 26, 2018, we received proceeds of $12,000 pursuant to the August 2018 $500,000 CPN. We recorded a debt discount of $12,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $2,959, resulting in a remaining debt discount of $6,871 as of March 31, 2019. On November 5, 2018, we received proceeds of $25,000 pursuant to the August 2018 $500,000 CPN. We recorded a debt discount of $25,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $6,164, resulting in a remaining debt discount of $15,000 as of March 31, 2019. On November 28, 2018, we received proceeds of $30,000 pursuant to the August 2018 $500,000 CPN. We recorded a debt discount of $30,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $7,397, resulting in a remaining debt discount of $19,891 as of March 31, 2019. On November 30, 2018, we received proceeds of $10,000 pursuant to the August 2018 $500,000 CPN. We recorded a debt discount of $10,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $2,466, resulting in a remaining debt discount of $6,685 as of March 31, 2019. On December 24, 2018, we received proceeds of $50,000 pursuant to the August 2018 $500,000 CPN. We recorded a debt discount of $50,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $12,329, resulting in a remaining debt discount of $36,712 as of March 31, 2019. On January 17, 2019, we received proceeds of $25,000 pursuant to the August 2018 $500,000 CPN. We recorded a debt discount of $25,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $5,000, resulting in a remaining debt discount of $20,000 as of March 31, 2019. On February 25, 2019, we received proceeds of $25,000 pursuant to the August 2018 $500,000 CPN. We recorded a debt discount of $25,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $2,329, resulting in a remaining debt discount of $22,671 as of March 31, 2019. On March 22, 2019, we received proceeds of $25,000 pursuant to the August 2018 $500,000 CPN. We recorded a debt discount of $25,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $615, resulting in a remaining debt discount of $24,385 as of March 31, 2019. On March 26, 2019, we received proceeds of $15,000 pursuant to the August 2018 $500,000 CPN. We recorded a debt discount of $15,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $205, resulting in a remaining debt discount of $14,795 as of March 31, 2019. November 23, 2018 Convertible Promissory Note – $33,000 Effective November 23, 2018, the Company entered into an agreement to issue a 10% convertible note with an institutional investor in the principal amount of $33,000. The note matures November 23, 2019. The Company received proceeds of $30,000 after payment of $3,000 of the fees and expenses of the lender and its counsel. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 39% discount from the lowest trading price during the 15 days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at redemption premiums ranging from 20% to 45%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $33,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $8,137, resulting in a remaining debt discount of $21,427 as of March 31, 2019. December 5, 2018 Convertible Promissory Note – $33,000 Effective December 5, 2018, the Company entered into an agreement to issue a 10% convertible note with an institutional investor in the principal amount of $33,000. The note matures December 5, 2019. The Company received proceeds of $30,000 after payment of $3,000 of the fees and expenses of the lender and its counsel. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 39% discount from the lowest trading price during the 15 days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at redemption premiums ranging from 20% to 45%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $33,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $8,137, resulting in a remaining debt discount of $22,512 as of March 31, 2019. January 25, 2019 Convertible Promissory Note – $38,000 Effective January 25, 2019, the Company entered into an agreement to issue a 10% convertible note with an institutional investor in the principal amount of $38,000. The note matures January 25, 2020. The Company received proceeds of $35,000 after an original issue discount of $1,500 and payment of $1,500 in legal fees. The lender, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 39% discount from the lowest trading price during the 15 days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at redemption premiums ranging from 25% to 45%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $38,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $6,767, resulting in a remaining debt discount of $31,233 as of March 31, 2019. February 13, 2019 Convertible Promissory Note – $38,000 Effective February 13, 2019, the Company entered into an agreement to issue a 10% convertible note with an institutional investor in the principal amount of $38,000. The note matures February 13, 2020. The Company received proceeds of $35,000 after payment of $3,000 of the fees and expenses of the lender and its counsel. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 39% discount from the lowest trading price during the 15 days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at redemption premiums ranging from 20% to 45%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $38,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $4,789, resulting in a remaining debt discount of $33,211 as of March 31, 2019. March 25, 2019 Convertible Promissory Note – $35,000 Effective March 25, 2019, the Company entered into an agreement to issue a 10% convertible note with an institutional investor in the principal amount of $35,000. The note matures March 25, 2020. The Company received proceeds of $32,000 after payment of $3,000 of the fees and expenses of the lender and its counsel. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 39% discount from the lowest trading price during the 15 days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at redemption premiums ranging from 20% to 45%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $35,000 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2019, amortization of debt discount was recorded to interest expense in the amount of $574, resulting in a remaining debt discount of $34,426 as of March 31, 2019. Total accrued interest payable on notes payable was $398,878 and $342,752 as of March 31, 2019 and December 31, 2018, respectively.

