Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 09, 2017 | |
Details | ||
Registrant Name | CANNASYS INC | |
Registrant CIK | 1,417,028 | |
SEC Form | 10-Q | |
Period End date | Sep. 30, 2017 | |
Fiscal Year End | --12-31 | |
Trading Symbol | mjtk | |
Tax Identification Number (TIN) | 880,367,706 | |
Number of common stock shares outstanding | 1,880,974,110 | |
Filer Category | Smaller Reporting Company | |
Current with reporting | Yes | |
Voluntary filer | No | |
Well-known Seasoned Issuer | No | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Contained File Information, File Number | 000-54476 | |
Entity Incorporation, State Country Name | Nevada | |
Entity Address, Address Line One | 1350 17th Street, Suite 150 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80,202 | |
City Area Code | 720 | |
Local Phone Number | 420-1290 |
Condensed Balance Sheet
Condensed Balance Sheet - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash | $ 2,023 | $ 7,090 |
Total Current Assets | 2,023 | 7,090 |
Software, net of amortization of $122,912 and $40,264, respectively | 98,088 | 180,736 |
Available-for-sale securities | 57,500 | 32,500 |
Deposit | 1,500 | 1,500 |
Total Assets | 159,111 | 221,826 |
Current Liabilities: | ||
Accounts payable | 126,713 | 462,320 |
Accrued expenses | 9,342 | 130,091 |
Notes payable | 243,440 | 27,000 |
Notes payable - related party | 114,226 | 0 |
Convertible notes payable, net of discount of $35,033 and $87,908, respectively | 248,639 | 353,740 |
Total Current Liabilities | 742,360 | 973,151 |
Total Liabilities | 742,360 | 973,151 |
Stockholders' Equity (Deficit): | ||
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 1,759,060,598 and 355,734,404 shares issued and outstanding, respectively | 1,759,153 | 355,734 |
Additional paid-in capital | 13,258,288 | 9,357,233 |
Accumulated deficit | (15,605,190) | (10,464,292) |
Total Stockholders' Deficit | (583,249) | (751,325) |
Total Liabilities and Stockholders' Deficit | 159,111 | 221,826 |
Series A Preferred Stock | ||
Stockholders' Equity (Deficit): | ||
Preferred Stock Value | 2,500 | 0 |
Series B Preferred Stock | ||
Stockholders' Equity (Deficit): | ||
Preferred Stock Value | $ 2,000 | $ 0 |
Condensed Balance Sheet - Paren
Condensed Balance Sheet - Parenthetical - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Software, accumulated amortization | $ 122,912 | $ 40,264 |
Convertible notes payable, discount | $ 35,033 | $ 87,908 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 1,759,060,598 | 355,734,404 |
Common Stock, Shares, Outstanding | 1,759,060,598 | 355,734,404 |
Series A Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued | 2,500,000 | 0 |
Preferred Stock, Shares Outstanding | 2,500,000 | 0 |
Series B Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued | 2,000,000 | 0 |
Preferred Stock, Shares Outstanding | 2,000,000 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Details | ||||
Sales revenue | $ 0 | $ 499 | $ 0 | $ 59,150 |
Cost of goods sold | 0 | 0 | 0 | 24,260 |
Gross margin | 0 | 499 | 0 | 34,890 |
Operating Expenses | ||||
Stock-based compensation expense | 13,406 | 119,125 | 101,531 | 604,592 |
Professional fees | 121,246 | 95,286 | 251,156 | 307,713 |
Salary and wage expense | 57,175 | 49,092 | 141,175 | 183,793 |
General and administrative | 109,915 | 68,240 | 238,052 | 198,261 |
Total operating expenses | 301,742 | 331,743 | 731,914 | 1,294,359 |
Loss from operations | (301,742) | (331,244) | (731,914) | (1,259,469) |
Other income (expense): | ||||
Interest expense | (4,822) | (12,749) | (15,017) | (29,204) |
Interest expense-debt discount and loan financing fees | (189,068) | (86,291) | (650,022) | (502,140) |
Impairment loss on investment | 0 | (599,475) | 0 | (599,475) |
Loss on fixed and intangible assets | 0 | (258,766) | 0 | (258,766) |
Debt penalties and settlement costs | (85,741) | 0 | (85,741) | 0 |
Loss on issuance of convertible debt | (349,106) | (418,079) | (2,504,411) | (907,090) |
Gain on forgiveness/settlement of debt | 0 | 40,000 | 2,000 | 40,000 |
Increased valuation of preferred stock | (1,155,793) | 0 | (1,155,793) | 0 |
Total other expense | (1,784,530) | (1,335,360) | (4,408,984) | (2,256,675) |
Loss before provision for income taxes | (2,086,272) | (1,666,604) | (5,140,898) | (3,516,144) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (2,086,272) | $ (1,666,604) | $ (5,140,898) | $ (3,516,144) |
Basic and diluted loss per common share | $ 0 | $ (0.50) | $ (0.01) | $ (1.77) |
Weighted average number of common shares outstanding | 1,450,936,026 | 3,365,342 | 948,513,559 | 1,990,980 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flow from operating activities | ||
Net loss | $ (5,140,898) | $ (3,516,144) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 82,648 | 13,824 |
Stock-based compensation | 101,531 | 604,592 |
Amortization of debt discount | 650,022 | 502,140 |
Severance expense | 28,000 | 33,717 |
Impairment loss on investment | 0 | 599,475 |
Debt penalties and settlement costs | 85,741 | 0 |
Loss on issuance of convertible debt | 2,504,411 | 907,090 |
Loss on fixed and intangible assets | 0 | 258,766 |
Gain on forgiveness of debt | (2,000) | (40,000) |
Increased valuation of preferred stock | 1,155,793 | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | 0 | 4,550 |
Other assets | 0 | (1,500) |
Related-party payable | (57,995) | 0 |
Accounts payable | 8,477 | 237,799 |
Accrued expenses | (25,354) | 87,831 |
Net cash used in operating activities | (609,624) | (307,860) |
Net Cash Provided by (Used in) Investing Activities | ||
Purchase of available-for-sale securities | (25,000) | 0 |
Net cash used in investing activities | (25,000) | 0 |
Cash flows from financing activities: | ||
Proceeds from loans | 499,627 | 315,500 |
Payments on loans | (40,750) | (13,500) |
Proceeds from the sale of common stock | 170,680 | 0 |
Net cash provided by financing activities | 629,557 | 302,000 |
Net decrease in cash | (5,067) | (5,860) |
Cash at beginning of the period | 7,090 | 7,720 |
Cash at end of the period | 2,023 | 1,860 |
Supplemental Cash Flow Information | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
Supplemental Cash Flow Elements | ||
Preferred stock issued for services | 2,838,000 | 0 |
Common stock issued for services | 2,031 | 117,500 |
Issuance of convertible notes payable | 3,026,039 | 1,269,193 |
Common stock issued for software | $ 0 | $ 221,000 |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 1 - Organization and Description of Business | NOTE 1—ORGANIZATION AND DESCRIPTION OF BUSINESS Organization We were organized as a Nevada corporation on August 25, 1999. On August 15, 2014, we entered into an Agreement and Plan of Merger to combine our business and activities with CannaSys, Inc., a privately held Colorado corporation focused on providing services to the cannabis industry (“CannaSys-Colorado”), into a single entity (the “Merger”). CannaSys-Colorado was originally formed on October 4, 2013, as a limited liability company, and converted to a corporation on June 26, 2014. Under the terms of the merger agreement, our wholly owned subsidiary formed to effectuate the Merger was merged with and into CannaSys-Colorado, the surviving entity, which then became our wholly owned subsidiary. Due to the CannaSys-Colorado shareholders controlling us after the Merger, CannaSys-Colorado was considered the accounting acquirer. The transaction was therefore recognized as a reverse acquisition of us by CannaSys-Colorado. In connection with the closing of the Merger and after meeting the requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), on November 12, 2014, we filed amended and restated articles of incorporation with the Nevada Secretary of State that: (i) changed our name to CannaSys, Inc.; (ii) increased our authorized capital stock to 80,000,000 shares, consisting of 75,000,000 shares of common stock and 5,000,000 shares of preferred stock; (iii) authorized 5,000,000 shares of preferred stock; and (iv) made other modernizing, nonmaterial changes to our articles of incorporation. Changing our corporate name to CannaSys, Inc. was a condition to the Merger transaction. The name change better reflected the nature of our principal business operations and it became effective in the OTC market on December 2, 2014, when FINRA announced the name change. We also received a new CUSIP number and our trading symbol was changed to “MJTK.” On October 17, 2016, we completed a recapitalization of our company, consisting of a 20-to-one reverse split and an increase of authorized capitalization. Our amended and restated articles of incorporation authorize us to issue 2,005,000,000 shares of capital stock, consisting of 2,000,000,000 shares of common stock, par value $0.001, and 5,000,000 shares of preferred stock, par value $0.001. This recapitalization triggered the automatic conversion of 1,515,000 shares of Series A Preferred Stock to 75,750 shares of common stock. Nature of Business We provide technology services in the ancillary space of the cannabis industry. We do not produce, sell, or handle in any manner cannabis products. As the current cannabis industry grows and gains momentum around the country, technology needs for the industry have been largely underserved. Our focus on this niche element of the industry creates many efficient and profitable tools for both industry owners and consumers. Since inception, we have developed, refined, and introduced branded products, membership loyalty programs, text-message-based platforms for customer engagement, and laboratory management systems into the cannabis industry. To support marketing and delivery of our principal products and to access other products and services, we are expanding a network of strategic alliances within the industry to build an array of product and service offerings and to increase use of our distribution channels. Most of our active strategic relationships were only recently initiated and are yet to generate revenue. We seek funding to launch our integrated cannabis-industry product and service suite. Our primary business objectives are to generate stable revenues and cash flows through the development of vertically integrated distribution centers and to collect and monetize cannabis consumer data. