Code Green Apparel (CGAC) 10-Q 22 Aug 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 17, 2016
Document And Entity Information
Entity Registrant Name	CODE GREEN APPAREL CORP
Entity Central Index Key	1,444,403
Document Type	10-Q
Document Period End Date	Jun. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		383,349,646
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,016

BALANCE SHEETS (Unaudited)

BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash	$ 16,894	$ 32,205
Inventory	175,627	199,324
Prepaid expenses		33,387
TOTAL CURRENT ASSETS	192,521	264,916
Fixed assets, net	14,024	1,574
Purchased contract	280,000
TOTAL ASSETS	486,545	266,490
CURRENT LIABILITIES
Accounts payable and accrued expenses	292,068	161,473
Accrued interest	89,683	77,608
Convertible debts payable, net of discount of $31,053 and $23,082, respectively	748,728	439,418
Derivative liability	2,324,152	824,468
TOTAL CURRENT LIABILITIES	3,454,631	1,502,967
TOTAL LIABILITIES	3,454,631	1,502,967
STOCKHOLDERS' DEFICIT
Common stock, par value $0.001 per share, Authorized - 500,000,000 shares, Issued and outstanding - 383,439,646 and 346,439,646 shares, respectively	383,440	346,440
Additional paid-in capital	10,410,472	10,050,497
Accumulated deficit	(13,762,064)	(11,633,455)
TOTAL STOCKHOLDERS' DEFICIT	(2,968,086)	(1,236,477)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	486,545	266,490
Preferred A Stock [Member[
STOCKHOLDERS' DEFICIT
Series A Preferred Stock, par value $0.001 per share, Authorized - 1,000 shares, Issued and outstanding - 1,000 and -0- shares, respectively; Series B Preferred Stock, par value $0.001 per share, Authorized - 200,000 shares, Issued and outstanding - 65,000 and 40,000 shares, respectively	1	1
TOTAL STOCKHOLDERS' DEFICIT	1	1
Preferred B Stock [Member[
STOCKHOLDERS' DEFICIT
Series A Preferred Stock, par value $0.001 per share, Authorized - 1,000 shares, Issued and outstanding - 1,000 and -0- shares, respectively; Series B Preferred Stock, par value $0.001 per share, Authorized - 200,000 shares, Issued and outstanding - 65,000 and 40,000 shares, respectively	65	40
TOTAL STOCKHOLDERS' DEFICIT	$ 65	$ 40

BALANCE SHEETS (Unaudited) (Par

BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Discount on convertible debts payable	$ 31,053	$ 23,082
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	383,439,646	346,439,646
Common stock, shares outstanding	383,439,646	346,439,646
Preferred A Stock [Member[
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	1,000	0
Preferred stock, shares outstanding	1,000	0
Preferred B Stock [Member[
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	200,000	200,000
Preferred stock, shares issued	65,000	40,000
Preferred stock, shares outstanding	65,000	40,000

STATEMENTS OF OPERATIONS (Unaud

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income Statement [Abstract]
REVENUE	$ 10,141		$ 28,378
COST OF GOODS SOLD	(8,500)		(23,698)
GROSS PROFIT	1,641		4,680
OPERATING EXPENSES
Selling, general and administrative	226,390	$ 484,887	601,686	$ 515,332
TOTAL OPERATING EXPENSES	226,390	484,887	601,686	515,332
LOSS FROM OPERATIONS	(224,749)	(484,887)	(597,006)	(515,332)
OTHER INCOME (EXPENSE)
Change in fair value of derivative	(747,718)	(113,003)	(593,704)	(913,963)
Derivative liability expense - insufficient shares	(651,677)		(905,980)
Interest expense	(19,952)	(10,794)	(31,919)	(24,826)
TOTAL OTHER INCOME (EXPENSE)	(1,419,347)	(123,797)	(1,531,603)	(938,789)
LOSS BEFORE INCOME TAXES	(1,644,096)	(608,684)	(2,128,609)	(1,454,121)
Income tax expense
NET LOSS	$ (1,644,096)	$ (608,654)	$ (2,128,609)	$ (1,454,121)
NET LOSS PER COMMON SHARE - Basic and diluted	$ 0	$ 0	$ (0.01)	$ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted	373,300,195	292,559,475	370,951,294	273,071,502

