Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 23, 2018 | Jun. 30, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | CANNASYS INC | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,417,028 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 2,538,251,030 | ||
Entity Public Float | $ 3,340,037 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, Date of Incorporation | Aug. 25, 1999 | ||
Trading Symbol | mjtk |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash | $ 12,656 | $ 7,090 |
Accounts receivable | 113 | 0 |
Total Current Assets | 12,769 | 7,090 |
Software, net of amortization of $110,500 and $40,264, respectively | 0 | 180,736 |
Available for sale securities | 57,500 | 32,500 |
Deposit | 1,500 | 1,500 |
Total Assets | 71,769 | 221,826 |
Current Liabilities: | ||
Accounts payable | 137,182 | 462,320 |
Accrued expenses | 48,263 | 130,091 |
Notes payable | 173,440 | 27,000 |
Notes payable - related party | 114,226 | 0 |
Convertible notes payable, net of discount of $330 and $87,908, respectively | 482,540 | 353,740 |
Total Current Liabilities | 955,651 | 973,151 |
Total Liabilities | 955,651 | 973,151 |
Stockholders' Equity: | ||
Common stock, $0.001 par value, 12,000,000,000 shares authorized, 1,881,629,735 and 355,734,404 shares issued and outstanding, respectively | 1,881,630 | 355,734 |
Additional paid-in capital | 13,818,986 | 9,357,233 |
Accumulated deficit | (16,588,998) | (10,464,292) |
Total Stockholders' Equity | (883,882) | (751,325) |
Total Liabilities and Stockholders' Equity | 71,769 | 221,826 |
Series A Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock value | 2,500 | 0 |
Series B Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock value | $ 2,000 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 12,000,000,000 | 12,000,000,000 |
Common Stock, shares issued | 1,881,629,735 | 355,734,404 |
Common Stock, shares outstanding | 1,881,629,735 | 355,734,404 |
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Convertible notes payable, discount | $ 330 | $ 87,908 |
Software, accumulated amortization | $ 110,500 | $ 40,264 |
Series A Preferred Stock | ||
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 2,500,000 | 2,500,000 |
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 | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred Stock, shares issued | 2,000,000 | 0 |
Preferred Stock, shares outstanding | 2,000,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Sales revenue | $ 113 | $ 66,849 |
Cost of goods sold | 0 | 24,260 |
Gross Margin | 113 | 42,589 |
Operating Expenses: | ||
Stock-based compensation expense | 103,106 | 697,523 |
Professional fees | 297,374 | 369,212 |
Salary and wages expense | 212,770 | 230,176 |
General and administrative | 321,271 | 347,514 |
Total Operating Expenses | 934,521 | 1,644,425 |
Loss from Operations | (934,408) | (1,601,836) |
Other expense: | ||
Interest expense | (25,213) | (46,094) |
Interest expense - debt discount and loan financing fees | (915,478) | (612,679) |
Penalties | (85,741) | (78,771) |
Impairment loss on investment | 0 | (1,049,475) |
Loss on issuance of convertible debt | (2,939,837) | (1,214,985) |
Gain on forgiveness of debt | 2,000 | 15,000 |
Loss on fixed asset and intangible assets | (70,236) | (258,766) |
Increased valuation of preferred stock | (1,155,793) | 0 |
Total other expense | (5,190,298) | (3,245,770) |
Loss before provision for income taxes | (6,124,706) | (4,847,606) |
Provision for income taxes | 0 | 0 |
Net loss | $ (6,124,706) | $ (4,847,606) |
Basic and diluted loss per common share | $ 0 | $ (0.22) |
Weighted average number of common shares outstanding | 1,326,495,811 | 21,993,441 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid In Capital | Accumulated Deficit | Total |
Stockholders' Equity, beginning of period, Value at Dec. 31, 2015 | $ 1,059 | $ 6,442,134 | $ (5,616,686) | $ 826,507 | |
Stockholders' Equity, beginning of period, Shares at Dec. 31, 2015 | 1,058,803 | ||||
Issuance of common stock for services, Value | $ 1,995 | 126,936 | 128,931 | ||
Issuance of common stock for services, Shares | 1,995,655 | ||||
Issuance of common stock for cash, Shares | 500,000 | ||||
Issuance of common stock for debt conversion, Value | $ 353,106 | 266,407 | 619,513 | ||
Issuance of common stock for debt conversion, Shares | 353,106,142 | ||||
Issuance of common stock for warrants, Value | $ 9 | (9) | |||
Issuance of common stock for warrants, Shares | 8,804 | ||||
Cancellation of issuance, Value | $ (485) | 485 | |||
Cancellation of issuance, Shares | (485,000) | ||||
Beneficial conversion feature on convertible debt and warrants | 2,300,330 | 2,300,330 | |||
Stock issued for asset acquisition, Value | $ 50 | 220,950 | 221,000 | ||
Stock issued for asset acquisition, Shares | 50,000 | ||||
Net loss | (4,847,606) | (4,847,606) | |||
Stockholders' Equity, end of period, Value at Dec. 31, 2016 | $ 355,734 | 9,357,233 | (10,464,292) | (751,325) | |
Stockholders' Equity, end of period, Shares at Dec. 31, 2016 | 355,734,404 | ||||
Issuance of common stock for services, Value | $ 1,787 | 1,819 | 3,606 | ||
Issuance of common stock for services, Shares | 1,787,500 | ||||
Issuance of preferred stock for services, Value | $ 2,500 | 1,165,293 | 1,167,793 | ||
Issuance of preferred stock for services, Shares | 2,500,000 | ||||
Issuance of preferred stock for accounts payable, Value | $ 2,000 | 40,000 | 42,000 | ||
Issuance of preferred stock for accounts payable, Shares | 2,000,000 | ||||
Issuance of common stock for cash, Value | $ 57,000 | 113,680 | 170,680 | ||
Issuance of common stock for cash, Shares | 57,000,000 | ||||
Issuance of common stock for debt conversion, Value | $ 1,467,109 | (615,506) | 851,603 | ||
Issuance of common stock for debt conversion, Shares | 1,467,107,831 | ||||
Beneficial conversion feature on convertible debt and warrants | 3,756,467 | 3,756,467 | |||
Net loss | (6,124,706) | (6,124,706) | |||
Stockholders' Equity, end of period, Value at Dec. 31, 2017 | $ 4,500 | $ 1,881,630 | $ 13,818,986 | $ (16,588,998) | $ (883,882) |
Stockholders' Equity, end of period, Shares at Dec. 31, 2017 | 4,500,000 | 1,881,629,735 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flow from operating activities | ||
Net loss | $ (6,124,706) | $ (4,847,606) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation / amortization | 110,500 | 41,676 |
Stock-based compensation | 103,106 | 697,253 |
Amortization of debt discount | 915,478 | 612,679 |
Impairment loss on investment | 0 | 1,049,475 |
Penalties | 85,741 | 78,771 |
Loss on issuance of convertible debt | 2,939,837 | 1,214,985 |
Loss on disposal of fixed and intangible assets | 70,236 | 258,766 |
Gain on forgiveness of debt | (2,000) | (15,000) |
Increased valuation of preferred stock | 1,155,793 | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | (113) | 4,550 |
Prepaids and other assets | 0 | (1,500) |
Related-party payable | (57,995) | 0 |
Accounts payable | 18,946 | 353,644 |
Accrued expenses | 44,436 | 94,927 |
Net cash used in operating activities | (740,741) | (457,380) |
Cash flows 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 | 641,377 | 456,750 |
Payments on loans | (40,750) | 0 |
Proceeds from the sale of common stock | 170,680 | 0 |
Net cash provided by financing activities | 771,307 | 456,750 |
Net decrease in cash | 5,566 | (630) |
Cash at beginning of the year | 7,090 | 7,720 |
Cash at end of the year | 12,656 | 7,090 |
Supplemental Disclosures: | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
Supplemental disclosure of non-cash activities | ||
Preferred stock issued for services | 1,167,793 | 0 |
Common stock issued for services | 3,606 | 0 |
Common stock issued for investment | 0 | 221,000 |
Issuance of convertible notes payable | $ 3,767,737 | $ 619,513 |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