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 2 - Summary of Significant Accounting Policies | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Unaudited Interim Financial Information The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These financial statements should be read in conjunction with the audited financial statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2016. The results of the nine months ended September 30, 2017, are not necessarily indicative of the results to be expected for the full year ending December 31, 2017. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments We follow Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 825-10-50-10, Financial Instruments—Overall—Disclosure, Fair Value Measurement—Overall—Subsequent Measure—Fair Value Hierarchy, Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of our financial assets and liabilities, such as cash, prepaid expenses, and accrued expenses, approximate their fair value because of the short maturity of those instruments. Our notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to us for similar financial arrangements at September 30, 2017. The following table presents assets and liabilities that are measured and recognized at fair value on a recurring basis: Total Gains Description Level 1 Level 2 Level 3 and (Losses) September 30, 2017: Available-for-sale securities $ - $ - $ 57,500 $ - Total $ - $ - $ 57,500 $ - December 31, 2016: Available-for-sale securities $ - $ - $ 32,500 $ - Total $ - $ - $ 32,500 $ - Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02— Leases (Topic 842) Leases (FAS 13) In June 2016, the FASB issued ASU 2016-15— Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB’s Emerging Issues Task Force) We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. |
Note 3 - Going Concern
Note 3 - Going Concern | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 3 - Going Concern | NOTE 3—GOING CONCERN As reflected in the accompanying financial statements, we have an accumulated deficit of $15,605,190 at September 30, 2017, had a net loss of $5,140,898, and used net cash of $609,624 in operating activities for the nine months September 30, 2017. These factors raise substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. While we are attempting to increase operations and revenues, our cash position may not be significant enough to support our daily operations. Management intends to raise additional funds by way of debt and equity financing. Management believes that the actions presently being taken to further implement our business plan and generate increased revenues provide the opportunity for us to continue as a going concern. While we believe in the viability of our strategy to generate increased revenues and in our ability to raise additional funds, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to further implement our business plan and generate increased revenues. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 4 - Property and Equipment | NOTE 4—PROPERTY AND EQUIPMENT Furniture, fixtures, and equipment, stated at cost, less accumulated depreciation consisted of the following at: September 30, December 31, 2017 2016 Furniture, fixtures, and equipment $ - $ 8,403 Less: accumulated depreciation - (4,637) Loss on disposal - (3,766) Fixed assets, net $ - $ - During the year ended December 31, 2016, we disposed of $8,403 of office furniture we were no longer using, resulting in a loss on disposal of $3,766. Depreciation Expense Depreciation expense for the nine months ended September 30, 2017 and 2016, was $0 and $13,824, respectively. Software, stated at cost, less accumulated amortization consisted of the following at: September 30, December 31, 2017 2016 Software $ 221,000 $ - Less: accumulated amortization (122,912) - Fixed assets, net $ 98,088 $ - Amortization Expense Amortization expense for the software for nine months ended September 30, 2017 and 2016, was $122,912 and $0, respectively. |
Note 5 - Available For Sale Sec
Note 5 - Available For Sale Securities | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 5 - Available For Sale Securities | NOTE 5 — AVAILABLE-FOR-SALE SECURITIES On December 10, 2015, we acquired a 1.083% interest in Duby, LLC for $32,500. Duby is a social media application focused on cannabis consumers. As part of the acquisition, Duby plans to assist in the promotion of our products and services on its platform. We purchased the interest in Duby as part of ongoing negotiations for the joint marketing and promotion of our respective products. The purchase is being accounted for according to ASC 320, Debt and Equity Securities On February 12, 2017, we acquired 2,500,000 shares of stock in Alliance Financial Network, Inc. (“AFN”) for $25,000. The shares were purchased pursuant to a non-binding letter of intent in which we were to acquire 100% of the assets of AFN. That letter of intent was terminated on May 9, 2017. As AFN is not a public company with active trading by which the investment could be valued at September 30, 2017, we performed an impairment analysis and determined that as of September 30, 2017, there had been no impairment to the value of the purchased interest in AFN. |
Note 6-Asset Purchase
Note 6-Asset Purchase | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 6-Asset Purchase | NOTE 6—ASSET PURCHASE On August 10, 2016, we entered into an Asset Purchase Agreement and a General Assignment and Bill of Sale, with Beta Killers LLC, a Colorado limited liability company, whereby we acquired all of the assets comprising the current version of the Citizen Toke application, including all Intellectual Property (as defined in the agreement), code, and other intangibles and related documentation associated with Citizen Toke. The purchase price was 1,000,000 shares of common stock. The shares were valued at $0.22 per share, the closing price on the date of purchase, for a total purchase price of $221,000. The software is being amortized over its estimated useful life of three years. On September 20, 2017, we issued 2,000,000 shares of Series B Preferred Stock to Beta Killers LLC, as consideration for and in exchange of its agreement to waive our prior defaults, release us from our obligations under the asset purchase agreement and related agreements, and enter into an additional statement of work under our master services agreement. |
Note 7 - Commitments and Contin
Note 7 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 7 - Commitments and Contingencies | NOTE 7—COMMITMENTS AND CONTINGENCIES Operating Lease We currently sublease office space in Denver, Colorado. We signed a month-to-month lease starting January 1, 2016. Current lease payments are based on number of desks being occupied not to exceed $1,500 per month. The sublease required a deposit of $1,500, which was paid on January 25, 2016. |
Note 8 - Related-party Transact