CAPITAL STOCK

CAPITAL STOCK	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
7. CAPITAL STOCK	At March 31, 2019, the Company’s authorized stock consisted of 2,000,000,000 shares of common stock, with a par value of $0.001 per share. The Company is also authorized to issue 20,000,000 shares of preferred stock, with a par value of $0.001 per share. The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares. Series B Preferred Stock On March 2, 2016, the Company filed a Certificate of Designation for its Series B Preferred Stock (the “Series B Certificate”) with the Secretary of State of Nevada designating 30,000 shares of its authorized preferred stock as Series B Preferred Stock. The shares of Series B Preferred Stock have a par value of $0.001 per share. The total face value of this entire series is three million dollars ($3,000,000). Each share of Series B Preferred Stock has a stated face value of One Hundred Dollars ($100) (“Share Value”) and is convertible into shares of fully paid and non-assessable shares of common stock of the Company. As of March 31, 2019 and December 31, 2018, the Company had 16,155 shares of Series B Preferred Stock outstanding, with a face value of $1,615,500. These shares were issued in March 2016 for the redemption and cancellation of $1,615,362 of convertible promissory notes and $264,530 of accrued interest payable. The holders of outstanding shares of the Series B Preferred Stock (the “Series B Holders”) are entitled to receive dividends pari passu with the holders of Common Stock, except upon a liquidation, dissolution and winding up of the Company, in which case the Series B Preferred Stock has a preference. Such dividends will be paid equally to all outstanding shares of Series B Preferred Stock and Common Stock, on an as-if-converted basis with respect to the Series B Preferred Stock. The Series B Holders may elect to use the most favorable conversion price for the purpose of determining the as-if-converted number of shares. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Series B Holder shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to one hundred dollars ($100) for each such share of the Series B Preferred Stock (as adjusted for any combinations, consolidations, stock distributions, stock splits or stock dividends with respect to such shares), plus all dividends, if any, declared and unpaid thereon as of the date of such distribution, before any payment is made or any assets distributed to the holders of the Common Stock. After such payment, the remaining assets of the Company will be distributed to the holders of Common Stock. If the assets to be distributed to the Series B Holders are insufficient to permit the receipt by such Holders of the full preferential amounts, then all of such assets will be distributed among such Holders ratably in accordance with the number of such shares then held by each such Holder. The sale of all or substantially all of the Company’s assets, any consolidation or merger of the Company with or into any other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) of the Company’s voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company, is deemed to be a liquidation, dissolution or winding up. The Series B Preferred Stock is convertible into Common Stock. The Series B Holder has the right, at any time, at its election, to convert all or part of the Share Value into shares of Common Stock. The conversion price is the lesser of (1) Fifty Percent (50%) of the lowest trade price of Common Stock recorded on any trade day after December 12, 2012 or (2) the lowest effective price per share granted to any person or entity, including the Series B Holder but excluding officers and directors of the Company, to acquire Common Stock, or adjusted, whether by operation of purchase price adjustment, settlement agreements, exchange agreements, reset provision, floating conversion or otherwise, any outstanding warrant, option or other right to acquire Common Stock or outstanding Common Stock equivalents (the “Conversion Price”). The conversion formula is as follows: The number of shares receivable upon conversion equals the Share Value divided by the Conversion Price. A conversion notice (the “Conversion Notice”) may be delivered to Company by any method of the Series B Holder’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions will be cashless and not require further payment from the Holder. If no objection is delivered from the Company to the Series B Holder, with respect to any variable or calculation reflected in the Conversion Notice, within 24 hours of delivery of the Conversion Notice, the Company will thereafter be deemed to have irrevocably confirmed and ratified such notice of conversion and waived any objection. The Company will deliver the shares of Common Stock from any conversion to the Series B Holder (in any name directed by the Series B Holder) within three (3) business days of Conversion Notice delivery. If the Company is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, then upon request of the Holder and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), or are effectively registered under the Securities Act, the Company will cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Holder through the DTC Direct Registration System (“DRS”). If the Company is not participating in the DTC FAST program, then the Company agrees in good faith to apply and cause the approval for participation in the DTC FAST program. The Conversion Price is subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events. No fractional shares of the Common Stock shall be issuable upon the conversion of shares of the Series B Preferred Stock and the Company shall pay the cash equivalent of any fractional share upon such conversion. If the Company fails to deliver shares in accordance with the required time frame, then for each conversion, a penalty of $1,500 per day will be assessed for each day after the third business day (inclusive of the day of the conversion) until share delivery is made. Such penalty may be converted into Common Stock at the Conversion Price or payable in cash, at the sole option of the Series B Holder (under the Holder’s and the Company’s expectations that any penalty amounts shall tack back to the original date of the issuance of Series B Preferred Stock, consistent with applicable securities laws). In no event will the Series B Holder be entitled to convert any Series B Preferred Stock, such that upon conversion the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Series B Preferred Stock or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to these limitations), and (2) the number of shares of Common Stock issuable upon the conversion of Series B Preferred Stock, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. The limitations on conversion may be waived by the Holder upon, at the election of the Series B Holder, not less than 61 days prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Series B Holder, as may be specified in such notice of waiver). Except as required by law, the Series B Holders are not entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting). Each Holder of outstanding shares of Series B Preferred Stock will be entitled, on the same basis as holders of Common Stock, to receive notice of such action or meeting. So long as any shares of the Series B Preferred Stock remain outstanding, the Company will not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Series B Preferred Stock voting together as one class: (a) alter or change the rights, preferences or privileges of the shares of the Series B Preferred Stock so as to affect materially and adversely such shares; or (b) create any new class of shares having preference over the Series B Preferred Stock. The Series B Holder has the right, at its sole discretion, to elect a fixed conversion price for the Series B Preferred Stock. The Fixed Conversion Price may not be lower than the Conversion Price. The Company will not, by amendment of its Certificate of Incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Series B Certificate, and will at all times carry out all the provisions of the Series B Certificate. On March 2, 2016, the Company filed a Certificate of Designation for its Series B Preferred Stock (the “Series B Certificate”) with the Secretary of State of Nevada designating 30,000 shares of its authorized preferred stock as Series B Preferred Stock. The shares of Series B Preferred Stock have a par value of $0.001 per share. Series C Preferred Stock In November 2018, the Company filed a Certificate of Designation for its Series C Preferred Stock (the “Series C Certificate”) with the Secretary of State of Nevada designating 36,000 shares of its authorized preferred stock as Series C Preferred Stock. The shares of Series C Preferred Stock have a par value of $0.001 per share. The total face value of this entire series is three million dollars ($3,600,000). Each share of Series C Preferred Stock has a stated face value of One Hundred Dollars ($100) (“Share Value”) and is convertible into shares of fully paid and non-assessable shares of common stock of the Company. As discussed in Note 3, the Company issued 36,000 shares of Series C Preferred Stock to the owner of the common stock of EllisLab, Inc. in the Merger, which shares were outstanding at March 31, 2019 and December 31, 2018. The holders of outstanding shares of the Series C Preferred Stock (the “Series C Holders”) shall be entitled to receive dividends pari passu (on a pro rata basis) with the holders of Series B Preferred Stock and Common Stock, except upon a liquidation, dissolution and winding up of the Company. Such dividends shall be paid equally to all outstanding shares of Series C Preferred Stock, Series B Preferred Stock and Common Stock, on an as-if-converted basis with respect to the Series C Preferred Stock and Series B Preferred Stock. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Holder of each outstanding share of the Series C Preferred Stock shall be entitled to receive, on a pro rata basis with the outstanding Series B Preferred Stock, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to one hundred dollars ($100.00) for each such share of the Series C Preferred Stock (as adjusted for any combinations. consolidations, stock distributions, stock splits or stock dividends with respect to such shares), plus all dividends, if any, declared and unpaid thereon as of the date of such distribution, before any payment shall be made or any assets distributed to the holders of the Common Stock, and, after such payment, the remaining assets of the Company shall be distributed to the holders of Common Stock. Each share of Series C Preferred Stock is convertible into twenty thousand (20,000) shares of the Company’s fully paid and nonassessable shares of Common Stock, as adjusted. The Series C Preferred Stock shall contain the respective rights, privileges and designations as are set forth in the Certificate of Designations, Preferences, Rights and Limitations of Series C Preferred Stock appended hereto as Exhibit 4.1. The Series C contains a blocker that prevents the Holder from converting the Series C Preferred if such exercise would result in beneficial ownership of re than 4.99% of the outstanding shares of the Company’s stock, without at least 61 days of prior notice. Under the Series C Preferred Stock, the Holder is also subject to the Rule 144 restrictions of an affiliate. Except as required by law or as specifically provided in the Certificate of Designation, the Series C Holders shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting); provided, however, that each Series C Holder shall be entitled, on the same basis as holders of Common Stock, to receive notice of such action or meeting. Common Stock On April 20, 2016, the Company amended its articles of incorporation to reduce the number of authorized shares of common stock from 1,000,000,000 to 100,000,000 and to affect a one-for-ten reverse stock split of its authorized, issued and outstanding shares of common stock. The Company has given retroactive affect for the reverse stock split in all periods presented in the accompanying financial statements. On April 29, 2016, our Board of Directors and the holder of a majority of the total issued and outstanding voting stock of the Company authorized and approved an amendment to the Company’s articles of incorporation to increase the number of authorized shares of common stock from 100,000,000 to 2,000,000,000. As of March 31, 2019 and December 31, 2018, the Company had 42,726,200 and 40,750,040 shares of common stock issued and outstanding, respectively. During the three months ended March 31, 2019, the Company issued 1,976,160 shares of common stock at fair value in consideration for the conversion of $2,285 of convertible promissory notes and accrued interest payable of $679. In connection with the debt conversion, the Company reduced derivative liabilities by $8,309. There was no gain or loss on settlement of debt due to the conversion occurring within the terms of the convertible note. During the three months ended March 31, 2018, the Company did not issue any shares of common stock.