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 reflects 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 to 2,500,000,000 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. On December 7, 2017, we increased our authorized capital to 12,005,000,000 shares, consisting of 12,000,000,000 shares of common stock and 5,000,000 shares of preferred 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 is to create 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 | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 2 - Summary of Significant Accounting Policies | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates The preparation of financial statements in accordance with GAAP permits 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. 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. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. Cash and Cash Equivalents We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the year ended December 31, 2017 or 2016. Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value. The need for an allowance for uncollectible amounts is evaluated quarterly. We have not deemed it necessary to establish an allowance for doubtful accounts as of December 31, 2017 and 2016. Reclassifications Certain reclassifications have been made to the prior-year financial information to conform to the presentation used in the financial statements for the year ended December 31, 2017. 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 December 31, 2017. The following table presents assets and liabilities that are measured and recognized at fair value on a recurring basis: Description Level 1 Level 2 Level 3 Total Gains and (Losses December 31, 2017: Available for sale securities $ — $ — $ 57,500 $ — Total $ — $ — $ 57,500 $ — December 31, 2016: Available for sale securities $ — $ — $ 32,500 $ — Total $ — $ — $ 32,500 $ — Fixed Assets Fixed assets are carried at the lower of cost or net realizable value. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of three years. Revenue Recognition We follow ASC 605-10-S99-1, Revenue Recognition During the fiscal year 2016, we generated two types of revenue, including: (1) Customized software development, in which we developed software for customers on a bespoke basis. (2) Software licensing, in which we licensed our existing portfolio of software products to customers on either a one-time fee or recurring monthly fee basis. We allocated cost of goods sold for both forms of revenue on a pro-rata basis through either direct outsourcing of development resources or direct costs associated with our employees or contractors. During the fiscal year 2017, we generated revenue from software sales, primarily through Citizen Toke. No cost of goods sold were incurred related to the fiscal year 2017 revenues generated. Earnings (Loss) per Common Share Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per Share—Overall—Other Presentation Matters Our diluted loss per share is the same as the basic loss per share for the years ended December 31, 2017 and 2016, as the inclusion of any potential shares would have had an antidilutive effect due to our loss from operations. Stock-based Compensation We account for equity-based transactions with nonemployees under the provisions of ASC 505-50, Equity-Based Payments to Non-Employees We account for employee stock-based compensation in accordance with the guidance of ASC 718, Compensation—Stock Compensation, Valuation of Intangibles and Long-Lived Assets We test intangibles and long-lived assets for recoverability when changes in circumstances indicate the carrying value may not be recoverable, for example, when there are material adverse changes in projected revenues or expenses, significant underperformance relative to historical or projected operating results, and significant negative industry or economic trends. We evaluate recoverability of an asset by comparing its carrying value to the future net undiscounted cash flows that we expect will be generated by the asset. If the comparison indicates that the carrying value of an asset is not recoverable, we recognize an impairment loss for the excess of carrying value over the estimated fair value. Income Taxes We follow ASC 740-10-30, Income Taxes—Overall—Initial Measurement We adopted ASC 740-10-25, Income Taxes—Overall—Recognition We have evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. See Note 15 – Income Taxes below for schedules that describe the new rates adjusted for the period of enactment. Recently Issued Accounting Pronouncements In January 2017, the FASB issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In August 2016, the FASB issued ASU 2016-15 , Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, August 2015, April 2016, and May 2016, the FASB issued ASU 2014-09— Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, 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 | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 3 - Going Concern | NOTE 3—GOING CONCERN As reflected in the accompanying financial statements, we had an accumulated deficit of $16,588,998 at December 31, 2017, had a net loss of $6,124,706, and used net cash of $740,741 in operating activities for the year ended December 31, 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 | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
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 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 years ended December 31, 2017 and 2016, was $0 and $1,412, respectively. Software, stated at cost, less accumulated amortization, consisted of the following at December 31: 2017 2016 Software $ 221,000 $ 221,000 Less: accumulated amortization (150,764 ) (40,264 ) Loss on disposal 70,236 — Intangible assets, net $ — $ 180,736 During the year ended December 31, 2017, management determined that the software it was amortizing had become impaired resulting in a loss on disposal of $70,236. Amortization Expense Amortization expense for the software for the years ended December 31, 2017 and 2016, was $110,500 and $40,264, respectively. |
Note 5 - Available For Sale Sec
Note 5 - Available For Sale Securities | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
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 December 31, 2017, we performed an impairment analysis and determined that as of December 31, 2017, there had been no impairment to the value of the purchased interest in AFN. |
Note 6 - Investment in MHB
Note 6 - Investment in MHB | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 6 - Investment in MHB | NOTE 6—INVESTMENT IN MHB On November 10, 2015, we entered into an agreement to exchange 500,000 shares of our common stock for 10 million shares of MHB, Inc., doing business as Mile High Brands (“MHB”). The shares were valued at $5.80 per share, the closing stock price on the date of grant, for a total of $2,900,000. Debt and Equity Securities A A On December 22, 2016, we entered into an amendment to share exchange agreement, under which: (a) MHB cancelled 9,985,000 MHB shares issued to us under the exchange agreement; (b) we cancelled 485,000 of our post-split shares issued to MHB under the exchange agreement; (c) the Gross Revenue Assignment between the parties was terminated and section 2.04 of the exchange agreement was deleted in its entirety; and (d) the parties confirmed that the $7,500 payment from MHB to us was for fees as originally contemplated under the exchange agreement. As amended, each party now owns 15,000 shares of the other party’s common stock. |
Note 7 - Asset Purchase
Note 7 - Asset Purchase | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 7 - Asset Purchase | NOTE 7—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 8 - Commitments and Contin
Note 8 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 8 - Commitments and Contingencies | NOTE 8—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 9 - Related-party Transact
Note 9 - Related-party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 9 - Related-party Transactions | NOTE 9—RELATED-PARTY TRANSACTIONS Refer to Note 13 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 consisted 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 was elected and qualified. During 2017, Mr. Burke was awarded a compensation bonus in the gross amount of $5,000. We also incurred an additional $11,705 in health care expenses on Mr. Burke’s behalf, per the terms of his employment agreement. Additionally, we had an unpaid balance of $28,000 due to Mr. Burke, resulting from a combination of his employment agreement and prior consulting agreement, which was converted to a promissory note. 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 continued 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. The note was paid in full on September 11, 2017. During the fiscal year 2017, we paid the following to Mr. Tew: $84,000 salary, $28,000 severance, $20,000 consulting fees, $22,174 compensation expense, $10,000 advertising expense, $3,600 medical, plus $10,000 to Kimberley Tew, his wife, for a total of $177,774. This total, along with unpaid salary of $50,930 for the prior year, were fully paid during year 2017. On September 9, 2017, we issued a promissory note to Patrick G. Burke, for $28,000 for unpaid compensation. The note was unsecured, bore interest at 1% per annum, and was due December 31, 2017. As of December 31, 2017, $28,000 and $87 of principal and interest, respectively, were due on this note. This note was amended subsequent to December 31, 2107, and the maturity date was extended to September 30, 2018. 