STATEMENT OF STOCKHOLDERS' DEFI

STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited) - 6 months ended Jun. 30, 2016 - USD ($)	Preferred A Stock [Member[	Preferred B Stock [Member[	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance, beginning at Dec. 31, 2015	$ 1	$ 40	$ 346,440	$ 10,050,497	$ (11,633,455)	$ (1,236,477)
Balance, beginning, shares at Dec. 31, 2015	1,000	40,000	346,439,646
Issuance of shares for services			$ 32,000	85,000		117,000
Issuance of shares for services, shares			32,000,000
Issuance of shares for cash		$ 25		249,975		250,000
Issuance of shares for cash, shares		25,000
Issuance of shares for asset purchase			$ 5,000	25,000		$ 30,000
Issuance of shares for asset purchase, shares			5,000,000			5,000,000
Net loss					(2,128,609)	$ (2,128,609)
Balance, ending at Jun. 30, 2016	$ 1	$ 65	$ 383,440	$ 10,410,472	$ (13,762,064)	$ (2,968,086)
Balance, ending, shares at Jun. 30, 2016	1,000	65,000	371,439,646

STATEMENTS OF CASH FLOWS (Unaud

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,128,609)	$ (1,454,121)
Adjustments required to reconcile net loss to net cash (used) provided by operating activities:
(Gain) loss on derivative revaluation	593,704	913,963
Derivative liability - insufficient shares	905,980
Depreciation	1,478	225
Series A Preferred Stock issued for services		180,000
Common stock issued for services	117,000	79,000
Amortization of debt discount	13,354
Changes in operating assets and liabilites:
Inventory	23,697	(190,358)
Prepaid expenses	33,387
Accounts payable and accrued expenses	80,595	8,000
Accrued interest	12,075	24,825
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES	(347,339)	(438,466)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase fixed assets	(13,928)
NET CASH USED BY INVESTING ACTIVITIES	(13,928)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock		545,000
Proceeds from the sale of preferred B stock	250,000
Proceeds from notes payable, net of repayments	95,956
NET CASH PROVIDED BY FINANCING ACTIVITIES	345,956	545,000
NET INCREASE (DECREASE IN CASH)	(15,311)	106,534
CASH AT THE BEGINNING OF THE PERIOD	32,205	10,009
CASH AT THE END OF THE PERIOD	16,894	$ 116,543
Supplemental disclosure of cash flow information:
Interest paid	$ 6,490

