Northsight Capital (NCAP) 10-K 17 Apr 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Apr. 17, 2017	Jun. 30, 2016
Document and Entity Information:
Entity Registrant Name	NORTHSIGHT CAPITAL, INC.
Entity Trading Symbol	ncap
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Entity Central Index Key	1,439,397
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		114,236,581
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	FY
Entity Public Float			$ 0

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Current Assets
Cash	$ 14,405	$ 22,951
Advances - related party, net	0	0
Accounts Receivable	0	400
Total Current Assets	14,405	23,351
Deposits	0	131,000
Property and equipment, net $9,763 and $5,617 depreciation	2,675	6,821
Web Development Costs, net $134,949 and $73,833 amortization	176,963	249,329
Investment in joint venture	17,361	0
Total Assets	211,404	410,501
Current Liabilities
Accounts payable and accrued expenses	340,805	384,631
Accounts payable and accrued expenses - related party	704,997	173,942
Notes payable - related party	1,542,217	949,307
Notes payable	79,900	79,900
Convertible notes payable	100,000	0
Total Current Liabilities	2,767,919	1,587,780
Noncurrent Liabilities
Notes payable - related party, net of current portion	400,000	400,000
Total Liabilities	3,167,919	1,987,780
Commitments and Contingencies
Stockholders' Deficit
Common stock - 200,000,000 shares authorized having a par value of $.001 per share; 112,836,581 and 112,761,581 shares issued and outstanding as of December 31, 2016 and 2015, respectively	112,837	112,762
Subscription payable	62,000	62,000
Additional paid-in capital	17,552,058	16,966,288
Accumulated deficit	(20,683,410)	(18,718,329)
Total Stockholders' Deficit	(2,956,515)	(1,577,279)
Total Liabilities and Stockholders' Deficit	$ 211,404	$ 410,501

BALANCE SHEETS PARENTHETICALS

BALANCE SHEETS PARENTHETICALS - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Parentheticals
Net Depreciation of property and equipment	$ 9,763	$ 5,617
Net amortization of web development cost	$ 134,949	$ 73,833
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	200,000,000	200,000,000
Common Stock, shares issued	112,836,581	112,761,581
Common Stock, shares outstanding	112,836,581	112,761,581

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Revenue
Revenues	$ 15,680	$ 13,393
Operating Expenses:
General administrative	488,116	1,582,021
Settlement expense	0	82,000
Consulting expense - related party	180,000	265,993
Executive compensation	282,594	1,830,124
Professional fees	212,815	332,172
Rent - related party	134,400	103,000
Travel	2,327	19,780
Total operating expenses	1,300,252	4,215,090
Loss from operations	(1,284,572)	(4,201,697)
Other Income (Expense)
Loss on investments	(475,751)	0
Loss from equity investment	(10,695)	0
Interest expense	(63,063)	(3,766,145)
Loss on deposit	(131,000)	0
Total other income (expenses)	(680,509)	(3,766,145)
Net Loss Before Income Taxes	(1,965,081)	(7,977,842)
Income tax	0	0
Net Loss After Income Taxes	$ (1,965,081)	$ (7,977,842)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	112,818,088	107,987,931
Loss per Common Share - Basic and Diluted	$ (0.02)	$ (0.07)

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash Flows From Operating Activities
Net loss	$ (1,965,081)	$ (7,977,872)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment	4,146	4,145
Amortization of web development costs	72,366	62,583
Amortization of debt discounts	0	71,832
Stock issued for release	0	82,000
Stock issued for executive compensation	0	1,282,500
Stock issued pursuant to contracts	0	502,800
Stock issued for settlement of employment contract	0	208,000
Stock issued for advertising incentive	0	750
Loss on deposit	131,000	0
Warrants issued for executive compensation	102,594	54,156
Warrants issued for debt issue costs	0	3,702,272
Loss on investments	475,751	0
Loss from equity investment	10,695	0
Changes in operating assets and liabilities:
Prepaid expenses	0	31,500
Web development costs	0	16,000
Accounts receivable	400	(400)
Accounts payable and accrued expenses	(36,326)	349,992
Accounts payable - related party	531,055	124,266
Net Cash Used In Operating Activities	(673,400)	(1,485,446)
Cash Flows From Investing Activities
Investment in joint venture	(28,056)	0
Net Cash Used In Investing Activities	(28,056)	0
Cash Flows From Financing Activities
Proceeds from sale of common stock, net of offering costs	0	465,500
Proceeds from notes payable	0	79,900
Proceeds from convertible notes payable	100,000	0
Proceeds from notes payable - related party	656,600	1,112,407
Payments on notes payable - related party	(63,690)	(170,100)
Net Cash Provided by Financing Activities	692,910	1,487,707
Net (Decrease) Increase In Cash	(8,546)	2,261
Cash, Beginning of Period	22,951	20,690
Cash, End of Period	14,405	22,951
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	158	0
Cash paid for income taxes	0	0
Non-Cash Activities
Issuance of common stock for investment	0	131,000
Issuance of common stock in conjunction with debt agreements	0	64,934
Issuance of warrants in conjunction with debt agreements	0	6,898
Finder's fees settled with stock	0	16,449
Issuance of common stock as settlement of obligations	$ 7,500	$ 0

STATEMENT OF STOCKHOLDER'S DEFI

STATEMENT OF STOCKHOLDER'S DEFICIT - USD ($)	Common Stock Shares	Common Stock Amount	Additional Paid-in Capital	Subscription Receivable	Accumulated Deficit	Total
Balance at Dec. 31, 2014	104,019,196	104,019	10,536,221		(10,740,487)	(100,247)
Common stock sold, net offering costs	2,781,285	2,782	462,718			465,500
Warrants issued as compensation			$ 54,156			$ 54,156
Warrants issued in conjunction with debt agreements			$ 3,709,170			$ 3,709,170
Common stock issued in conjunction with debt agreements	1,549,000	1,549	63,385			64,934
Common stock issued as advertising incentive	3,000	3	747			750
Common stock issued for release	200,000	200	19,800	62,000		82,000
Common stock issued for compensation	1,000,000	1,000	1,281,500			1,282,500
Common stock issued for consulting	1,440,000	1,440	501,360			502,800
Common stock issued for letter of intent	100,000	100	130,900			131,000
Common stock issued for settlement employment contract	1,600,000	1,600	206,400			208,000
Finders Fees settled with stock	69,000	69	(69)
Net loss for the year ended December 31, 2015					$ (7,977,842)	$ (7,977,842)
Balance. at Dec. 31, 2015	112,761,581	112,762	16,966,288	62,000	(18,718,329)	(1,577,279)
Common stock issued for settlement of obligations	75,000	75	7,425			7,500
Warrants issued as compensation			$ 102,594			$ 102,594
Warrants issued in conjunction with joint venture			$ 475,751			475,751
Net loss for the year ended December 31, 2016					$ (1,965,081)	$ (1,965,081)
Balance at Dec. 31, 2016	112,836,581	112,837	17,552,058	62,000	(20,683,410)	(2,956,515)