Note 8 - Related-party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 8 - Related-party Transactions | NOTE 8—RELATED-PARTY TRANSACTIONS Refer to Note 12 for warrants issued. On July 1, 2017, we entered into an executive employment agreement with Patrick G. Burke to serve as our chief executive officer, chief financial officer, and corporate secretary for a term of one year, with automatic renewals, unless terminated. Mr. Burke’s compensation in this position consists of an annual base salary of $84,000. In connection therewith, Mr. Burke was awarded 2,250,000 shares of our common stock, to vest in equal quarterly increments over a one-year period. Mr. Burke was also appointed to our board of directors, to serve until his successor is elected and qualified. Effective July 1, 2017, Michael Tew resigned as our chief executive officer, chief financial officer, and corporate secretary, his employment agreement was terminated, and he entered into a consulting agreement and a separation and mutual release agreement with us. Mr. Tew continues to serve as a director. In connection therewith, we issued to Mr. Tew a promissory note in the amount of $44,380 for his past-due compensation and severance, which was paid in full on September 11, 2017. In addition. Mr. Tew received a bonus, for services provided, of $22,175. On September 11, 2017, our board appointed Ben Tyson, founder of Beta Killers LLC, as one of our directors, to serve until his successor is elected and qualified. On September 20, 2017, we issued 2,000,000 shares of Series B Preferred Stock to Beta Killers LLC, as consideration for and in exchange of its agreement to waive our prior defaults, release us from our obligations under the asset purchase agreement and related agreements, and enter into an additional statement of work under our master services agreement. Our director Ben Tyson is also managing member and chief executive officer of Beta Killers LLC. On September 20, 2017, we issued 500,000 shares of Series A Preferred Stock to each of our directors in consideration of their future service on our board. |
Note 9 - Notes Payable in Defau
Note 9 - Notes Payable in Default | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 9 - Notes Payable in Default | NOTE 9—NOTE PAYABLE On April 27, 2016, we issued a promissory note for $27,000 to an investor in conjunction with assignment of his note dated June 26, 2015, to another investor. The note included a $25,000 cash payment and a $2,000 original issue discount. The note is unsecured, accrues interest at 1% per annum, and is due and payable on October 26, 2016. In connection with the execution of the promissory note, we also issued a warrant to purchase 5,000 shares of common stock (Note 12). On January 5, 2017, this note was assigned to and purchased by Microcap Equity Group LLC, which converted the debt in full in January. |
Note 10 - Notes Payable in Defa
Note 10 - Notes Payable in Default | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 10 - Notes Payable in Default | NOTE 10 — NOTE PAYABLE IN DEFAULT On May 5, 2016, we issued to Blackbridge Capital, LLC, a Convertible Promissory Note in the principal amount of $50,000 (the “Amended Note”). The Amended Note amends and restates an unsecured promissory note of $50,000, dated June 26, 2015, in favor of Jeff Holmes (the “Original Note”), which Mr. Holmes assigned to Blackbridge as part of the transaction under an Assignment and Assumption Agreement. As consideration for Mr. Holmes’ assignment of the Original Note to Blackbridge, Blackbridge paid $48,000 to Mr. Holmes, retaining $2,000 for its legal fees. The Amended Note accrues interest at the rate of 1% per annum, is convertible into shares of common stock at a conversion price of 50% of the lowest trading price in the 20 trading days before the conversion date, and matured on October 27, 2016. During the year ended December 31, 2016, $45,500 of principal was converted to shares of common stock. As of September 30, 2017, there is $4,500 and $87 of principal and accrued interest due on this note, respectively. This note is currently in default. |
Note 11 - Convertible Notes Pay
Note 11 - Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 11 - Convertible Notes Payable | NOTE 11—CONVERTIBLE NOTES PAYABLE The following is a summary of outstanding convertible promissory notes as of December 31, 2016: Stated Principal Balance Note Holder Issue Date Maturity Date Interest Rate Outstanding EMA Financial, LLC 10/14/2015 10/14/2016 12% $ - (1) Tangiers Investment Group, LLC 11/18/2015 11/19/2016 10% 2,216 (2) Kodiak Capital Group, LLC 11/30/2015 12/01/2016 12% 44,687 (3) Auctus Fund, LLC 12/03/2015 09/03/2016 10% - (4) Kodiak Capital Group, LLC 12/15/2015 07/15/2016 0% 50,000 Adar Bays, LLC 12/16/2015 12/16/2016 8% - (5) Colonial Stock Transfer 01/14/2016 01/14/2017 10% 7,507 (6) Blackbridge Capital, LLC 04/27/2016 10/27/2016 1% 4,500 (7) EMA Financial, LLC 05/05/2016 05/05/2017 12% 32,883 (8) Black Forest Capital, LLC 05/31/2016 05/31/2017 8% - (9) Black Forest Capital, LLC 05/31/2016 05/31/2017 2% - (10) Adar Bays, LLC 07/12/2016 04/12/2017 8% - (11) Auctus Fund, LLC 07/20/2016 04/20/2017 10% 45,750 Microcap Equity Group LLC 10/13/2016 10/13/2017 12% - (12) Microcap Equity Group LLC 10/21/2016 10/21/2017 12% 7,400 Black Forest Capital, LLC 10/24/2016 04/24/2017 8% 78,600 (13) Black Forest Capital, LLC 11/04/2016 11/04/2017 8% 27,500 Auctus Fund, LLC 12/07/2016 09/07/2017 12% 40,750 Adar Bays, LLC 12/12/2016 12/12/2017 8% 14,855 (14) Black Forest Capital, LLC 12/14/2016 12/14/2017 8% 27,500 Adar Bays, LLC 12/20/2016 12/12/2017 8% 57,500 $441,648 Less debt discount: (87,908) Convertible notes payable, net of discount: $353,740 _______________ (1) Converted $33,300 of principal to common stock. (2) Converted $57,784 of principal to common stock. (3) Converted $5,313 of principal to common stock. (4) Converted $49,250 of principal to common stock. (5) Converted $35,000 of principal to common stock. (6) Converted $2,400 of principal to common stock. (7) Converted $45,500 of principal to common stock. (8) Converted $20,617 of principal to common stock. (9) Converted $30,000 of principal to common stock. (10) Converted $50,000 of principal to common stock. (11) Converted $35,000 of principal to common stock (12) Converted $50,000 of principal to common stock (13) Converted $48,900 of principal to common stock (14) Converted $60,156 of principal to common stock Accrued interest on the above notes was $23,700 as of December 31, 2016. The following is a summary of outstanding convertible promissory notes as of September 30, 2017: Stated Principal Balance Note Holder Issue Date Maturity Date Interest Rate Outstanding Blackbridge Capital, LLC 04/27/2016 10/27/2016 1% $ 4,500 (1) Adar Bays LLC 12/20/2016 12/12/2017 8% - (2) Black Forest Capital, LLC 01/23/2017 01/23/2018 8% - (3) Black Forest Capital, LLC 02/15/2017 02/15/2018 8% - (4) Black Forest Capital, LLC 03/10/2017 03/10/2018 8% 47,757 (5) Black Forest Capital, LLC 04/28/2017 04/28/2018 8% 28,875 Adar Bays LLC 05/15/2017 12/12/2017 8% - (6) Adar Bays LLC 07/19/2017 02/15/2017 8% - (7) BNA Investment Capital, LLC 08/18/2017 08/18/2018 8% 55,000 Black Forest Capital, LLC 09/11/2017 09/11/2018 8% 92,540 BNA Investment Capital, LLC 09/18/2017 9/18/2017 8% 55,000 283,672 Less debt discount: (35,033) Convertible notes payable, net of discount: 248,639 _______________ (1) Converted $45,500 of principal to common stock. (2) Converted $57,500 of principal to common stock. (3) Converted $27,500 of principal to common stock. (4) Converted $121,132 of principal to common stock. (5) Converted $7,243 of principal to common stock. (6) Converted $58,500 of principal to common stock. (7) Converted $55,725 of principal to common stock. Accrued interest on the above notes was $5,909 as September 30, 2017. Debt discount expense including original issue discounts for the nine months ended September 30, 2017 and 2016, was $650,022 and $502,140, respectively. Based on the fair value of the embedded conversion options on the day of issuance, a loss of $2,504,411 and $907,090 for the nine months ended September 30, 2017 and 2016, respectively, was recorded in the statement of operations. |
Note 12 - Stock Warrants
Note 12 - Stock Warrants | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 12 - Stock Warrants | NOTE 12—STOCK WARRANTS The warrants issued by us are classified as equity. The fair value of the warrants calculated at the time of grant was recorded as an increase to additional paid-in-capital. On December 24, 2015, we issued a warrant to purchase 150,000 shares of common stock to our chief executive officer. As of December 31, 2015, the warrant had vested for 87,500 shares, with an aggregate fair value of $612,500. As of December 31, 2016, the warrant vested for another 50,000 shares, with an aggregate fair value of $350,000. The remaining warrants for 12,500 shares vested in the three months ended March 31, 2017, with an aggregate fair value of $87,500. The aggregate fair value is based on the Black-Scholes-Merton pricing model using the following estimates: exercise price of $1.00, stock price of $7.00, 1.33% risk free rate, 842% volatility, and expected life of the warrant of three years. On December 24, 2015, we issued a warrant to purchase 25,000 shares of common stock to one of our directors. The aggregate fair value of the warrant totaled $175,000 based on the Black-Scholes-Merton pricing model using the following estimates: exercise price of $1.00, stock price of $7.00, 1.33% risk free rate, 842% volatility, and expected life of the warrant of three years. On December 24, 2015, we