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BASIS OF PRESENTATION	NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION Organization and Nature of Business Code Green Apparel Corp., formerly known as Gold Standard Mining Corp. (the “ Company GS Wyoming On May 18, 2009, Fluid Solutions, Inc. changed its name to “ Gold Standard Mining Corp. As of the date that the Company acquired GS Wyoming, GS Wyoming’s principal asset was rights under an Exchange Agreement, dated February 9, 2009, pursuant to which GS Wyoming had agreed to acquire Rosszoloto Co. Ltd., a limited liability company organized under the laws of Russia (“ Rosszoloto In the spring of 2011, during the course of preparation of financial statements of the Company, the Board of Directors concluded that the Company could not get the financial information regarding Rosszoloto necessary for the financial statements of the Company, including Rosszoloto, to be audited. Based on this, in May 2011, the Company rescinded the acquisition of Rosszoloto and has treated the transaction as never having occurred. In connection with such rescission, the Company received back 51,499,998 shares of its common stock that were issued to acquire GS Wyoming. On July 17, 2012, Gold Standard Mining Corp. changed its name to “ J.D. Hutt Corporation Code Green Apparel Corp. The Company is a publicly held Nevada corporation, whose common stock trades on the OTC Market Group, Inc.’s Pink Sheets under the trading symbol, “ CGAC. Basis of Presentation and Going Concern The accompanying unaudited interim condensed financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“ GAAP The Company has generated only limited revenues from operations since inception. Since inception, it has incurred significant losses to date, and as of June 30, 2016, has an accumulated deficit of approximately $13,800,000. The Company’s ability to continue its operations is uncertain and is dependent upon its ability to implement a business plan sufficient to generate a positive cash flow and/or raise capital to fund its operations. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations in the normal course of business. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results could vary materially from management’s estimates and assumptions. Additionally, interim results may not be indicative of the Company’s results for future interim periods, or the Company’s annual results. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. Inventories Inventories are stated at the lower of cost (first-in, first-out) or market. The Company periodically reviews its inventories for indications of slow movement and obsolescence and records an allowance when it is deemed necessary. Revenue Recognition The Company recognizes gross sales when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable, and collection is probable. It recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 605, Revenue Recognition (“ASC 605”). Stock Based Compensation The Company from time to time issues shares of common stock for services. These issuances have been valued at the estimated fair market value of the services since its stock is thinly traded and the Company has raised minimal cash from sales of stock. Disclosure About Fair Value of Financial Instruments The Company estimates that the fair value of all financial instruments at June 30, 2016 and December 31, 2015 do not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes-Merton pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company has determined that certain convertible debt instruments outstanding as of the date of these financial statements include an exercise price “ reset ASC 815-40 Other income (expense) - gain (loss) on change in derivative liabilities. Carrying Value Fair Value Measurements Level 1 Level 2 Level 3 Derivative liability – December 31, 2015 $ 824,468 $ — $ — $ 824,468 Derivative liability – June 30, 2016 $ 2,324,152 $ — $ — $ 2,324,152 Balance at December 31, 2015 $ 824,468 Initial measurement at issuance date of the notes 322,660 Initial measurement due to insufficient shares available for issuance 905,980 Change in derivative liability during the six months ended June 30, 2016 271,044 Balance June 30, 2016 $ 2,324,152 Net Income (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Any anti-dilutive effects on net income (loss) per share are excluded. The Company has no potentially dilutive securities outstanding as of June 30, 2016. Income Taxes Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. In assessing the recoverability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the periods in which temporary differences such as loss carry-forwards and tax credits become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment and ensuring that the deferred tax asset valuation allowance is adjusted as appropriate. Recent Accounting Pronouncements In January 2016, the FASB issued an accounting standard update which requires, among other things, that entities measure equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) at fair value, with changes in fair value recognized in earnings. Under the standard, entities will no longer be able to recognize unrealized holding gains and losses on equity securities classified today as available for sale as a component of other comprehensive income. For equity investments without readily determinable fair values the cost method of accounting is also eliminated, however subject to certain exceptions, entities will be able to elect to record equity investments without readily determinable fair values at cost, less impairment and plus or minus adjustments for observable price changes, with all such changes recognized in earnings. This new standard does not change the guidance for classifying and measuring investments in debt securities and loans. The standard is effective for us on July 1, 2018 (the first quarter of our 2019 fiscal year). The Company is currently evaluating the anticipated impact of this standard on our financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of adopting ASU No. 2016-02 on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , within those years. ASU 2016-08 on its financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation, or ASU No. 2016-09. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public entities, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. We are currently evaluating the impact of adopting ASU No. 2016-09 on our consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , within those years. ASU 2016-10 on its financial statements.