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	12 Months Ended
	Dec. 31, 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”) was 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 7500 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, our EVP of Operations and a director, is also a director of Kuboo, Inc. See Note 17 - 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts and valuations of intangible assets, among others. Actual results could differ from those estimates. Risk and Uncertainties The Company operates in an industry that is subject to rapid change and intense competition. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of December 31, 2016 and 2015, the Company had no cash equivalents and all cash amounts consisted of cash on deposit. Stock-Based Compensation Share-based compensation awards, including stock options and restricted stock awards, are recorded at estimated fair value on the awards’ grant date, based on estimated number of awards that are expected to vest. The grant date fair value is amortized on a straight-line basis over the time in which the awards are expected to vest, or immediately if no vesting is required. Share-based compensation awards issued to non-employees for services are recorded at either the fair value of the services rendered or the fair value of the share-based payments whichever is more readily determinable. The fair value of restricted stock awards is based on the fair value of the stock underlying the awards on the grant date as there is no exercise price. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The determination of the fair value of each stock award using this option-pricing model is affected by our assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and the expected term of the awards based on an analysis of the actual and projected employee stock option exercise behaviors and the contractual term of the awards. We recognize stock-based compensation expense over the requisite service period, which is generally consistent with the vesting of the awards, based on the estimated fair value of all stock-based payments issued to employees and directors that are expected to vest. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include service contracts paid in advance. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represents obligations from customers that are subject to normal collection terms and are recorded at the invoiced amount, net of any allowance for doubtful accounts, and do not typically bear interest. The Company assesses the collectability of the accounts by taking into consideration the aging of accounts receivable, changes in customer credit worthiness, general market and economic conditions, and historical experience. Bad debt expenses are recorded as part of selling, general and administrative expenses in the statements of operations. The Company writes off the receivable balance against the allowance when management determines a balance is uncollectible. At December 31, 2016, the Company has recorded a full allowance of $34,204 against its receivable balance due to the uncertainty of its collectability. Property and Equipment/Web Development Costs Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed on a straight-line basis over the estimated useful lives of the respective assets or, in the case of leasehold improvements, the remaining lease term, if shorter. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are removed and the resulting gains or losses are recorded as part of other income or expense in the statements of operations. Repairs and maintenance costs are expensed as incurred. The estimated useful lives of the property and equipment are as follows: Property and Equipment Estimated Useful Life Furniture, fixtures and equipment 3 years Web development costs 5 years Investment in joint Venture 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 $475,751 related to the value of warrants the Company issued 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. On disposal of investments in joint ventures and associated companies, the difference between disposal proceeds and the carrying amounts of the investments are recognized in profit or loss. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted future cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value. Revenue Recognition Revenue is recognized when all of the following criteria are met: · Persuasive evidence of an arrangement exists. Evidence of an arrangement consists of an order from the Company’s distributors, resellers or customers. · Delivery has occurred . Delivery is deemed to have occurred when title and risk of loss has transferred, either upon shipment of products to customers or upon delivery. · The fee is fixed or determinable. The Company assesses whether the fee is fixed or determinable based on the terms associated with the transaction. · Collection is reasonably assured. The Company assesses collectability based on credit analysis and payment history. Revenue for ads sold is recognized upon delivery of the advertising or is amortized over the time period the advertisement runs using the straight-line method if the advertising contract spans multiple periods. Advertising and Promotion Advertising and promotion expenses include digital and print advertising, trade show events, endorsements and sponsorships, and promotional giveaways. Advertising costs are expensed as incurred unless they cover a specific period of time, in which case they are amortized over the service period. Advertising costs of $328 and $81,568 were incurred for the years ended December 31, 2016 and 2015, respectively. Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest or penalties related to unrecognized tax benefits for the years ended December 31, 2016 and 2015. Fair Value of Financial Instruments The fair values of the Company’s assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their carrying amounts presented in the accompanying financial statements at December 31, 2016 and 2015. Loss Contingencies The Company recognizes contingent losses that are both probable and estimable. In this context, the Company defines probability as circumstances under which events are likely to occur. In regards to legal costs, we record such costs as incurred. Earnings per Share Policy The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share incorporates the dilutive effect of common stock equivalents on an average basis during the period. The calculation of diluted net loss per share excludes all warrants as of December 31, 2016 and 2015, since their effect is anti-dilutive. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption

LIQUIDITY_GOING CONCERN

LIQUIDITY/GOING CONCERN	12 Months Ended
	Dec. 31, 2016
LIQUIDITY/GOING CONCERN
LIQUIDITY/GOING CONCERN	NOTE 3 – LIQUIDITY/GOING CONCERN The Company has accumulated losses of $20,683,410 and have had sustained 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 year ended December 31, 2016, the Company raised gross proceeds of $100,000 from non-related parties and $656,600 from related parties in capital through the issuance of notes payable. Management plans to (i) raise additional capital as soon as possible, to fund continued operations of the Company and (ii) eventually to generate profits from operations. 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.

INVESTMENT IN JOINT VENTURE

INVESTMENT IN JOINT VENTURE	12 Months Ended
	Dec. 31, 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 had been developing an online dating service around the URL, www.jointlovers.com. Per the Joint Venture Agreement, 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. · 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 $165,000 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. During the year ended December 31, 2016, Tumbleweed contributed a total of $85,000 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, 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 13 – Stock Warrants for details). As of the date of these financial statements, TW has not yet issued the warrants due to the Company. Therefore, the Company has not yet recorded their value on its balance sheet. 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 $475,751 related to the value of warrants the Company issued 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 year ended December 31, 2016, the joint venture company experienced a net loss attributable to the Company’s 60% ownership of $10,695 which is included on the company’s statements of operations. As of December 31, 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. Additionally, Tumbleweed owes the joint venture company $18,904, representing its 40% share of costs in excess of the first $100,000. The Company is currently in litigation with TW, seeking to compel TW to comply with its funding obligations under the Joint Venture Agreement. On September 22, 2016, Tumbleweed Holdings Inc., instituted a counterclaim in Arizona in response to the above legal action. The complaint alleged that (i) The Company breached the joint venture agreement by failing to leverage relationships and failing to provide budgeting and accounting records, (ii) the Company breached implied covenant of good faith and fair dealing by enticing TW into making significant contributions and then failing to perform under the agreement, (iii) the Company was unjustly enriched by having use of funds contributed by TW, (iv) the Company converted funds contributed by TW into its own assets, and (v) the Company has not provided accounting for all funds received by TW. TW seeks damages in the amount to be determined at trial. The Company believes these claims are without merit and intends to vigorously defend itself against them. Summary balance sheet information on the joint venture for at December 31, 2016 and 2015 is as follows: December 31, December 31, 2016 2015 (Unaudited) (Unaudited) ASSETS Current Assets Accounts Receivable – Related Party $ 33,704 $ - Total Current Assets 33,704 - Web Development Costs 128,936 - Total Assets $ 162,640 $ - LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Accounts payable – related party $ 34,204 $ - Total Current Liabilities 33,704 - Stockholders’ Equity Common stock 1 - Additional paid-in capital 146,560 - Accumulated deficit (18,125) - Total Stockholders’ Equity 128,436 - Total Liabilities and Stockholders’ Equity $ 162,640 $ - Summary revenue information on the joint venture for the years ended December 31, 2016 and 2015 is as follows: For the Years Ended December 31, 2016 December 31, 2015 (Unaudited) (Unaudited) Revenues $ - $ - Operating Expenses: General administrative 14,525 - Rent - related party 3,600 - Total operating expenses 18,125 - Loss from operations (18,125) - Net Loss $ (18,125) $ - Company Share of Net Loss $ (10,695) $ -

ADVANCES - RELATED PARTY

ADVANCES - RELATED PARTY	12 Months Ended
	Dec. 31, 2016
ADVANCES - RELATED PARTY:
ADVANCES - RELATED PARTY	NOTE 5 – ADVANCES – 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 year ended December 31, 2016, the Joint Venture Company incurred costs totaling $128,936 related to the development of jointlovers.com as well as $18,125 in general and administrative costs. Per the Joint Venture Agreement, the Company is responsible for 60% of all costs after the initial $100,000, representing a total share of $28,056 in the joint venture’s costs. During this same period, the company paid costs totaling $62,260 on behalf of the Joint Venture Company satisfying the Company’s share of $28,056 while the excess $34,204 is due to the Company. Due to the uncertainty of collectability, the Company has recorded an allowance for bad debt equaling the amount due.

SECURITIES

SECURITIES	12 Months Ended
	Dec. 31, 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. At December 31, 2016, Tumbleweed had not yet issued these warrants to the Company. The Company will record the value of these warrants on its balance sheet once they are received.