issued a warrant to purchase 12,500 shares of common stock to one of our directors. The aggregate fair value of the warrant totaled $87,500 based on the Black-Scholes-Merton pricing model using the following estimates: exercise price of $1.00, stock price of $7.00, 1.33% risk free rate, 842% volatility, and expected life of the warrant of three years. On December 24, 2015, we issued a warrant to purchase 7,500 shares of common stock to a former director. As of December 31, 2015, the warrant had vested for 1,875 shares. The aggregate fair value of the vested warrant totaled $13,125 based on the Black-Scholes-Merton pricing model using the following estimates: exercise price of $1.00, stock price of $7.00, 1.33% risk free rate, 842% volatility, and expected life of the warrant of three years. On March 22, 2016, we accepted the resignation of Mr. Wollins resulting in the cancellation of the warrant for the remaining 5,625 shares. On January 21, 2016, we issued a warrant to purchase 15,625 shares of common stock to an investor. The aggregate fair value of the warrant totaled $71,875 based on the Black-Scholes-Merton pricing model using the following estimates: exercise price of $8.00, stock price of $4.60, 2.02% risk free rate, 600% volatility, and expected life of the warrant of 10 years. On January 24, 2016, pursuant to the terms of a consulting agreement, we issued a warrant to purchase 5,000 shares of common stock to an investor, with an exercise price of $4.60 per share, that expires January 23, 2017. The aggregate fair value of the warrant totaled $28,967 based on the Black-Scholes-Merton pricing model using the following estimates: exercise price of $4.60, stock price of $5.80, 0.47% risk free rate, 638% volatility, and expected life of the warrant of one year. On April 28, 2016, pursuant to the terms of a promissory note with an investor, we issued a warrant to purchase 5,000 shares of common stock. The aggregate fair value of the warrant totaled $27,000 based on the Black-Scholes-Merton pricing model using the following estimates: exercise price of $1.00, stock price of $5.40, 0.91% risk free rate, 1,177% volatility, and expected life of the warrant of 2.68 years. A summary of the outstanding warrants as of December 31, 2016 and September 30, 2017, is as follows: Shares Available to Weighted Weighted Purchase with Average Average Warrants Price Fair Value Outstanding, December 31, 2016 215,000 $1.60 $6.80 Issued - - - Exercised - - - Cancelled - - - Expired 5,000 - - Outstanding, September 30, 2017 210,000 $1.60 $6.80 Exercisable, September 30, 2017 210,000 $1.60 $6.80 Number Weighted Range of Outstanding Average Remaining Weighted Average Exercise Prices 09/30/2017 Contractual Life Exercise Price $1.00 - $8.00 210,000 1.7 years $1.80 |
Note 13 - Stockholders' Equity
Note 13 - Stockholders' Equity (deficit) | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 13 - Stockholders' Equity (deficit) | NOTE 13—STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock On July 29, 2016, we filed an Amendment to the Articles of Incorporation Designating Rights, Privileges, and Preferences of Series A Preferred Stock with the Nevada Secretary of State respecting 1,515,000 shares of Series A Preferred Stock. On September 18, 2017, we filed a Certificate of Amendment to Certificate of Designation after Issuance of Class or Series for our Series A Preferred Stock to designate the rights, privileges, and preferences of 2,500,000 shares of the Series A Preferred Stock. Shares of Series A Preferred Stock may be converted at the holder’s election into shares of common stock, at the conversion rate of four shares of fully paid and nonassessable common stock for one share of Series A Preferred Stock. Each share is entitled to 100 votes, voting with the common stock as a single class. On September 18, 2017, we filed a Certificate of Designation for our Series B Preferred Stock to designate the rights, privileges, and preferences of 2,000,000 shares of Series B Preferred Stock. Shares of Series B Preferred Stock may be converted at the holder’s election into shares of common stock, at the conversion rate of one share of fully paid and nonassessable common stock for one share of Series B Preferred Stock. Each share is entitled to 1,000 votes, voting with the common stock as a single class. Both the Series A Preferred Stock and Series B Preferred Stock rank equal to our common stock respecting the payment of dividends and distribution of assets upon liquidation, dissolution, or winding up. On September 20, 2017, we issued 500,000 shares of Series A Preferred Stock to each of our directors, for a total of 2,500,000 shares of Series A Preferred, in consideration of their future service on our board. The shares were valued using $0.0012, the closing stock price on the date of grant, based on the conversion rights of one preferred share for four common shares, for total noncash expense of $12,000. On September 20, 2017, we issued 2,000,000 shares of Series B Preferred Stock to Beta Killers LLC, as consideration for and in exchange of its agreement to waive our prior defaults, release us from our obligations under the asset purchase agreement and related agreements, and enter into an additional statement of work. The shares were valued at $0.0012, the closing stock price on the date of grant, based on the conversion rights of one preferred share for one common shares, for total noncash expense of $2,400. The issuance of both the Series A and Series B Preferred Stock constitutes an increase of control due to the conversion rights of both series. We fair valued the additional percentage of control obtained in excess of that already held by the parties who received the preferred stock. The value was determined using 1,688,420,598 shares of common stock and the closing price of $0.0012 on September 20, 2017, for a noncash expense of $1,155,793. Common Stock On February 2, 2017, we sold 36,000,000 shares of common stock to Kodiak Capital Group LLC for total cash proceeds of $148,680. On June 15, 2017, we sold 21,000,000 shares of common stock to Kodiak Capital Group LLC for total cash proceeds of $22,000. During the nine months ended September 30, 2017, we issued 1,225,000 shares of common stock for services to our chief executive officer. The shares were valued at the closing stock price on the date of grant, for a total noncash expense of $2,031. The following table reflects the amounts of principal, interest, and fees converted, and the corresponding number of shares issued, in connection with outstanding convertible promissory notes during the nine months ended September 30, 2017: Date Note Holder Shares Issued Amount 01/03/2017 EMA Financial LLC 17,400,000 $ 17,400.00 01/04/2017 EMA Financial LLC 19,200,000 19,200.00 01/05/2017 Adar Bays LLC 18,637,742 14,444.25 01/05/2017 Black Forest Capital LLC 10,000,000 7,750.00 01/06/2017 EMA Financial LLC 21,704,000 21,704.00 01/11/2017 Black Forest Capital LLC 15,000,000 11,625.00 01/13/2017 Black Forest Capital LLC 20,000,000 15,500.00 01/13/2017 EMA Financial LLC 24,556,110 24,556.11 01/13/2017 Microcap Equity Group LLC 22,851,306 17,138.48 01/17/2017 Black Forest Capital LLC 22,000,000 17,050.00 01/17/2017 Microcap Equity Group LLC 13,148,693 9861.52 01/17/2017 Tangiers Investment Group LLC 21,569,061 15,044.42 01/18/2017 Black Forest Capital LLC 22,500,000 17,437.50 01/18/2017 Kodiak Capital Group LLC 52,000,000 20,800.00 01/19/2017 Black Forest Capital LLC 11,939,846 9,253.38 01/19/2017 Kodiak Capital Group LLC 65,000,000 26,000.00 01/20/2017 Auctus Fund LLC 32,760,000 20,311.20 01/20/2017 Colonial Stock Transfer 13,289,051 8,970.11 01/24/2017 Kodiak Capital Group LLC 77,000,000 30,800.00 01/30/2017 Auctus Fund LLC 42,700,000 17,080.00 02/13/2017 Kodiak Capital Group LLC 24,716,275 9,886.51 02/13/2017 Kodiak Capital Group LLC 48,000,000 19,200.00 02/15/2017 Auctus Fund LLC 45,207,264 30,741.00 04/25/2017 Microcap Equity Group LLC 5,410,489 7,845.21 05/04/2017 Black Forest Capital LLC 10,344,828 15,000.00 05/10/2017 Black Forest Capital LLC 16,666,667 12,500.00 06/14/2017 Black Forest Capital LLC 20,833,334 12,500.00 06/20/2017 Black Forest Capital LLC 25,000,000 15,000.00 06/12/2017 Microcap Equity Group LLC 20,992,286 12,595.72 06/19/2017 Adar Bays LLC 8,333,333 5,000.00 06/21/2017 Adar Bays LLC 58,000,000 34,800.00 07/11/2017 Adar Bays LLC 30,965,477 20,127.56 07/17/2017 Adar Bays LLC 63,076,923 41,000.00 07/24/2017 Black Forest Capital LLC 44,690,831 29,049.04 08/03/2017 Adar Bays LLC 26,606,154 17,294.00 08/18/2017 Black Forest Capital LLC 42,857,143 30,000.00 08/21/2017 Adar Bays LLC 22,142,857 15,500.00 08/28/2017 Adar Bays LLC 27,272,727 15,000.00 08/28/2017 Black Forest Capital LLC 52,500,000 28,875.00 09/11/2017 Adar Bays LLC 25,454,545 14,000.00 09/11/2017 Black Forest Capital LLC 36,363,637 20,000.00 09/14/2017 Adar Bays LLC 26,503,740 13,251.87 09/19/2017 Black Forest Capital LLC 50,000,000 25,000.00 09/29/2017 Black Forest Capital LLC 70,000,000 24,500.00 1,345,194,319 |