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 11, 2017, we issued a promissory note to Daniel J. Rogers, our director, for $6,225 for unpaid compensation and expenses. The note was unsecured, bore interest at 1% per annum, and was due December 31, 2017. This note is currently in default. As of December 31, 2017, $4,225 and $13 of principal and interest, respectively, are due on this note. On September 11, 2017, we issued a promissory note to Brandon C. Jennewine, our chairman, for $82,001 for unpaid compensation and expenses. The note is unsecured, bears interest at 1% per annum, and was due December 31, 2017. This note is currently in default. As of December 31, 2017, $82,001 and $249 of principal and interest, respectively, are due on this note. 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. During the fiscal year 2017, we incurred a total of $50,000 of consulting expenses to Beta Killers, LLC under Work Statement No. 2. 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. On December 29, 2017, we entered into an executive employment agreement with Michael A. Tew to reengage his services as chief executive officer and chief financial officer for a term of one year, with automatic renewal for successive one-year terms at each anniversary date, unless terminated. Mr. Tew’s annual base salary is $120,000. Mr. Tew continues to serve on our board of directors. On December 29, 2017, Patrick G. Burke resigned as our chief executive officer and chief financial officer, but continued to serve as our president, treasurer, secretary, and a director. For that reason, we entered into an amended and restated executive employment agreement with Patrick G. Burke to serve as our chief operations officer for an annual base salary of $84,000. We also entered into a grant of restricted stock for 8,000,000 shares of common stock, to vest over nine months. |
Note 10 - Notes Payable
Note 10 - Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 10 - Notes Payable | NOTE 10–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 was unsecured, accrued interest at 1% per annum, and was 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 13). 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 11 - Notes Payable in Defa
Note 11 - Notes Payable in Default | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 11 - Notes Payable in Default | NOTE 11—NOTES 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 December 31, 2017, there is $4,500 and $98 of principal and accrued interest due on this note, respectively. This note is currently in default. |
Note 12 - Convertible Notes Pay
Note 12 - Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 12 - Convertible Notes Payable | NOTE 12—CONVERTIBLE NOTES PAYABLE On March 2, 2017, we entered into Amendment No. 2 to the Equity Purchase Agreement with Kodiak Capital Group, LLC, to amend the Equity Purchase Agreement dated December 15, 2015, and Amendment No. 1 to Transaction Documents dated August 18, 2016, to increase the maximum commitment amount from $1,000,000 to $3,000,000, extend the commitment period to December 31, 2018, and redefine the market price and valuation period, as those terms are defined in the Equity Purchase Agreement and amendments. On July 31, 2017, we issued a promissory note to Kruse Landa Maycock & Ricks, LLC (“KLMR”), for $125,000 and on August 1, 2017, we issued a promissory note to KLMR for $113,440, both for unpaid accounts payable. The notes are unsecured, due within one year, and accrue interest at a rate of 3% per annum. On December 20, 2017, KLMR transferred its rights in the note for $125,000 to BNA Investment Capital, LLC (“BNA”). BNA immediately made an initial purchase of $65,000 and $753 of principal and interest. The payment for the remaining balance of the note was due by January 31, 2018. 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 December 31, 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% 91,132 (4) Black Forest Capital, LLC 03/10/2017 03/10/2018 8% 41,485 (5) Black Forest Capital, LLC 04/28/2017 04/28/2018 8% - (6) Adar Bays LLC 05/15/2017 12/12/2017 8% - (7) Kodiak Capital Group, LLC 07/03/2017 07/03/2018 8% 5,000 Adar Bays LLC 07/19/2017 02/15/2017 8% - (8) BNA Investment Capital, LLC 08/18/2017 08/18/2018 8% 55,000 Black Forest Capital, LLC 09/11/2017 09/11/2018 8% - (9) BNA Investment Capital, LLC 09/18/2017 09/18/2017 8% 55,000 BNA Investment Capital, LLC 10/18/2017 10/18/2017 8% 55,000 BNA Investment Capital, LLC 11/20/2017 11/20/2017 8% 55,000 BNA Investment Capital, LLC 12/20/2017 12/20/2017 8% 55,000 BNA Investment Capital, LLC 12/20/2017 12/20/2017 8% 65,753 $ 482,870 Less debt discount: (330) Convertible notes payable, net of discount: $ 482,540 _______________ (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 $30,000 of principal to common stock. (5) Converted $13,515 of principal to common stock. (6) Converted $28,875 of principal to common stock. (7) Converted $58,500 of principal to common stock. (8) Converted $55,725 of principal to common stock. (9) Converted $92,540 of principal to common stock. Accrued interest on the above notes was $10,334 as December 31, 2017. Debt discount expense including original issue discounts for the years ended December 31, 2017 and 2016, was $915,478 and $612,679, respectively. Carrying value of all convertible notes, net of debt discounts, as of December 31, 2017 and 2016, was $482,540 and $353,740, respectively. Based on the fair value of the embedded conversion options on the day of issuance, a loss of $2,939,837 and $1,214,985 for the years ended December 31, 2017 and 2016, respectively, was recorded in the statement of operations. |
Note 13 - Stock Warrants
Note 13 - Stock Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 13 - Stock Warrants | NOTE 13—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 director’s resignation 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 expired 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, 2017 and 2016, is as follows: Shares Available to Purchase with Warrants Weighted Average Price Weighted Average Fair Value Outstanding, December 31, 2016 215,000 $ 1.60 $ 6.80 Issued — — — Exercised — — — Cancelled — — — Expired 5,000 — — Outstanding, December 31, 2017 210,000 $ 1.60 $ 6.80 Exercisable, December 31, 2017 210,000 $ 1.60 $ 6.80 Range of Exercise Prices Number Outstanding 12/31/2017 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $1.00 - $8.00 210,000 1.5 years $1.60 |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity (deficit) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 14 - Stockholders' Equity (deficit) | NOTE 14—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 to designate 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 increase the number of shares of Series A Preferred Stock to 2,500,000 and revise the rights, privileges, and preferences 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 to designate 2,000,000 shares of Series B Preferred Stock and provide for the rights, privileges, and preferences of the 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, forgiveness of $42,000 of accounts payable, release us from our obligations under the asset purchase agreement and related agreements, and enter into an additional statement of work. Due to the voting rights of the issued preferred stock, the company experienced an increase in control for its current controlling shareholders. We calculated the incremental fair value of the additional percentage of control obtained in excess of that already held by the parties who received the preferred stock for a noncash expense of $1,155,793. Common Stock On December 7, 2017, we filed an Amendment to the Articles of Incorporation increasing our authorized common stock to 12,000,000,000 (12bil) shares. 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 year ended December 31, 2017, we issued 1,787,500 shares of common stock for services to Patrick Burke, our former chief executive officer. The shares were valued at the closing stock price on the date of grant, for a total noncash expense of $3,606. 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 year ended December 31, 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 10/11/2017 Black Forest Capital LLC 67,851,689 23,748.07 10/30/2017 Black Forest Capital LLC 54,061,823 13,515.46 1,467,107,831 |
Note 15 - Income Tax