STOCK OPTIONS AND WARRANTS

STOCK OPTIONS AND WARRANTS	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
8. STOCK OPTIONS AND WARRANTS	As of March 31, 2019, the Board of Directors of the Company had granted non-qualified stock options and warrants exercisable for a total of 141,405,000 shares of common stock to its employees, officers, and consultants. As further discussed in Note 3, on November 30, 2018 in connection with the Merger, the Company issued a ten-year option to purchase 100,000,000 shares of common stock of the Company, at an exercise price of $0.005. The option vested upon grant but may not be exercised for 2 years from the date of the Merger. Stock-based compensation of $599,998, measured at the grant date using a multinomial lattice model, was included in the purchase price recorded in the Merger and recorded to additional paid-in capital. On November 30, 2018, the Company also issued ten-year warrants to two consultants to purchase a total of 40,000,000 shares of common stock of the Company, at an exercise price of $0.005. The warrants vested upon grant but may not be exercised for 2 years from the date of issuance. Stock-based compensation of $188,127, measured at the grant date using a multinomial lattice model, was included in general and administrative expenses and recorded to derivative liabilities due to the existence of a tainted equity environment. We recognized no stock-based compensation expense for the three months ended March 31, 2019 and 2018. As of March 31, 2019, we had no unrecognized stock-based compensation expense. A summary of the Company’s stock options and warrants as of March 31, 2019, and changes during the three months then ended is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2018 141,406,250 $ 0.006 9.84 Granted - $ - Exercised - $ - Forfeited or expired (1,250 ) $ 14.80 Outstanding at March 31, 2019 141,405,000 $ 0.006 9.60 $ 224,000 The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the closing price of our common stock of $0.0066 as of March 31, 2019, which would have been received by the holders of in-the-money options and warrants had the holders exercised their options and warrants as of that date.

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
9. DERIVATIVE LIABILITIES	The fair value of the Company’s derivative liabilities is estimated at the issuance date and is revalued at each subsequent reporting date. We estimate the fair value of derivative liabilities associated with our convertible notes payable, Series B preferred stock and warrants using a multinomial lattice model based on projections of various potential future outcomes. Where the number of warrants or common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional warrants and convertible debt and equity are included in the value of the derivatives. The significant assumptions used in the valuation of the derivative liabilities at March 31, 2019 are as follows: Conversion to stock Monthly Stock price on the valuation date $ 0.0066 Conversion price $ 0.0045 Risk free interest rates 2.37% - 2.58 % Years to maturity 15.0 Expected volatility 236%–373 % The value of our derivative liabilities was estimated as follows at: March 31, 2019 December 31, 2018 Convertible notes payable $ 4,756,932 $ 7,809,054 Series B preferred stock 2,356,307 2,339,898 Warrants 208,211 214,153 Total $ 7,321,450 $ 10,363,105 The calculation input assumptions are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liability will fluctuate from period to period, and the fluctuation may be material.

OPERATING LEASE

OPERATING LEASE	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
10. OPERATING LEASE	On September 5, 2017, we entered into an operating sublease for office space. The base rent for the sublease is $1,000 per month for a period of one year and month-to-month thereafter. Management has assumed a three-year life for the sublease arrangement. On January 1, 2019, we adopted ASC 842, “Leases,” which resulted in the recognition of an operating lease liability and corresponding right-of use asset (“ROU”) (included in other assets) in the amount of $18,352. As of March 31, 2019, the operating lease liability and ROU asset had a balance of $15,790. The current portion of the operating lease liability at March 31. 2019 was $10,912. For the three months ended March 31, 2019, the Company recognized operating lease cost of $3,000, The table below reconciles the Company’s future cash obligations for the operating lease liability recorded on the consolidated balance sheet as March 31, 2019: 2019 $ 9,000 2020 8,000 Total minimum lease payments 17,000 Less amount representing interest (1,210 ) Present value of operating lease obligation $ 15,790

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
11. RELATED PARTY TRANSACTIONS	Pursuant to a written consulting agreement, dated May 31, 2013 and amended effective November 1, 2016, William E. Beifuss, Jr., our current President, Interim Chief Executive Officer and Acting Chief Financial Officer, receives annual consulting fees of $120,000, of which $30,000 were paid in each of the three months ended March 31, 2019 and 2018. Effective December 1, 2018, Rick Ellis, Chief Executive Officer of EllisLab Corp., receives a monthly salary of $10,000, or $30,000 for the three months ended March 31, 2019. See Note 6 for discussion of convertible notes payable with related parties.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
12. SUBSEQUENT EVENTS	Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following: Subsequent Borrowings We received advances under the August 2018 $500,000 CPN of $15,000 on April 11, 2019 and $65,000 on April 19, 2019. Convertible Note Conversions On April 1, 2019, a lender converted $2,270 principal and $692 accrued interest payable into 1,974,796 common shares of the Company. On May 3, 2019, a lender converted $2,255 principal and $707 accrued interest payable into 1,974,927 common shares of the Company.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2019
Summary Of Significant Accounting Policies
Use of Estimates	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment and intangible assets, operating lease obligations, impairment of assets, the deferred tax valuation allowance, the fair value of stock options and derivative liabilities. Actual results could differ from those estimates.
Consolidation	The accompanying consolidated financial statements include the accounts of the Company and, effective December 1, 2018, the accounts of EllisLab Corp., its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
Property and Equipment	The Company’s property and equipment is stated at cost, and is depreciated using the straight-line method over the estimated useful life of the related asset as follows: Computer equipment 3-5 years Office furniture and equipment 7 years Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. The Company assesses the recoverability of property and equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management.
Intangible Assets	Intangible assets consist primarily of intellectual property, customer base, trade-names/marks and non-compete agreements acquired in the Merger, which are amortized on a straight-line basis over their estimated useful lives of 5 years. Intangible assets are reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.
Derivative Liabilities	We have identified the conversion features of our convertible notes payable and Series B preferred stock and certain stock options as derivatives. Where the number of warrants or common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional warrants and convertible debt and equity are included in the value of the derivatives. We estimate the fair value of the derivatives using the Black-Scholes pricing model and a multinomial lattice model based on projections of various potential future outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.
Fair Value of Financial Instruments	Disclosures about fair value of financial instruments, require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2019 and December 31, 2018, the Company believes the amounts reported for cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses and other current liabilities, accrued interest - notes payable, deferred revenue, and convertible notes payable approximate fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASC”) Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Liabilities measured at fair value on a recurring basis are as follows at March 31, 2019 and December 31, 2018: Total Level 1 Level 2 Level 3 March 31, 2019: Derivative liabilities $ 7,321,450 $ - $ - $ 7,321,450 Total liabilities measured at fair value $ 7,321,450 $ - $ - $ 7,321,450 December 31, 2018: Derivative liabilities $ 10,363,105 $ - $ - $ 10,363,105 Total liabilities measured at fair value $ 10,363,105 $ - $ - $ 10,363,105 During the three months ended March 31, 2019, the Company had the following activity in its derivative liabilities account: Convertible Notes Payable Series B Preferred Stock Stock Options Total Derivative liabilities at December 31, 2018 $ 7,809,054 $ 2,339,898 $ 214,153 $ 10,363,105 Addition to liabilities for new debt/shares issued 192,000 - - 192,000 Elimination of liabilities for debt conversions (8,309 ) - - (8,309 ) Change in fair value (3,235,813 ) 16,409 (5,942 ) (3,225,346 ) Derivative liabilities at March 31, 2019 $ 4,756,932 $ 2,356,307 $ 208,211 $ 7,321,450
Revenue Recognition	On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, “Revenue Recognition” (Topic 605). The Company had no operating revenues prior to the Merger. Effective December 1, 2018, the Company’s revenues are derived primarily from the sale of monthly and annual tech support subscriptions and partnership fees, and from software applications that customers purchase via the Company’s online store. Sales are processed using a real-time payment processing company. Revenue from product sales is recorded net of processing costs. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when, or as, we satisfy a performance obligation. Amounts collected from customers for support subscriptions and partnership fees with a contract life of one month or greater are recorded as deferred revenue and recognized over the life of the contract.
Income (Loss) per Share	Basic net income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock, using the treasury stock method and the average market price per share during the period, and shares issuable upon exercise of convertible notes payable and convertible preferred stock. Basic weighted average number common shares outstanding are reconciled to diluted weighted average number of common shares outstanding as follows: Three Months Ended March 31, 2019 2018 Basic weighted average number of shares 41,342,888 38,776,436 Dilutive effect of: Stock options 106,060,606 - Series B preferred stock 359,000,000 359,000,000 Convertible notes payable 834,682,015 553,935,154 Diluted weighted average number of shares 1,341,085,509 951,711,590
Operating Lease	On September 5, 2017, we entered into an operating sublease for office space. The base rent for the sublease is $1,000 per month for a period of one year and month-to-month thereafter. On January 1, 2019, we adopted Financial Accounting Standards Board (“FASB”) ASC 842, “Leases.” ASC 842 requires recognition of assets and liabilities for the rights and obligations created by leases and new disclosures about leases. We adopted ASC 842 using the optional modified retrospective transition method. Under this transition method, we did not recast the prior period financial statements presented. The adoption of ASC 842 resulted in the measurement and recognition of an operating lease liability and corresponding right-of use asset (included in other assets) in the amount of $18,352 as of January 1, 2019. The operating lease liability was measured as the present value of assumed remaining lease payments using an estimated incremental borrowing rate. We amortize the right-of-use asset over the term of the lease.
Recently Issued Accounting Pronouncements	There were no new accounting pronouncements issued by the FASB during the three months ended March 31, 2019 and through the date of filing of this report that the Company believes will have a material impact on its financial statements.
Reclassifications	Certain amounts in the condensed financial statements for the three months ended March 31, 2018 have been reclassified to conform to the presentation for the three months ended March 31, 2019.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2019
Summary Of Significant Accounting Policies Tables Abstract
Sechudle of Property and Equipment	Computer equipment 3-5 years Office furniture and equipment 7 years
Fair Value Measurements, Assets and Liabilities, Recurring Basis	Total Level 1 Level 2 Level 3 March 31, 2019: Derivative liabilities $ 7,321,450 $ - $ - $ 7,321,450 Total liabilities measured at fair value $ 7,321,450 $ - $ - $ 7,321,450 December 31, 2018: Derivative liabilities $ 10,363,105 $ - $ - $ 10,363,105 Total liabilities measured at fair value $ 10,363,105 $ - $ - $ 10,363,105
Schedule of Derivative Liabilities at Fair Value	Convertible Notes Payable Series B Preferred Stock Stock Options Total Derivative liabilities at December 31, 2018 $ 7,809,054 $ 2,339,898 $ 214,153 $ 10,363,105 Addition to liabilities for new debt/shares issued 192,000 - - 192,000 Elimination of liabilities for debt conversions (8,309 ) - - (8,309 ) Change in fair value (3,235,813 ) 16,409 (5,942 ) (3,225,346 ) Derivative liabilities at March 31, 2019 $ 4,756,932 $ 2,356,307 $ 208,211 $ 7,321,450
Schedule of weighted average number of shares	Three Months Ended March 31, 2019 2018 Basic weighted average number of shares 41,342,888 38,776,436 Dilutive effect of: Stock options 106,060,606 - Series B preferred stock 359,000,000 359,000,000 Convertible notes payable 834,682,015 553,935,154 Diluted weighted average number of shares 1,341,085,509 951,711,590