Note 14 - Subsequent Events
Note 14 - Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 14 - Subsequent Events | NOTE 14—SUBSEQUENT EVENTS In accordance with ASC 855-10, Subsequent Events |
Note 2 - Summary of Significa20
Note 2 - Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Policies | |
Basis of Unaudited Interim Financial Information | Basis of Unaudited Interim Financial Information The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These financial statements should be read in conjunction with the audited financial statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2016. The results of the nine months ended September 30, 2017, are not necessarily indicative of the results to be expected for the full year ending December 31, 2017. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We follow Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 825-10-50-10, Financial Instruments—Overall—Disclosure, Fair Value Measurement—Overall—Subsequent Measure—Fair Value Hierarchy, Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of our financial assets and liabilities, such as cash, prepaid expenses, and accrued expenses, approximate their fair value because of the short maturity of those instruments. Our notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to us for similar financial arrangements at September 30, 2017. The following table presents assets and liabilities that are measured and recognized at fair value on a recurring basis: Total Gains Description Level 1 Level 2 Level 3 and (Losses) September 30, 2017: Available-for-sale securities $ - $ - $ 57,500 $ - Total $ - $ - $ 57,500 $ - December 31, 2016: Available-for-sale securities $ - $ - $ 32,500 $ - Total $ - $ - $ 32,500 $ - |
Recently Issued Accounting Pronouncements | We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. |
Note 2 - Summary of Significa21
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Tables/Schedules | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents assets and liabilities that are measured and recognized at fair value on a recurring basis: Total Gains Description Level 1 Level 2 Level 3 and (Losses) September 30, 2017: Available-for-sale securities $ - $ - $ 57,500 $ - Total $ - $ - $ 57,500 $ - December 31, 2016: Available-for-sale securities $ - $ - $ 32,500 $ - Total $ - $ - $ 32,500 $ - |
Note 4 - Property and Equipme22
Note 4 - Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Tables/Schedules | |
Schedule of Property and Equipment | Furniture, fixtures, and equipment, stated at cost, less accumulated depreciation consisted of the following at: September 30, December 31, 2017 2016 Furniture, fixtures, and equipment $ - $ 8,403 Less: accumulated depreciation - (4,637) Loss on disposal - (3,766) Fixed assets, net $ - $ - |
Schedule of software cost | Software, stated at cost, less accumulated amortization consisted of the following at: September 30, December 31, 2017 2016 Software $ 221,000 $ - Less: accumulated amortization (122,912) - Fixed assets, net $ 98,088 $ - |
Note 11 - Convertible Notes P23
Note 11 - Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Tables/Schedules | |
Schedule of convertible promissory notes | The following is a summary of outstanding convertible promissory notes as of December 31, 2016: Stated Principal Balance Note Holder Issue Date Maturity Date Interest Rate Outstanding EMA Financial, LLC 10/14/2015 10/14/2016 12% $ - (1) Tangiers Investment Group, LLC 11/18/2015 11/19/2016 10% 2,216 (2) Kodiak Capital Group, LLC 11/30/2015 12/01/2016 12% 44,687 (3) Auctus Fund, LLC 12/03/2015 09/03/2016 10% - (4) Kodiak Capital Group, LLC 12/15/2015 07/15/2016 0% 50,000 Adar Bays, LLC 12/16/2015 12/16/2016 8% - (5) Colonial Stock Transfer 01/14/2016 01/14/2017 10% 7,507 (6) Blackbridge Capital, LLC 04/27/2016 10/27/2016 1% 4,500 (7) EMA Financial, LLC 05/05/2016 05/05/2017 12% 32,883 (8) Black Forest Capital, LLC 05/31/2016 05/31/2017 8% - (9) Black Forest Capital, LLC 05/31/2016 05/31/2017 2% - (10) Adar Bays, LLC 07/12/2016 04/12/2017 8% - (11) Auctus Fund, LLC 07/20/2016 04/20/2017 10% 45,750 Microcap Equity Group LLC 10/13/2016 10/13/2017 12% - (12) Microcap Equity Group LLC 10/21/2016 10/21/2017 12% 7,400 Black Forest Capital, LLC 10/24/2016 04/24/2017 8% 78,600 (13) Black Forest Capital, LLC 11/04/2016 11/04/2017 8% 27,500 Auctus Fund, LLC 12/07/2016 09/07/2017 12% 40,750 Adar Bays, LLC 12/12/2016 12/12/2017 8% 14,855 (14) Black Forest Capital, LLC 12/14/2016 12/14/2017 8% 27,500 Adar Bays, LLC 12/20/2016 12/12/2017 8% 57,500 $441,648 Less debt discount: (87,908) Convertible notes payable, net of discount: $353,740 _______________ (1) Converted $33,300 of principal to common stock. (2) Converted $57,784 of principal to common stock. (3) Converted $5,313 of principal to common stock. (4) Converted $49,250 of principal to common stock. (5) Converted $35,000 of principal to common stock. (6) Converted $2,400 of principal to common stock. (7) Converted $45,500 of principal to common stock. (8) Converted $20,617 of principal to common stock. (9) Converted $30,000 of principal to common stock. (10) Converted $50,000 of principal to common stock. (11) Converted $35,000 of principal to common stock (12) Converted $50,000 of principal to common stock (13) Converted $48,900 of principal to common stock (14) Converted $60,156 of principal to common stock Accrued interest on the above notes was $23,700 as of December 31, 2016. The following is a summary of outstanding convertible promissory notes as of September 30, 2017: Stated Principal Balance Note Holder Issue Date Maturity Date Interest Rate Outstanding Blackbridge Capital, LLC 04/27/2016 10/27/2016 1% $ 4,500 (1) Adar Bays LLC 12/20/2016 12/12/2017 8% - (2) Black Forest Capital, LLC 01/23/2017 01/23/2018 8% - (3) Black Forest Capital, LLC 02/15/2017 02/15/2018 8% - (4) Black Forest Capital, LLC 03/10/2017 03/10/2018 8% 47,757 (5) Black Forest Capital, LLC 04/28/2017 04/28/2018 8% 28,875 Adar Bays LLC 05/15/2017 12/12/2017 8% - (6) Adar Bays LLC 07/19/2017 02/15/2017 8% - (7) BNA Investment Capital, LLC 08/18/2017 08/18/2018 8% 55,000 Black Forest Capital, LLC 09/11/2017 09/11/2018 8% 92,540 BNA Investment Capital, LLC 09/18/2017 9/18/2017 8% 55,000 283,672 Less debt discount: (35,033) Convertible notes payable, net of discount: 248,639 _______________ (1) Converted $45,500 of principal to common stock. (2) Converted $57,500 of principal to common stock. (3) Converted $27,500 of principal to common stock. (4) Converted $121,132 of principal to common stock. (5) Converted $7,243 of principal to common stock. (6) Converted $58,500 of principal to common stock. (7) Converted $55,725 of principal to common stock. |
Note 12 - Stock Warrants (Table
Note 12 - Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Tables/Schedules | |
Schedule of Warrants, Activity | A summary of the outstanding warrants as of December 31, 2016 and September 30, 2017, is as follows: Shares Available to Weighted Weighted Purchase with Average Average Warrants Price Fair Value Outstanding, December 31, 2016 215,000 $1.60 $6.80 Issued - - - Exercised - - - Cancelled - - - Expired 5,000 - - Outstanding, September 30, 2017 210,000 $1.60 $6.80 Exercisable, September 30, 2017 210,000 $1.60 $6.80 |
Note 13 - Stockholders' Equit25
Note 13 - Stockholders' Equity (deficit) (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Tables/Schedules | |
Schedule of Debt Conversions | Date Note Holder Shares Issued Amount 01/03/2017 EMA Financial LLC 17,400,000 $ 17,400.00 01/04/2017 EMA Financial LLC 19,200,000 19,200.00 01/05/2017 Adar Bays LLC 18,637,742 14,444.25 01/05/2017 Black Forest Capital LLC 10,000,000 7,750.00 01/06/2017 EMA Financial LLC 21,704,000 21,704.00 01/11/2017 Black Forest Capital LLC 15,000,000 11,625.00 01/13/2017 Black Forest Capital LLC 20,000,000 15,500.00 01/13/2017 EMA Financial LLC 24,556,110 24,556.11 01/13/2017 Microcap Equity Group LLC 22,851,306 17,138.48 01/17/2017 Black Forest Capital LLC 22,000,000 17,050.00 01/17/2017 Microcap Equity Group LLC 13,148,693 9861.52 01/17/2017 Tangiers Investment Group LLC 21,569,061 15,044.42 01/18/2017 Black Forest Capital LLC 22,500,000 17,437.50 01/18/2017 Kodiak Capital Group LLC 52,000,000 20,800.00 01/19/2017 Black Forest Capital LLC 11,939,846 9,253.38 01/19/2017 Kodiak Capital Group LLC 65,000,000 26,000.00 01/20/2017 Auctus Fund LLC 32,760,000 20,311.20 01/20/2017 Colonial Stock Transfer 13,289,051 8,970.11 01/24/2017 Kodiak Capital Group LLC 77,000,000 30,800.00 01/30/2017 Auctus Fund LLC 42,700,000 17,080.00 02/13/2017 Kodiak Capital Group LLC 24,716,275 9,886.51 02/13/2017 Kodiak Capital Group LLC 48,000,000 19,200.00 02/15/2017 Auctus Fund LLC 45,207,264 30,741.00 04/25/2017 Microcap Equity Group LLC 5,410,489 7,845.21 05/04/2017 Black Forest Capital LLC 10,344,828 15,000.00 05/10/2017 Black Forest Capital LLC 16,666,667 12,500.00 06/14/2017 Black Forest Capital LLC 20,833,334 12,500.00 06/20/2017 Black Forest Capital LLC 25,000,000 15,000.00 06/12/2017 Microcap Equity Group LLC 20,992,286 12,595.72 06/19/2017 Adar Bays LLC 8,333,333 5,000.00 06/21/2017 Adar Bays LLC 58,000,000 34,800.00 07/11/2017 Adar Bays LLC 30,965,477 20,127.56 07/17/2017 Adar Bays LLC 63,076,923 41,000.00 07/24/2017 Black Forest Capital LLC 44,690,831 29,049.04 08/03/2017 Adar Bays LLC 26,606,154 17,294.00 08/18/2017 Black Forest Capital LLC 42,857,143 30,000.00 08/21/2017 Adar Bays LLC 22,142,857 15,500.00 08/28/2017 Adar Bays LLC 27,272,727 15,000.00 08/28/2017 Black Forest Capital LLC 52,500,000 28,875.00 09/11/2017 Adar Bays LLC 25,454,545 14,000.00 09/11/2017 Black Forest Capital LLC 36,363,637 20,000.00 09/14/2017 Adar Bays LLC 26,503,740 13,251.87 09/19/2017 Black Forest Capital LLC 50,000,000 25,000.00 09/29/2017 Black Forest Capital LLC 70,000,000 24,500.00 1,345,194,319 |