CONVERTIBLE NOTES

CONVERTIBLE NOTES	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
CONVERTIBLE NOTES	NOTE 2 CONVERTIBLE NOTES On May 1, 2014, the Company entered into an agreement with Anubis Capital Partners, a business advisor. The agreement calls for monthly payments of $2,500 in service fees along with the issuance of a $500,000 fully earned convertible debt that accrues interest at 8% per annum. During December 2015, the Company issued 25,000,000 shares of common stock in payment of $212,500 of principal on this convertible debt. At June 30, 2016 and December 31, 2015, $30,000 and $50,000 was owed in services fees, accrued interest was $77,049 and $65,581 and the outstanding convertible debt was $287,500 and $287,500, respectively. During the year ended December 31, 2014, the Company issued $173,500 of convertible notes. The convertible notes carry interest at 10% per annum and are due 24 months from the date of issuance, June 2016 through September 2016. The note holders have the option to convert into shares of the Company’s common stock after 180 days at 50% of the market price. During April and May of 2015, the Company issued 14,660,440 shares of common stock upon conversion of $173,500 of principal amount outstanding under these convertible notes. Total outstanding convertible debt was $-0- and $-0- at June 30, 2016 and December 31, 2015, respectively. The accrued interest on the convertible notes was $12,027 and $12,027 at June 30, 2016 and December 31, 2015, respectively. During December 2015, the Company issued a convertible note in the amount of $175,000. The convertible note is due in one year and contains a prepayment penalty of $25,000. The remaining balance due at June 30, 2016 and December 31, 2015 was $175,000 and $175,000, respectively. During June 2016, the Company sold a convertible note in the principal amount of $121,325. The convertible note is due in one year and contains an original issue discount in the amount of $15,825. The remaining balance due at June 30, 2016 and December 31, 2015 was $117,281 and $-0-, respectively. Derivative Liability On May 1, 2014, the Company secured $500,000 in the form of a convertible promissory note. The note bears interest at the rate of 8% per annum until it matures, or until there is an event of default. The note matured on May 1, 2015. The holder has the option to convert any balance of principal and interest into common stock of the Company. The rate of conversion for the note is calculated as the lowest of the 20 trading closing prices immediately preceding such conversion, discounted by 50%. A total of $237,000 remains outstanding as of June 30, 2016, and a total of $233,000 was converted into On December 3, 2015, the Company secured $175,000 in the form of a convertible promissory note. The note does not bear interest until or unless there is an event of default. The note matures on December 3, 2016. The holder has the option to convert any balance of principal into common stock of the Company. The rate of conversion for the note is calculated as the lowest of the 10 trading closing prices immediately preceding such conversion, discounted by 32.5%. On June 15, 2016, the Company secured $121,325 in the form of a convertible promissory note. The note bears interest at 12% per annum. The note matures on June 15, 2017. The holder has the option to convert any balance of principal into common stock of the Company after the initial 180 days. The rate of conversion for this note is calculated as the average of the three lowest closing prices of the Company’s common stock during the 20 trading days immediately preceding such conversion, discounted by 50%. Due to the variable conversion price associated with these convertible promissory notes, the Company has determined that the conversion feature is considered a derivative liability. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. The initial fair values of the embedded debt derivatives of $500,842, $227,746 and $322,660 were charged to current period operations as interest expenses. The fair value of the described embedded derivative was determined using the Black-Scholes Model with the following assumptions: (1) risk free interest rate of 0.10% to 0.45% (2) dividend yield of 0%; (3) volatility factor of 248% to 435%; (4) an expected life of the conversion feature of 365 days; and (5) estimated fair value of the Company’s common stock of $0.006 to $0.008 per share. During the six months ended June 30, 2016, the Company recorded a loss in fair value of derivative of $593,704. The following table represents the Company’s derivative liability activity for the six months ended June 30, 2016: Balance at December 31, 2015 $ 824,468 Initial measurement at issuance date of the notes 322,660 Initial measurement due to insufficient shares available for issuance 905,980 Change in derivative liability during the six months ended June 30, 2016 271,044 Balance June 30, 2016 $ 2,324,152

DERIVATIVE FINANCIAL INSTRUMENT

DERIVATIVE FINANCIAL INSTRUMENTS	6 Months Ended
	Jun. 30, 2016
Notes to Financial Statements
DERIVATIVE FINANCIAL INSTRUMENTS	NOTE 3 Derivative financial instruments The following table presents the components of the Company’s derivative financial instruments associated with convertible promissory notes (See Note 2) which have no observable market data and are derived using the Black-Scholes option pricing model measured at fair value on a recurring basis, using Level 1 and 3 inputs to the fair value hierarchy, at June 30, 2016 and 2015: 2016 2015 Embedded conversion features $ 1,418,172 $ — Warrants — — Insufficient shares 905,980 — Derivative financial instruments $ 2,324,152 $ — ASC 815 Derivative and Hedging ASC 815 During the six months ended June 30, 2016, the Company had outstanding notes with embedded conversion features and the Company did not, at this date, have a sufficient number of authorized and available shares of common stock to settle the outstanding contracts which triggered the requirement to account for these instruments as derivative financial instruments until such time as the Company has sufficient authorized shares.