MERGER (Tables)

MERGER (Tables)	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Summary of total allocated value of the consideration paid	Cash $ 35,822 Accounts receivable 22,235 Property and equipment, net 4,271 Accounts payable (74,680 ) Accrued expenses (14,176 ) Deferred revenue (27,037 ) Loans payable (60,000 ) Net liabilities (113,565 ) Intangible assets: Intellectual property 37,000 Customer base 79,000 Trade-name/marks 8,000 Non-compete agreements 1,000 Goodwill 4,934,429 Total $ 4,945,864

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Property and equipment	March 31, 2019 December 31, 2018 Computer equipment $ 49,605 $ 49,605 Office furniture and equipment 8,751 8,751 Total 58,356 58,356 Less accumulated depreciation (53,825 ) (53,163 ) Net $ 4,531 $ 5,193

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Schedule of Finite-Lived Intangible Asset	March 31, 2019 December 31, 2018 Intellectual property $ 37,000 $ 37,000 Customer base 79,000 79,000 Trade-name/marks 8,000 8,000 Non-compete agreements 1,000 1,000 Total 125,000 125,000 Less accumulated amortization (8,333 ) (2,083 ) Net $ 116,667 $ 122,917

STOCK OPTIONS AND WARRANTS (Tab

STOCK OPTIONS AND WARRANTS (Tables)	3 Months Ended
	Mar. 31, 2019
Stock Options And Warrants
Schedule of Stock Options, Activity	Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2018 141,406,250 $ 0.006 9.84 Granted - $ - Exercised - $ - Forfeited or expired (1,250 ) $ 14.80 Outstanding at March 31, 2019 141,405,000 $ 0.006 9.60 $ 224,000

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2019
Derivative Liabilities Tables Abstract
Schedule of derivative liabilities at fair value	Conversion to stock Monthly Stock price on the valuation date $ 0.0066 Conversion price $ 0.0045 Risk free interest rates 2.37% - 2.58 % Years to maturity 15.0 Expected volatility 236%–373 %
Fair Value Inputs, Quantitative Information	March 31, 2019 December 31, 2018 Convertible notes payable $ 4,756,932 $ 7,809,054 Series B preferred stock 2,356,307 2,339,898 Warrants 208,211 214,153 Total $ 7,321,450 $ 10,363,105

OPERATING LEASE (Tables)

OPERATING LEASE (Tables)	3 Months Ended
	Mar. 31, 2019
Operating Lease Tables Abstract
Schedule of future minimum rental payments for operating leases	2019 $ 9,000 2020 8,000 Total minimum lease payments 17,000 Less amount representing interest (1,210 ) Present value of operating lease obligation $ 15,790

ORGANIZATION AND LINE OF BUSINE

ORGANIZATION AND LINE OF BUSINESS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Nov. 30, 2018	Mar. 31, 2018	Dec. 31, 2017
State of incorporation	Nevada
Incorporation of date	Aug. 25, 2006
Working capital deficit	$ (10,011,476)
Total stockholders' deficit	$ (9,879,366)	$ (12,673,490)		$ (7,789,657)	$ (9,461,710)
EllisLab Corp. [Member]
Noncontrolling interest, ownership percentage by parent			100.00%

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Mar. 31, 2019
Computer Equipment [Member] | Minimum [Member]
Estimated useful lives	3 years
Computer Equipment [Member] | Maximum [Member]
Estimated useful lives	5 years
Office Furniture And Equipment [Member]
Estimated useful lives	7 years

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Derivative liabilities	$ 7,321,450	$ 10,363,105
Total liabilities measured at fair value	7,321,450	10,363,105
Level 1 [Member]
Derivative liabilities
Total liabilities measured at fair value
Level 2 [Member]
Derivative liabilities
Total liabilities measured at fair value
Level 3 [Member]
Derivative liabilities	7,321,450	10,363,105
Total liabilities measured at fair value	$ 7,321,450	$ 10,363,105