WEB DEVELOPMENT COSTS AND DOMAI

WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS	12 Months Ended
	Dec. 31, 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 years ended December 31, 2016 and 2015, the Company did not capitalize any costs incurred towards the development of various websites, including a website 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. The Company recorded website development expenses of $25,184 and $79,205 which is included in general and administrative expenses during the years ended December 31, 2016 and 2015, respectively. The Company amortizes web development costs over their related useful lives (approximately 1 to 5 years), using a straight-line basis. Fair value is determined through various valuation techniques, including market and income approaches as considered necessary. The Company recorded amortization of $72,366 and 62,583 during the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016 As of December 31, 2015 Amortization Period Web development costs 311,912 327,912 5 years Less: recapture of costs - (16,000) Less: accumulated depreciation (134,949) (62,583) $ 176,963 $ 249,329

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2016
PROPERTY AND EQUIPMENT:
PROPERTY AND EQUIPMENT	NOTE 8 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31, 2016 and 2015: As of December 31, 2016 As of December 31, 2015 Estimated Useful Life Furniture and equipment 12,438 12,438 3 years Total 10,996 10,996 Less: accumulated depreciation (9,763) (5,617) $ 2,675 $ 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 $4,146 and $4,145 during the years ended December 31, 2016 and 2015, respectively.

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY	12 Months Ended
	Dec. 31, 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 December 31, 2016, the Company had a balance in related party accounts payable and accrued expenses of $704,997 which consisted of the following: Party Name: Relationship: Amount Howard Baer Spouse of significant shareholder Consulting fees $ 270,500 Howard Baer Spouse of significant shareholder Accrued Interest 56,555 John Venners Director/EVP, President and CEO of Kuboo, Inc. Consulting fees 233,466 John Venners Director/EVP, President and CEO of Kuboo, Inc. Advances 3,000 Kuboo, Inc. Former parent company, significant shareholder Rent 141,476 $ 704,997

NOTES PAYABLE RELATED PARTY

NOTES PAYABLE RELATED PARTY	12 Months Ended
	Dec. 31, 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. On April 13, 2016, the Company agreed to amend the promissory note so as to make $564,000 in principal amount due under said Note interest bearing at the rate of 10% per annum. At December 31, 2016, the Company had accrued interest under this note of $56,555. During the year ended December 31, 2016, Park advanced an aggregate of $594,050 to the Company for short-term capital needs. During this period the Company repaid $63,690 of its secured debt to Park. Park assigned $65,000 of debt owed to her by the Company to another investor who received a replacement note from the Company to evidence the debt. At December 31, 2016, the Company had a note payable to Park for these advances of $1,414,667 which is secured by the assets of the Company. Because this debt is payable on demand, 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 who is a significant shareholder. The investor received a one-year note from the Company to evidence the debt. Interest on the note is payable quarterly in an amount equal to a percentage of the Company’s joint venture company’s net revenues, up to fifty percent of the original face value. This interest will be payable only in the event that the joint venture company generates net revenues. See Note 4 – Investment in Joint Venture. The following table summarizes the Company’s balance for these advances for the year ended December 31, 2016: Amount due - December 31, 2015 $ 949,307 Advances received from Park 594,050 Debt assigned to investor (65,000) Repayments made to Park (63,690) Balance due – December 31, 2016 $ 1,414,667 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 15 - 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. Between December 1, 2016 and December 30, 2016, the company received proceeds of $62,550 from a related party and significant shareholder for which a note was issued bearing 8% interest annually. The notes, as extended, mature on August 1, 2017 and are unsecured. At December 31, 2016, the company had accrued interest of $125 related to the notes.

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 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 December 31, 2016, these notes have not yet been repaid and principal and interest totaling $38,032 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 and has a security interest over the domain www.jointlovers.com. 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 December 31, 2016, these notes have not yet been repaid and principal and interest totaling $48,325 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 the note is payable quarterly in an amount equal to a percentage of the Company’s joint venture company’s net revenues, up to fifty percent of the original face value This interest will be payable only 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 December 31, 2016, the proceeds from the third note investment of $50,000 had not been received. Dilutive shares associated with convertible notes outstanding at December 31, 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 –December 31, 2016 $ 100,000 500,000 The following table summarizes the Company’s notes and convertible notes payable for the year ended December 31, 2016: Notes Convertible Notes Balance – December 31, 2015 $ 79,900 $ - Note proceeds received - 100,000 Repayments on notes - - Balance –December 31, 2016 $ 79,900 $ 100,000

EQUITY

EQUITY	12 Months Ended
	Dec. 31, 2016
EQUITY
EQUITY	NOTE 12 - EQUITY Between January 5 and October 26, 2015, the Company sold 2,781,285 shares of its common stock for $484,500 in gross cash proceeds. The Company incurred a finder’s fees of $34,950, which the company has satisfied as follows: $18,500 in cash, $16,450 through the issuance of 69,100 shares of common stock. On February 12, 2015, the Company issued 3,000 shares of its common stock valued at $750 as an advertising incentive, the value of which has been recorded against revenue in the Company’s statements of operations. Between July 1 and August 10, 2015, the Company issued an aggregate 1,549,000 shares of its common stock valued at $64,934 in conjunction with debt agreements. Between August 20 and November 30, 2015, the Company issued an aggregate 1,440,000 shares of its common stock valued at $502,800 for services pursuant to multiple contracts. On January 1 and April 1, 2015, the Company issued 250,000 shares of common stock valued at $252,500 and $230,000, respectively, to its then Chief Executive Officer, John Bluher, pursuant to his employment letter. On July 15, 2015, the Company issued 1,000,000 shares of its common stock valued at $800,000 to its then Chief Executive Officer, William Lupo, pursuant to his employment letter. Upon Mr. Lupo’s resignation on September 15, 2015, a separation agreement was signed in which he agreed to return 500,000 of these shares to the Company. The Company subsequently received the shares on November 19, 2015. On July 1, 2015, the Company issued 100,000 shares of its common stock valued at $131,000 as consideration for an exclusive option to acquire the web portal LaMarihuana.com, subject to satisfaction of conditions. On September 16, 2015, in conjunction with John Bluher’s resignation as President, the Company issued 1,600,000 shares of its common stock, valued at $208,000, as payment in full of all amounts due Mr. Bluher under his employment letter. On October 9, 2015, the Company issued 200,000 shares of common stock valued at $20,000 as settlement of a contract dispute. During the year ended December 31, 2015, without admitting any responsibility, the Company agreed in principle to issue 400,000 shares of common stock valued at $62,000 as settlement of legal proceedings, the value of which is included in Subscription payable on the Company’s Balance Sheet at December 31, 2015, pending execution of a definitive agreement. The Settlement Agreement was executed in November, 2016 and the 400,000 shares were issued. On March 30, 2016, the Company issued 75,000 shares of common stock as settlement of a contract obligation to a vendor valued at $7,500.

