Northsight Capital (NCAP) 10-Q 22 Aug 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 22, 2016
Document and Entity Information:
Entity Registrant Name	NORTHSIGHT CAPITAL, INC.
Entity Trading Symbol	ncap
Document Type	10-Q
Document Period End Date	Jun. 30, 2016
Amendment Flag	false
Entity Central Index Key	1,439,397
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		112,761,581
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	2,016
Document Fiscal Period Focus	Q2

BALANCE SHEETS (unaudited)

BALANCE SHEETS (unaudited) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Current Assets
Cash	$ 880	$ 22,951
Accounts receivable	0	400
Accounts receivable - related party	10,363	0
Advances to employees	1,577	0
Available for sale securities	286,901	0
Total Current Assets	299,721	23,351
Deposits	0	131,000
Property and equipment, net $7,689 and $5,616 depreciation	4,748	6,821
Web Development Costs, net $110,015 and $73,833 amortization	213,146	249,329
Investment in joint venture	0	0
Total Assets	517,615	410,501
Current Liabilities
Accounts payable and accrued expenses	686,797	384,631
Accounts payable and accrued expenses - related party	365,565	173,942
Notes payable - related party	1,150,357	949,307
Notes payable	79,900	79,900
Convertible notes payable	100,000	0
Total Current Liabilities	2,382,619	1,587,780
Noncurrent Liabilities
Notes payable - related party.	400,000	400,000
Total Liabilities	2,782,619	1,987,780
Commitments and Contingencies
Stockholders' Deficit
Common stock - 200,000,000 shares authorized having a par value of $.001 per share; 112,761,581 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively	112,762	112,762
Subscription payable	62,000	62,000
Additional paid-in capital	17,504,995	16,966,288
Accumulated deficit	(20,056,618)	(18,718,329)
Accumulated other comprehensive income	111,857	0
Total Stockholders' Deficit	(2,265,004)	(1,577,279)
Total Liabilities and Stockholders' Deficit	$ 517,615	$ 410,501

BALANCE SHEETS PARENTHETICALS

BALANCE SHEETS PARENTHETICALS - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Parentheticals
Net Depreciation of property and equipment	$ 7,689	$ 5,616
Net amortization of web development cost	$ 110,015	$ 73,833
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	112,761,581	112,761,581
Common stock, shares outstanding	112,761,581	112,761,581

STATEMENTS OF OPERATIONS (unaud

STATEMENTS OF OPERATIONS (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Revenue
Revenues	$ 4,770	$ 2,311	$ 8,879	$ 4,413
Operating Expenses:
General administrative	102,525	205,146	255,350	519,160
Consulting expense - related party	45,000	73,500	90,000	175,500
Executive compensation	174,720	384,500	352,956	791,500
Professional fees	55,645	107,600	113,724	164,901
Rent - related party	34,500	13,500	69,000	27,000
Travel	0	(2,104)	2,327	8,602
Total operating expenses	412,390	782,142	883,357	1,686,663
Loss from operations	(407,620)	(779,831)	(874,478)	(1,682,250)
Other Income (Expense)
Loss on investments	0	0	(300,707)	0
Interest expense	(29,935)	(1,478,577)	(32,104)	(1,478,577)
Loss on deposit	(131,000)	0	(131,000)	0
Total other income (expense)	(160,935)	(1,478,577)	(463,811)	(1,478,577)
Net Loss	(568,555)	(2,258,408)	(1,338,289)	(3,160,827)
Other Comprehensive Income
Gain on marketable securities	121,617	0	111,857	0
Total Comprehensive Loss	$ (446,938)	$ (2,258,408)	$ (1,226,432)	$ (3,160,827)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	112,761,581	105,865,828	112,761,581	105,316,106
Loss per Common Share - Basic and Diluted	$ (0.01)	$ (0.02)	$ (0.01)	$ (0.03)

STATEMENTS OF CASH FLOWS (unaud

STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Cash Flows From Operating Activities
Net loss	$ (1,338,289)	$ (3,160,827)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment	2,073	2,072
Amortization of web development costs	36,182	26,400
Stock issued for debt issue costs	0	1,478,577
Stock issued for executive compensation	0	482,500
Stock issued for advertising incentive	0	750
Loss on deposit.,	131,000	0
Warrants issued for executive compensation	62,956	0
Loss on investments.,	300,707	0
Changes in operating assets and liabilities:
Prepaid expenses	0	31,500
Accounts receivable	400	(765)
Accounts receivable - related party	(10,363)	0
Advances to employees	(1,577)	0
Accounts payable and accrued expenses	302,167	237,219
Accounts payable - related party	191,623	123,500
Net Cash Used In Operating Activities	(323,121)	(779,074)
Cash Flows From by Investing Activities	0	0
Cash Flows From Financing Activities
Proceeds from sale of common stock, net of offering costs	0	340,501
Proceeds from convertible notes payable	100,000	0
Proceeds from notes payable - related party	274,050	512,200
Payments on notes payable - related party	(73,000)	(93,000)
Net Cash Provided by Financing Activities	301,050	759,701
Net Decrease In Cash	(22,071)	(19,373)
Cash, Beginning of Period	22,951	20,690
Cash, End of Period	880	1,317
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	158	0
Cash paid for income taxes	0	0
Non-Cash Activities
Finders fees settled with stock	0	15,400
Warrants issued in conjunction with debt agreement	0	1,928,578
Warrants issued in conjunction with joint venture	475,751	0
Warrants received in conjunction with joint venture	$ 175,044	$ 0

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 2016
ORGANIZATION AND BASIS OF PRESENTATION
ORGANIZATION AND BASIS OF PRESENTATION	NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION Northsight Capital Inc. (“Northsight” or “the Company”) is an early stage company incorporated in the State of Nevada on May 21, 2008. In May, 2011, Safe Communications, Inc. (n/k/a Kuboo, Inc.) acquired 80% of the Company’s issued and outstanding common stock, and, as a result, became its parent company. On June 25, 2014, the Company completed the acquisition of approximately 7,500 cannabis related Internet domain names, in exchange for which the Company issued 78.5 million shares of its common stock and a promissory note in the principal amount of $500,000. As a result of this transaction, the seller of the domain names became an 81% stockholder of the Company. Kuboo, Inc. continues to be a significant stockholder of the Company. John Venners, a director of Kuboo, Inc., is our EVP, Operations and also sits on our board of directors. See Note 14 - Related Party Transactions. The Company’s principal business is to provide a wide variety of online directories for a broad range of businesses engaged in the lawful sale and distribution of cannabis and hemp related products. The following constitute the Company’s major product categories: a monthly listing in one or more of the Company’s online directories, paid advertising in one or more of the Company’s online directories and leasing to customers one or more Internet domain names for the customer’s exclusive use. On February 29, 2016, the Company entered into a joint venture agreement with Tumbleweed Holdings, Inc. (“TW”), pursuant to which a newly formed joint venture company is developing an online dating service around the URL, www.jointlovers.com. The Company and TW own 60% and 40%, respectively, of equity and future earnings of the joint venture company with both party’s consent being required on all major changes and decisions. We have analyzed our investment in this joint venture and have concluded that our interest gives us joint influence over business actions, board of directors, and its management, and have therefore accounted for our investment using the equity method in accordance with ASC 323. The accompanying financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The interim financial statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The results of operations for the three and six month periods ended June 30, 2016, are not necessarily indicative of the operating results for the full year.