Note 15 - Income Tax | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 15 - Income Tax | NOTE 15—INCOME TAX Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used in 2017 due to the new tax law recently enacted. Net deferred tax assets consist of the following components as of December 31: 2017 2016 Deferred Tax Assets: Net operating loss carryover $ 751,300 $ 893,600 Related party accruals 24,000 — Payroll accrual 700 41,400 Deferred tax liabilities: Less valuation allowance (776,000 ) (935,000 ) Net deferred tax assets $ — $ — The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended December 31, due to the following: 2017 2016 Book loss $ (1,286,200 ) $ (1,890,600 ) Meals and entertainment 200 300 Other nondeductible expenses 846,000 1,543,700 Payroll accrual (21,600 ) 35,500 Related-party accruals 24,000 — Valuation allowance 437,600 311,100 $ — $ — At December 31, 2017, we had net operating loss carryforwards of approximately $3,817,000 that may be offset against future taxable income through the year 2037. No tax benefit has been reported in the December 31, 2017, financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. |
Note 16 - Subsequent Events
Note 16 - Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 16 - Subsequent Events | NOTE 16—SUBSEQUENT EVENTS In accordance with ASC 855-10, Subsequent Events Subsequent to December 31, 2017, we converted $198,313 of our convertible debt into 657,916,920 shares of common stock. On January 30, 2018, we received proceeds of $47,250, net of transaction costs and attorney fees, from an 8% Secured Convertible Promissory Note and Securities Purchase Agreement dated January 23, 2018, with BNA Investment Capital, LLC, a Wyoming limited liability company. The Securities Purchase Agreement provides for 12 secured convertible promissory notes in the aggregate principal amount up to $666,666.60, in tranches of $55,555.55 each. Each note accrues interest at the rate of 8% per annum, contains a 10% original issue discount, and matures 12 months from the effective date of its payment. The outstanding amounts funded under the promissory notes are convertible into shares of our common stock in accordance with their terms. On February 23, 2018, Patrick G. Burke resigned as our chief operations officer, president, treasurer, secretary, and director. Accordingly, we entered into a termination, settlement, and mutual release agreement, a cancellation of grant of restricted stock, an amendment to promissory note, and a promissory note to provide the terms of Mr. Burke’s termination and resignation and payment of our obligation for severance pursuant to his employment agreement. Pursuant to the terms of Mr. Burke’s termination agreement, the promissory note dated September 9, 2017, was amended to extend the due date to September 30, 2018, and increase the principal to $30,000, his restricted stock grant of 8,000,000 shares was cancelled and replaced with a promissory note for $21,000, and he will be compensated $7,000 per month for January, February and March of 2018. |
Note 2 - Summary of Significa23
Note 2 - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policy Text Block [Abstract] | |
Basis of Presentation | Basis of Presentation Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP permits 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. 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. |
Concentrations of Credit Risk | Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the year ended December 31, 2017 or 2016. |
Accounts Receivable | Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value. The need for an allowance for uncollectible amounts is evaluated quarterly. We have not deemed it necessary to establish an allowance for doubtful accounts as of December 31, 2017 and 2016. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior-year financial information to conform to the presentation used in the financial statements for the year ended December 31, 2017. |
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 December 31, 2017. The following table presents assets and liabilities that are measured and recognized at fair value on a recurring basis: Description Level 1 Level 2 Level 3 Total Gains and (Losses) December 31, 2017: Available for sale securities $ — $ — $ 57,500 $ — Total $ — $ — $ 57,500 $ — December 31, 2016: Available for sale securities $ — $ — $ 32,500 $ — Total $ — $ — $ 32,500 $ — |
Fixed Assets | Fixed Assets Fixed assets are carried at the lower of cost or net realizable value. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of three years. |
Revenue Recognition | Revenue Recognition We follow ASC 605-10-S99-1, Revenue Recognition During the fiscal year 2016, we generated two types of revenue, including: (1) Customized software development, in which we developed software for customers on a bespoke basis. (2) Software licensing, in which we licensed our existing portfolio of software products to customers on either a one-time fee or recurring monthly fee basis. We allocated cost of goods sold for both forms of revenue on a pro-rata basis through either direct outsourcing of development resources or direct costs associated with our employees or contractors. During the fiscal year 2017, we generated revenue from software sales, primarily through Citizen Toke. No cost of goods sold were incurred related to the fiscal year 2017 revenues generated. |
Earnings (loss) Per Common Share | Earnings (Loss) per Common Share Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per Share—Overall—Other Presentation Matters Our diluted loss per share is the same as the basic loss per share for the years ended December 31, 2017 and 2016, as the inclusion of any potential shares would have had an antidilutive effect due to our loss from operations. |
Stock-based Compensation | Stock-based Compensation We account for equity-based transactions with nonemployees under the provisions of ASC 505-50, Equity-Based Payments to Non-Employees We account for employee stock-based compensation in accordance with the guidance of ASC 718, Compensation—Stock Compensation, |
Valuation of Intangibles and Long-lived Assets | Valuation of Intangibles and Long-Lived Assets We test intangibles and long-lived assets for recoverability when changes in circumstances indicate the carrying value may not be recoverable, for example, when there are material adverse changes in projected revenues or expenses, significant underperformance relative to historical or projected operating results, and significant negative industry or economic trends. We evaluate recoverability of an asset by comparing its carrying value to the future net undiscounted cash flows that we expect will be generated by the asset. If the comparison indicates that the carrying value of an asset is not recoverable, we recognize an impairment loss for the excess of carrying value over the estimated fair value. |
Income Taxes | Income Taxes We follow ASC 740-10-30, Income Taxes—Overall—Initial Measurement We adopted ASC 740-10-25, Income Taxes—Overall—Recognition We have evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. See Note 15 – Income Taxes below for schedules that describe the new rates adjusted for the period of enactment. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In January 2017, the FASB issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In August 2016, the FASB issued ASU 2016-15 , Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, August 2015, April 2016, and May 2016, the FASB issued ASU 2014-09— Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, 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 Significa24
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Table Text Block Supplement [Abstract] | |
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: Description Level 1 Level 2 Level 3 Total Gains and (Losses) December 31, 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 Equipme25
Note 4 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Table Text Block Supplement [Abstract] | |
Schedule of Property and Equipment | Furniture, fixtures, and equipment, stated at cost, less accumulated depreciation, consisted of the following at 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 December 31: 2017 2016 Software $ 221,000 $ 221,000 Less: accumulated amortization (150,764 ) (40,264 ) Loss on disposal 70,236 — Intangible assets, net $ — $ 180,736 |
Note 12 - Convertible Notes P26
Note 12 - Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Table Text Block Supplement [Abstract] | |
Schedule of Short Term Debt and Maturities | 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 The following is a summary of outstanding convertible promissory notes as of December 31, 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% 91,132 (4) Black Forest Capital, LLC 03/10/2017 03/10/2018 8% 41,485 (5) Black Forest Capital, LLC 04/28/2017 04/28/2018 8% - (6) Adar Bays LLC 05/15/2017 12/12/2017 8% - (7) Kodiak Capital Group, LLC 07/03/2017 07/03/2018 8% 5,000 Adar Bays LLC 07/19/2017 02/15/2017 8% - (8) BNA Investment Capital, LLC 08/18/2017 08/18/2018 8% 55,000 Black Forest Capital, LLC 09/11/2017 09/11/2018 8% - (9) BNA Investment Capital, LLC 09/18/2017 09/18/2017 8% 55,000 BNA Investment Capital, LLC 10/18/2017 10/18/2017 8% 55,000 BNA Investment Capital, LLC 11/20/2017 11/20/2017 8% 55,000 BNA Investment Capital, LLC 12/20/2017 12/20/2017 8% 55,000 BNA Investment Capital, LLC 12/20/2017 12/20/2017 8% 65,753 $ 482,870 Less debt discount: (330) Convertible notes payable, net of discount: $ 482,540 _______________ (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 $30,000 of principal to common stock. (5) Converted $13,515 of principal to common stock. (6) Converted $28,875 of principal to common stock. (7) Converted $58,500 of principal to common stock. (8) Converted $55,725 of principal to common stock. (9) Converted $92,540 of principal to common stock. |