STOCK WARRANTS

STOCK WARRANTS	12 Months Ended
	Dec. 31, 2016
STOCK WARRANTS
STOCK WARRANTS	NOTE 13 – STOCK WARRANTS On May 15, 2015, the Company entered into an agreement to grant to a lender a two year warrant to purchase 2,000,000 shares of the Company’s stock at $0.05 per share in conjunction with a sixty-day loan taken out by the Company’s then majority shareholder, Kae Yong Park, and her spouse, Howard Baer; a significant portion of these loan proceeds were advanced by Park/Baer to the Company to fund operations. The note to Park and Baer commenced on May 15th with an initial term of sixty days with an automatic thirty-day extension, if not paid in full by the maturity date. The Company had agreed that, if the note were automatically extended, it would grant an additional warrant to purchase 1,000,000 shares of the Company’s stock (on the same terms as the original warrant) as consideration for the extension. On July 15, 2015, the Company issued an additional 1,000,000 warrants in consideration for the thirty-day extension. On August 5, 2015, October 3, 2015 and December 5, 2015 the Company issued three additional warrants, respectively, to purchase 2,000,000 shares of common stock, in each case as consideration for additional sixty (60) day extensions on the debt agreement. These warrants have been expensed as interest. The Company 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: On July 1, 2015, the Company issued three year warrants to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.25 per share in conjunction with debt agreements (see Note 11 – Notes Payable). Between September 29, 2015 and October 27, 2015, the Company issued two year warrants to purchase an aggregate 1,130,285 shares of the Company’s common stock, at an exercise price of $0.25 per share, in conjunction with equity sales. On October 21, 2015, the Company issued two year warrants to John Hollister, Interim CEO, to purchase 500,000 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 $32,250 using the Black-Scholes pricing model and were fully vested upon issuance. On December 31, 2015, 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 $19,906 using the Black-Scholes pricing model and were fully vested upon issuance. 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. On September 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 $39,638 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% - 177% Expected term: 2 - 3 years Risk free interest rate 0.55% – 1.06% A summary of the Company’s warrant activity for the year ended December 31, 2016 is as follows: Number of Warrants Weighted Average Exercise Price Outstanding – December 31, 2015 11,105,285 $ 0.08 Granted 6,650,318 0.08 Exercised/settled - - Balance as December 31, 2016 17,755,603 $ 0.08 The Company’s outstanding warrants at December 31, 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 17,755,603 1.2 $ 0.08 17,755,603 $ 0.08 1,208,468 The weighted average fair value per warrant issued during the year ended December 31, 2016 was $0.09.

NET LOSS PER SHARE

NET LOSS PER SHARE	12 Months Ended
	Dec. 31, 2016
NET LOSS PER SHARE
NET LOSS PER SHARE	NOTE 14 – 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 years ended December 31, 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 December 31, 2016 and 2015, respectively: As of December 31, 2016 As of December 31, 2015 Warrants (exercise price $0.05 - $0.25/share) 17,755,603 11,105,285 Convertible debt (exercise price $0.20/share) 500,000 - 18,255,603 11,105,285

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 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 17 - 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 have settled the matter. Under the settlement agreement, 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 are being issued after 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. The Company will value these if and when the shares become issuable. 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, and (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. On September 22, 2016, Tumbleweed Holdings Inc., instituted a counterclaim in Arizona in response to the above legal action. The complaint alleged that (i) The Company breached the joint venture agreement by failing to leverage relationships and failing to provide budgeting and accounting records, (ii) the Company breached implied covenant of good faith and fair dealing by enticing TW into making significant contributions and then failing to perform under the agreement, (iii) the Company was unjustly enriched by having use of funds contributed by TW, (iv) the Company converted funds contributed by TW into its own assets, and (v) the Company has not provided accounting for all funds received by TW. TW seeks damages in the amount to be determined at trial. The Company believes these claims are without merit and intends to vigorously defend itself against them.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2016
INCOME TAXES
INCOME TAXES	NOTE 16 – INCOME TAXES Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due. Deferred taxes relate to differences between the basis of assets and liabilities for financial and income tax reporting which will be either taxable or deductible when the assets or liabilities are recovered or settled. At December 31, 2016 and 2015, the Company had net operating loss (“NOL”) carry-forwards for federal and state income purposes approximating $5,434,137 and $4,333,812, respectively. These losses are available for future years and expire through 2034. Pursuant to Internal Revenue Code Section 382, utilization of these losses may be severely or completely limited due to more than 50% ownership changes in 2014, 2011 and 2010. The deferred tax asset at December 31, 2016 and 2015 is summarized as follows: Income Tax Footnote 12/31/2016 12/31/2015 Cumulative NOL $ (5633,041) $ (4,333,812) Deferred Tax assets: (34% Federal, 7% Avg. Corp. Rate) Net operating loss carry forwards (8,473,442) (7,668,510) Stock/options issued for services 5,312,555 5,270,524 Stock/options issued for release 415,621 415,621 Depreciation and amortization 93,322 61,977 Impairment expense 144,913 144,913 Unrealized losses on investment 199,287 - Valuation allowance 2,307,744 1,775,475 $ - $ - The Company has taken a 100% valuation allowance against the deferred asset attributable to the NOL carry-forwards of approximately $2,307,744 and $1,775,000 at December 31, 2016 and 2015, respectively, due to the uncertainty of realizing the future tax benefits. The increase in valuation allowance of approximately $532,000 is primarily attributable to the Company’s net operating loss during the year ended December 31, 2016. The components of the income tax provision for the years ended December 31, 2016 and 2015 are as follows: 2016 2015 Book income (loss) from operations $ (804,932) $ (3,268,362) Stock/options issued for services 42,031 2,355,856 Stock/options issued for release - 33,594 Depreciation and amortization 31,345 56,765 Unrealized losses on investment 199,287 - Change in valuation allowance 532,269 822,147 $ - $ -