LIQUIDITY_GOING CONCERN

LIQUIDITY/GOING CONCERN	6 Months Ended
	Jun. 30, 2016
LIQUIDITY/GOING CONCERN
LIQUIDITY/GOING CONCERN	NOTE 2 – LIQUIDITY/GOING CONCERN The Company is an early stage enterprise and has accumulated losses of $20,056,618 and has had consistent negative cash flows from operating activities since inception (May 2008). These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. During the six months ended June 30, 2016 the Company (i) raised $100,000 in capital through the sale of convertible notes and (ii) received a net $201,050 in loans from its significant shareholder and her spouse. The Company does not currently have sufficient cash to fund operating expenses. Management plans to (i) raise additional capital as soon as possible, to fund continued operations of the Company and (ii) continue its efforts to generate revenues and income from operations. The Company since early 2015 has experienced great difficulty in raising capital from third parties. In the event the Company does not generate sufficient funds from revenues or financing through the issuance of its common stock or from debt financing, the Company will be unable to fully implement its business plan and pay its obligations as they become due, any of which circumstances would have a material adverse effect on its business prospects, financial condition, and results of operations. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	6 Months Ended
	Jun. 30, 2016
RECENT ACCOUNTING PRONOUNCEMENTS
RECENT ACCOUNTING PRONOUNCEMENTS	NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS Management believes the impact of recently issued standards and updates, which are not yet effective, will not have a material impact on the Company’s financial position, results of operations or cash flows upon adoption.

INVESTMENT IN JOINT VENTURE

INVESTMENT IN JOINT VENTURE	6 Months Ended
	Jun. 30, 2016
INVESTMENT IN JOINT VENTURE
INVESTMENT IN JOINT VENTURE	NOTE 4 – INVESTMENT IN JOINT VENTURE On February 29, 2016, the Company entered into a joint venture agreement with Tumbleweed Holdings, Inc. (“TW”), pursuant to which a newly formed joint venture company is developing an online dating service around the URL, www.jointlovers.com. The Company and TW own 60% and 40% respectively of equity of the joint venture company. Under the joint venture agreement, the Company and TW agreed as follows: · The Company contributed the URL www.jointlovers.com to the joint venture entity, in exchange for 60% of the joint venture company. · TW contributed $30,000 and agreed to contribute an additional $70,000 towards the development of the online web portal, in exchange for 40% of the joint venture company. With any additional funds required for development to be contributed 60% by the Company and 40% by TW. See Note 16 – Subsequent Events. · Revenue from the joint venture company will be shared proportionally with a portion of operating income to be used to repay principal and income due under the convertible notes referenced below (up to $500,000 in principal amount of notes). · TW agreed to purchase an aggregate of $150,000 in principal amount of convertible notes, convertible into shares of the Company’s common stock at a conversion price of $.20 per share. In addition to repayment of principal, if the joint venture company has revenues, the notes are entitled to receive a portion of the joint venture company’s operating income until they have received an amount equal to 50% of the face value of the notes. See Note 16 – Subsequent Events. During the three months ended June 30, 2016, Tumbleweed contributed an additional $55,000 to the joint venture company. Additionally, both parties agreed to issue the other a warrant to purchase 4.9% of their outstanding common stock. Pursuant to this agreement, TW agreed to issue a warrant to the Company to purchase 9,770,878 shares of its common stock at an exercise price of $0.02 per share, valued at $175,044 and the Company agreed to issue a warrant to TW to purchase 5,525,318 shares of the Company’s common stock at an exercise price of $0.08 per share, valued at $475,751. The warrants have a three-year term and a cashless exercise right (see Note 6 – Securities and Note 12 – Stock Warrants for details). The Company’s ownership of the joint venture company is accounted for under the equity method of accounting, in accordance with ASC 323. Under the equity method of accounting, an Investee Company’s accounts are not reflected within the Company’s Balance Sheets and Statements of Operations; however, the Company’s share of the earnings or losses of the Investee Company is reflected as a gain or loss on the Company’s investment. Additionally, under the equity method of accounting, the Company’s initial investment in the joint venture company was recorded at the historic cost basis of the contributed domain of $0. Accordingly, the Company expensed $300,707 related to the excess value of warrants the Company issued as compared to those received from TW and is included as a component of loss on investments in the Company’s Statements of Operations. When the Company’s carrying value in an equity method Investee Company is reduced to zero, no further losses are recorded in the Company’s financial statements unless the Company guaranteed obligations of the Investee Company or has committed additional funding. When the Investee Company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. During the three and six months ended June 30, 2016, the joint venture company experienced a net loss attributable to the Company’s 60% ownership of $1,326 and $2,941, respectively, which were not recorded as an adjustment to the Company’s investment account. As of June 30, 2016, Tumbleweed was in default under the terms of the joint venture agreement and owed the joint venture company the remaining $15,000 in development funding and the Company $50,000 for the final note purchase, both of which were due by April 29, 2016.

ACCOUNTS RECEIVABLE - RELATED P

ACCOUNTS RECEIVABLE - RELATED PARTY	6 Months Ended
	Jun. 30, 2016
ACCOUNTS RECEIVABLE - RELATED PARTY
ACCOUNTS RECEIVABLE - RELATED PARTY	NOTE 5 – ACCOUNTS RECEIVABLE – RELATED PARTY With the formation of the Company’s joint venture (see Note 4 – Investment in Joint Venture), Tumbleweed Holdings agreed to fund one hundred percent of the first $100,000 of web development costs related to the web site www.jointlovers.com. During the six months ended June 30, 2016, the Company received funds related to its joint venture of $85,000 and spent cash on behalf of its joint venture totaling $95,363. The remaining $10,363 due from Tumbleweed Holdings, and is included in accounts receivable – related party.