Note 1 - Organization and Des26
Note 1 - Organization and Description of Business (Details) - $ / shares | Oct. 17, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | Nov. 12, 2014 |
Entity Incorporation, Date of Incorporation | Aug. 25, 1999 | |||
Authorized Capital Stock | 80,000,000 | |||
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | 75,000,000 | |
Stockholders' Equity, Reverse Stock Split | a 20-to-one reverse split | |||
Capital stock authorized | 2,005,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||
An Entity Owned By A Director | Preferred Stock | Preferred Class A | ||||
Conversion of Stock, Shares Converted | 1,515,000 | |||
An Entity Owned By A Director | Common Stock | ||||
Conversion of Stock, Shares Issued | 75,750 |
Note 2 - Summary of Significa27
Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Available-for-sale securities | $ 57,500 | $ 32,500 |
Gains (Losses) recognized | 0 | 0 |
Fair Value, Inputs, Level 1 | ||
Available-for-sale securities | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Available-for-sale securities | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Available-for-sale securities | $ 57,500 | $ 32,500 |
Note 3 - Going Concern (Details
Note 3 - Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Details | |||||
Accumulated deficit | $ (15,605,190) | $ (15,605,190) | $ (10,464,292) | ||
Net loss | $ (2,086,272) | $ (1,666,604) | (5,140,898) | $ (3,516,144) | |
Net cash used in operating activities | $ (609,624) | $ (307,860) |
Note 4 - Property and Equipme29
Note 4 - Property and Equipment: Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2016 |
Furniture, fixtures, and equipment | $ 0 | $ 8,403 | $ 8,403 |
Furniture and Fixtures | |||
Less: accumulated depreciation | 0 | (4,637) | (4,637) |
Gain (Loss) on Disposition of Property Plant Equipment | 0 | (3,766) | (3,766) |
Property, Plant and Equipment, Net | $ 0 | $ 0 | $ 0 |
Note 4 - Property and Equipme30
Note 4 - Property and Equipment (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Furniture, fixtures, and equipment | $ 0 | $ 8,403 | $ 0 | $ 8,403 | ||
Depreciation Expense | 82,648 | $ 13,824 | ||||
Furniture and Fixtures | ||||||
Gain (Loss) on Disposition of Property Plant Equipment | $ 0 | $ 3,766 | $ 3,766 | |||
Depreciation Expense | $ 13,824 | 0 | ||||
Software and Software Development Costs | ||||||
Amortization expense | $ 122,912 | $ 0 |
Note 4 - Property and Equipme31
Note 4 - Property and Equipment: Schedule of software cost (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Software | $ 221,000 | $ 0 |
Less: accumulated amortization | (122,912) | (40,264) |
Software and Software Development Costs | ||
Less: accumulated amortization | (122,912) | 0 |
Fixed assets, net | $ 98,088 | $ 0 |
Note 5 - Available For Sale S32
Note 5 - Available For Sale Securities (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Available-for-sale securities | $ 57,500 | $ 32,500 |
Duby Llc | ||
Business Acquisition, Percentage of Voting Interests Acquired | 1.083% | |
Available-for-sale securities | $ 32,500 | |
AFN | ||
Investment Owned, Balance, Shares | 2,500,000 | |
Investment Owned, at Cost | $ 25,000 | |
Investment Owned, Percent of Net Assets | 100.00% |
Note 6-Asset Purchase (Details)
Note 6-Asset Purchase (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 20, 2017 | |
Share Price | $ 0.0012 | |
Beta Killers Llc | ||
Share Price | $ 0.22 | |
Investment Owned, at Cost | $ 221,000 | |
Beta Killers Llc | Common Stock | ||
Shares Issued | 1,000,000 | |
Beta Killers Llc | Preferred Stock | Series B Preferred Stock | ||
Stock Issued During Period, Shares, New Issues | 2,000,000 |
Note 7 - Commitments and Cont34
Note 7 - Commitments and Contingencies (Details) - Office Space | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Periodic Payment Amount | $ 1,500 |
Deposit | $ 1,500 |
Note 8 - Related-party Transa35
Note 8 - Related-party Transactions (Details) | 9 Months Ended |
Sep. 30, 2017USD ($)shares | |
Preferred Stock | Beta Killers Llc | Series B Preferred Stock | |
Stock Issued During Period, Shares, New Issues | shares | 2,000,000 |
Chief Executive Officer | |
Annual Base Salary | $ | $ 84,000 |
Chief Executive Officer | Common Stock | |
Deferred Compensation Arrangement with Individual, Shares Issued | shares | 2,250,000 |
Former Officer | |
Repayments of Related Party Debt | $ | $ 44,380 |
Accrued Bonuses, Current | $ | $ 22,175 |
Each Director | Preferred Stock | Series A Preferred Stock | |
Stock Issued During Period, Shares, New Issues | shares | 500,000 |
Note 9 - Notes Payable in Def36
Note 9 - Notes Payable in Default (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Mar. 31, 2017 | Apr. 27, 2016 | |
Proceeds from loans | $ 499,627 | $ 315,500 | |||
Debt Instrument, Unamortized Discount | $ 35,033 | $ 87,908 | $ 35,033 | ||
An Investor | |||||
Debt Instrument, Face Amount | $ 27,000 | ||||
Proceeds from loans | $ 25,000 | ||||
Debt Instrument, Unamortized Discount | $ 2,000 | ||||
Stated Interest Rate | 1.00% | ||||
Class of Warrant, Outstanding | 5,000 |
Note 10 - Notes Payable in De37
Note 10 - Notes Payable in Default (Details) - Convertible Notes Payable - Blackbridge Capital Llc - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | May 05, 2016 | |
Debt Instrument, Face Amount | $ 50,000 | ||
Proceeds from Issuance of Debt | $ 48,000 | ||
Legal Fees | $ 2,000 | ||
Stated Interest Rate | 1.00% | ||
Conversion features | convertible into shares of common stock at a conversion price of 50% of the lowest trading price in the 20 trading days before the conversion date, and matured on October 27, 2016. | ||
Principal | |||
Amount Converted | $ 45,500 | ||
Notes Payable | $ 4,500 | ||
Interest | |||
Notes Payable | $ 87 |
Note 11 - Convertible Notes P38
Note 11 - Convertible Notes Payable: Schedule of convertible promissory notes (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | |
Convertible Notes Payable Gross | $ 283,672 | $ 441,648 | |
Less debt discount | (35,033) | (87,908) | $ (35,033) |
Convertible notes payable, net of discount | 248,639 | 353,740 | |
Interest Payable, Current | $ 5,909 | $ 23,700 | |
EMA Financial Llc | 10-14-2015 Note | |||
Issue Date | Oct. 14, 2015 | ||
Maturity Date | Oct. 14, 2016 | ||
Stated Interest Rate | 12.00% | ||
Principal Balance Outstanding | $ 0 | ||
EMA Financial Llc | 05-05-2016 Note | |||
Issue Date | May 5, 2016 | ||
Maturity Date | May 5, 2017 | ||
Stated Interest Rate | 12.00% | ||
Principal Balance Outstanding | $ 32,883 | ||
Tangiers Investment Group Llc | 11-18-2015 Note | |||
Issue Date | Nov. 18, 2015 | ||
Maturity Date | Nov. 19, 2016 | ||
Stated Interest Rate | 10.00% | ||
Principal Balance Outstanding | $ 2,216 | ||
Kodiak Capital | 11-30-2015 Note | |||
Issue Date | Nov. 30, 2015 | ||
Maturity Date | Dec. 1, 2016 | ||
Stated Interest Rate | 12.00% | ||
Principal Balance Outstanding | $ 44,687 | ||
Kodiak Capital | 12-15-2015 Note | |||
Issue Date | Dec. 15, 2015 | ||
Maturity Date | Jul. 15, 2016 | ||
Stated Interest Rate | 0.00% | ||
Principal Balance Outstanding | $ 50,000 | ||
Auctus Fund Llc | 12-03-2015 Note | |||
Issue Date | Dec. 3, 2015 | ||
Maturity Date | Sep. 3, 2016 | ||
Stated Interest Rate | 10.00% | ||
Principal Balance Outstanding | $ 0 | ||
Auctus Fund Llc | 07-20-2015 Note | |||
Issue Date | Jul. 20, 2016 | ||
Maturity Date | Apr. 20, 2017 | ||
Stated Interest Rate | 10.00% | ||
Principal Balance Outstanding | $ 45,750 | ||
Auctus Fund Llc | 12-07-2016 Note | |||
Issue Date | Dec. 7, 2016 | ||
Maturity Date | Sep. 7, 2017 | ||
Stated Interest Rate | 12.00% | ||
Principal Balance Outstanding | $ 40,750 | ||
Adar Bays Llc | 12-16-2015 Note | |||
Issue Date | Dec. 16, 2015 | ||
Maturity Date | Dec. 16, 2016 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 0 | ||
Adar Bays Llc | 07-12-2016 Note | |||
Issue Date | Jul. 12, 2016 | ||
Maturity Date | Apr. 12, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 0 | ||
Adar Bays Llc | 12-12-2016 Note | |||