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2)	3 Months Ended
	Mar. 31, 2019USD ($)
Derivative liability beginning	$ 10,363,105
Addition to liabilities for new debt/shares issued	192,000
Elimination of liabilities for debt conversions	(8,309)
Change in fair value	(3,225,346)
Derivative liability ending	7,321,450
Stock Options [Member]
Derivative liability beginning	214,153
Addition to liabilities for new debt/shares issued
Elimination of liabilities for debt conversions
Change in fair value	(5,942)
Derivative liability ending	208,211
Series B Preferred Stock [Member]
Derivative liability beginning	2,339,898
Addition to liabilities for new debt/shares issued
Elimination of liabilities for debt conversions
Change in fair value	16,409
Derivative liability ending	2,356,307
Convertible Notes Payable [Member]
Derivative liability beginning	7,809,054
Addition to liabilities for new debt/shares issued	192,000
Elimination of liabilities for debt conversions	(8,309)
Change in fair value	(3,235,813)
Derivative liability ending	$ 4,756,932

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Summary Of Significant Accounting Policies Details 2Abstract
Basic weighted average number of shares	41,342,888	38,776,436
Dilutive effect of:
Stock options	106,060,606
Series B preferred stock	359,000,000	359,000,000
Convertible notes payable	834,682,015	553,935,154
Diluted weighted average number of shares	1,341,085,509	951,711,590

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Sep. 05, 2017	Mar. 31, 2019
Intangible assets, estimated useful lives		5 years
Operating lease description	The base rent for the sublease is $1,000 per month for a period of one year and month-to-month thereafter.
Rent per month	$ 1,000
Jan 1 2019 [Member]
Operating lease liability and corresponding asset		$ 18,352

MERGER (Details)

MERGER (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
Cash	$ 7,984	$ 56,414	$ 10,996	$ 23,461
Property and equipment, net	4,531	5,193
Accounts payable	228,987	191,312
Accrued expenses	4,178	19,132
Deferred revenue	24,610	25,718
Net liabilities	10,081,717	12,867,083
Intangible assets:
Intellectual property	37,000	37,000
Customer base	79,000	79,000
Trade-name/marks	8,000	8,000
Non-compete agreements	1,000	$ 1,000
EllisLab, Inc [Member]
Cash	35,822
Accounts receivable	22,235
Property and equipment, net	4,271
Accounts payable	(74,680)
Accrued expenses	(14,176)
Deferred revenue	(27,037)
Loans payable	(60,000)
Net liabilities	(113,565)
Intangible assets:
Intellectual property	37,000
Customer base	79,000
Trade-name/marks	8,000
Non-compete agreements	1,000
Goodwill	4,934,429
Total	$ 4,945,864

MERGER (Details Narrative)

MERGER (Details Narrative) - USD ($)	1 Months Ended
	Nov. 30, 2018	Mar. 31, 2019	Dec. 31, 2018
Common stock, par value		$ 0.001	$ 0.001
Maximum [Member]
Ownership percentage	4.99%
EllisLab, Inc [Member]
Non-competition period under merger	2 years
Business merger consideration paid, total		$ 4,945,864
EllisLab, Inc [Member] | Series C Convertible Preferred Stock [Member]
Preferred Stock, shares issued under merger	36,000
Ownership interest	100.00%
Share price	$ 100
Preferred stock shares issued, value	$ 4,345,866
Common stock, par value	$ 0.001
Business merger consideration paid, total	$ 4,945,864
Nonstatutory Stock Option Agreement Member | Jones [Member] | Stock Options [Member]
Common stock shares reserved for future issuance	100,000,000
Exercise price	$ 0.005
Description for stock options surrendered by related party	The Company issued to Jones an option to purchase 100,000,000 shares of the Common stock of the Company, at an exercise price of $0.005, in exchange for his surrender of an option to purchase 10% of the shares of outstanding common stock of EllisLab, Inc
Issuance of stock options in Merger	$ 599,998
Impairment expense	$ 4,934,429
Description for the exercise period	The option is vested but may not be exercised for 2 years from the date of the Merger

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Total	$ 58,356	$ 58,356
Less accumulated depreciation	(53,825)	(53,163)
Net	4,531	5,193
Computer Equipment [Member]
Total	49,605	49,605
Office furniture and equipment [Member]
Total	$ 8,751	$ 8,751

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Property And Equipment
Depreciation expense	$ 662	$ 337

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Intangible Assets Details Abstract
Intellectual property	$ 37,000	$ 37,000
Customer base	79,000	79,000
Trade-name/marks	8,000	8,000
Non-compete agreements	1,000	1,000
Total	125,000	125,000
Less accumulated amortization	(8,333)	(2,083)
Net	$ 116,667	$ 122,917

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Intangible Assets Details Narrative Abstract
Amortization expense	$ 6,250	$ 0

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details Narrative)

Dec. 05, 2018USD ($)

Nov. 05, 2018USD ($)

Sep. 13, 2018USD ($)

Jul. 10, 2018USD ($)

Jun. 07, 2018USD ($)

May 07, 2018USD ($)

Apr. 09, 2018USD ($)

Mar. 14, 2018USD ($)

Mar. 08, 2018USD ($)

Feb. 07, 2018USD ($)

Jan. 11, 2018USD ($)

Dec. 14, 2017USD ($)$ / shares

Nov. 08, 2017USD ($)

Oct. 13, 2017USD ($)

Sep. 12, 2017USD ($)

Aug. 11, 2017USD ($)

Jul. 10, 2017USD ($)

Jun. 02, 2017USD ($)Integer$ / shares

May 08, 2017USD ($)

Apr. 12, 2017USD ($)

Mar. 09, 2017USD ($)

Jan. 10, 2017USD ($)

Dec. 06, 2016USD ($)

Nov. 08, 2016USD ($)

Sep. 13, 2016USD ($)

Aug. 08, 2016USD ($)

Jul. 06, 2016USD ($)

Apr. 11, 2016USD ($)

Mar. 14, 2016USD ($)

Mar. 04, 2016USD ($)Integer$ / shares

Sep. 06, 2013USD ($)shares

Mar. 26, 2019USD ($)

Mar. 25, 2019USD ($)

Mar. 22, 2019USD ($)

Feb. 25, 2019USD ($)

Feb. 13, 2019USD ($)

Jan. 25, 2019USD ($)

Jan. 17, 2019USD ($)

Dec. 24, 2018USD ($)

Nov. 30, 2018USD ($)

Nov. 28, 2018USD ($)

Nov. 23, 2018USD ($)

Oct. 26, 2018USD ($)

Aug. 17, 2018USD ($)$ / shares

Aug. 16, 2018USD ($)

Feb. 13, 2017USD ($)

Oct. 17, 2016USD ($)

Jun. 22, 2016USD ($)

May 20, 2016USD ($)

Mar. 17, 2016USD ($)

Dec. 31, 2012USD ($)

Mar. 31, 2019USD ($)shares

Mar. 31, 2018USD ($)

Dec. 31, 2018USD ($)

Oct. 08, 2018USD ($)

Aug. 31, 2018USD ($)

Mar. 14, 2013USD ($)$ / shares

Proceeds from convertible promissory notes

$ 192,000

$ 191,500

Amortization of debt discount to interest expense

165,045

$ 210,262

Accrued interest

679

Accrued interest, notes payable

$ 398,878

$ 342,752

Debt conversion converted instrument, shares issued | shares

1,976,160

Debt conversion converted amount, principal

$ 2,285

Convertible Notes Payable 1 [Member] | Accounts Payable [Member]

Convertible promissory note, principal amount

$ 29,500

$ 29,500

Debt instrument, interest rate

5.00%

Debt Instrument, conversion price | $ / shares

$ 1.50

Debt Instrument, maturity date

Mar. 14, 2015

Convertible Notes Payable 2 [Member] | Related Parties [Member]

Convertible promissory note, principal amount

$ 58,600

Debt discount

$ 57,050

Debt instrument, interest rate

5.00%

Debt instrument, convertible, terms of conversion feature

The notes are convertible into shares of our common stock at a conversion price equal to the lesser of $2.00 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion.