SECURITIES

SECURITIES	6 Months Ended
	Jun. 30, 2016
SECURITIES
SECURITIES	NOTE 6 – SECURITIES In conjunction with the formation of the joint venture discussed in Note 4, Tumbleweed Holdings agreed to issue the Company a warrant to purchase up to 9,770,878 shares of Tumbleweed Holdings, Inc. at an exercise price of $0.02 with an expiration date three years from the date of issuance. The initial value of the warrant was $175,044 and was recorded as available for sale securities. The Company has classified the warrant as having Level 2 inputs, and has used the Black-Scholes option-pricing model to value the warrant. The fair value at the commitment and re-measurement dates for the above warrant was based upon the following management assumptions: Commitment Date Re-measurement Date Expected dividends 0% 0% Expected volatility 328% 289% Expected term: 3 years 2.67 years Risk free interest rate 0.91% 0.71% The following table summarizes the securities activity for the six months ended June 30, 2016: Balance – December 31, 2015 $ - Warrants received 175,044 Exercised - Realized gain (loss) - Unrealized gain (loss) 111,857 Balance – June 30, 2016 $ 286,901

WEB DEVELOPMENT COSTS AND DOMAI

WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS	6 Months Ended
	Jun. 30, 2016
WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS
WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS	NOTE 7 – WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS In accordance with ASC 350.50, during the three and six months ended June 30, 2016 and the year ended December 31, 2015, the Company did not capitalize any expenses towards the development of multiple websites on which third parties can advertise the sale and distribution of cannabis related products and services: an online “yellow pages.” The Company does not intend to engage in the sale or distribution of marijuana or related products. During the six months ended June 30, 2016 and 2015 the Company recorded website development expenses of $8,654 and $38,251, respectively, which is included in general and administrative expenses on the Company’s consolidated statements of operations. The Company amortizes these assets over their related useful lives (approximately 1 to 5 years), using a straight-line basis. Assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable, or at least annually. Measurement of the amount of impairment, if any, is based upon the difference between the asset's carrying value and estimated fair value. Fair value is determined through various valuation techniques, including market and income approaches as considered necessary. During the six months ended June 30, 2016 and 2015 the Company recorded amortization expense of $36,182 and $26,400, respectively, related to websites previously launched. As of June 30, 2016 As of December 31, 2015 Amortization Period Web development costs 323,161 339,162 5 years Capitalized costs - - Less: reallocation of cost to invoices - (16,000) Less: accumulated depreciation (110,015) (73,833) $ 213,146 $ 249,329

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	6 Months Ended
	Jun. 30, 2016
PROPERTY AND EQUIPMENT:
PROPERTY AND EQUIPMENT	NOTE 8 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at June 30, 2016 and December 31, 2015: As of June 30, 2016 As of December 31, 2015 Estimated Useful Life Furniture and equipment 12,437 12,437 3 years Total 12,437 12,437 Less: Accumulated depreciation (7,689) (5,616) $ 4,748 $ 6,821 The Company records depreciation expense on a straight-line basis over the estimated life of the related asset (approximately 3 years). The Company recorded depreciation expense of $2,073 and $2,072 during the six months ended June 30, 2016 and 2015, respectively.

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY	6 Months Ended
	Jun. 30, 2016
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY	NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY At June 30, 2016, the Company had a balance in related party accounts payable and accrued expenses of $337,442 which consisted of the following: Party Name: Relationship: Amount Howard Baer Spouse of majority shareholder Consulting fees 180,500 Howard Baer Spouse of majority shareholder Accrued interest 28,123 John Venners Director/EVP, President and CEO of Kuboo, Inc. Consulting fees/salaries 98,466 John Venners Director/EVP, President and CEO of Kuboo, Inc. Advances 3,000 Kuboo, Inc. Former parent company, significant shareholder Rent 55,476 $ 365,565

NOTES PAYABLE RELATED PARTY

NOTES PAYABLE RELATED PARTY	6 Months Ended
	Jun. 30, 2016
NOTES PAYABLE RELATED PARTY:
NOTES PAYABLE RELATED PARTY	NOTE 10 – NOTES PAYABLE RELATED PARTY On May 19, 2015, the Company issued Kae Yong Park and her spouse Howard Baer (together, “Park”) a non-interest bearing, unsecured demand promissory note to evidence all unpaid advances received by the Company to that point and to cover all additional advances received afterward. Unpaid principal under the note is due and payable upon the earlier of (i) an “event of default” (as defined), (ii) written demand and (iii) the Company’s receipt of capital (to the extent of net proceeds received) from any capital raising transaction after May 15, 2015, whether in the form of debt, equity or otherwise. On September 30, 2015, the Company amended and restated its promissory note to Park to include all advances to date and provide certain assets, including all internet domain names, websites and related assets as collateral. Repayment terms remain the same, and Park has to date not enforced the provision requiring repayment upon receipt of net proceeds from capital raising transactions. During the six months ended June 30, 2016, Park advanced an aggregate of $274,050 to the Company for short-term capital needs. During this period the Company repaid $73,000 of its secured debt to Park. Additionally, Park assigned $65,000 of debt owed to her by the Company to another investor who received a note from the Company to evidence the debt. At June 30, 2016, the Company had a note payable to Park for these advances of $1,085,357 of which $1,035,357 is secured by the assets of the Company. Due to the on demand nature of this amount, the company has classified it as a current liability. On May 11, 2016, Kae Park, a significant shareholder, assigned $65,000 of debt owed to her by the Company to an investor for which the Company agreed to issue a one-year note. Interest on the note is to be paid at an aggregate of fifty percent of the original face value in quarterly payments calculated as a percentage of the joint venture company’s net revenues. This interest will only be payable in the event that the joint venture company generates net revenues. The following table summarizes the Company’s balance for these advances for the six months ended June 30, 2016: Amount due - December 31, 2015 $ 949,307 Advances received from Park 274,050 Debt assigned to investor (65,000) Repayments made to Park (73,000) Balance due–June 30, 2016 $ 1,085,357 On June 23, 2014, the Company issued a $500,000 promissory note in conjunction with the purchase of approximately 7,500 cannabis-related internet domain names. The note originally bore interest at the rate of 3.25% per annum and the first $100,000 of which was payable upon the Company’s receipt of an aggregate of $1,000,000 in funding (whether debt or equity). The remaining $400,000 is payable in thirty-six equal monthly installments, commencing on the fifteenth day following the first month the Company realizes at least $150,000 in gross revenue (see Note 12 - Commitments and Contingencies). On July 25, 2014, the Company amended and restated its promissory note in the principal amount of $500,000 owing to Kae Yong Park (the Company’s then majority shareholder) to provide that it would make the first $100,000 installment payment due under the Note on July 25, 2014 (earlier than required), in exchange for which Kae Yong Park agreed to waive all interest due over the term of the note. Thereafter, Kae Yong Park waived the requirement that the Company pay the $100,000 due under the Amended and Restated Note until August 25, 2014, at which time it was paid. The Company subsequently recaptured all previously recorded interest expense related to the note.