Note 13 - Stock Warrants (Table
Note 13 - Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Table Text Block Supplement [Abstract] | |
Schedule of Warrants, Activity | A summary of the outstanding warrants as of December 31, 2017 and 2016, is as follows: Shares Available to Purchase with Warrants Weighted Average Price Weighted Average Fair Value Outstanding, December 31, 2016 215,000 $ 1.60 $ 6.80 Issued — — — Exercised — — — Cancelled — — — Expired 5,000 — — Outstanding, December 31, 2017 210,000 $ 1.60 $ 6.80 Exercisable, December 31, 2017 210,000 $ 1.60 $ 6.80 Range of Exercise Prices Number Outstanding 12/31/2017 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $1.00 - $8.00 210,000 1.5 years $1.60 |
Note 14 - Stockholders' Equit28
Note 14 - Stockholders' Equity (deficit) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Table Text Block Supplement [Abstract] | |
Schedule of Debt Conversions | 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 year ended December 31, 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 10/11/2017 Black Forest Capital LLC 67,851,689 23,748.07 10/30/2017 Black Forest Capital LLC 54,061,823 13,515.46 1,467,107,831 |
Note 15 - Income Tax (Tables)
Note 15 - Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Table Text Block Supplement [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Net deferred tax assets consist of the following components as of December 31: 2017 2016 Deferred Tax Assets: Net operating loss carryover $ 751,300 $ 893,600 Related party accruals 24,000 — Payroll accrual 700 41,400 Deferred tax liabilities: Less valuation allowance (776,000 ) (935,000 ) Net deferred tax assets $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended December 31, due to the following: 2017 2016 Book loss $ (1,286,200 ) $ (1,890,600 ) Meals and entertainment 200 300 Other nondeductible expenses 846,000 1,543,700 Payroll accrual (21,600 ) 35,500 Related-party accruals 24,000 — Valuation allowance 437,600 311,100 $ — $ — |
Note 1 - Organization and Des30
Note 1 - Organization and Description of Business (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |||
Oct. 17, 2016 | Dec. 31, 2017 | Dec. 07, 2017 | Dec. 31, 2016 | Nov. 12, 2014 | |
Entity Incorporation, Date of Incorporation | Aug. 25, 1999 | ||||
Authorized Capital Stock | 12,005,000,000 | 80,000,000 | |||
Common Stock, shares authorized | 12,000,000,000 | 12,000,000,000 | 12,000,000,000 | 75,000,000 | |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |
Stockholders' Equity, Reverse Stock Split | a 20-to-one reverse split | ||||
Capital stock authorized | 2,500,000,000 | ||||
Common Stock, par or stated value | $ 0.001 | $ 0.001 | |||
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 | |||
Common Stock | |||||
Common Stock, shares authorized | 12,000,000,000 | ||||
Common Stock | An entity owned by a director | |||||
Conversion of Stock, Shares Issued | 75,750 | ||||
Preferred Class A | Preferred Stock | An entity owned by a director | |||||
Conversion of Stock, Shares Converted | 1,515,000 |
Note 2 - Summary of Significa31
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Text Block [Abstract] | ||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 |
Note 2 - Summary of Significa32
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 ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Available for sale securities | $ 57,500 | $ 32,500 |
Fair Value, Inputs, Level 1 | ||
Available for sale securities | 0 | 0 |
Gains (Losses) recognized | 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 ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Text Block [Abstract] | ||
Accumulated deficit | $ (16,588,998) | $ (10,464,292) |
Net loss | (6,124,706) | (4,847,606) |
Net cash used in operating activities | $ (740,741) | $ (457,380) |
Note 4 - Property and Equipme34
Note 4 - Property and Equipment: Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Loss on disposal of fixed assets | $ 70,236 | $ 258,766 |
Furniture and Fixtures | ||
Furniture, fixtures, and equipment | 0 | 8,403 |
Less: accumulated depreciation | 0 | (4,637) |
Loss on disposal of fixed assets | 0 | 3,766 |
Fixed assets, net | $ 0 | $ 0 |
Note 4 - Property and Equipme35
Note 4 - Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Loss on disposal of fixed assets | $ (70,236) | $ (258,766) |
Depreciation Expense | 2,810 | |
Amortization expense | 110,500 | 41,676 |
Furniture and Fixtures | ||
Disposal of office furniture | 8,403 | |
Loss on disposal of fixed assets | 0 | (3,766) |
Depreciation Expense | 0 | 1,412 |
Software and Software Development Costs | ||
Loss on disposal of Intangible assets | (70,236) | 0 |
Amortization expense | $ 110,500 | $ 40,264 |
Note 4 - Property and Equipme36
Note 4 - Property and Equipment: Schedule of software cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Less: accumulated amortization | $ (110,500) | $ (40,264) |
Software and Software Development Costs | ||
Software | 221,000 | 221,000 |
Less: accumulated amortization | (150,764) | (40,264) |
Loss on disposal of intangible assets | (70,236) | 0 |
Intangible assets, net | $ 0 | $ 180,736 |
Note 5 - Available For Sale S37
Note 5 - Available For Sale Securities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Available-for-sale securities | $ 57,500 | $ 32,500 |
AFN | ||
Investment Owned, Balance, Shares | 2,500,000 | |
Investment Owned, at Cost | $ 25,000 | |
Investment Owned, Percent of Net Assets | 100.00% | |
Duby Llc | ||
Business Acquisition, Percentage of Voting Interests Acquired | 1.083% | |
Available-for-sale securities | $ 32,500 |
Note 6 - Investment in MHB (Det
Note 6 - Investment in MHB (Details) - USD ($) | Nov. 10, 2015 | Dec. 22, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 20, 2017 |
Stock price | $ 0.0012 | |||||
Impairment loss on investment | $ 0 | $ (1,049,475) | $ (1,846,515) | |||
Mile High Brands | ||||||
Shares purchased | 10,000,000 | 15,000 | ||||
Stock price | $ 5.80 | |||||
Value of Original Investment | $ 2,900,000 | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 49.00% | |||||
Investment at fair value | 1,049,475 | 0 | ||||
Impairment loss on investment | $ 1,049,475 | $ 1,846,515 | ||||
Equity Method Investment, Additional Information | On December 22, 2016, we entered into an amendment to share exchange agreement, under which: (a) MHB cancelled 9,985,000 MHB shares issued to us under the exchange agreement; (b) we cancelled 485,000 of our post-split shares issued to MHB under the exchange agreement; (c) the Gross Revenue Assignment between the parties was terminated and section 2.04 of the exchange agreement was deleted in its entirety; and (d) the parties confirmed that the $7,500 payment from MHB to us was for fees as originally contemplated under the exchange agreement. | |||||
Common Stock | Mile High Brands | ||||||
Shares Issued | 500,000 |
Note 7 - Asset Purchase (Detail
Note 7 - Asset Purchase (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 20, 2017 | |
Share Price | $ 0.0012 | ||
Beta Killers Llc | |||
Share Price | $ 0.22 | ||
Investment Owned, at Cost | $ 221,000 | ||
AFN | |||
Investment Owned, at Cost | $ 25,000 | ||
Preferred Stock | |||
Stock Issued During Period, Shares, New Issues | |||
Common Stock | |||
Stock Issued During Period, Shares, New Issues | 57,000,000 | 500,000 | |
Common Stock | Beta Killers Llc | |||
Shares Issued | 1,000,000 | ||
Series B Preferred Stock | Preferred Stock | Beta Killers Llc | |||
Stock Issued During Period, Shares, New Issues | 2,000,000 |
Note 8 - Commitments and Cont40
Note 8 - Commitments and Contingencies (Details) - Office Space | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Periodic Payment Amount | $ 1,500 |
Deposit | $ 1,500 |
Note 9 - Related-party Transa41
Note 9 - Related-party Transactions (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 11, 2017 | Sep. 09, 2017 | |
Salary | $ 212,770 | $ 230,176 | ||
Beta Killers Llc | ||||
Consulting fees | $ 50,000 | |||
Common Stock | ||||
Stock Issued During Period, Shares, New Issues | 57,000,000 | 500,000 | ||
Preferred Stock | ||||
Stock Issued During Period, Shares, New Issues | ||||