Issue Date | Dec. 12, 2016 | ||
Maturity Date | Dec. 12, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 14,855 | ||
Adar Bays Llc | 12-20-2016 Note | |||
Issue Date | Dec. 20, 2016 | Dec. 20, 2016 | |
Maturity Date | Dec. 12, 2017 | Dec. 12, 2017 | |
Stated Interest Rate | 8.00% | 8.00% | |
Principal Balance Outstanding | $ 0 | $ 57,500 | |
Adar Bays Llc | 05-15-2017 Note | |||
Issue Date | May 15, 2017 | ||
Maturity Date | Dec. 12, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 0 | ||
Adar Bays Llc | 07-19-2017 | |||
Issue Date | Jul. 19, 2017 | ||
Maturity Date | Feb. 15, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 0 | ||
Colonial Stock Transfer | 01-14-2016 Note | |||
Issue Date | Jan. 14, 2016 | ||
Maturity Date | Jan. 14, 2017 | ||
Stated Interest Rate | 10.00% | ||
Principal Balance Outstanding | $ 7,507 | ||
Black Forest Capital Llc | 04-27-2016 Note | |||
Issue Date | Apr. 27, 2016 | Apr. 27, 2016 | |
Maturity Date | Oct. 27, 2016 | Oct. 27, 2016 | |
Stated Interest Rate | 1.00% | 1.00% | |
Principal Balance Outstanding | $ 4,500 | $ 4,500 | |
Black Forest Capital Llc | 05-31-20161 Note | |||
Issue Date | May 31, 2016 | ||
Maturity Date | May 31, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 0 | ||
Black Forest Capital Llc | 05-31-20162 Note | |||
Issue Date | May 31, 2016 | ||
Maturity Date | May 31, 2017 | ||
Stated Interest Rate | 2.00% | ||
Principal Balance Outstanding | $ 0 | ||
Black Forest Capital Llc | 10-24-2016 Note | |||
Issue Date | Oct. 24, 2016 | ||
Maturity Date | Apr. 24, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 78,600 | ||
Black Forest Capital Llc | 11-04-2016 Note | |||
Issue Date | Nov. 4, 2016 | ||
Maturity Date | Nov. 4, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 27,500 | ||
Black Forest Capital Llc | 12-14-2016 Note | |||
Issue Date | Dec. 14, 2016 | ||
Maturity Date | Dec. 14, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 27,500 | ||
Black Forest Capital Llc | 01-23-2017 Note | |||
Issue Date | Jan. 23, 2017 | ||
Maturity Date | Jan. 23, 2018 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 0 | ||
Black Forest Capital Llc | 02-15-2017 Note | |||
Issue Date | Feb. 15, 2017 | ||
Maturity Date | Feb. 15, 2018 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 0 | ||
Black Forest Capital Llc | 03-10-2017 Note | |||
Issue Date | Mar. 10, 2017 | ||
Maturity Date | Mar. 10, 2018 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 47,757 | ||
Black Forest Capital Llc | 04-28-2017 Note | |||
Issue Date | Apr. 28, 2017 | ||
Maturity Date | Apr. 28, 2018 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 28,875 | ||
Black Forest Capital Llc | 09-11-2017 | |||
Issue Date | Sep. 11, 2017 | ||
Maturity Date | Sep. 11, 2018 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 92,540 | ||
Microcap Equity Group Llc | 10-13-2016 Note | |||
Issue Date | Oct. 13, 2016 | ||
Maturity Date | Oct. 13, 2017 | ||
Stated Interest Rate | 12.00% | ||
Principal Balance Outstanding | $ 0 | ||
Microcap Equity Group Llc | 10-21-2016 Note | |||
Issue Date | Oct. 21, 2016 | ||
Maturity Date | Oct. 21, 2017 | ||
Stated Interest Rate | 12.00% | ||
Principal Balance Outstanding | $ 7,400 | ||
BNA Investment Capital LLC | 08-18-2017 | |||
Issue Date | Aug. 18, 2017 | ||
Maturity Date | Aug. 18, 2018 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 55,000 | ||
BNA Investment Capital LLC | 09-18-2017 | |||
Issue Date | Sep. 18, 2017 | ||
Maturity Date | Sep. 18, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 55,000 |
Note 11 - Convertible Notes P39
Note 11 - Convertible Notes Payable (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Details | |||||
Interest Payable, Current | $ 5,909 | $ 5,909 | $ 23,700 | ||
Debt discount expense | 650,022 | $ 502,140 | |||
Loss on issuance of convertible debt | $ (349,106) | $ (418,079) | $ (2,504,411) | $ (907,090) |
Note 12 - Stock Warrants (Detai
Note 12 - Stock Warrants (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Dec. 31, 2015 | Sep. 30, 2017 | Sep. 20, 2017 | Apr. 28, 2016 | Jan. 24, 2016 | Jan. 21, 2016 | Dec. 24, 2015 | |
Share Price | $ 0.0012 | ||||||
Investor 2 | |||||||
Class of Warrant, Outstanding | 15,625 | ||||||
Investor 3 | |||||||
Class of Warrant, Outstanding | 5,000 | ||||||
Investor 4 | |||||||
Class of Warrant, Outstanding | 5,000 | ||||||
Warrant | |||||||
Cancelled | 0 | ||||||
Exercise Price Range, Lower Range Limit | $ 1 | ||||||
Exercise Price Range, Upper Range Limit | $ 8 | ||||||
Warrants, Outstanding, Ending Balance | 210,000 | ||||||
Weighted Average Remaining Contractual Life | 1 year 8 months 12 days | ||||||
Warrant | Investor 2 | |||||||
Fair value vested | $ 71,875 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | ||||||
Fair Value Assumptions, Exercise Price | $ 8 | ||||||
Share Price | $ 4.60 | ||||||
Fair Value Assumptions, Risk Free Interest Rate | 2.02% | ||||||
Fair Value Assumptions, Expected Volatility Rate | 600.00% | ||||||
Fair Value Assumptions, Expected Term | 10 years | ||||||
Warrant | Investor 3 | |||||||
Fair value vested | $ 28,967 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | ||||||
Fair Value Assumptions, Exercise Price | $ 4.60 | ||||||
Share Price | $ 5.80 | ||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.47% | ||||||
Fair Value Assumptions, Expected Volatility Rate | 638.00% | ||||||
Warrant | Investor 4 | |||||||
Fair value vested | $ 27,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | ||||||
Fair Value Assumptions, Exercise Price | $ 1 | ||||||
Share Price | $ 5.40 | ||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.91% | ||||||
Fair Value Assumptions, Expected Volatility Rate | 1177.00% | ||||||
Fair Value Assumptions, Expected Term | 2 years 8 months 4 days | ||||||
Chief Executive Officer | |||||||
Class of Warrant, Outstanding | 150,000 | ||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.33% | ||||||
Chief Executive Officer | Warrant | |||||||
Warrants vested | 87,500 | 50,000 | |||||
Fair value vested | $ 612,500 | $ 350,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | ||||||
Fair Value Assumptions, Exercise Price | $ 1 | ||||||
Share Price | $ 7 | ||||||
Fair Value Assumptions, Expected Volatility Rate | 842.00% | ||||||
Director 1 | |||||||
Class of Warrant, Outstanding | 25,000 | ||||||
Director 1 | Warrant | |||||||
Fair value vested | $ 175,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | ||||||
Fair Value Assumptions, Exercise Price | $ 1 | ||||||
Share Price | $ 7 | ||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.33% | ||||||
Fair Value Assumptions, Expected Volatility Rate | 842.00% | ||||||
Director 2 | |||||||
Class of Warrant, Outstanding | 12,500 | ||||||
Director 2 | Warrant | |||||||
Fair value vested | $ 87,500 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | ||||||
Fair Value Assumptions, Exercise Price | $ 1 | ||||||
Share Price | $ 7 | ||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.33% | ||||||
Fair Value Assumptions, Expected Volatility Rate | 842.00% | ||||||
Director 3 | |||||||
Class of Warrant, Outstanding | 7,500 | ||||||
Director 3 | Warrant | |||||||
Warrants vested | 1,875 | ||||||
Fair value vested | $ 13,125 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | ||||||
Fair Value Assumptions, Exercise Price | $ 1 | ||||||
Share Price | $ 7 | ||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.33% | ||||||
Fair Value Assumptions, Expected Volatility Rate | 842.00% | ||||||
Cancelled | 5,625 |
Note 12 - Stock Warrants_ Sched
Note 12 - Stock Warrants: Schedule of Warrants, Activity (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares | |
Expired, Weighted Average Fair value | $ 0 | |
Warrant | ||
Warrants, Outstanding, Beginning Balance | shares | 215,000 | |
Outstanding, Weighted Average Exercise Price, Starting Balance | $ 1.60 | |
Outstanding, Weighted Average Fair Value | $ 6.80 | $ 6.80 |
Issued | shares | 0 | |
Issued, Weighted Average Exercise Price | $ 0 | |
Issued, Weighted Average Fair value | $ 0 | |
Exercised | shares | 0 | |
Exercised, Weighted Average Exercise Price | $ 0 | |
Exercised, Weighted Average Fair value | $ 0 | |
Cancelled | shares | 0 | |
Cancelled, Weighted Average Exercise Price | $ 0 | |
Cancelled, Weighted Average Fair value | $ 0 | |
Expired | shares | 5,000 | |
Expired, Weighted Average Exercise Price | $ 0 | |
Warrants, Outstanding, Ending Balance | shares | 210,000 | 215,000 |
Outstanding, Weighted Average Exercise Price, Ending Balance | $ 1.60 | $ 1.60 |
Exercisable | 210,000 | |
Exercisable, Weighted Average Exercise Price | $ 1.60 | |
Exercisable, Weighted Average Fair Value | $ 6.80 |
Note 13 - Stockholders' Equit42
Note 13 - Stockholders' Equity (deficit) (Details) - USD ($) | Feb. 02, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 20, 2017 | Dec. 31, 2016 |
Common Stock, Shares, Outstanding | 1,759,060,598 | 1,688,420,598 | 355,734,404 | ||
Share Price | $ 0.0012 | ||||
Common Stock, Value, Outstanding | $ 1,155,793 | ||||