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Jun. 30, 2016
NOTES PAYABLE
NOTES PAYABLE	NOTE 11 – NOTES PAYABLE Notes On July 1, 2015, the Company entered into a seven (7) day loan agreement with two parties for aggregate proceeds of $34,900. The note bears interest at the rate of six percent (6%) annually. In addition to the loans, the Company issued an aggregate 349,000 shares of common stock valued at $26,016 and warrants to purchase an aggregate 100,000 shares of the Company’s common stock at an exercise price of $0.25 per share valued at $6,898. The relative fair value of the shares and warrants associated with these notes have been recorded as debt discount to be amortized over the life of the loans. As of June 30, 2016, these notes have not yet been repaid and principal and interest totaling $36,977 is in default. On August 10, 2015, the Company entered into a one hundred twenty (120) day loan agreement with an existing investor for aggregate proceeds of $45,000 (two installments of $22,500 each). The note bears interest at the rate of six percent (6%) annually. As additional consideration for these loans, the Company issued an aggregate 1,200,000 shares of common stock valued at $38,918. The relative fair value of the shares associated with these notes have been recorded as debt discount to be amortized over the life of the loans). As of June 30, 2016, these notes have not yet been repaid and principal and interest totaling $46,964 is in default. Convertible Notes On February 29, 2016, in conjunction with its joint venture agreement (see Note 4 – Investment in Joint Venture), the Company entered an agreement to issue three $50,000, one year convertible notes. These notes are convertible into shares of the Company’s stock at a price of $0.20 per share or a total of 250,000 shares each. Interest on these notes is to be paid at an aggregate of fifty percent of the original face value in quarterly payments calculated as a percentage of the joint venture company’s net revenues. This interest will only be payable in the event that the joint venture company generates net revenues. Concurrent with this agreement, the Company issued the first of these convertible notes. On April 8, 2016, the Company issued the second of these convertible notes. As of June 30, 2016, the proceeds from the third note investment of $50,000 had not been received. Dilutive shares associated with convertible notes outstanding at June 30, 2016 is as follows: Principal Shares Note dated February 29, 2016, convertible at $0.20 per share $ 50,000 250,000 Note dated April 8, 2016, convertible at $0.20 per share 50,000 250,000 Total Dilutive shares –June 30,2016 100,000 $ 500,000 The following table summarizes the Company’s notes and convertible notes payable for the six months ended June 30, 2016: Notes Convertible Notes Balance – December 31, 2015 $ 79,900 $ - Note proceeds received - 100,000 Repayments on notes - - Balance – June 30,2016 $ 79,900 $ 100,000

STOCK WARRANTS

STOCK WARRANTS	6 Months Ended
	Jun. 30, 2016
STOCK WARRANTS
STOCK WARRANTS	NOTE 12 – STOCK WARRANTS On February 29, 2016, in conjunction with the Company’s joint venture agreement (see Note 4 – Investment in Joint Venture), the company agreed to issue a warrant to purchase 5,525,318 shares of the Company’s common stock at an exercise price of $0.08 per share. These warrants were valued at $475,751 using the Black-Scholes pricing model, were fully vested upon issuance and have a cashless exercise provision. On March 31, 2016, the Company issued two year warrants to John Hollister, Interim CEO, to purchase 375,000 shares of the Company’s common stock at an exercise price of $0.09 per share in conjunction with his employment contract. These warrants were valued at $33,236 using the Black-Scholes pricing model and were fully vested upon issuance. On June 30, 2016, the Company issued two year warrants to John Hollister, Interim CEO, to purchase 375,000 shares of the Company’s common stock at an exercise price of $0.09 per share in conjunction with his employment contract. These warrants were valued at $29,720 using the Black-Scholes pricing model and were fully vested upon issuance. The Company has applied fair value accounting for all warrants issued. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model. The fair value at the commitment date for the above warrants were based upon the following management assumptions: Commitment Date Expected dividends 0% Expected volatility 163% - 175% Expected term: 2 - 3 years Risk free interest rate 0.58% – 0.91% A summary of the Company’s warrant activity for the six months ended June 30, 2016 is as follows: Number of Warrants Weighted Average Exercise Price Outstanding – December 31, 2015 11,105,285 $ 0.08 Granted 6,275,318 0.08 Exercised/settled - - Balance as June 30, 2016 17,380,603 $ 0.08 The Company’s outstanding warrants at June 30, 2016 are as follows: Warrants Outstanding Warrants Exercisable Exercise Price Range NumberOutstanding Weighted AverageRemainingContractual Life (inyears) Weighted AverageExercise Price NumberExercisable WeightedAverageExercise Price Intrinsic Value $0.05 - $0.25 17,380,603 1.69 $ 0.08 17,380,603 $ 0.08 625,207 The weighted average fair value per warrant issued during the six months ended June 30, 2016 was $0.09.

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE	6 Months Ended
	Jun. 30, 2016
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE	NOTE 13 – EARNINGS (LOSS) PER SHARE Net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Since the Company reflected a net loss for the three and six months ended June 30, 2016 and 2015, respectively, the effect of considering any common stock equivalents, if exercisable, would have been anti-dilutive. Therefore, a separate computation of diluted earnings (loss) per share is not presented. The Company has the following common stock equivalents at June 30, 2016 and 2015, respectively: As of June 30, 2016 As of June 30, 2015 Warrants (exercise price $0.05 - $0.25/share) 17,380,603 2,000,000 Convertible debt (exercise price $0.20/share) 500,000 - 17,880,603 2,000,000