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2016
RELATED PARTY TRANSACTIONS:
RELATED PARTY TRANSACTIONS	NOTE 17 – 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 year ended December 31, 2016 the company incurred expenses payable to Kuboo, Inc. of $138,000 for rent and allocated rent expenses of $3,600 to the Joint Venture Company. During the year ended December 31, 2016, Kae Yong Park, a significant shareholder, and her spouse, Howard Baer, advanced an aggregate of $594,050 to the Company for short-term capital needs. During this period, the Company also repaid $63,690 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 replacement note for $65,000. At December 31, 2016, the Company had a note payable to Park for these advances of $1,414,667 which is secured by the assets of the Company. During the year ended December 31, 2016, the Company incurred expenses of $180,000 related to its consulting contract with Howard Baer, the spouse of Kae Yong Park, a significant shareholder. During the year ended December 31, 2016, the Company received funds related to its joint venture of $85,000 and spent cash on behalf of its joint venture totaling $147,261. During this period, the Company’s 60% share of the joint venture’s expenses were $127,356. The remaining $34,204 is due from the Joint Venture Company, and is included in advances – 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 December 31, 2016, the Company has accrued interest owed under this agreement of $56,555.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2016
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 18 – SUBSEQUENT EVENTS We have evaluated all events that occurred after the balance sheet date through the date when our financial statements were issued to determine if they must be reported. Management has determined that other than as disclosed below, there were no additional reportable subsequent events to be disclosed. Capital Activity Since December 31, 2016, Kae Yong Park, a significant shareholder, and her spouse, Howard R. Baer, have made additional advances to the Company of $36,400, have received repayments of $7,550, and have credited $35,938 against the amount due them, in exchange for the use of Company personnel, leaving a balance due of $1,407,579 at April 17, 2017. These advances are secured by certain Company assets, including all of its internet domain names, websites and related assets, non-interest bearing and payable on demand. Equity Transactions On January 10, 2017, the Company issued 400,000 previously accrued shares of the Company’s commons stock as settlement of its lawsuit with Lee Ori (see Note 15 – Commitments and Contingencies). On April 10, 2017, we sold 1,000,000 shares of common stock in a private transaction at a per share price of $.025, for gross proceeds of $25,000, to an “accredited investor” within the meaning of Rule 502 of Regulation D under the Securities Act of 1933, as amended.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES (POLICIES)	12 Months Ended
	Dec. 31, 2016
SIGNIFICANT ACCOUNTING POLICIES (POLICIES)
Basis of Presentation	Basis of Presentation The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts and valuations of intangible assets, among others. Actual results could differ from those estimates.
Risk and Uncertainties	Risk and Uncertainties The Company operates in an industry that is subject to rapid change and intense competition. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of December 31, 2016 and 2015, the Company had no cash equivalents and all cash amounts consisted of cash on deposit.
Stock-Based Compensation	Stock-Based Compensation Share-based compensation awards, including stock options and restricted stock awards, are recorded at estimated fair value on the awards’ grant date, based on estimated number of awards that are expected to vest. The grant date fair value is amortized on a straight-line basis over the time in which the awards are expected to vest, or immediately if no vesting is required. Share-based compensation awards issued to non-employees for services are recorded at either the fair value of the services rendered or the fair value of the share-based payments whichever is more readily determinable. The fair value of restricted stock awards is based on the fair value of the stock underlying the awards on the grant date as there is no exercise price. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The determination of the fair value of each stock award using this option-pricing model is affected by our assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and the expected term of the awards based on an analysis of the actual and projected employee stock option exercise behaviors and the contractual term of the awards. We recognize stock-based compensation expense over the requisite service period, which is generally consistent with the vesting of the awards, based on the estimated fair value of all stock-based payments issued to employees and directors that are expected to vest.
Prepaid Expenses and Other Current Assets	Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include service contracts paid in advance.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represents obligations from customers that are subject to normal collection terms and are recorded at the invoiced amount, net of any allowance for doubtful accounts, and do not typically bear interest. The Company assesses the collectability of the accounts by taking into consideration the aging of accounts receivable, changes in customer credit worthiness, general market and economic conditions, and historical experience. Bad debt expenses are recorded as part of selling, general and administrative expenses in the statements of operations. The Company writes off the receivable balance against the allowance when management determines a balance is uncollectible. At December 31, 2016, the Company has recorded a full allowance of $34,204 against its receivable balance due to the uncertainty of its collectability.
Property and Equipment/Web Development Costs	Property and Equipment/Web Development Costs Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed on a straight-line basis over the estimated useful lives of the respective assets or, in the case of leasehold improvements, the remaining lease term, if shorter. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are removed and the resulting gains or losses are recorded as part of other income or expense in the statements of operations. Repairs and maintenance costs are expensed as incurred. The estimated useful lives of the property and equipment are as follows: Property and Equipment Estimated Useful Life Furniture, fixtures and equipment 3 years Web development costs 5 years
Investment in joint Venture	Investment in joint Venture 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 $475,751 related to the value of warrants the Company issued 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. On disposal of investments in joint ventures and associated companies, the difference between disposal proceeds and the carrying amounts of the investments are recognized in profit or loss.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted future cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value.
Revenue Recognition	Revenue Recognition Revenue is recognized when all of the following criteria are met: · Persuasive evidence of an arrangement exists. Evidence of an arrangement consists of an order from the Company’s distributors, resellers or customers. · Delivery has occurred . Delivery is deemed to have occurred when title and risk of loss has transferred, either upon shipment of products to customers or upon delivery. · The fee is fixed or determinable. The Company assesses whether the fee is fixed or determinable based on the terms associated with the transaction. · Collection is reasonably assured. The Company assesses collectability based on credit analysis and payment history. Revenue for ads sold is recognized upon delivery of the advertising or is amortized over the time period the advertisement runs using the straight-line method if the advertising contract spans multiple periods.
Advertising and Promotion	Advertising and Promotion Advertising and promotion expenses include digital and print advertising, trade show events, endorsements and sponsorships, and promotional giveaways. Advertising costs are expensed as incurred unless they cover a specific period of time, in which case they are amortized over the service period. Advertising costs of $328 and $81,568 were incurred for the years ended December 31, 2016 and 2015, respectively.
Income Taxes	Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest or penalties related to unrecognized tax benefits for the years ended December 31, 2016 and 2015.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair values of the Company’s assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their carrying amounts presented in the accompanying financial statements at December 31, 2016 and 2015.
Loss Contingencies	Loss Contingencies The Company recognizes contingent losses that are both probable and estimable. In this context, the Company defines probability as circumstances under which events are likely to occur. In regards to legal costs, we record such costs as incurred.
Earnings per Share Policy	Earnings per Share Policy The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share incorporates the dilutive effect of common stock equivalents on an average basis during the period. The calculation of diluted net loss per share excludes all warrants as of December 31, 2016 and 2015, since their effect is anti-dilutive.
Recent Accounting Pronouncements	Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption

Property and equipment consiste

Property and equipment consisted of the following (Tables)	12 Months Ended
	Dec. 31, 2016
Property and equipment consisted of the following
Property and equipment consisted of the following	The estimated useful lives of the property and equipment are as follows: Property and Equipment Estimated Useful Life Furniture, fixtures and equipment 3 years Web development costs 5 years

INVESTMENT IN JOINT VENTURE (Ta

INVESTMENT IN JOINT VENTURE (Tables)	12 Months Ended
	Dec. 31, 2016
INVESTMENT IN JOINT VENTURE {2}
Summary balance sheet information on the joint venture	Summary balance sheet information on the joint venture for at December 31, 2016 and 2015 is as follows: December 31, December 31, 2016 2015 (Unaudited) (Unaudited) ASSETS Current Assets Accounts Receivable – Related Party $ 33,704 $ - Total Current Assets 33,704 - Web Development Costs 128,936 - Total Assets $ 162,640 $ - LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Accounts payable – related party $ 34,204 $ - Total Current Liabilities 33,704 - Stockholders’ Equity Common stock 1 - Additional paid-in capital 146,560 - Accumulated deficit (18,125) - Total Stockholders’ Equity 128,436 - Total Liabilities and Stockholders’ Equity $ 162,640 $ -
Summary revenue information on the joint venture	Summary revenue information on the joint venture for the years ended December 31, 2016 and 2015 is as follows: For the Years Ended December 31, 2016 December 31, 2015 (Unaudited) (Unaudited) Revenues $ - $ - Operating Expenses: General administrative 14,525 - Rent - related party 3,600 - Total operating expenses 18,125 - Loss from operations (18,125) - Net Loss $ (18,125) $ - Company Share of Net Loss $ (10,695) $ -

WEB DEVELOPMENT COSTS AND DOM28

WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS (Tables)	12 Months Ended
	Dec. 31, 2016
WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS (TABLE):
WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS (TABLE)	The Company recorded amortization of $72,366 and 62,583 during the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016 As of December 31, 2015 Amortization Period Web development costs 311,912 327,912 5 years Less: recapture of costs - (16,000) Less: accumulated depreciation (134,949) (62,583) $ 176,963 $ 249,329

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2016
PROPERTY AND EQUIPMENT {1}
PROPERTY AND EQUIPMENT	Property and equipment consisted of the following at December 31, 2016 and 2015: As of December 31, 2016 As of December 31, 2015 Estimated Useful Life Furniture and equipment 12,438 12,438 3 years Total 10,996 10,996 Less: accumulated depreciation (9,763) (5,617) $ 2,675 $ 6,821

ACCOUNTS PAYABLE AND ACCRUED 30

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Tables)	12 Months Ended
	Dec. 31, 2016
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Tables):
ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Tables)	At December 31, 2016, the Company had a balance in related party accounts payable and accrued expenses of $704,997 which consisted of the following: Party Name: Relationship: Amount Howard Baer Spouse of significant shareholder Consulting fees $ 270,500 Howard Baer Spouse of significant shareholder Accrued Interest 56,555 John Venners Director/EVP, President and CEO of Kuboo, Inc. Consulting fees 233,466 John Venners Director/EVP, President and CEO of Kuboo, Inc. Advances 3,000 Kuboo, Inc. Former parent company, significant shareholder Rent 141,476 $ 704,997

NOTES PAYABLE RELATED PARTY (Ta

NOTES PAYABLE RELATED PARTY (Tables)	12 Months Ended
	Dec. 31, 2016
NOTES PAYABLE RELATED PARTY (Tables)
NOTES PAYABLE RELATED PARTY	The following table summarizes the Company’s balance for these advances for the year ended December 31, 2016: Amount due - December 31, 2015 $ 949,307 Advances received from Park 594,050 Debt assigned to investor (65,000) Repayments made to Park (63,690) Balance due – December 31, 2016 $ 1,414,667

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2016
Debt:
Dilutive shares associated with convertible notes outstanding	Dilutive shares associated with convertible notes outstanding at December 31, 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 –December 31, 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 year ended December 31, 2016: Notes Convertible Notes Balance – December 31, 2015 $ 79,900 $ - Note proceeds received - 100,000 Repayments on notes - - Balance –December 31, 2016 $ 79,900 $ 100,000