LEASE COMMITMENTS

LEASE COMMITMENTS	6 Months Ended
	Jun. 30, 2016
Leases [Abstract]
LEASE COMMITMENTS	NOTE 4 LEASE COMMITMENTS Laguna Beach Office The Company is obligated under a commercial real estate lease agreement with World Properties, L.P. The lease is for a term of 60 months which began February 1, 2016 and expires January 31, 2021. The lease calls for current monthly rental payments of $3,438. Dallas Office The Company is obligated under a commercial real estate sublease agreement with Granite One West, Ltd. The sublease is for a term of seven months which began on August 1, 2016 and expires on February 28, 2017. The lease calls for current monthly rental payments of $2,200. Rental expense for the six months ended June 30, 2016 and 2015 was $25,023 and $3,000, respectively. Future minimum rental payments for the remaining terms are as follows: Year Ending December 31, Amount 2016 $ 31,628 2017 45,656 2018 41,256 2019 41,256 2020 41,256 Thereafter 3,438 Total $ 204,490

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2016
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 5 STOCKHOLDERS’ EQUITY On January 10, 2016, the Company issued 10,000,000 shares of its restricted common stock to its President and CEO, George J. Powell, III as a bonus in consideration for his efforts throughout the 2015 fiscal year. The shares had a fair market value of $30,000. On January 10, 2016, the Company issued 10,000,000 shares of its restricted common stock to its then newly appointed Director and COO, Thomas Witthuhn, as a signing bonus for his appointment to the Company’s Board of Directors. The shares had a fair market value of $30,000. On January 10, 2016, the Company issued 5,000,000 shares of its restricted common stock to Anubis Capital Partners as a bonus and in consideration for strategic advisory services rendered throughout the 2015 fiscal year. The shares had a fair market value of $15,000. On June 15, 2016, the Company issued 5,000,000 shares of its restricted common stock to an unrelated party as partial payment of the Asset Purchase Agreement, see Note 6. The shares had a fair market value of $30,000. During June, 2016, the Company issued 7,000,000 shares of its restricted common stock to unrelated parties pursuant to employment services, see Note 7. The shares had a fair market value of $42,000. Series A Preferred Stock On May 22, 2015, the Company designated a series of Series A Preferred Stock. The holders of the Series A Preferred Stock are not be entitled to receive dividends paid on the Company’s common stock. The holders of the Series A Preferred Stock are not entitled to any liquidation preferences. The shares of the Series A Preferred Stock have no conversion rights. The Series A Preferred Stock provide the holder thereof the power to vote on all shareholder matters (including, but not limited to at every meeting of the stockholders of the Company and upon any action taken by stockholders of the Company with or without a meeting) equal to fifty-one percent (51%) of the total vote. Following the third anniversary of the original issuance of the Series A Preferred Stock, the Company has the option with (a) the unanimous consent or approval of all members of the Board of Directors of the Company; (b) the approval of the holders of a majority of the outstanding shares of Series A Preferred Stock; and (c) the approval of any interest or option holder(s) of such Series A Preferred Stock, to redeem any and all outstanding shares of the Series A Preferred Stock by paying the holders a redemption price of $100 per share. Series B Preferred Stock On December 7, 2015, the Company designated a series of Series B Preferred Stock. The Series B Preferred Stock have an original issue price and liquidation preference (pro rata with the common stock) of $10.00 per share. The Series B Preferred Stock provides the holders thereof the right to convert such shares of Series B Preferred Stock into common stock on a 100-for-one basis, provided that no conversion can result in the conversion of more than that number of shares of Series B Preferred Stock, if any, such that, upon such conversion, the aggregate beneficial ownership of the Company’s common stock of any such holder and all persons affiliated with any such holder as described in Rule 13d-3 is more than 4.99% of the Company’s common stock then outstanding (the “Maximum Percentage”). For so long as any shares of the Series B Convertible Preferred Stock remain issued and outstanding, the holders thereof are entitled to vote that number of votes as equals the number of shares of common stock into which such holder’s aggregate shares of Series B Convertible Preferred Stock are convertible, subject to the Maximum Percentage. On December 7, 2015, the Company entered into an Exchange Agreement (the “Exchange”) with its shareholder, Dr. Eric H. Scheffey, whereby Dr. Scheffey exchanged forty million (40,000,000) shares of the Company’s restricted common stock for 40,000 shares of the Company’s Series B Preferred Stock. On January 4, 2016, the Company sold 25,000 shares of its restricted Series B Preferred Stock to Dr. Scheffey in connection with the Subscription Agreement as dated December 7, 2015 (the January 1, 2016 payment) and received $250,000.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Jun. 30, 2016
Going Concern
GOING CONCERN	NOTE 6 GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has had only limited revenues since inception. Since inception, it has incurred significant losses to date, and as of June 30, 2016, has an accumulated deficit of approximately $13,800,000. The Company’s ability to continue its operations is uncertain and is dependent upon its ability to implement a business plan sufficient to generate a positive cash flow and/or raise capital to fund its operations. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations in the normal course of business.