Preferred Stock | Series B Preferred Stock | Beta Killers Llc | ||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | |||
Chief Executive Officer | ||||
Annual Base Salary | $ 84,000 | |||
Compensation bonus | 5,000 | |||
Health care expenses | 11,705 | |||
Due to related Party | $ 28,000 | $ 28,000 | ||
Interest Rate | 1.00% | |||
Transaction date | Sep. 30, 2018 | |||
Restricted stock grant to vest | 8,000,000 | |||
Chief Executive Officer | Principal | Convertible Notes Payable {1} | ||||
Due to related Party | $ 28,000 | |||
Chief Executive Officer | Interest | Convertible Notes Payable {1} | ||||
Due to related Party | $ 87 | |||
Chief Executive Officer | Common Stock | ||||
Deferred Compensation Arrangement with Individual, Shares Issued | 2,250,000 | |||
Former Officer | ||||
Annual Base Salary | $ 120,000 | |||
Repayments of Related Party Debt | 44,380 | |||
Salary | 84,000 | |||
Severance | 28,000 | |||
Consulting fees | 20,000 | |||
Compensation expense | 22,174 | |||
Advertising expense | 10,000 | |||
Medical expenses | 3,600 | |||
Total expenses | 177,774 | |||
Accrued Salary | 50,930 | |||
Kimberley Tew | ||||
Medical expenses | $ 10,000 | |||
Each Director | Preferred Stock | Series A Preferred Stock | ||||
Stock Issued During Period, Shares, New Issues | 500,000 | |||
Director | ||||
Due to related Party | $ 6,225 | |||
Interest Rate | 1.00% | |||
Transaction date | Dec. 31, 2017 | |||
Director | Principal | Convertible Notes Payable {1} | ||||
Due to related Party | $ 4,225 | |||
Director | Interest | Convertible Notes Payable {1} | ||||
Due to related Party | $ 13 | |||
Director | Preferred Stock | Series A Preferred Stock | ||||
Stock Issued During Period, Shares, New Issues | 2,500,000 | |||
Chairman | ||||
Due to related Party | $ 82,001 | |||
Interest Rate | 1.00% | |||
Transaction date | Dec. 31, 2017 | |||
Chairman | Principal | Convertible Notes Payable {1} | ||||
Due to related Party | $ 82,001 | |||
Chairman | Interest | Convertible Notes Payable {1} | ||||
Due to related Party | $ 249 |
Note 10 - Notes Payable (Detail
Note 10 - Notes Payable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Apr. 27, 2016 | |
Proceeds from loans | $ 641,377 | $ 456,750 | |
Debt Instrument, Unamortized Discount | $ 330 | 87,908 | |
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 11 - Notes Payable in De43
Note 11 - Notes Payable in Default (Details) - Convertible Notes Payable {1} - Blackbridge Capital LLC - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | May 05, 2015 | |
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 | $ 98 |
Note 12 - Convertible Notes P44
Note 12 - Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 20, 2017 | Aug. 01, 2017 | Jul. 31, 2017 | Mar. 02, 2017 | |
Interest Payable, Current | $ 10,334 | $ 23,700 | ||||
Debt discount expense | 915,478 | 612,679 | ||||
Convertible notes payable, net | 482,540 | 353,740 | ||||
Loss on issuance of convertible debt | (2,939,837) | $ (1,214,985) | ||||
Kruse Landa Maycock & Ricks, LLC | ||||||
Promissory note | $ 113,440 | $ 125,000 | ||||
Kruse Landa Maycock & Ricks, LLC | Principal | Convertible Notes Payable {1} | ||||||
Convertible notes payable, net | 65,000 | |||||
Kruse Landa Maycock & Ricks, LLC | Interest | Convertible Notes Payable {1} | ||||||
Convertible notes payable, net | $ 753 | |||||
BNA Investment Capital, LLC | ||||||
Right Transferred | $ 125,000 | |||||
Equity Purchase Agreement | Kodiak Capital | ||||||
Increase in maximum commitment | $ 3,000,000 | |||||
Interest Rate | 3.00% |
Note 12 - Convertible Notes P45
Note 12 - Convertible Notes Payable: Schedule of Short Term Debt and Maturities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Convertible Notes Payable Gross | $ 482,870 | $ 441,648 | |
Less debt discount | (330) | (87,908) | |
Convertible notes payable, net of discount of $87,908 and $122,084, respectively | $ 482,540 | $ 353,740 | |
Tangiers Investment Group, LLC | |||
Issue Date | Nov. 18, 2015 | ||
Maturity Date | Nov. 19, 2016 | ||
Stated Interest Rate | 10.00% | ||
Principal Balance Outstanding | $ 2,216 | ||
Amount Converted | $ 57,784 | ||
10/14/2015 Note | EMA Financial, LLC | |||
Issue Date | Oct. 14, 2015 | ||
Maturity Date | Oct. 14, 2016 | ||
Stated Interest Rate | 12.00% | ||
Principal Balance Outstanding | $ 0 | ||
Amount Converted | $ 33,300 | ||
11/30/2015 Note | Kodiak Capital | |||
Issue Date | Nov. 30, 2015 | ||
Maturity Date | Dec. 1, 2016 | ||
Stated Interest Rate | 12.00% | ||
Principal Balance Outstanding | $ 44,687 | ||
Amount Converted | $ 5,313 | ||
12/03/2015 Note | Auctus Fund, LLC | |||
Issue Date | Dec. 3, 2015 | ||
Maturity Date | Sep. 3, 2016 | ||
Stated Interest Rate | 10.00% | ||
Principal Balance Outstanding | $ 0 | ||
Amount Converted | $ 49,250 | ||
12/15/2015 Note | Kodiak Capital | |||
Issue Date | Dec. 15, 2015 | ||
Maturity Date | Jul. 15, 2016 | ||
Stated Interest Rate | 0.00% | ||
Principal Balance Outstanding | $ 50,000 | ||
12/16/2015 Note | Adar Bays, LLC | |||
Issue Date | Dec. 16, 2015 | ||
Maturity Date | Dec. 16, 2016 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 0 | ||
Amount Converted | $ 35,000 | ||
01/14/2016 Note | Colonial Stock Transfer | |||
Issue Date | Jan. 14, 2016 | ||
Maturity Date | Jan. 14, 2017 | ||
Stated Interest Rate | 10.00% | ||
Principal Balance Outstanding | $ 7,507 | ||
Amount Converted | $ 2,400 | ||
04/27/2016 Note | Blackbridge Capital LLC | |||
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 | |
Amount Converted | $ 45,500 | $ 45,500 | |
05/05/2016 Note | EMA Financial, LLC | |||
Issue Date | May 5, 2016 | ||
Maturity Date | May 5, 2017 | ||
Stated Interest Rate | 12.00% | ||
Principal Balance Outstanding | $ 32,883 | ||
Amount Converted | $ 20,617 | ||
05/31/20161 Note | Black Forest Capital LLC | |||
Issue Date | May 31, 2016 | ||
Maturity Date | May 31, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 0 | ||
Amount Converted | $ 30,000 | ||
05/31/20162 Note | Black Forest Capital LLC | |||
Issue Date | May 31, 2016 | ||
Maturity Date | May 31, 2017 | ||
Stated Interest Rate | 2.00% | ||
Principal Balance Outstanding | $ 0 | ||
Amount Converted | $ 50,000 | ||
07/12/2016 Note | Adar Bays, LLC | |||
Issue Date | Jul. 12, 2016 | ||
Maturity Date | Apr. 12, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 0 | ||
Amount Converted | $ 35,000 | ||
07/20/2015 Note | Auctus Fund, LLC | |||
Issue Date | Jul. 20, 2016 | ||
Maturity Date | Apr. 20, 2017 | ||
Stated Interest Rate | 10.00% | ||
Principal Balance Outstanding | $ 45,750 | ||
10/13/2016 Note | Microcap Equity Group LLC | |||
Issue Date | Oct. 13, 2016 | ||
Maturity Date | Oct. 13, 2017 | ||
Stated Interest Rate | 12.00% | ||
Principal Balance Outstanding | $ 0 | ||
Amount Converted | $ 50,000 | ||
10/21/2016 Note | Microcap Equity Group LLC | |||
Issue Date | Oct. 21, 2016 | ||
Maturity Date | Oct. 21, 2017 | ||
Stated Interest Rate | 12.00% | ||
Principal Balance Outstanding | $ 7,400 | ||
10/24/2016 Note | Black Forest Capital LLC | |||
Issue Date | Oct. 24, 2016 | ||
Maturity Date | Apr. 24, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 78,600 | ||
Amount Converted | $ 48,900 | ||
11/04/2016 Note | Black Forest Capital LLC | |||
Issue Date | Nov. 4, 2016 | ||
Maturity Date | Nov. 4, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 27,500 | ||
12/07/2016 Note | Auctus Fund, LLC | |||
Issue Date | Dec. 7, 2016 | ||
Maturity Date | Sep. 7, 2017 | ||
Stated Interest Rate | 12.00% | ||
Principal Balance Outstanding | $ 40,750 | ||
12/12/2016 Note | Adar Bays, LLC | |||
Issue Date | Dec. 12, 2016 | ||
Maturity Date | Dec. 12, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 14,855 | ||
Amount Converted | $ 60,156 | ||
12/14/2016 Note | Black Forest Capital LLC | |||
Issue Date | Dec. 14, 2016 | ||
Maturity Date | Dec. 14, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 27,500 | ||
12/20/2016 Note | Adar Bays, LLC | |||
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 | |
Amount Converted | $ 57,500 | ||
01/23/2017 Note | Black Forest Capital LLC | |||
Issue Date | Jan. 23, 2017 | ||
Maturity Date | Jan. 23, 2018 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 0 | ||
Amount Converted | $ 27,500 | ||
02/15/2017 Note | Black Forest Capital LLC | |||
Issue Date | Feb. 15, 2017 | ||
Maturity Date | Feb. 15, 2018 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 91,132 | ||
Amount Converted | $ 30,000 | ||
03/10/2017 Note | Black Forest Capital LLC | |||
Issue Date | Mar. 10, 2017 | ||
Maturity Date | Mar. 10, 2018 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 41,485 | ||
Amount Converted | $ 13,515 | ||
04/28/2017 Note | Black Forest Capital LLC | |||
Issue Date | Apr. 28, 2017 | ||
Maturity Date | Apr. 28, 2018 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 0 | ||
Amount Converted | $ 28,875 | ||