Common Stock, Shares, Issued | 1,759,060,598 | 355,734,404 | |||
Proceeds from the sale of common stock | $ 170,680 | $ 0 | |||
Beta Killers Llc | |||||
Share Price | $ 0.22 | ||||
Kodiak Capital | |||||
Proceeds from the sale of common stock | $ 148,680 | $ 22,000 | |||
Common Stock | |||||
Stock Issued During Period, Shares, Issued for Services | 1,225,000 | ||||
Stock Issued During Period, Value, Issued for Services | $ 2,031 | ||||
Common Stock | Kodiak Capital | |||||
Common Stock, Shares, Issued | 36,000,000 | 21,000,000 | |||
Series A Preferred Stock | |||||
Preferred Stock, Shares Outstanding | 2,500,000 | 0 | |||
Preferred Stock, Voting Rights | Each share is entitled to 100 votes, voting with the common stock as a single class | ||||
Series A Preferred Stock | Each Director | Preferred Stock | |||||
Stock Issued During Period, Shares, New Issues | 500,000 | ||||
Series A Preferred Stock | Director | Preferred Stock | |||||
Stock Issued During Period, Shares, New Issues | 2,500,000 | ||||
Shares Issued, Price Per Share | $ 0.0012 | ||||
Stock Issued During Period, Value, New Issues | $ 12,000 | ||||
Series B Preferred Stock | |||||
Preferred Stock, Shares Outstanding | 2,000,000 | 0 | |||
Preferred Stock, Voting Rights | Each share is entitled to 1,000 votes, voting with the common stock as a single class | ||||
Series B Preferred Stock | Preferred Stock | Beta Killers Llc | |||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||
Shares Issued, Price Per Share | $ 0.0012 | ||||
Stock Issued During Period, Value, New Issues | $ 2,400 |
Note 13 - Stockholders' Equit43
Note 13 - Stockholders' Equity (deficit): Schedule of Debt Conversions (Details) | 9 Months Ended |
Sep. 30, 2017USD ($)shares | |
Principal | 01-03-2017 | EMA Financial Llc | |
Amount Converted | $ | $ 17,400 |
Principal | 01-04-2017 | EMA Financial Llc | |
Amount Converted | $ | 19,200 |
Principal | 01-05-2017 | Adar Bays Llc | |
Amount Converted | $ | 14,444.25 |
Principal | 01-05-2017 | Black Forest Capital Llc | |
Amount Converted | $ | 7,750 |
Principal | 01-06-2017 | EMA Financial Llc | |
Amount Converted | $ | 21,704 |
Principal | 01-11-2017 | Black Forest Capital Llc | |
Amount Converted | $ | 11,625 |
Principal | 01-13-2017 | EMA Financial Llc | |
Amount Converted | $ | 24,556.11 |
Principal | 01-13-2017 | Black Forest Capital Llc | |
Amount Converted | $ | 15,500 |
Principal | 01-13-2017 | Microcap Equity Group Llc | |
Amount Converted | $ | 17,138.48 |
Principal | 01-17-2017 | Black Forest Capital Llc | |
Amount Converted | $ | 17,050 |
Principal | 01-17-2017 | Microcap Equity Group Llc | |
Amount Converted | $ | 9,861.52 |
Principal | 01-17-2017 | Tangiers Investment Group Llc | |
Amount Converted | $ | 15,044.42 |
Principal | 01-18-2017 | Black Forest Capital Llc | |
Amount Converted | $ | 17,437.50 |
Principal | 01-18-2017 | Kodiak Capital | |
Amount Converted | $ | 20,800 |
Principal | 01-19-2017 | Black Forest Capital Llc | |
Amount Converted | $ | 9,253.38 |
Principal | 01-19-2017 | Kodiak Capital | |
Amount Converted | $ | 26,000 |
Principal | 01-20-2017 | Auctus Fund Llc | |
Amount Converted | $ | 20,311.20 |
Principal | 01-20-2017 | Colonial Stock Transfer | |
Amount Converted | $ | 8,970.11 |
Principal | 01-24-2017 | Kodiak Capital | |
Amount Converted | $ | 30,800 |
Principal | 01-30-2017 | Auctus Fund Llc | |
Amount Converted | $ | 17,080 |
Principal | 02-13-2017 | Kodiak Capital | |
Amount Converted | $ | 9,886.51 |
Principal | 02-14-2017 | Kodiak Capital | |
Amount Converted | $ | 19,200 |
Principal | 02-15-2017 | Auctus Fund Llc | |
Amount Converted | $ | 30,741 |
Principal | 04-25-2017 | Microcap Equity Group Llc | |
Amount Converted | $ | 7,845.21 |
Principal | 05-04-2017 | Black Forest Capital Llc | |
Amount Converted | $ | 15,000 |
Principal | 05-10-2017 | Black Forest Capital Llc | |
Amount Converted | $ | 12,500 |
Principal | 06-14-2017 | Black Forest Capital Llc | |
Amount Converted | $ | 12,500 |
Principal | 06-20-2017 | Black Forest Capital Llc | |
Amount Converted | $ | 15,000 |
Principal | 06-12-2017 | Microcap Equity Group Llc | |
Amount Converted | $ | 12,595.72 |
Principal | 06-19-2017 | Adar Bays Llc | |
Amount Converted | $ | 5,000 |
Principal | 06-21-2017 | Adar Bays Llc | |
Amount Converted | $ | 34,800 |
Principal | 07-11-2017 | Adar Bays Llc | |
Amount Converted | $ | 20,127.56 |
Principal | 07-17-2017 | Adar Bays Llc | |
Amount Converted | $ | 41,000 |
Principal | 07-24-2017 | Black Forest Capital Llc | |
Amount Converted | $ | 29,049.04 |
Principal | 08-03-2017 | Adar Bays Llc | |
Amount Converted | $ | 17,294 |
Principal | 08-18-2017 | Black Forest Capital Llc | |
Amount Converted | $ | 30,000 |
Principal | 08-21-2017 | Adar Bays Llc | |
Amount Converted | $ | 15,500 |
Principal | 08-28-2017 | Adar Bays Llc | |
Amount Converted | $ | 15,000 |
Principal | 08-28-2017 | Black Forest Capital Llc | |
Amount Converted | $ | 28,875 |
Principal | 09-11-2017 | Adar Bays Llc | |
Amount Converted | $ | 14,000 |
Principal | 09-11-2017 | Black Forest Capital Llc | |
Amount Converted | $ | 20,000 |
Principal | 09-14-2017 | Adar Bays Llc | |
Amount Converted | $ | 13,251.87 |
Principal | 09-19-2017 | Black Forest Capital Llc | |
Amount Converted | $ | 25,000 |
Principal | 09-29-2017 | Black Forest Capital Llc | |
Amount Converted | $ | $ 24,500 |
Common Stock | |
Shares Issued | 1,345,194,319 |
Common Stock | 01-03-2017 | EMA Financial Llc | |
Shares Issued | 17,400,000 |
Common Stock | 01-04-2017 | EMA Financial Llc | |
Shares Issued | 19,200,000 |
Common Stock | 01-05-2017 | Adar Bays Llc | |
Shares Issued | 18,637,742 |
Common Stock | 01-05-2017 | Black Forest Capital Llc | |
Shares Issued | 10,000,000 |
Common Stock | 01-06-2017 | EMA Financial Llc | |
Shares Issued | 21,704,000 |
Common Stock | 01-11-2017 | Black Forest Capital Llc | |
Shares Issued | 15,000,000 |
Common Stock | 01-13-2017 | EMA Financial Llc | |
Shares Issued | 24,556,110 |
Common Stock | 01-13-2017 | Black Forest Capital Llc | |
Shares Issued | 20,000,000 |
Common Stock | 01-13-2017 | Microcap Equity Group Llc | |
Shares Issued | 22,851,306 |
Common Stock | 01-17-2017 | Black Forest Capital Llc | |
Shares Issued | 22,000,000 |
Common Stock | 01-17-2017 | Microcap Equity Group Llc | |
Shares Issued | 13,148,693 |
Common Stock | 01-17-2017 | Tangiers Investment Group Llc | |
Shares Issued | 21,569,061 |
Common Stock | 01-18-2017 | Black Forest Capital Llc | |
Shares Issued | 22,500,000 |
Common Stock | 01-18-2017 | Kodiak Capital | |
Shares Issued | 52,000,000 |
Common Stock | 01-19-2017 | Black Forest Capital Llc | |
Shares Issued | 11,939,846 |
Common Stock | 01-19-2017 | Kodiak Capital | |
Shares Issued | 65,000,000 |
Common Stock | 01-20-2017 | Auctus Fund Llc | |
Shares Issued | 32,760,000 |
Common Stock | 01-20-2017 | Colonial Stock Transfer | |
Shares Issued | 13,289,051 |
Common Stock | 01-24-2017 | Kodiak Capital | |
Shares Issued | 77,000,000 |
Common Stock | 01-30-2017 | Auctus Fund Llc | |
Shares Issued | 42,700,000 |
Common Stock | 02-13-2017 | Kodiak Capital | |
Shares Issued | 24,716,275 |
Common Stock | 02-14-2017 | Kodiak Capital | |
Shares Issued | 48,000,000 |
Common Stock | 02-15-2017 | Auctus Fund Llc | |
Shares Issued | 45,207,264 |
Common Stock | 04-25-2017 | Microcap Equity Group Llc | |
Shares Issued | 5,410,489 |
Common Stock | 05-04-2017 | Black Forest Capital Llc | |
Shares Issued | 10,344,828 |
Common Stock | 05-10-2017 | Black Forest Capital Llc | |
Shares Issued | 16,666,667 |
Common Stock | 06-14-2017 | Black Forest Capital Llc | |
Shares Issued | 20,833,334 |
Common Stock | 06-20-2017 | Black Forest Capital Llc | |
Shares Issued | 25,000,000 |
Common Stock | 06-12-2017 | Microcap Equity Group Llc | |
Shares Issued | 20,992,286 |
Common Stock | 06-19-2017 | Adar Bays Llc | |
Shares Issued | 8,333,333 |
Common Stock | 06-21-2017 | Adar Bays Llc | |
Shares Issued | 58,000,000 |
Common Stock | 07-11-2017 | Adar Bays Llc | |
Shares Issued | 30,965,477 |
Common Stock | 07-17-2017 | Adar Bays Llc | |
Shares Issued | 63,076,923 |
Common Stock | 07-24-2017 | Black Forest Capital Llc | |
Shares Issued | 44,690,831 |
Common Stock | 08-03-2017 | Adar Bays Llc | |
Shares Issued | 26,606,154 |
Common Stock | 08-18-2017 | Black Forest Capital Llc | |
Shares Issued | 42,857,143 |
Common Stock | 08-21-2017 | Adar Bays Llc | |
Shares Issued | 22,142,857 |
Common Stock | 08-28-2017 | Adar Bays Llc | |
Shares Issued | 27,272,727 |
Common Stock | 08-28-2017 | Black Forest Capital Llc | |
Shares Issued | 52,500,000 |
Common Stock | 09-11-2017 | Adar Bays Llc | |
Shares Issued | 25,454,545 |
Common Stock | 09-11-2017 | Black Forest Capital Llc | |
Shares Issued | 36,363,637 |
Common Stock | 09-14-2017 | Adar Bays Llc | |
Shares Issued | 26,503,740 |
Common Stock | 09-19-2017 | Black Forest Capital Llc | |
Shares Issued | 50,000,000 |
Common Stock | 09-29-2017 | Black Forest Capital Llc | |
Shares Issued | 70,000,000 |