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT	6 Months Ended
	Jun. 30, 2016
Business Combinations [Abstract]
ASSET PURCHASE AGREEMENT	NOTE 7 ASSET PURCHASE AGREEMENT Effective on June 23, 2016, the Company entered into an Asset Purchase Agreement with 10Star LLC (“ 10Star Purchase Agreement On the Border 7-Eleven Purchased Accounts The purchase price paid for the Assets at closing on June 23, 2016, was (a) $50,000 in cash; (b) 5 million shares of restricted common stock; and (c) a promissory note in the amount of $200,000 (the “ Promissory Note The parties agreed to certain post-closing requirements in connection with the Acquisition. We agreed that Chase Daniel, the Chief Executive Officer and majority owner of 10Star, would be invited to serve as a member of the Company’s Board of Directors, subject to the Board of Directors confirming his qualifications, for a period of not less than one (1) year from the closing, which appointment was effective on June 23, 2016. We agreed to provide Mr. Daniel, upon payment in full of the Promissory Note, a commission equal to 3% of all net sales (gross sales generated by us, less (i) returns, (ii) discounts, (iii) adjustments, and (iv) allowances) shipped by us (and paid for by customers), relating to the Purchased Accounts, payable monthly in arrears. We agreed to keep complete and accurate books and records showing all net sales with respect to the Purchased Accounts and to allow Mr. Daniel audit and inspection rights in connection therewith. In the event any audit reveals a shortfall, we are required to immediately pay such shortfall, with any amount not immediately paid accruing interest at the rate of 15% per annum until paid, and we are required to reimburse Mr. Daniel for the cost of such audit in the event any shortfall is greater than 5% of the amount of commissions paid in the prior 12 months. Amounts due under the Promissory Note accrue interest at the rate of 10% per annum (12% upon the occurrence of an event of default), with all interest payable on the maturity date of the Promissory Note, June 23, 2018, provided that the amounts owed under the Promissory Note can be pre-paid in whole or part at any time prior to maturity. Until the earlier of (a) the maturity date of the Promissory Note; and (b) the date the Promissory Note is paid in full, we are required to pay 10Star fifty percent (50%) of the Gross Profits generated by us in connection with the Purchased Accounts, no later than the end of the calendar month following the month during which we generate such Gross Profits and receive payment in connection therewith. “Gross Profit” means: (x) the total gross revenues derived from the Purchased Accounts, less (y) (i) cost of goods sold, (ii) returns, (iii) discounts, (iv) adjustments, and (v) allowances, and those other items that are customarily subtracted from total gross revenue to determine gross profit in accordance with generally accepted accounting principles (“GAAP”). Each payment is credited first to accrued interest and second to principal. The Promissory Note contains standard and customary events of default. The Promissory Note is unsecured and 10Star has no right to any collateral or security interests in connection therewith.