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2016
NOTES PAYABLE RELATED PARTY {1}
RELATED PARTY TRANSACTIONS	NOTE 14 – RELATED PARTY TRANSACTIONS Effective May 2, 2014, the Company entered into an asset purchase agreement with Kae Park (the “Seller”), who became a related party upon the closing of the acquisition, which occurred on June 23, 2014. Under this agreement, the Company agreed to acquire approximately 7,500 cannabis related Internet domain names, in exchange for which, the Company: (a) Issued to the Seller on the closing date 78.5 million shares of the Company’s restricted common stock which represented approximately 81% of the Company’s issued and outstanding common stock upon the closing; (b) Issued to the Seller a promissory note in the principal amount of $500,000. The note originally bore interest at the rate of 3.25% per annum and was payable as follows: upon the Company’s receipt of an aggregate of $1,000,000 in funding (whether debt or equity), $100,000 was to be paid, and the Company was required to pay the remaining balance of $400,000 in thirty-six equal monthly installments, commencing on the fifteenth day following the first month the Company realizes at least $150,000 in gross revenue; and (c) Is obligated to pay a monthly royalty to the Seller equal to the product of (i) six percent (6%) and (ii) the excess of the Company’s gross monthly revenue over $150,000 (“Royalty Payment”). The Royalty Payment is payable for a period of thirty-six months from and after the first month in which the Company has gross revenues in excess of $150,000. On July 25, 2014, the Company amended and restated the promissory note to provide that it would make the first $100,000 installment payment due under the Note on July 25, 2014 (earlier than required), in exchange for which Kae Yong Park agreed to waive all interest due over the term of the note. Thereafter, Kae Yong Park waived the requirement that the Company pay the $100,000 due under the Amended and Restated Note, until August 25, 2014, at which point such $100,000 was paid. In addition, the Seller was required to provide such consulting services as the Company may require during the twelve-month period following the closing of the acquisition. In consideration for these services, the Company was required to pay the Seller $9,500 per month, for a period of twelve months, commencing on the closing date and, on the first of each month thereafter. We are headquartered in Scottsdale, Arizona where we rent space from Kuboo Inc. our former parent company and a significant shareholder. Currently, the Company is renting approximately 6,100 square feet of space on a month-to-month basis. The monthly rent for this facility is $11,500. During the six months ended June 30, 2016 the company incurred expenses payable to Kuboo, Inc. of $69,000 for rent. During the six months ended June 30, 2016, Kae Yong Park, a significant shareholder, and her spouse, Howard Baer, advanced an aggregate of $274,050 to the Company for short-term capital needs. During this period the Company also repaid $73,000 of its secured debt to Park. Additionally, on May 11, 2016, Park assigned $65,000 of debt owed to her by the Company to another investor for which the Company issued the investor a one year note for $65,000. At June 30, 2016, the Company had a note payable to Park for these advances of $1,085,357 of which $1,035,357 is secured by the assets of the Company. During the six months ended June 30, 2016, the Company incurred expenses of $90,000 related to its consulting contract with Howard Baer, the spouse of Kae Yong Park, a significant shareholder. During the six months ended June 30, 2016, the Company received funds related to its joint venture of $85,000 and spent cash on behalf of its joint venture totaling $95,363. The remaining $10,363 is included in accounts receivable – related party. On April 13, 2016, the Company agreed to amend the promissory note with Kae Yong Park and Howard R. Baer so as to make $564,000 in principal amount due under said Note interest bearing at the rate of 10% per annum, effective January 1, 2016. The remaining principal is non-interest bearing. At June 30, 2016, the Company has accrued interest owed under this agreement of $28,123.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2016
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 15 – COMMITMENTS AND CONTINGENCIES In May 2014, The Company entered into an asset purchase agreement that requires the Company to pay a monthly royalty equal to six percent of gross monthly revenues over $150,000. The royalty payment is payable for a period of thirty-six months from and after the first month in which the Company’s gross revenues are in excess of $150,000 (see Note 16 - Related Party Transactions). On June 23, 2014, the Company issued a $500,000 promissory note in conjunction with the purchase of approximately 7,500 cannabis-related internet domain names. The original note bore interest at the rate of 3.25% per annum and was payable as follows: upon the Company’s receipt of an aggregate of $1,000,000 in funding (whether debt or equity), $100,000 was required to be paid. The remaining $400,000 is payable in thirty-six equal monthly installments, commencing on the fifteenth day following the first month the Company realizes at least $150,000 in gross revenue. On July 25, 2014, the Company amended and restated its promissory note in the principal amount of $500,000 owing to Kae Yong Park (the Company’s then majority shareholder) to provide that it would make the first $100,000 installment payment due under the Note on July 25, 2014 (earlier than required), in exchange for which Kae Yong Park agreed to waive all interest due over the term of the note. Thereafter, Kae Yong Park waived the requirement that the Company pay the $100,000 due under the Amended and Restated Note until August 25, 2014, at which time it was paid. On August 7, 2015, Lee Ori ("Plaintiff") instituted a legal action in Missouri against us, Wealthcorp, LLC, Winterwalk Capital, LLC, Christopher S. Walkup ("Walkup"), Marshall P. Winters and Paradigm Healthcare Solutions, LLC. The complaint alleged that (i) Walkup represented to the Plaintiff that he had the right to subscribe to shares of our common stock at a per share price of $.25 and (ii) that Walkup was the Company’s agent and individually and in such alleged agency capacity offered to sell Plaintiff an aggregate of 1,075,000 shares of company common stock for a total purchase price of $425,000. The Complaint alleges that we are liable to the Plaintiff for the acts and omissions of Walkup, based on the allegation that he was our agent. The complaint seeks from us and Walkup (1) 1,075,000 shares of our common stock and (2) money damages in the amount of $425,000. Without admitting any responsibility, the Company and the Plaintiff agreed in principle to settle the matter. Under the settlement, the Company agreed to issue 400,000 restricted shares of common stock valued at $62,000 to the Plaintiff as consideration for the settlement. These shares had not been issued as of the date of these financial statements. In addition, the Company has agreed to issue an additional 275,000 shares as liquidated damages if it breaches a certain material representation to be included in the settlement agreement. On August 15, 2016, the Company instituted a legal action in Arizona against Tumbleweed Holdings Inc. ("TW"). The complaint alleged that (i) TW breached the joint venture agreement by failing to fund the remaining $15,000 due to the joint venture company by April 29, 2016 (ii) TW breached the joint venture agreement by failing to fund the last $50,000 convertible note due to the Company by April 29, 2016. (iii) TW breached the joint venture agreement by failing to fund their respective 40% of development expense in excess of the initial $100,000. The Company seeks damages in the amount of $128,000 plus interest.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2016
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 16 – SUBSEQUENT EVENTS Loan Advances Since June 30, 2016, Kae Yong Park, a significant shareholder, and her spouse, Howard R. Baer, made additional unsecured advances to the Company of $90,350, leaving a balance due of $1,175,707 at August 22, 2016.

SECURITIES (Tables)

SECURITIES (Tables)	6 Months Ended
	Jun. 30, 2016
Securities
Summarizes fair value at the commitment and re-measurement	The fair value at the commitment and re-measurement dates for the above warrant was based upon the following management assumptions: Commitment Date Re-measurement Date Expected dividends 0% 0% Expected volatility 328% 289% Expected term: 3 years 2.67 years Risk free interest rate 0.91% 0.71%
Summarizes the securities activity for the three months	The following table summarizes the securities activity for the six months ended June 30, 2016: Balance – December 31, 2015 $ - Warrants received 175,044 Exercised - Realized gain (loss) - Unrealized gain (loss) 111,857 Balance – June 30, 2016 $ 286,901

WEB DEVELOPMENT COSTS AND DOM23

WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS (TABLE)	6 Months Ended
	Jun. 30, 2016
WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS (TABLE):
WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS (TABLE)	During the six months ended June 30, 2016 and 2015 the Company recorded amortization expense of $36,182 and $26,400, respectively, related to websites previously launched. As of June 30, 2016 As of December 31, 2015 Amortization Period Web development costs 323,161 339,162 5 years Capitalized costs - - Less: reallocation of cost to invoices - (16,000) Less: accumulated depreciation (110,015) (73,833) $ 213,146 $ 249,329