05/15/2017 Note | Adar Bays, LLC | |||
Issue Date | May 15, 2017 | ||
Maturity Date | Dec. 12, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 0 | ||
Amount Converted | $ 58,500 | ||
07/03/2017 Note | Kodiak Capital | |||
Issue Date | Jul. 3, 2017 | ||
Maturity Date | Jul. 3, 2018 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 5,000 | ||
Amount Converted | $ 0 | ||
07/19/2017 Note | Adar Bays, LLC | |||
Issue Date | Jul. 19, 2017 | ||
Maturity Date | Feb. 15, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 0 | ||
Amount Converted | $ 55,725 | ||
08/18/2017 Note | BNA Investment Capital, LLC | |||
Issue Date | Aug. 18, 2017 | ||
Maturity Date | Aug. 18, 2018 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 55,000 | ||
Amount Converted | $ 0 | ||
09/11/2017 Note | Black Forest Capital LLC | |||
Issue Date | Sep. 11, 2017 | ||
Maturity Date | Sep. 11, 2018 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 0 | ||
Amount Converted | $ 92,540 | ||
09/18/2017 Note | BNA Investment Capital, LLC | |||
Issue Date | Sep. 18, 2017 | ||
Maturity Date | Sep. 18, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 55,000 | ||
10/18/2017 Note | BNA Investment Capital, LLC | |||
Issue Date | Oct. 18, 2017 | ||
Maturity Date | Oct. 18, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 55,000 | ||
11/20/2017 Note | BNA Investment Capital, LLC | |||
Issue Date | Nov. 20, 2017 | ||
Maturity Date | Nov. 20, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 55,000 | ||
12/20/2017 Note One | BNA Investment Capital, LLC | |||
Issue Date | Dec. 20, 2017 | ||
Maturity Date | Dec. 20, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 55,000 | ||
12/20/2017 Note Two | BNA Investment Capital, LLC | |||
Issue Date | Dec. 20, 2017 | ||
Maturity Date | Dec. 20, 2017 | ||
Stated Interest Rate | 8.00% | ||
Principal Balance Outstanding | $ 65,753 |
Note 13 - Stock Warrants (Detai
Note 13 - Stock Warrants (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 20, 2017 | Dec. 24, 2016 | Apr. 28, 2016 | Jan. 24, 2016 | Jan. 21, 2016 | Dec. 24, 2015 | |
Stock 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 | |||||||||
Warrant | Investor 2 | ||||||||||
Fair value vested | $ 71,875 | |||||||||
Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | |||||||||
Exercise price | $ 8 | |||||||||
Stock price | $ 4.60 | |||||||||
Risk free rate | 2.02% | |||||||||
Volatility rate | 600.00% | |||||||||
Expected life | 10 years | |||||||||
Warrant | Investor 3 | ||||||||||
Fair value vested | $ 28,967 | |||||||||
Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | |||||||||
Exercise price | $ 4.60 | |||||||||
Stock price | $ 5.80 | |||||||||
Risk free rate | 0.47% | |||||||||
Volatility rate | 638.00% | |||||||||
Expected life | 1 year | |||||||||
Warrant | Investor 4 | ||||||||||
Fair value vested | $ 27,000 | |||||||||
Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | |||||||||
Exercise price | $ 1 | |||||||||
Stock price | $ 5.40 | |||||||||
Risk free rate | 0.91% | |||||||||
Volatility rate | 1177.00% | |||||||||
Expected life | 2 years 8 months 5 days | |||||||||
Chief Executive Officer | ||||||||||
Class of Warrant, Outstanding | 150,000 | |||||||||
Chief Executive Officer | Warrant | ||||||||||
Warrants vested | 12,500 | 50,000 | 87,500 | |||||||
Fair value vested | $ 87,500 | $ 350,000 | $ 612,500 | |||||||
Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | |||||||||
Exercise price | $ 1 | |||||||||
Stock price | $ 7 | |||||||||
Risk free rate | 1.33% | |||||||||
Volatility rate | 842.00% | |||||||||
Expected life | 3 years | |||||||||
Director 1 | ||||||||||
Class of Warrant, Outstanding | 25,000 | |||||||||
Director 1 | Warrant | ||||||||||
Fair value vested | $ 175,000 | |||||||||
Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | |||||||||
Exercise price | $ 1 | |||||||||
Stock price | $ 7 | |||||||||
Risk free rate | 1.33% | |||||||||
Volatility rate | 842.00% | |||||||||
Expected life | 3 years | |||||||||
Director 2 | ||||||||||
Class of Warrant, Outstanding | 12,500 | |||||||||
Director 2 | Warrant | ||||||||||
Fair value vested | $ 87,500 | |||||||||
Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | |||||||||
Exercise price | $ 1 | |||||||||
Stock price | $ 7 | |||||||||
Risk free rate | 1.33% | |||||||||
Volatility rate | 842.00% | |||||||||
Expected life | 3 years | |||||||||
Director 3 | ||||||||||
Class of Warrant, Outstanding | 7,500 | |||||||||
Director 3 | Warrant | ||||||||||
Warrants vested | 1,875 | |||||||||
Fair value vested | $ 13,125 | |||||||||
Fair Value Assumptions, Method Used | Black-Scholes-Merton pricing model | |||||||||
Exercise price | $ 1 | |||||||||
Stock price | $ 7 | |||||||||
Risk free rate | 1.33% | |||||||||
Volatility rate | 842.00% | |||||||||
Expected life | 3 years | |||||||||
Cancelled | 5,625 |
Note 13 - Stock Warrants_ Sched
Note 13 - Stock Warrants: Schedule of Warrants, Activity (Details) - Warrant | 12 Months Ended | |
Dec. 31, 2017shares$ / shares | Dec. 31, 2016$ / sharesshares | |
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 | shares | 210,000 | |
Exercisable, Weighted Average Exercise Price | $ 1.60 | |
Exercisable, Weighted Average Fair Value | 6.80 | |
Exercise Price Range, Lower Range Limit | 1 | |
Exercise Price Range, Upper Range Limit | $ 8 | |
Weighted Average Remaining Contractual Life | 1 year 6 months |
Note 14 - Stockholders' Equit48
Note 14 - Stockholders' Equity (deficit) (Details) - USD ($) | Feb. 02, 2017 | Sep. 20, 2017 | Jun. 15, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 07, 2017 | Nov. 12, 2014 |
Stock Issued During Period, Value, New Issues | $ 170,680 | ||||||
Share Price | $ 0.0012 | ||||||
Debt forgiveness | $ 42,000 | ||||||
Common stock Authorised | 12,000,000,000 | 12,000,000,000 | 12,000,000,000 | 75,000,000 | |||
Common Stock, Value, Outstanding | $ 1,155,793 | ||||||
Common Stock, Shares, Issued | 1,881,629,735 | 355,734,404 | |||||
Proceeds from the sale of common stock | $ 170,680 | $ 0 | |||||
Stock Issued During Period, Value, Issued for Services | $ 3,606 | $ 128,931 | |||||
Beta Killers Llc | |||||||
Share Price | $ 0.22 | ||||||
Kodiak Capital | |||||||
Proceeds from the sale of common stock | $ 148,680 | $ 22,000 | |||||
Preferred Stock | |||||||
Stock Issued During Period, Shares, New Issues | |||||||
Stock Issued During Period, Value, New Issues | |||||||
Stock Issued During Period, Shares, Issued for Services | |||||||
Stock Issued During Period, Value, Issued for Services | |||||||
Common Stock | |||||||
Stock Issued During Period, Shares, New Issues | 57,000,000 | 500,000 | |||||
Stock Issued During Period, Value, New Issues | $ 57,000 | ||||||
Common stock Authorised | 12,000,000,000 | ||||||
Stock Issued During Period, Shares, Issued for Services | 1,787,500 | 1,995,655 | |||||
Stock Issued During Period, Value, Issued for Services | $ 1,787 | $ 1,995 | |||||
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 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 | ||||||
Director | Series A Preferred Stock | Preferred Stock | |||||||
Stock Issued During Period, Shares, New Issues | 2,500,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 12,000 | ||||||
Each Director | Series A Preferred Stock | Preferred Stock | |||||||
Stock Issued During Period, Shares, New Issues | 500,000 | ||||||
Chief Executive Officer | Common Stock | |||||||
Stock Issued During Period, Shares, Issued for Services | 1,787,500 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 3,606 |
Note 14 - Stockholders' Equit49
Note 14 - Stockholders' Equity (deficit): Schedule of Debt Conversions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Tangiers Investment Group Llc | ||
Amount Converted | $ 57,784 | |
Common Stock | ||
Shares Issued | 1,467,107,831 | |
01-03-2017 | Common Stock | EMA Financial Llc | ||
Shares Issued | 17,400,000 | |
01-03-2017 | Principal | EMA Financial Llc | ||
Amount Converted | $ 17,400 | |
01-04-2017 | Common Stock | EMA Financial Llc | ||
Shares Issued | 19,200,000 | |
01-04-2017 | Principal | EMA Financial Llc | ||
Amount Converted | $ 19,200 | |
01-05-2017 | Common Stock | Adar Bays Llc | ||
Shares Issued | 18,637,742 | |
01-05-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 10,000,000 | |
01-05-2017 | Principal | Adar Bays Llc | ||
Amount Converted | $ 14,444 | |
01-05-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 7,750 | |
01-06-2017 | Common Stock | EMA Financial Llc | ||
Shares Issued | 21,704,000 | |
01-06-2017 | Principal | EMA Financial Llc | ||
Amount Converted | $ 21,704 | |
01-11-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 15,000,000 | |
01-11-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 11,625 | |
01-13-2017 | Common Stock | EMA Financial Llc | ||
Shares Issued | 24,556,110 | |