EMPLOYMENT AGREEMENTS

EMPLOYMENT AGREEMENTS	6 Months Ended
	Jun. 30, 2016
Employment Agreements
EMPLOYMENT AGREEMENTS	NOTE 8 EMPLOYMENT AGREEMENTS As part of, and as a required term and condition of the Purchase Agreement, the Company entered into executive employment agreements with Aaron Luna and William Joseph (J.B.) Hill, to serve as Executive Vice Presidents of the Company in May 2016, in anticipation of the Acquisition. The employment agreements with Aaron Luna and William Joseph (J.B.) Hill, as Executive Vice Presidents of the Company, entered into with such executives at closing, each have substantially similar terms, including an effective date of April 1, 2016, an initial term of one year (automatically renewable thereafter for additional one year terms in the event neither party provides the other notice of non-renewal at least 30 days prior to the end of the then term). Both agreements include a base salary as determined by the Board of Directors in its sole and absolute discretion in addition to an equity consideration of 3.75 million restricted shares of common stock to Mr. Luna and 3.25 million restricted shares of common stock to Mr. Hill (the “ Restricted Shares Net Sales The Company may terminate either executive’s employment (a) for “ cause cause Either executive may also terminate his employment (a) for “ good reason good reason good reason If either executive’s employment is terminated pursuant to his death, disability, the end of the initial term (or any renewal term), without “ good reason cause If an executive’s employment is terminated by an executive for “ good reason cause

ORGANIZATION AND BASIS OF PRE15

ORGANIZATION AND BASIS OF PRESENTATION (Policies)	6 Months Ended
	Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Going Concern	Basis of Presentation and Going Concern The accompanying unaudited interim condensed financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“ GAAP The Company has generated only limited revenues from operations since inception. Since inception, it has incurred significant losses to date, and as of June 30, 2016, has an accumulated deficit of approximately $13,800,000. The Company’s ability to continue its operations is uncertain and is dependent upon its ability to implement a business plan sufficient to generate a positive cash flow and/or raise capital to fund its operations. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations in the normal course of business.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results could vary materially from management’s estimates and assumptions. Additionally, interim results may not be indicative of the Company’s results for future interim periods, or the Company’s annual results.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.
Inventories	Inventories Inventories are stated at the lower of cost (first-in, first-out) or market. The Company periodically reviews its inventories for indications of slow movement and obsolescence and records an allowance when it is deemed necessary.
Revenue Recognition	Revenue Recognition The Company recognizes gross sales when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable, and collection is probable. It recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 605, Revenue Recognition (“ASC 605”).
Stock Based Compensation	Stock Based Compensation The Company from time to time issues shares of common stock for services. These issuances have been valued at the estimated fair market value of the services since its stock is thinly traded and the Company has raised minimal cash from sales of stock.
Disclosure About Fair Value of Financial Instruments	Disclosure About Fair Value of Financial Instruments The Company estimates that the fair value of all financial instruments at June 30, 2016 and December 31, 2015 do not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes-Merton pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company has determined that certain convertible debt instruments outstanding as of the date of these financial statements include an exercise price “ reset ASC 815-40 Other income (expense) - gain (loss) on change in derivative liabilities. Carrying Value Fair Value Measurements Level 1 Level 2 Level 3 Derivative liability – December 31, 2015 $ 824,468 $ — $ — $ 824,468 Derivative liability – June 30, 2016 $ 2,324,152 $ — $ — $ 2,324,152 Balance at December 31, 2015 $ 824,468 Initial measurement at issuance date of the notes 322,660 Initial measurement due to insufficient shares available for issuance 905,980 Change in derivative liability during the six months ended June 30, 2016 271,044 Balance June 30, 2016 $ 2,324,152
Net Income (Loss) Per Share	Net Income (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Any anti-dilutive effects on net income (loss) per share are excluded. The Company has no potentially dilutive securities outstanding as of June 30, 2016.
Income Taxes	Income Taxes Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. In assessing the recoverability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the periods in which temporary differences such as loss carry-forwards and tax credits become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment and ensuring that the deferred tax asset valuation allowance is adjusted as appropriate.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In January 2016, the FASB issued an accounting standard update which requires, among other things, that entities measure equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) at fair value, with changes in fair value recognized in earnings. Under the standard, entities will no longer be able to recognize unrealized holding gains and losses on equity securities classified today as available for sale as a component of other comprehensive income. For equity investments without readily determinable fair values the cost method of accounting is also eliminated, however subject to certain exceptions, entities will be able to elect to record equity investments without readily determinable fair values at cost, less impairment and plus or minus adjustments for observable price changes, with all such changes recognized in earnings. This new standard does not change the guidance for classifying and measuring investments in debt securities and loans. The standard is effective for us on July 1, 2018 (the first quarter of our 2019 fiscal year). The Company is currently evaluating the anticipated impact of this standard on our financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of adopting ASU No. 2016-02 on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , within those years. ASU 2016-08 on its financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation, or ASU No. 2016-09. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public entities, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. We are currently evaluating the impact of adopting ASU No. 2016-09 on our consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , within those years. ASU 2016-10 on its financial statements.