STOCK WARRANTS (Tables)

STOCK WARRANTS (Tables)	12 Months Ended
	Dec. 31, 2016
Company's outstanding stock warrants
Schedule of Assumptions Used	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% - 177% Expected term: 2 - 3 years Risk free interest rate 0.55% – 1.06%
Company's warrant activity	A summary of the Company’s warrant activity for the year ended December 31, 2016 is as follows: Number of Warrants Weighted Average Exercise Price Outstanding – December 31, 2015 11,105,285 $ 0.08 Granted 6,650,318 0.08 Exercised/settled - - Balance as December 31, 2016 17,755,603 $ 0.08
Company's outstanding stock warrants	The Company’s outstanding warrants at December 31, 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 17,755,603 1.2 $ 0.08 17,755,603 $ 0.08 1,208,468

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	12 Months Ended
	Dec. 31, 2016
NET LOSS PER SHARE {2}
NET LOSS PER SHARE	The Company has the following common stock equivalents at December 31, 2016 and 2015, respectively: As of December 31, 2016 As of December 31, 2015 Warrants (exercise price $0.05 - $0.25/share) 17,755,603 11,105,285 Convertible debt (exercise price $0.20/share) 500,000 - 18,255,603 11,105,285

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2016
INCOME TAXES {2}
Schedule of Deferred Tax Assets and Liabilities	The deferred tax asset at December 31, 2016 and 2015 is summarized as follows: Income Tax Footnote 12/31/2016 12/31/2015 Cumulative NOL $ (5633,041) $ (4,333,812) Deferred Tax assets: (34% Federal, 7% Avg. Corp. Rate) Net operating loss carry forwards (8,473,442) (7,668,510) Stock/options issued for services 5,312,555 5,270,524 Stock/options issued for release 415,621 415,621 Depreciation and amortization 93,322 61,977 Impairment expense 144,913 144,913 Unrealized losses on investment 199,287 - Valuation allowance 2,307,744 1,775,475 $ - $ -
Schedule of Components of Income Tax Expense (Benefit)	The components of the income tax provision for the years ended December 31, 2016 and 2015 are as follows: 2016 2015 Book income (loss) from operations $ (804,932) $ (3,268,362) Stock/options issued for services 42,031 2,355,856 Stock/options issued for release - 33,594 Depreciation and amortization 31,345 56,765 Unrealized losses on investment 199,287 - Change in valuation allowance 532,269 822,147 $ - $ -

ORGANIZATION AND BASIS OF PRE36

ORGANIZATION AND BASIS OF PRESENTATION(Details)	Jun. 25, 2014USD ($)shares
ORGANIZATION AND BASIS OF PRESENTATION Details
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%

SUMMARY OF SIGNIFICANT ACCOUN37

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Details)	12 Months Ended
	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Accounts Receivable and Allowance for Doubtful Accounts {1}
Company has recorded a full allowance of against its receivable balance	$ 34,204
Property and Equipment Estimated useful lives
Furniture, fixtures and equipment Estimated useful life in years	3
Web development costs Estimated useful life in years	5
Investment in joint Venture
Company expensed related to the value of warrants	$ 475,751
Advertising and Promotion details
Advertising costs were incurred for the year ended	328	$ 81,568
Income Taxes penalties
Interest or penalties related to unrecognized tax benefits for the years	$ 0	$ 0

LIQUIDITY_GOING CONCERN (Detail

LIQUIDITY/GOING CONCERN (Details)	12 Months Ended
	Dec. 31, 2016USD ($)
Going concern details
Company has accumulated losses	$ 20,683,410
Company raised gross proceeds from non-related parties	100,000
Company raised gross proceeds from related parties in capital through the issuance of notes payable	$ 656,600

INVESTMENT IN JOINT VENTURE (De

INVESTMENT IN JOINT VENTURE (Details) - USD ($)	Dec. 31, 2016	Feb. 29, 2016
INVESTMENT IN JOINT VENTURE Details
Per the Joint Venture Agreement, the Company own equity of the joint venture company		60.00%
Per the Joint Venture Agreement, the TW own equity of the joint venture company		40.00%
Company contributed the URL to the joint venture entity, in exchange of joint venture company.		60.00%
TW contributed and agreed to contribute		$ 30,000
TW contributed an additional towards the development of the online web portal		$ 70,000
TW contributed an additional towards the development of the online web portal in exchange for joint venture company		40.00%
TW agreed to purchase an aggregate of principal amount of convertible notes		$ 150,000
Convertible into shares of the Company's common stock at a conversion price per share		$ 0.20
Received an amount equal to the face value of the notes		50.00%
Both parties agreed to issue warrant to purchase of their outstanding common stock		4.90%
TW agreed to issue a warrant to the Company to purchase shares of its common stock		9,770,878
TW agreed to issue a warrant to the Company to purchase shares of its common stock at an exercise price per share		$ 0.20
Company agreed to issue a warrant to TW to purchase shares of the Company's common stock		$ 5,525,318
Company agreed to issue a warrant to TW to purchase shares of the Company's common stock at an exercise price per share		$ 0.80
Company agreed to issue a warrant to TW to purchase shares of the Company's common stock valued at		$ 475,751
Company expensed related to the value of warrants		$ 475,751
Owed the joint venture company the remaining in development funding	$ 15,000
Company for the final note purchase, both of which were due	50,000
Tumbleweed owes the joint venture company	18,904
Tumbleweed owes the joint venture company representing its 40% share of costs in excess of the first	$ 100,000

INVESTMENT IN JOINT VENTURE NAR

INVESTMENT IN JOINT VENTURE NARRATIVE (Details)	12 Months Ended
	Dec. 31, 2016USD ($)
INVESTMENT IN JOINT VENTURE NARRATIVE Details
Tumbleweed contributed a total of joint venture company	$ 85,000
Joint venture company experienced a net loss attributable to the Company's ownership	60.00%
Company,s ownership is included on the company's statements of operations	$ 10,695

Summary balance sheet informati

Summary balance sheet information on the joint venture (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Current Assets
Accounts Receivable - Related Party	$ 33,704	$ 0
Total Current Assets	33,704	0
Web Development Costs	128,936	0
Total Assets	162,640	0
Current Liabilities
Accounts payable - related party	34,204	0
Total Current Liabilities	33,704	0
Stockholders' Equity
Common stock	1	0
Additional paid-in capital	146,560	0
Accumulated deficit	(18,125)	0
Total Stockholders' Equity	128,436	0
Total Liabilities and Stockholders' Equity	$ 162,640	$ 0

Summary revenue information on

Summary revenue information on the joint venture (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Summary revenue information on the joint venture Details
Revenues	$ 0	$ 0
Operating Expenses
General administrative	14,525	0
Rent - related party	3,600	0
Total operating expenses	18,125	0
Loss from operations	(18,125)	0
Net Loss	(18,125)	0
Company Share of Net Loss	$ (10,695)	$ 0

ADVANCES - RELATED PARTY (Detai

ADVANCES - RELATED PARTY (Details)	12 Months Ended
	Dec. 31, 2016USD ($)
ADVANCES - RELATED PARTY Details
Tumbleweed Holdings agreed to fund one hundred percent of the first	$ 100,000
Joint Venture Company incurred costs totaling related to the development	128,936
Joint Venture Company incurred costs totaling related to the general and administrative costs	18,125
Company is responsible for 60% of all costs after the initial	100,000
Company is responsible for 60% of all costs after the initial representing a total share	28,056
Company paid costs totaling on behalf of the Joint Venture Company	62,260
Company paid costs totaling on behalf of the Joint Venture Company satisfying the Company's share	28,056
Company paid costs totaling on behalf of the Joint Venture Company while the excess is due to the Company	$ 34,204

SECURITIES (Details)