01-13-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 20,000,000 | |
01-13-2017 | Common Stock | Microcap Equity Group Llc | ||
Shares Issued | 22,851,306 | |
01-13-2017 | Principal | EMA Financial Llc | ||
Amount Converted | $ 24,556 | |
01-13-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | 15,500 | |
01-13-2017 | Principal | Microcap Equity Group Llc | ||
Amount Converted | $ 17,138 | |
01-17-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 22,000,000 | |
01-17-2017 | Common Stock | Microcap Equity Group Llc | ||
Shares Issued | 13,148,693 | |
01-17-2017 | Common Stock | Tangiers Investment Group Llc | ||
Shares Issued | 21,569,061 | |
01-17-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 17,050 | |
01-17-2017 | Principal | Microcap Equity Group Llc | ||
Amount Converted | 9,861 | |
01-17-2017 | Principal | Tangiers Investment Group Llc | ||
Amount Converted | $ 15,044 | |
01-18-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 22,500,000 | |
01-18-2017 | Common Stock | Kodiak Capital | ||
Shares Issued | 52,000,000 | |
01-18-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 17,438 | |
01-18-2017 | Principal | Kodiak Capital | ||
Amount Converted | $ 20,800 | |
01-19-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 11,939,846 | |
01-19-2017 | Common Stock | Kodiak Capital | ||
Shares Issued | 65,000,000 | |
01-19-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 9,253 | |
01-19-2017 | Principal | Kodiak Capital | ||
Amount Converted | $ 26,000 | |
01-20-2017 | Common Stock | Auctus Fund Llc | ||
Shares Issued | 32,760,000 | |
01-20-2017 | Common Stock | Colonial Stock Transfer | ||
Shares Issued | 13,289,051 | |
01-20-2017 | Principal | Auctus Fund Llc | ||
Amount Converted | $ 20,311 | |
01-20-2017 | Principal | Colonial Stock Transfer | ||
Amount Converted | $ 8,970 | |
01-24-2017 | Common Stock | Kodiak Capital | ||
Shares Issued | 77,000,000 | |
01-24-2017 | Principal | Kodiak Capital | ||
Amount Converted | $ 30,800 | |
01-30-2017 | Common Stock | Auctus Fund Llc | ||
Shares Issued | 42,700,000 | |
01-30-2017 | Principal | Auctus Fund Llc | ||
Amount Converted | $ 17,080 | |
02-13-2017 | Common Stock | Kodiak Capital | ||
Shares Issued | 24,716,275 | |
02-13-2017 | Common Stock | Kodiak Capital Two | ||
Shares Issued | 48,000,000 | |
02-13-2017 | Principal | Kodiak Capital | ||
Amount Converted | $ 9,887 | |
02-15-2017 | Common Stock | Auctus Fund Llc | ||
Shares Issued | 45,207,264 | |
02-15-2017 | Principal | Auctus Fund Llc | ||
Amount Converted | $ 30,741 | |
04-25-2017 | Common Stock | Microcap Equity Group Llc | ||
Shares Issued | 5,410,489 | |
04-25-2017 | Principal | Microcap Equity Group Llc | ||
Amount Converted | $ 7,845 | |
05-04-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 10,344,828 | |
05-04-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 15,000 | |
05-10-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 16,666,667 | |
05-10-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 12,500 | |
06-14-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 20,833,334 | |
06-14-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 12,500 | |
06-20-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 25,000,000 | |
06-20-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 15,000 | |
06-12-2017 | Common Stock | Microcap Equity Group Llc | ||
Shares Issued | 20,992,286 | |
06-12-2017 | Principal | Microcap Equity Group Llc | ||
Amount Converted | $ 12,596 | |
06-19-2017 | Common Stock | Adar Bays Llc | ||
Shares Issued | 8,333,333 | |
06-19-2017 | Principal | Adar Bays Llc | ||
Amount Converted | $ 5,000 | |
06-21-2017 | Common Stock | Adar Bays Llc | ||
Shares Issued | 58,000,000 | |
06-21-2017 | Principal | Adar Bays Llc | ||
Amount Converted | $ 34,800 | |
07-11-2017 | Common Stock | Adar Bays Llc | ||
Shares Issued | 30,965,477 | |
07-11-2017 | Principal | Adar Bays Llc | ||
Amount Converted | $ 20,128 | |
07-17-2017 | Common Stock | Adar Bays Llc | ||
Shares Issued | 63,076,923 | |
07-17-2017 | Principal | Adar Bays Llc | ||
Amount Converted | $ 41,000 | |
07-24-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 44,690,831 | |
07-24-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 29,049 | |
08-03-2017 | Common Stock | Adar Bays Llc | ||
Shares Issued | 26,606,154 | |
08-03-2017 | Principal | Adar Bays Llc | ||
Amount Converted | $ 17,294 | |
08-18-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 42,857,143 | |
08-18-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 30,000 | |
08-21-2017 | Common Stock | Adar Bays Llc | ||
Shares Issued | 22,142,857 | |
08-21-2017 | Principal | Adar Bays Llc | ||
Amount Converted | $ 15,500 | |
08-28-2017 | Common Stock | Adar Bays Llc | ||
Shares Issued | 27,272,727 | |
08-28-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 52,500,000 | |
08-28-2017 | Principal | Adar Bays Llc | ||
Amount Converted | $ 15,000 | |
08-28-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 28,875 | |
09-11-2017 | Common Stock | Adar Bays Llc | ||
Shares Issued | 25,454,545 | |
09-11-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 36,363,637 | |
09-11-2017 | Principal | Adar Bays Llc | ||
Amount Converted | $ 14,000 | |
09-11-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 20,000 | |
09-14-2017 | Common Stock | Adar Bays Llc | ||
Shares Issued | 26,503,740 | |
09-14-2017 | Principal | Adar Bays Llc | ||
Amount Converted | $ 13,252 | |
09-19-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 50,000,000 | |
09-19-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 25,000 | |
09-29-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 70,000,000 | |
09-29-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 24,500 | |
10-11-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 67,851,689 | |
10-11-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 23,748 | |
10-30-2017 | Common Stock | Black Forest Capital LLC | ||
Shares Issued | 54,061,823 | |
10-30-2017 | Principal | Black Forest Capital LLC | ||
Amount Converted | $ 13,515 | |
02-14-2017 | Principal | Kodiak Capital | ||
Amount Converted | $ 19,200 |
Note 15 - Income Tax_ Schedule
Note 15 - Income Tax: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Tax Assets: | ||
Net operating loss carryover | $ 751,300 | $ 893,600 |
Related party accruals | 24,000 | 0 |
Payroll accrual | 700 | 41,400 |
Deferred Tax Liabilities: | ||
Less valuation allowance | (776,000) | (935,000) |
Net deferred tax assets | $ 0 | $ 0 |
Note 15 - Income Tax_ Schedul51
Note 15 - Income Tax: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Text Block [Abstract] | ||
Book loss | $ (1,286,200) | $ (1,890,600) |
Meals and Entertainment | 200 | 300 |
Other Nondeductible Expense | 846,000 | 1,543,700 |
Payroll accrual | (21,600) | 35,500 |
Related party accruals | 24,000 | 0 |
Valuation allowance | 437,600 | 311,100 |
Income Tax Expense (Benefit), Total | $ 0 | $ 0 |
Note 15 - Income Tax (Details)
Note 15 - Income Tax (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Text Block [Abstract] | |
U.S. federal income tax rate | 21.00% |
Net Operating Loss Carryforwards | $ 3,817,000 |
Note 16 - Subsequent Events (De
Note 16 - Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Jan. 30, 2018 | Jan. 23, 2018 | Dec. 31, 2017 | Sep. 09, 2017 | Dec. 31, 2016 | |
Convertible notes payable, net | $ 482,540 | $ 353,740 | ||||||
Chief Executive Officer | ||||||||
Due to related Party | $ 28,000 | $ 28,000 | ||||||
Restricted stock grant to vest | 8,000,000 | |||||||
Convertible Notes Payable {1} | Principal | Chief Executive Officer | ||||||||
Due to related Party | $ 28,000 | |||||||
Subsequent Event [Member] | ||||||||
Shares Issued | 657,916,920 | |||||||
Amount Converted | $ 198,313 | |||||||
Subsequent Event [Member] | Chief Executive Officer | ||||||||
Due to related Party | $ 21,000 | |||||||
Compensation expense | $ 7,000 | $ 7,000 | $ 7,000 | |||||
Subsequent Event [Member] | Convertible Notes Payable {1} | Principal | Chief Executive Officer | ||||||||
Due to related Party | $ 30,000 | |||||||
Restricted stock grant to vest | 8,000,000 | |||||||
Subsequent Event [Member] | Convertible Notes Payable {1} | Securities Purchase Agreement [Member] | BNA Investment Capital, LLC | ||||||||
Proceeds from transaction costs and attorney fees | $ 47,250 | |||||||
Interest rate | 8.00% | |||||||
Original issue discount | 10.00% | |||||||
Maturity | 12 months | |||||||
Subsequent Event [Member] | Convertible Notes Payable {1} | Securities Purchase Agreement [Member] | BNA Investment Capital, LLC | Principal | ||||||||
Convertible notes payable, net | $ 666,667 | |||||||
Subsequent Event [Member] | Convertible Notes Payable {1} | Securities Purchase Agreement [Member] | BNA Investment Capital, LLC | Tranches | ||||||||
Convertible notes payable, net | $ 55,556 |