Convertible Notes Payable 2 [Member] | Related Parties [Member] | Note One [Member]

Convertible promissory note, principal amount

$ 25,980

Debt Instrument, maturity date

Dec. 31, 2014

Convertible Notes Payable 2 [Member] | Related Parties [Member] | Note Two [Member]

Convertible promissory note, principal amount

$ 32,620

Debt Instrument, maturity date

Dec. 31, 2019

Convertible Promissory Note - Exchanged Note [Member]

Convertible promissory note, principal amount

$ 5,000

Debt discount

$ 2,536

Debt instrument, interest rate

10.00%

Debt instrument, convertible, terms of conversion feature

The note was convertible into shares of our common stock at a price equal to a conversion price of the lesser of $0.042 per share or fifty percent (50%) of the lowest trade price recorded after the effective date

Amount of convertible note exchanged for new note

$ 5,000

Debt conversion converted instrument, shares issued | shares

1,496,499

Debt conversion converted amount, principal

$ 5,000

Debt conversion converted amount, accrued interest

$ 1,734

March 2019 Convertible Promissory Note [Member]

Convertible promissory note, principal amount

$ 35,000

Proceeds from convertible promissory notes

32,000

Debt discount

$ 35,000

Amortization of debt discount to interest expense

$ 574

Debt instrument remaining discount

34,426

Debt instrument, interest rate

10.00%

Debt Instrument, maturity date

Mar. 25, 2020

Debt instrument, convertible, terms of conversion feature

The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 39% discount from the lowest trading price during the 15 days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at redemption premiums ranging from 20% to 45%. After the expiration of 180 days after issuance, the Company has no right of prepayment.

Fees and expenses

$ 3,000

February 2019 Convertible Promissory Note [Member]

Convertible promissory note, principal amount

$ 38,000

Proceeds from convertible promissory notes

35,000

Debt discount

$ 38,000

Amortization of debt discount to interest expense

4,789

Debt instrument remaining discount

33,211

Debt instrument, interest rate

10.00%

Debt Instrument, maturity date

Feb. 13, 2020

Debt instrument, convertible, terms of conversion feature

The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 39% discount from the lowest trading price during the 15 days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at redemption premiums ranging from 20% to 45%. After the expiration of 180 days after issuance, the Company has no right of prepayment.

Fees and expenses

$ 3,000

January 2019 Convertible Promissory Note [Member]

Convertible promissory note, principal amount

$ 38,000

Proceeds from convertible promissory notes

35,000

Debt discount

$ 38,000

Amortization of debt discount to interest expense

6,767

Debt instrument remaining discount

31,233

Debt instrument, interest rate

10.00%

Debt Instrument, maturity date

Jan. 25, 2020

Debt instrument, convertible, terms of conversion feature

The lender, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 39% discount from the lowest trading price during the 15 days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at redemption premiums ranging from 25% to 45%. After the expiration of 180 days after issuance, the Company has no right of prepayment.

Fees and expenses

$ 1,500

Original issue discount

$ 1,500

December 2018 Convertible Promissory Note [Member]

Convertible promissory note, principal amount

$ 33,000

Proceeds from convertible promissory notes

30,000

Debt discount

$ 33,000

Amortization of debt discount to interest expense

8,137

Debt instrument remaining discount

22,512

Debt instrument, interest rate

10.00%

Debt Instrument, maturity date

Dec. 5, 2019

Debt instrument, convertible, terms of conversion feature

The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 39% discount from the lowest trading price during the 15 days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at redemption premiums ranging from 20% to 45%.

Fees and expenses

$ 3,000

November 2018 Convertible Promissory Note [Member]

Convertible promissory note, principal amount

$ 33,000

Proceeds from convertible promissory notes

30,000

Debt discount

$ 33,000

Amortization of debt discount to interest expense

8,137

Debt instrument remaining discount

21,427

Debt instrument, interest rate

10.00%

Debt Instrument, maturity date

Nov. 23, 2019

Debt instrument, convertible, terms of conversion feature

The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 39% discount from the lowest trading price during the 15 days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at redemption premiums ranging from 20% to 45%. After the expiration of 180 days after issuance, the Company has no right of prepayment.

Fees and expenses

$ 3,000

August 2018 Convertible Promissory Note [Member] | Convertible Notes Payable 41 [Member]

Convertible promissory note, principal amount

$ 500,000

Proceeds from convertible promissory notes

25,000

Debt discount

$ 25,000

Amortization of debt discount to interest expense

6,165

Debt instrument remaining discount

13,082

August 2018 Convertible Promissory Note [Member] | Convertible Notes Payable 40 [Member]

Convertible promissory note, principal amount

$ 500,000

Proceeds from convertible promissory notes

30,000

Debt discount

$ 30,000

Amortization of debt discount to interest expense

7,397

Debt instrument remaining discount

13,644

August 2018 Convertible Promissory Note [Member] | Convertible Notes Payable 44 [Member]

Convertible promissory note, principal amount

$ 500,000

Proceeds from convertible promissory notes

$ 12,000

Debt discount

$ 12,000

Amortization of debt discount to interest expense

2,959

Debt instrument remaining discount

6,871

August 2018 Convertible Promissory Note [Member] | Convertible Notes Payable 45 [Member]

Convertible promissory note, principal amount

500,000

Proceeds from convertible promissory notes

$ 25,000

Debt discount

$ 25,000

Amortization of debt discount to interest expense

6,164

Debt instrument remaining discount

15,000

August 2018 Convertible Promissory Note [Member] | Convertible Notes Payable 46 [Member]

Convertible promissory note, principal amount

500,000

Proceeds from convertible promissory notes

$ 30,000

Debt discount

$ 30,000

Amortization of debt discount to interest expense

7,397

Debt instrument remaining discount

19,891

August 2018 Convertible Promissory Note [Member] | Convertible Notes Payable 47 [Member]

Convertible promissory note, principal amount

$ 500,000

Proceeds from convertible promissory notes

$ 10,000

Debt discount

$ 10,000

Amortization of debt discount to interest expense

2,466

Debt instrument remaining discount

6,685

August 2018 Convertible Promissory Note [Member] | Convertible Notes Payable 48 [Member]

Convertible promissory note, principal amount

$ 500,000

Proceeds from convertible promissory notes

50,000

Debt discount

$ 50,000

Amortization of debt discount to interest expense

12,329

Debt instrument remaining discount

36,712

August 2018 Convertible Promissory Note [Member] | Convertible Notes Payable 38 [Member]

Convertible promissory note, principal amount

$ 500,000

Debt instrument, interest rate

10.00%

Debt Instrument, conversion price | $ / shares

$ 0.01

Debt instrument, convertible, terms of conversion feature

Convertible into shares of our common stock at a price per share equal to the lesser of: $0.01; 50% of the lowest trade price of our common stock subsequent to the effective date of the note; or the lowest effective price per share granted to any person or entity (exclusive of our officers and directors) to acquire common stock subsequent to the effective date of the note.