SECURITIES (Details)	Dec. 31, 2016USD ($)$ / shares
SECURITIES Details
Tumbleweed Holdings agreed to issue the Company a warrant to purchase up to | $	$ 9,770,878
Tumbleweed Holdings agreed to issue the Company a warrant to purchase at an exercise price | $ / shares	$ 0.20

WEB DEVELOPMENT COSTS (Details)

WEB DEVELOPMENT COSTS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
WEB DEVELOPMENT COSTS Details
The Company recorded website development expenses	$ 25,184	$ 79,205
Company recorded amortization expense related to websites	$ 72,366	$ 62,583

Web development Costs -Narrativ

Web development Costs -Narrative (Details)	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Web development Costs -Narrative Details
Web development costs	$ 311,912	$ 327,912
Less: recapture of costs		(16,000)
Less: accumulated depreciation	(134,949)	(62,583)
Total web development costs	$ 176,963	$ 249,329
Estimated usefull life in years	5

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details)	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Property and equipment Details
Furniture and equipment	$ 12,438	$ 12,438
Total	10,996	10,996
Less: accumulated depreciation	(9,763)	(5,617)
Net total of Furniture and euqipment	$ 2,675	$ 6,821
Estimated useful life in years	3

PROPERTY AND EQUIPMENT - Deprec

PROPERTY AND EQUIPMENT - Depreciation expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
PROPERTY AND EQUIPMENT - Depreciation expense Details
Company recorded depreciation expense	$ 4,146	$ 4,145

ACCOUNTS PAYABLE AND ACCRUED 49

ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY (Details)	Dec. 31, 2016USD ($)
Company had a balance in related party accounts payable consisted of the following:
Howard Baer Consulting fees	$ 270,500
Howard Baer Accrued Interest	56,555
John Venners Consulting fees	233,466
John Venners Advances	3,000
Kuboo, Inc Rent	141,476
Total of related parties	$ 704,997

NOTES PAYABLE RELATED PARTY (De

NOTES PAYABLE RELATED PARTY (Details) - USD ($)	Dec. 31, 2016	May 11, 2016	Apr. 13, 2016	Jul. 25, 2014	Jun. 23, 2014
Notes payable related Party details
Promissory note so as to make in principal amount due			$ 564,000
Note interest bearing at the rate per annum			10.00%
Company had accrued interest under this note	$ 56,555
Park advanced an aggregate to the Company for short-term capital needs	594,050
Company repaid of its secured debt to Park	63,690
Park assigned of debt owed to her by the Company	65,000
Company had a note payable to Park for these advances	1,414,667
Kae Park, a significant shareholder, assigned of debt owed		$ 65,000
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
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
Company received proceeds from a related party	$ 62,550
Note was issued bearing interest annually	8.00%

Notes Payable -Narrative(Detail

Notes Payable -Narrative(Details)	Dec. 31, 2016USD ($)
Notes Payable -Narrative Details
Amount due - December 31, 2015	$ 949,307
Advances received from Park	594,050
Debt assigned to investor	(65,000)
Repayments made to Park	(63,690)
Balance due - December 31, 2016	$ 1,414,667

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	Dec. 31, 2016	Feb. 29, 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
Common stock at an exercise price			$ 0	$ 0.25
Common stock per share valued at			$ 0	$ 6,898
Principal and interest totaling			$ 48,325	$ 38,032
Convertible Notes
Company entered an agreement to issue three one year convertible notes		$ 50,000
Notes are convertible into shares of the Company's stock at a price per share		$ 0.20
Notes are convertible into shares of the Company's stock a total of shares		$ 250,000
Proceeds from the third note investment had not been received	$ 50,000

Dilutive shares associated with

Dilutive shares associated with convertible notes (Details)	Dec. 31, 2016USD ($)
Dilutive shares associated with convertible notes Details
Principal Note dated February 29, 2016, convertible at $0.20 per share	$ 50,000
Principal Note dated April 8, 2016, convertible at $0.20 per share	50,000
Principal Total Dilutive shares -December 31, 2016	100,000
Shares Note dated February 29, 2016, convertible at $0.20 per share	250,000
Shares Note dated April 8, 2016, convertible at $0.20 per share	250,000
Shares Total Dilutive shares -December 31, 2016	$ 500,000

Company's notes and convertible

Company's notes and convertible notes payable (Details)	12 Months Ended
	Dec. 31, 2016USD ($)
Company's notes and convertible notes payable Details
Notes - Balance - December 31, 2015	$ 79,900
Notes - Note proceeds received	0
Notes - Repayments on notes	0
Notes - Balance -December 31, 2016	79,900
Convertible Notes - Balance - December 31, 2015	0
Convertible Notes - Note proceeds received	100,000
Convertible Notes - Repayments on notes	0
Convertible Notes - Balance -December 31, 2016	$ 100,000

Capital Stock (Details)

Capital Stock (Details) - USD ($)	Nov. 30, 2015	Oct. 26, 2015	Oct. 09, 2015	Sep. 16, 2015	Sep. 15, 2015	Aug. 10, 2015	Jul. 15, 2015	Jul. 01, 2015	Apr. 01, 2015	Feb. 12, 2015
Capital stock details
Company sold shares of its common stock		2,781,285
Sold shares in cash proceeds		$ 484,500
The Company incurred a finder's fees		34,950
Company has satisfied its cash1		18,500
Company has satisfied its cash2		$ 16,450
Issuance of common stock shares		69,100
Company issued shares for advertising incentive										3,000
Stock valued at as advertising incentive										$ 750
Company issued shares in conjunction with debt agreements						1,549,000
Stock valued in conjuction with debt agreement						$ 64,934
Company issued an aggregate shares for services pursuant to multiple contracts	1,440,000
Stock valued for services pursuant to multiple contracts	$ 502,800
Company issued 000 shares to Chief Executive Officer, John Bluher									250,000
Stock valued for Chief Executive officer									$ 252,500
Stock valued for John Bluher									$ 230,000
Company issued 000 shares to Chief Executive Officer, William Lupo							1,000,000
Stock valued for William Lupo							$ 800,000
A separation agreement was signed in which he agreed to return					500,000
Issued shares for web portal LaMarihuana.com								100,000
Stock valued for web portal LaMarihuana.com								$ 131,000
in conjunction with John Bluher's resignation as President, the Company issued shares				1,600,000
As payment in full of all amounts due Mr. Bluher under his employment letter				$ 208,000
Issued shares for settlement of contract dispute			200,000
Shares valued for settlement of contract dispute			$ 20,000

Capital stock -Narriative(Detai

Capital stock -Narriative(Details)	12 Months Ended
	Dec. 31, 2015USD ($)shares
Capital stock -Narriative Details
Company agreed in principle to issue of shares | shares	400,000
Issued shares valued for legal settlements | $	$ 62,000

STOCK WARRANTS (Details)

STOCK WARRANTS (Details) - $ / shares	Aug. 05, 2015	Jul. 15, 2015	May 15, 2015
STOCK WARRANTS Details
Company entered into an agreement to grant a warrant for two years to purchase shares of stock per share			$ 0.05
Company had agreed to grant an additional warrant to purchase shares of the stock			2,000,000
Company issued an additional warrants in consideration for the thirty day extension.		1,000,000
Company issued an additional warrants in consideration for the Sixty day extension.	2,000,000

Issued Warrant (Details)