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	6 Months Ended
	Jun. 30, 2016
PROPERTY AND EQUIPMENT {1}
PROPERTY AND EQUIPMENT	Property and equipment consisted of the following at June 30, 2016 and December 31, 2015: As of June 30, 2016 As of December 31, 2015 Estimated Useful Life Furniture and equipment 12,437 12,437 3 years Total 12,437 12,437 Less: Accumulated depreciation (7,689) (5,616) $ 4,748 $ 6,821

ACCOUNTS PAYABLE AND ACCRUED 25

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Tables)	6 Months Ended
	Jun. 30, 2016
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Tables):
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Tables)	At June 30, 2016, the Company had a balance in related party accounts payable and accrued expenses of $337,442 which consisted of the following: Party Name: Relationship: Amount Howard Baer Spouse of majority shareholder Consulting fees 180,500 Howard Baer Spouse of majority shareholder Accrued interest 28,123 John Venners Director/EVP, President and CEO of Kuboo, Inc. Consulting fees/salaries 98,466 John Venners Director/EVP, President and CEO of Kuboo, Inc. Advances 3,000 Kuboo, Inc. Former parent company, significant shareholder Rent 55,476

NOTES PAYABLE RELATED PARTY (Ta

NOTES PAYABLE RELATED PARTY (Tables)	6 Months Ended
	Jun. 30, 2016
NOTES PAYABLE RELATED PARTY {1}
NOTES PAYABLE RELATED PARTY-TABLE	The following table summarizes the Company’s balance for these advances for the six months ended June 30, 2016: Amount due - December 31, 2015 $ 949,307 Advances received from Park 274,050 Debt assigned to investor (65,000) Repayments made to Park (73,000) Balance due–June 30, 2016 $ 1,085,357

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2016
NOTES PAYABLE
Dilutive shares associated with convertible notes outstanding	Dilutive shares associated with convertible notes outstanding at June 30, 2016 is as follows: Principal Shares Note dated February 29, 2016, convertible at $0.20 per share $ 50,000 250,000 Note dated April 8, 2016, convertible at $0.20 per share 50,000 250,000 Total Dilutive shares –June 30,2016 100,000 $ 500,000
Summarizes the Company's notes payable	The following table summarizes the Company’s notes and convertible notes payable for the six months ended June 30, 2016: Notes Convertible Notes Balance – December 31, 2015 $ 79,900 $ - Note proceeds received - 100,000 Repayments on notes - - Balance – June 30,2016 $ 79,900 $ 100,000

STOCK WARRANTS (Tables)

STOCK WARRANTS (Tables)	6 Months Ended
	Jun. 30, 2016
Company's outstanding stock warrants
Company's fair value of each warrant	The fair value at the commitment date for the above warrants were based upon the following management assumptions: Commitment Date Expected dividends 0% Expected volatility 163% - 175% Expected term: 2 - 3 years Risk free interest rate 0.58% – 0.91%
Company's warrant activity	A summary of the Company’s warrant activity for the six months ended June 30, 2016 is as follows: Number of Warrants Weighted Average Exercise Price Outstanding – December 31, 2015 11,105,285 $ 0.08 Granted 6,275,318 0.08 Exercised/settled - - Balance as June 30, 2016 17,380,603 $ 0.08
Company's outstanding stock warrants	The Company’s outstanding warrants at June 30, 2016 are as follows: Warrants Outstanding Warrants Exercisable Exercise Price Range NumberOutstanding Weighted AverageRemainingContractual Life (inyears) Weighted AverageExercise Price NumberExercisable WeightedAverageExercise Price Intrinsic Value $0.05 - $0.25 17,380,603 1.69 $ 0.08 17,380,603 $ 0.08 625,207

EARNINGS (LOSS) PER SHARE (Tabl

EARNINGS (LOSS) PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2016
EARNINGS (LOSS) PER SHARE {2}
EARNINGS (LOSS) PER SHARE	The Company has the following common stock equivalents at June 30, 2016 and 2015, respectively: As of June 30, 2016 As of June 30, 2015 Warrants (exercise price $0.05 - $0.25/share) 17,380,603 2,000,000 Convertible debt (exercise price $0.20/share) 500,000 - 17,880,603 2,000,000

ORGANIZATION AND BASIS OF PRE30

ORGANIZATION AND BASIS OF PRESENTATION(Details)	Feb. 29, 2016	Jun. 25, 2014USD ($)shares	May 31, 2011
ORGANIZATION AND BASIS OF PRESENTATION Details
Safe Communications, Inc acquired Company's issued and outstanding common stock			80.00%
Company completed the acquisition of approximately cannabis related Internet domain names		7,500
Company issued shares of its common stock | shares		78,500,000
Company issued a promissory note in the principal amount | $		$ 500,000
The seller of the domain names became an stockholder of the Company.		81.00%
The Company own equity and future earnings of the joint venture company	60.00%
Tumbleweed Holdings, Inc. ("TW"), equity and future earnings of the joint venture company	40.00%

LIQUIDITY_GOING CONCERN (Detail

LIQUIDITY/GOING CONCERN (Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	May 31, 2008
Going concern details
The Company is an early stage enterprise and has accumulated losses		$ 20,056,618
The Company recently raised capital through the sale of its common stock	$ 100,000
Company received a net in loans from its significant shareholder	$ 201,050

INVESTMENT IN JOINT VENTURE (De

INVESTMENT IN JOINT VENTURE (Details) - USD ($)	Jun. 30, 2016	Feb. 29, 2016
INVESTMENT IN JOINT VENTURE Details
The Company and TW owns equity of the joint venture company Maximum		60.00%
The Company and TW owns equity of the joint venture company Minimum		40.00%
The Company contributed the URL to the joint venture entity, in exchange for the joint venture		60.00%
TW contributed towards the development of the online web portal,		$ 30,000
TW Contributed additional towards the development of the online web portal		70,000
Principal amounts of notes		500,000
TW agreed to purchase an aggregate in principal amount of convertible notes		$ 150,000
Company's common stock at a conversion price per share		$ 0.20
Face value of the notes		50.00%
Additionally, both parties issued the other a warrant to purchase their outstanding common stock		4.90%
TW issued a warrant to the Company to purchase shares of common stock		9,770,878
TW Issued shares of common stock exercise price per share		$ 0.02
Purchased shares valued at		$ 175,044
Company issued a warrant to TW to purchase shares		5,525,318
Company's common stock at an exercise price.		$ 0.08
TW Purchased shares valued at		$ 475,751
Company's initial investment in the joint venture company was recorded at the historic cost basis .		0
Expenses related to the excess value of warrants		$ 300,707
Tumbleweed owed the joint venture company the remaining in development and funded the Company	$ 15,000
Company paid for final note purchase	$ 50,000