August 2018 Convertible Promissory Note [Member] | Convertible Notes Payable 39 [Member]

Proceeds from convertible promissory notes

$ 10,500

Debt discount

$ 10,500

Amortization of debt discount to interest expense

2,589

Debt instrument remaining discount

3,999

August 2018 Convertible Promissory Note [Member] | Convertible Notes Payable 49 [Member]

Convertible promissory note, principal amount

$ 500,000

Proceeds from convertible promissory notes

25,000

Debt discount

$ 25,000

Amortization of debt discount to interest expense

5,000

Debt instrument remaining discount

20,000

August 2018 Convertible Promissory Note [Member] | Convertible Notes Payable 50 [Member]

Convertible promissory note, principal amount

$ 500,000

Proceeds from convertible promissory notes

25,000

Debt discount

$ 25,000

Amortization of debt discount to interest expense

2,329

Debt instrument remaining discount

22,671

August 2018 Convertible Promissory Note [Member] | Convertible Notes Payable 51 [Member]

Convertible promissory note, principal amount

$ 500,000

Proceeds from convertible promissory notes

25,000

Debt discount

$ 25,000

Amortization of debt discount to interest expense

615

Debt instrument remaining discount

24,385

August 2018 Convertible Promissory Note [Member] | Convertible Notes Payable 52 [Member]

Convertible promissory note, principal amount

$ 500,000

Proceeds from convertible promissory notes

15,000

Debt discount

$ 15,000

Amortization of debt discount to interest expense

205

Debt instrument remaining discount

14,795

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 3 [Member]

Convertible promissory note, principal amount

$ 1,000,000

Debt instrument, interest rate

10.00%

Debt Instrument, conversion price | $ / shares

$ 0.03

Debt Instrument, maturity date

Mar. 4, 2016

Debt instrument, convertible, terms of conversion feature

Convertible into shares of our common stock at a price per share equal to the lesser of: $0.03; 50% of the lowest trade price of our common stock subsequent to the effective date of the note; or the lowest effective price per share granted to any person or entity (exclusive of our officers and directors) to acquire common stock subsequent to the effective date of the note.

Frequency of periodic payments

Monthly

Number of installments | Integer

60

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 4 [Member]

Convertible promissory note, principal amount

$ 1,000,000

17,385

Proceeds from convertible promissory notes

27,000

Debt discount

$ 27,000

Accrued interest

$ 679

Debt conversion converted instrument, shares issued | shares

1,976,160

Debt conversion converted amount, principal

$ 2,285

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 5 [Member]

Proceeds from convertible promissory notes

$ 33,000

Debt discount

$ 33,000

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 6 [Member]

Proceeds from convertible promissory notes

$ 90,000

Debt discount

$ 90,000

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 7 [Member]

Proceeds from convertible promissory notes

$ 60,000

Debt discount

$ 60,000

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 8 [Member]

Proceeds from convertible promissory notes

$ 50,000

Debt discount

$ 50,000

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 9 [Member]

Proceeds from convertible promissory notes

$ 87,000

Debt discount

$ 87,000

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 10 [Member]

Proceeds from convertible promissory notes

$ 60,000

Debt discount

$ 60,000

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 11 [Member]

Proceeds from convertible promissory notes

$ 55,000

Debt discount

$ 55,000

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 12 [Member]

Proceeds from convertible promissory notes

$ 55,000

Debt discount

$ 55,000

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 13 [Member]

Proceeds from convertible promissory notes

$ 55,000

Debt discount

$ 55,000

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 14 [Member]

Proceeds from convertible promissory notes

$ 60,000

Debt discount

$ 60,000

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 15 [Member]

Proceeds from convertible promissory notes

$ 60,000

Debt discount

$ 60,000

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 16 [Member]

Proceeds from convertible promissory notes

$ 60,000

Debt discount

$ 60,000

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 17 [Member]

Proceeds from convertible promissory notes

$ 60,000

Debt discount

$ 60,000

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 18 [Member]

Proceeds from convertible promissory notes

$ 95,000

Debt discount

$ 95,000

March 2016 Convertible Promissory Note [Member] | Convertible Notes Payable 19 [Member]

Proceeds from convertible promissory notes

$ 60,000

Debt discount

$ 60,000

June 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 20 [Member]

Convertible promissory note, principal amount

$ 500,000

Debt instrument, interest rate

10.00%

Debt Instrument, conversion price | $ / shares

$ 0.03

Debt Instrument, maturity date

Jun. 2, 2017

Debt instrument, convertible, terms of conversion feature

Convertible into shares of our common stock at a price per share equal to the lesser of: $0.03; 50% of the lowest trade price of our common stock subsequent to the effective date of the note; or the lowest effective price per share granted to any person or entity (exclusive of our officers and directors) to acquire common stock subsequent to the effective date of the note.

Number of installments | Integer

60

June 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 21 [Member]

Proceeds from convertible promissory notes

$ 60,000

Debt discount

$ 60,000

June 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 22 [Member]

Proceeds from convertible promissory notes

$ 80,000

Debt discount

$ 80,000

June 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 23 [Member]

Proceeds from convertible promissory notes

$ 80,000

Debt discount

$ 80,000

June 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 24 [Member]

Proceeds from convertible promissory notes

$ 85,000

Debt discount

$ 85,000

June 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 25 [Member]

Proceeds from convertible promissory notes

$ 80,000

Debt discount

$ 80,000

June 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 26 [Member]

Proceeds from convertible promissory notes

$ 75,000

Debt discount

$ 75,000

December 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 27 [Member]

Convertible promissory note, principal amount

$ 500,000

Debt instrument, interest rate

10.00%

Debt Instrument, conversion price | $ / shares

$ 0.03

Debt instrument, convertible, terms of conversion feature

Convertible into shares of our common stock at a price per share equal to the lesser of: $0.03; 50% of the lowest trade price of our common stock subsequent to the effective date of the note; or the lowest effective price per share granted to any person or entity (exclusive of our officers and directors) to acquire common stock subsequent to the effective date of the note.

December 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 28 [Member]

Proceeds from convertible promissory notes

$ 60,000

Debt discount

$ 60,000

December 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 29 [Member]

Proceeds from convertible promissory notes

$ 70,000

Debt discount

$ 70,000

Amortization of debt discount to interest expense

2,110

December 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 30 [Member]

Proceeds from convertible promissory notes

$ 60,000

Debt discount

$ 60,000

Amortization of debt discount to interest expense

6,247

December 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 31 [Member]

Proceeds from convertible promissory notes

$ 55,000

Debt discount

$ 55,000

Amortization of debt discount to interest expense

10,096

December 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 32 [Member]

Proceeds from convertible promissory notes

$ 6,500

Debt discount

$ 6,500

Amortization of debt discount to interest expense

1,300

December 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 33 [Member]

Proceeds from convertible promissory notes

$ 77,000

Debt discount

$ 77,000

Amortization of debt discount to interest expense

18,986

Debt instrument remaining discount

1,899

December 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 34 [Member]

Proceeds from convertible promissory notes

$ 60,000

Debt discount

$ 60,000

Amortization of debt discount to interest expense

14,795

Debt instrument remaining discount

6,082

December 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 35 [Member]

Proceeds from convertible promissory notes

$ 52,000

Debt discount

$ 52,000

Amortization of debt discount to interest expense

12,822

Debt instrument remaining discount

9,688

December 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 36 [Member]

Proceeds from convertible promissory notes

$ 35,000

Debt discount

$ 35,000

Amortization of debt discount to interest expense

8,630

Debt instrument remaining discount

9,685

December 2017 Convertible Promissory Note [Member] | Convertible Notes Payable 37 [Member]