Issued Warrant (Details) - USD ($)	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Feb. 29, 2016	Dec. 31, 2015	Oct. 21, 2015	Sep. 29, 2015	Jul. 01, 2015
Issued Warrant Details
Company issued three year warrants to purchase shares of the company per share 0.25								100,000
Company issued two year warrants to purchase shares of the company per share 0.25							1,130,285
Company issued two year warrants to John Hollister, Interim CEO exercise price per share 0.09					375,000	500,000
John Hollister, warrants valued at					$ 19,906	$ 32,250
Company agreed to issue a warrant to purchase shares of the Company's common stock				$ 5,525,318
Company agreed to issue a warrant to purchase shares of the Company's common stock at an exercise price per share				$ 0.08
Company agreed to issue a warrant to purchase shares of the Company's common stock valued at				$ 475,751
Company issued two year warrants to John Hollister, Interim CEO, to purchase shares of the Company's common stock	375,000	375,000	375,000
Company issued two year warrants to John Hollister, Interim CEO, to purchase shares of the Company's common stock at an exercise price per share	$ 0.09	$ 0.09	$ 0.09
Company issued two year warrants to John Hollister, Interim CEO, to purchase shares of the Company's common stock valued at	$ 39,638	$ 29,720	$ 33,236

FAIR VALUE AT THE COMMITMENT (D

FAIR VALUE AT THE COMMITMENT (Details)	Dec. 31, 2016
FAIR VALUE AT THE COMMITMENT
Expected dividends	0.00%
Expected volatility minimum	163.00%
Expected volatility maximum	177.00%
Expected term in years minimum	2
Expected term in years maximum	3
Risk free interest rate minimum	0.55%
Risk free interest rate maximum	1.06%

SUMMARY OF WARRANT ACTIVITY (De

SUMMARY OF WARRANT ACTIVITY (Details)	12 Months Ended
	Dec. 31, 2016$ / sharesshares
SUMMARY OF WARRANT ACTIVITY Details
Outstanding number of warrants December 31, 2015 | shares	11,105,285
Outstanding warrants weigjhted Average exercise price December 31, 2015 | $ / shares	$ 0.08
Granted warrants | shares	6,650,318
Granted warrants Weighted Average exercise price | $ / shares	$ 0.08
Exercised/settled Warrants | shares	0
Exercised/settled Warrants Weighted Average Exercise price | $ / shares	$ 0
Outstanding number of Warrants as December 31,2016 | shares	17,755,603
Outstanding warrants weigjhted Average exercise price December 31, 2016 | $ / shares	$ 0.08

WARRANTS (Details)

WARRANTS (Details)	Dec. 31, 2016$ / sharesshares
Warrants Outstanding
Warrants Outstanding Exercise Price minimum	$ 0.05
Warrants Outstanding Exercise Price maximum	$ 0.25
Warrants Outstanding Number | shares	17,755,603
Warrants Outstanding Weighted Average Remaining Contractual Life (in years)	1.2
Warrants Outstanding Weighted Average Exercise Price	$ 0.08
Warrants Exercisable
Warrants Exercisable Number | shares	17,755,603
Warrants Exercisable Weighted Average Exercise Price	$ 0.08
Warrants Exercisable Intrinsic Value | shares	1,208,468

EARNINGS (LOSS) PER SHARE (Deta

EARNINGS (LOSS) PER SHARE (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
EARNINGS (LOSS) PER SHARE Details
Warrants (exercise price $0.05 - $0.25/share)	17,755,603	11,105,285
Convertible debt (exercise price $0.20/share)	$ 500,000
Total common stock equivalents	18,255,603	11,105,285

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Aug. 15, 2016	Aug. 07, 2015	Jul. 25, 2014	Jun. 23, 2014	May 31, 2014
COMMITMENTS AND CONTINGENCIES Details
Co agree to pay seller as per agreement					$ 9,500
Gross monthly revenue					150,000
Company gross revenues are in excess					$ 150,000
Promissory note issued by the company				$ 500,000
Promissory note interest				3.25%
Company in receipt of amount				$ 1,000,000
Euqity fund amount				100,000
Least gross revenue				150,000
In 36 months payable amount				400,000
Contigency amount of company				$ 400,000
Company amended and restated its promissory note in the principal amount owing to Kae Yong			$ 500,000
Installment payment due under the Note			100,000
Shareholder, Kae Park, and her spouse Howard Baer (collectively "Park"), under which Park committed to advance the Company a minimum			500,000
Company made first installment to lender			100,000
Thereafter, Kae Yong Park waived the requirement that the Company pay the due			$ 100,000
represented to the Plaintiff that he had the right to subscribe to shares of our common stock at a per share price of		$ 0.25
Walkup was the Company's agent and individually and in such alleged agency capacity offered to sell Plaintiff an aggregate of shares		1,075,000
company common stock for a total purchase price		$ 425,000
Damamge amount		425,000
Company has agreed to issue 400,000 restricted shares of common stock valued at		$ 62,000
Company has agreed to issue an additional shares as liquidated damages if it breaches		275,000
TW breached the joint venture agreement by failing to fund the remaining	$ 15,000
TW breached the joint venture agreement by failing to fund the last convertible note due to the Company	50,000
TW breached the joint venture agreement by failing to fund their respective 40% of development expense in excess of the initial	100,000
Company seeks damages in the amount plus interest	$ 128,000

INCOME TAXES(Details)

INCOME TAXES(Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Operating loss carry-forwards
Net operating loss ("NOL") carry-forwards for federal and state income	$ 5,434,137	$ 4,333,812
Deferred asset attributable to the NOL carry-forwards	2,307,744	$ 1,775,000
Valuation allowance	$ 532,000

Deferred tax asset (Details)

Deferred tax asset (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Deferred tax asset Details
Cumulative NOL	$ (5,633,041)	$ (4,333,812)
Deferred Tax assets (34% Federal, 7% Avg. Corp. Rate)
Net operating loss carry forwards	(8,473,442)	(7,668,510)
Stock/options issued for services	5,312,555	5,270,524
Stock/options issued for release	415,621	415,621
Depreciation and amortization	93,322	61,977
Impairment expense	144,913	144,913
Unrealized losses on investment	199,287
Valuation allowance	2,307,744	$ 1,775,475
Total deferred tax	$ 0

Income tax provision (Details)

Income tax provision (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income tax provision Details
Book income (loss) from operations	$ (804,932)	$ (3,268,362)
Stock/options issued for services	42,031	2,355,856
Stock/options issued for release		33,594
Depreciation and amortization	31,345	56,765
Unrealized losses on investment	199,287
Change in valuation allowance	$ 532,269	822,147
Total income tax provision		$ 0

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	Dec. 31, 2016	May 11, 2016	Apr. 13, 2016	Aug. 25, 2014	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	$ 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
Promissory note with Kae Yong Park and Howard R. Baer principal amount			$ 564,000
Note interest bearing at the rate per annum			10.00%
Company has accrued interest owed	$ 56,555
Park assigned of debt owed to her by the Company to another investor		$ 65,000
Company issued the investor a one-year replacement note		$ 65,000
Park for these advances secured by the assets of the Company	$ 1,414,667

Related party payables (Details

Related party payables (Details)	12 Months Ended
	Dec. 31, 2016USD ($)
Related party payables
Company incurred expenses payable to Kuboo, Inc. for a total amount	$ 138,000
Company incurred expenses payable to Kuboo, Inc. for rent	3,600
Kae Yong Park, a significant shareholder, and her spouse, Howard Baer, advanced an aggregate	594,050
Company also repaid of its secured debt to Park	63,690
Company incurred expenses related to its consulting contract	180,000
Company received funds related to its joint venture	85,000
Spent cash on behalf of its joint venture totaling	147,261
Company's 60% share of the joint venture's expenses	127,356
Remaining due from the Joint Venture Company	$ 34,204

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)	Apr. 10, 2017	Jan. 10, 2017	Dec. 31, 2016
SUBSEQUENT EVENTS Details
Howard R. Baer, have made additional advances to the Company			$ 36,400
Received repayments			7,550
Additional advances to the Company and credited against the amount due			35,938
Leaving a balance due			$ 1,407,579
Company issued accrued shares of the Company's commons stock		$ 400,000
Sold shares of common stock in a private transaction	1,000,000
Sold shares of common stock in a private transaction at a per share price	$ 0.025
Sold shares of common stock in a private transaction for gross proceeds	$ 25,000