Tumbleweed Holdings, Inc (Detai

Tumbleweed Holdings, Inc (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2016
Tumbleweed Holdings, Inc Details
Tumbleweed contributed an additional amount to joint venture company	$ 55,000
The joint venture company experienced a net loss attributable to the Company's 60% ownership	$ 1,326	$ 2,941

ACCOUNTS RECEIVABLE - RELATED34

ACCOUNTS RECEIVABLE - RELATED PARTY (Details)	6 Months Ended
	Jun. 30, 2016USD ($)
ACCOUNTS RECEIVABLE - RELATED PARTY Details
Tumbleweed Holdings agreed to fund one hundred percent for web development	$ 100,000
Company received funds related to its joint venture	85,000
Spent cash on behalf of its joint venture totaling	95,363
Due from Tumbleweed Holdings	$ 10,363

SECURITIES (Details)

SECURITIES (Details)	Jun. 30, 2016USD ($)shares
SECURITIES Details
Company received a warrant to purchase up to Shares of Tumbleweed Holdings, Inc | shares	9,770,878
Tumbleweed Holdings, Inc. at an exercise price of	0.02
The initial value of the warrant was | $	$ 175,044
Commitment Date:
Expected dividends	0.00%
Expected volatility	328.00%
Expected term: (years)	3
Risk free interest rate	0.91%
Re-measurement Date
Expected dividends;	0.00%
Expected volatility.	289.00%
Expected term: (years).	2.67
Risk free interest rate.	0.71%

Security Activity -Six months E

Security Activity -Six months Ended -June 2016 (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Security Activity Details
Balance	$ 286,901	$ 0
Warrants received		175,044
Exercised.		0
Realized gain (loss).		0
Unrealized gain (loss)		$ 111,857

Website development and Amortiz

Website development and Amortization expenses ( Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Website development and Amortization expenses Details
Company recorded website development expenses	$ 8,654	$ 38,251
Company recorded amortization expense	$ 36,182	$ 26,400

WEB DEVELOPMENT COSTS (Details)

WEB DEVELOPMENT COSTS (Details)	Jun. 30, 2016USD ($)	Dec. 31, 2015USD ($)
WEB DEVELOPMENT COSTS Details
Web development costs	$ 323,161	$ 339,162
Capitalized costs	0	0
Less: reallocation of cost to invoices	0	(16,000)
Less: accumulated depreciation	(110,015)	(73,833)
Total web development costs	$ 213,146	$ 249,329
AMORTIZATION Period (in years)	5	5

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details)	Jun. 30, 2016USD ($)	Dec. 31, 2015USD ($)
Furniture and equipment details
Furniture and equipment	$ 12,437	$ 12,437
Total furniture and equipment net	12,437	12,437
Less: Accumulated depreciation.	(7,689)	(5,616)
Net total of Furniture and euqipment	$ 4,748	$ 6,821
Estimated useful life in years	3	3

Depreciation (Details)

Depreciation (Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Depreciation Expenses of property expenses
The company recorded depreciation expense	$ 2,073	$ 2,072

ACCOUNTS PAYABLE AND ACCRUED 41

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Details)	Jun. 30, 2016USD ($)
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY Details
Howard Baer Majority shareholder Consulting fees	$ 180,500
Howard Baer Majority shareholder Accured interest	28,123
John Venners Director, President and CEO of Kuboo, Inc Consulting fees salaries	98,466
John Venners Director, President and CEO of Kuboo, Inc Advances	3,000
Kuboo, Inc significant shareholder Rent	55,476
JLovers, Inc Joint venture company Operating/development funds	365,565
Total Accounts payable and accrued expenses	$ 337,442

NOTES PAYABLE RELATED PARTY (De

NOTES PAYABLE RELATED PARTY (Details)	Jun. 23, 2014USD ($)
Notes payable related Party details
Company issued a promissory note	$ 500,000
The note bears interest at the rate per annum	3.25%
Company's receipt of an aggregate in funding	$ 100,000
Company paid to the note holder	100,000
Remaining debt is payable in thirty six equal monthly installment	400,000
Company realizes at least in gross revenue	$ 150,000

NOTES PAYABLE RELATED PARTY-Nar

NOTES PAYABLE RELATED PARTY-Narrative(Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	May 11, 2016
Short term capital needs details
Park advanced an aggregate amount on an unsecured basis to the Company for short-term capital needs	$ 274,050
Company also repaid its secured debt to Park	73,000
Company had a note payable to Park for these advances	1,085,357
Additionally, Park owed debt by the company	$ 65,000
Kae Park, a significant shareholder, assigned debt note for one year		$ 65,000

Company advances (Details)

Company advances (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Company advances Details
Amount due on December	$ 0	$ 949,307
Advances received from Park	0	274,050
Repayments made to Park	0	(73,000)
Debt assigned to investor	0	(65,000)
Balance due on June	$ 1,085,357	$ 0

Kae Yong Park (Details)

Kae Yong Park (Details)	Jul. 25, 2014USD ($)
Kae Yong Park share holder details
Company amended and restated its promissory note in the principal amount owing to Kae Yong Park	$ 500,000
First installament payment due	100,000
Kae Yong Park agreed to waive all interest due over the term of the note. Thereafter, Kae Yong Park waived the requirement that the Company pay the due.	$ 100,000

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	Jun. 30, 2016	Aug. 10, 2015	Jul. 01, 2015
NOTES PAYABLE Details
Seven (7) day loan agreement with two parties for aggregate proceeds		$ 0	$ 34,900
One hundred twenty (120) day loan agreement with an existing investor for aggregate proceeds		$ 45,000	$ 0
The note bears interest at the rate Annually		6.00%	6.00%
Company issued an aggregate shares of common stock		1,200,000	349,000
Aggregate shares of common stock Valued at		$ 38,918	$ 26,016
Issued warrants to purchase an aggregate shares of the company		0	100,000
Company's common stock exercise price			$ 0.25
Per share valued at			$ 6,898
Note-1 have not yet been repaid and principal and interest totaling is in default	$ 36,977
Note-2 have not yet been repaid and principal and interest totaling is in default	$ 46,964

Covertible notes (Details)

Covertible notes (Details) - USD ($)	Jun. 30, 2016	Feb. 29, 2016
Conjunction with its joint venture agreement
Note Convertible at $ 0.20 per share principal amount		$ 50,000
Total shares		250,000
Proceeds from the third note investment received	$ 50,000

Convertible notes outstanding (

Convertible notes outstanding (Details) - USD ($)	Jun. 30, 2016	Apr. 08, 2016	Feb. 29, 2016
Dilutive shares associated with convertible notes outstanding {1}
Note Convertible at $0.20 per share Principal amount	$ 100,000	$ 50,000	$ 50,000
Note convertible into shares	0	250,000	250,000
Total Dilutive shares	500,000	0	0