Proceeds from convertible promissory notes

$ 24,500

Debt discount

$ 24,500

Amortization of debt discount to interest expense

6,041

Debt instrument remaining discount

$ 9,263

CAPITAL STOCK (Details Narrativ

CAPITAL STOCK (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	Nov. 30, 2018	Mar. 31, 2016	Mar. 31, 2019	Dec. 31, 2018	Apr. 29, 2016	Apr. 28, 2016
Common stock, par value			$ 0.001	$ 0.001
Common stock, authorized shares			2,000,000,000	2,000,000,000	2,000,000,000	100,000,000
Preferred stock, par value			$ 0.001	$ 0.001
Preferred stock, authorized shares			20,000,000	20,000,000
Debt conversion original debt amount			$ 2,285
Reverse stock split description			On April 20, 2016, the Company amended its articles of incorporation to reduce the number of authorized shares of common stock from 1,000,000,000 to 100,000,000 and to affect a one-for-ten reverse stock split of its authorized, issued and outstanding shares of common stock.
Debt conversion, converted instrument, shares issued			1,976,160
Penalty per day for failer to deliver of shares			$ 1,500
Accrued interest payable			679
Derivative liability			$ 8,309
Common stock, issued shares			42,726,200	40,750,040
Common stock, outstanding shares			42,726,200	40,750,040
Accrued Interest Payable [Member]
Debt conversion original debt amount		$ 264,530
Convertible Promissory Notes [Member]
Debt conversion original debt amount		$ 1,615,362
Preferred Stock Series C [Member]
Preferred stock, par value	$ 0.001
Preferred stock, authorized shares	36,000
Preferred stock face value	$ 3,600,000
Preferred stock face value per shares	$ 100
Conversion price description	Each share of Series C Preferred Stock is convertible into twenty thousand (20,000) shares of the Company’s fully paid and nonassessable shares of Common Stock, as adjusted.
Reverse stock split description	whether such assets are capital or surplus of any nature, an amount equal to one hundred dollars ($100.00) for each such share of the Series C Preferred Stock (as adjusted for any combinations. consolidations
Outstanding common share, percentage	4.99%
Preferred Stock Series C [Member] | EllisLab, Inc [Member]
Preferred stock value outstanding			$ 36,000
Series B Preferred Stock [Member]
Preferred stock, par value			$ 100
Conversion price description			The conversion price is the lesser of (1) Fifty Percent (50%) of the lowest trade price of Common Stock recorded on any trade day after December 12, 2012 or (2) the lowest effective price per share granted to any person or entity, including the Holder but excluding officers and directors of the Company, to acquire Common Stock, or adjusted, whether by operation of purchase price adjustment, settlement agreements, exchange agreements, reset provision, floating conversion or otherwise, any outstanding warrant, option or other right to acquire Common Stock or outstanding Common Stock equivalents (the "Conversion Price").
Preferred stock including additional paid in capital			$ 3,000,000
Preferred stock, outstanding shares			16,155	16,155
Preferred stock value outstanding			$ 1,615,500	$ 1,615,500
Outstanding common share, percentage			4.99%
Series B Preferred Stock [Member] | March 2, 2016 [Member]
Preferred stock, par value			$ 0.001
Preferred stock, authorized shares			30,000

STOCK OPTIONS AND WARRANTS (Det

STOCK OPTIONS AND WARRANTS (Details)	3 Months Ended
	Mar. 31, 2019USD ($)shares
Stock Options And Warrants Details Abstract
Outstanding shares, beginning	141,406,250
Granted
Exercised
Forfeited or expired	(1,250)
Outstanding shares, ending	141,405,000
Weighted average exercise price warrants, beginning	0.006
Weighted average exercise price, granted
Weighted average exercise price, exercised
Weighted average exercise price, forfeited or expired	14.80
Weighted average exercise price, ending	0.006
Outstanding weighted average remaining contract term, beginning	9 years 10 months 3 days
Outstanding weighted average remaining contract term, ending	9 years 7 months 6 days
Outstanding, aggregate intrinsic value, ending | $	$ 224,000

STOCK OPTIONS AND WARRANTS (D_2

STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($)	1 Months Ended
	Nov. 30, 2018	Mar. 31, 2019	Dec. 31, 2018
Stock options granted		141,405,000	141,406,250
Common stock issued		42,726,200	40,750,040
Ten-year Option [Member]
Common stock issued	100,000,000
Exercise price of Option per share	$ 0.005
Option exercise description	The option vested upon grant but may not be exercised for 2 years from the date of the Merger.
Stock-based compensation	$ 599,998
Warrants [Member] | Two Consultant [Member]
Common stock issued	40,000,000
Exercise price of Option per share	$ 0.005
Option exercise description	The warrants vested upon grant but may not be exercised for 2 years from the date of issuance.
Stock-based compensation	$ 188,127
Stock Option And Warrants [Member]
Closing price of common stock		$ 0.0066

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details)	3 Months Ended
	Mar. 31, 2019$ / shares
Conversion to stock	Monthly
Stock price on the valuation date	$ 0.0066
Conversion price	$ 0.0045
Years to maturity	15 years
Derivative Liabilities [Member] | Minimum [Member]
Risk free interest rates	2.37%
Expected volatility	236.00%
Derivative Liabilities [Member] | Maximum [Member]
Risk free interest rates	2.58%
Expected volatility	373.00%

DERIVATIVE LIABILITIES (Detai_2

DERIVATIVE LIABILITIES (Details 1) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Derivative liability	$ 7,321,450	$ 10,363,105
Warrants [Member]
Derivative liability	208,211	214,153
Series B Preferred Stock [Member]
Derivative liability	2,356,307	2,339,898
Convertible Notes Payable [Member]
Derivative liability	4,756,932
Convertible Notes Payable [Member]
Derivative liability	$ 4,756,932	$ 7,809,054

OPERATING LEASE (Details)

OPERATING LEASE (Details)	Mar. 31, 2019USD ($)
Operating Lease Details Abstract
2019	$ 9,000
2020	8,000
Total minimum lease payments	17,000
Less amount representing interest	(1,210)
Present value of operating lease obligation	$ 15,790

OPERATING LEASE (Details Narrat

OPERATING LEASE (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Sublease base rent	$ 1,000
Operating lease right to use	15,790
Operating lease liability, current portion	10,912
Operating lease cost	3,000
Jan 1 2019 [Member]
Operating lease liability and corresponding asset	$ 18,352

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Consulting fees	$ 30,000	$ 300,000
Consulting Agreement [Member]
Consulting fees	120,000
Rick Ellis [Member]
Monthly salary received	30,000
Rick Ellis [Member] | December 1, 2018 [Member]
Monthly salary received	$ 10,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Apr. 11, 2019	Apr. 19, 2019	Mar. 31, 2019	Mar. 31, 2018
Debt conversion, converted instrument, shares issued			1,976,160
Proceeds from convertible debt			$ 192,000	$ 191,500
Subsequent Event [Member] | August 2018 $500,000 [Member]
Proceeds from convertible debt	$ 15,000	$ 65,000
Subsequent Event [Member] | May 3, 2019 [Member]
Debt instrument converted amount, principal			2,255
Debt instrument converted amount, interest			$ 707
Debt conversion, converted instrument, shares issued			1,974,927
Subsequent Event [Member] | April 1, 2019 [Member]
Debt instrument converted amount, principal			$ 2,270
Debt instrument converted amount, interest			$ 692
Debt conversion, converted instrument, shares issued			1,974,796