Convertible notes - Narrative (

Convertible notes - Narrative (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Convertible notes - Narrative Details
Balance of notes	$ 0	$ 79,900
Note proceeds received-convertible notes	100,000	0
Repayments on notes	0	0
Balance of notes and convertible notes	$ 100,000	$ 79,900

STOCK WARRANTS (Details)

STOCK WARRANTS (Details) - USD ($)	Jun. 30, 2016	Mar. 31, 2016	Feb. 29, 2016
Stock Warrants Details
Company agreed to issue a warrant to purchase shares			5,525,318
Exercise price per share,	$ 0.09	$ 0.09	$ 0.08
Warrants were valued at	$ 29,720	$ 33,236	$ 475,751
Company issued two year warrants to John Hollister, Interim CEO, to purchase shares	375,000	375,000

Warrants granted -Management as

Warrants granted -Management assumptions ( Details)	Jun. 30, 2016
Management Assumptions
Expected dividends;	0.00%
Expected volatility Maximum	175.00%
Expected volatility Manimum	163.00%
Expected term maximum	3
Expected term minimum	2
Risk free interest rate maximum	0.91%
Risk free interest rate minimum	0.58%

Warrant activity ( Details)

Warrant activity ( Details) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Number of Warrants
Outstanding		11,105,285
Granted		6,275,318
Exercised /Settled		0
Balance	17,380,603
Weighted Average Exercise Price
Outstanding		$ 0.08
Granted		0.08
Exercised /Settled		$ 0
Balance	$ 0.08

Outstanding Warrants (Details)

Outstanding Warrants (Details)	Jun. 30, 2016$ / sharesshares
Warrants Outstanding
Exercise price Range from 0.05-0.25 number outstanding | shares	17,380,603
Weighted Average Remaining Contractual life (in years)	1.69
Weighted Average Exercise price | $ / shares	$ 0.08
Warrants Exercisable
Exercise price Range from 0.05-0.25 number Exercisable | shares	17,380,603
Weighted Average Exercise price. | $ / shares	$ 0.08
Intrinsic Value | shares	625,207
The weighted average fair value per warrant issued | $ / shares	$ 0.09

EARNINGS (LOSS) PER SHARE (Deta

EARNINGS (LOSS) PER SHARE (Details) - shares	Jun. 30, 2016	Jun. 30, 2015
EARNINGS (LOSS) PER SHARE Details
Warrants (exercise price $0.05 - $0.25/share)	17,380,603	2,000,000
Convertible debt (exercise price $0.20/share)	500,000	0
Total Warrants and convertible	17,880,603	2,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	Jul. 25, 2014	Jun. 23, 2014
Related party transaction details
Issued to the Seller on the closing date in shares		78,500,000
Restricted common stock in percentage		81.00%
Issued to the Seller a promissory note in the principal amount		500,000
The note bears interest		3.25%
Company's receipt of an aggregate		1,000,000
Debt Equity paid amount		100,000
Company shall pay the remaining balance amount		$ 400,000
Company realizes amount		$ 150,000
Monthly royalty to the Seller		6.00%
Royalty Payment		$ 150,000
Company has gross revenues in excess		$ 150,000
Kae Yong Park make first installment payment	$ 100,000
Company pay due under the Amended and Restated Note	100,000
Agreed to pay Kae Yong Park for any consulting services	9,500
Company is renting 6,100 square feet of space for monthly rent	$ 11,500

Related party payables (Details

Related party payables (Details)	6 Months Ended
	Jun. 30, 2016USD ($)
Related party payables
Company incurred expenses payable to Kuboo, Inc. for a total amount	$ 69,000
Kae Yong Park, a significant shareholder, and her spouse, Howard Baer, advanced an aggregate amount	274,050
Repayment of its secured debt to Park.	73,000
Company had a note payable for these advances to Ms. Park	1,085,357
Company incurred expenses related to its consulting contract with Howard Baer	90,000
Company received funds related to its joint venture	85,000
Cash on behalf of its joint venture totaling	95,363
The remaining is is included in accounts payable	$ 10,363

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Aug. 31, 2016	Aug. 07, 2015	Jul. 25, 2014	Jun. 23, 2014	May 31, 2014
COMMITMENTS AND CONTINGENCIES Details
Gross monthly revenue	$ 0	$ 0	$ 0	$ 0	$ 150,000
Company gross revenues are in excess	0	0	0	0	150,000
Promissory note issued by the company	$ 0	$ 0	$ 0	$ 500,000	$ 0
Promissory note interest	0.00%	0.00%	0.00%	3.25%	0.00%
Company in receipt of amount	$ 0	$ 0	$ 0	$ 1,000,000	$ 0
Euqity fund amount	0	0	0	100,000	0
Least gross revenue	0	0	0	150,000	0
In 36 months payable amount	0	0	0	400,000	0
Shareholder, Kae Park, and her spouse Howard Baer (collectively "Park"), under which Park committed to advance the Company a minimum	0	0	500,000	0	0
Company made first installment to lender	0	0	100,000	0	0
Thereafter, Kae Yong Park waived the requirement that the Company pay the due	0	0	100,000	0	0
Park's receipt of funding from a third party lender	$ 0	$ 0	$ 0	$ 0	$ 0
Park's receipt of funding from a third party lender number of shares	0	0	0	0	0
Under the pledge agreement, if Park defaults on the repayment of the note	$ 0	$ 0	$ 0	$ 0	$ 0
represented to the Plaintiff that he had the right to subscribe to shares of our common stock at a per share price of	$ 0	$ 0.25	$ 0.25	$ 0	$ 0
Walkup was the Company's agent and individually and in such alleged agency capacity offered to sell Plaintiff an aggregate of shares	0	1,075,000	0	0	0
company common stock for a total purchase price	$ 0	$ 425,000	$ 0	$ 0	$ 0
Damamge amount	0	425,000	0	0	0
Company has agreed to issue 400,000 restricted shares of common stock valued at	$ 0	$ 62,000	$ 0	$ 0	$ 0
Company has agreed to issue an additional shares as liquidated damages if it breaches	0	275,000	0	0	0
TW breached the joint venture agreement by failing to fund the remaining due	$ 15,000	$ 0	$ 0	$ 0	$ 0
TW breached the joint venture agreement by failing to fund the last note	50,000	0	0	0	0
TW breached the joint venture agreement by failing to fund 40% of development expense in excess of the initial	100,000	0	0	0	0
Company seeks damages plus interest	$ 128,000	$ 0	$ 0	$ 0	$ 0

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)	Aug. 22, 2016	Jun. 30, 2016
Loan Advances
Howard R. Baer, made additional unsecured advances to the Company	$ 0	$ 90,350
Balance due on August 22, 2016	$ 1,175,707	$ 0