ORGANIZATION AND BASIS OF PRE16

ORGANIZATION AND BASIS OF PRESENTATION (Tables)	6 Months Ended
	Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of carrying value and fair value of derivative instruments	Carrying Value Fair Value Measurements Level 1 Level 2 Level 3 Derivative liability – December 31, 2015 $ 824,468 $ — $ — $ 824,468 Derivative liability – June 30, 2016 $ 2,324,152 $ — $ — $ 2,324,152 Balance at December 31, 2015 $ 824,468 Initial measurement at issuance date of the notes 322,660 Initial measurement due to insufficient shares available for issuance 905,980 Change in derivative liability during the six months ended June 30, 2016 271,044 Balance June 30, 2016 $ 2,324,152

CONVERTIBLE NOTES (Tables)

CONVERTIBLE NOTES (Tables)	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
Schedule of assumptions in Black-Scholes Model	The fair value of the described embedded derivative was determined using the Black-Scholes Model with the following assumptions: (1) risk free interest rate of 0.10% to 0.45% (2) dividend yield of 0%; (3) volatility factor of 248% to 435%; (4) an expected life of the conversion feature of 365 days; and (5) estimated fair value of the Company’s common stock of $0.006 to $0.008 per share.
Schedule of derivative activity	The following table represents the Company’s derivative liability activity for the six months ended June 30, 2016: Balance at December 31, 2015 $ 824,468 Initial measurement at issuance date of the notes 322,660 Initial measurement due to insufficient shares available for issuance 905,980 Change in derivative liability during the six months ended June 30, 2016 271,044 Balance June 30, 2016 $ 2,324,152

DERIVATIVE FINANCIAL INSTRUME18

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	6 Months Ended
	Jun. 30, 2016
Notes to Financial Statements
Schedule of derivative financial instruments associated with convertible promissory notes	The following table presents the components of the Company’s derivative financial instruments associated with convertible promissory notes (See Note 2) which have no observable market data and are derived using the Black-Scholes option pricing model measured at fair value on a recurring basis, using Level 1 and 3 inputs to the fair value hierarchy, at June 30, 2016 and 2015: 2016 2015 Embedded conversion features $ 1,418,172 $ — Warrants — — Insufficient shares 905,980 — Derivative financial instruments $ 2,324,152 $ —

LEASE COMMITMENTS (Tables)

LEASE COMMITMENTS (Tables)	6 Months Ended
	Jun. 30, 2016
Leases [Abstract]
Schedule of future minimum rental payments	Future minimum rental payments for the remaining terms are as follows: Year Ending December 31, Amount 2016 $ 31,628 2017 45,656 2018 41,256 2019 41,256 2020 41,256 Thereafter 3,438 Total $ 204,490

ORGANIZATION AND BASIS OF PRE20

ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative)	May 06, 2009shares	Jun. 30, 2016shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Shares issued in exchange	100,669,998	5,000,000
Shares returned	59,400,000
Stock split ratio	3.3

ORGANIZATION AND BASIS OF PRE21

ORGANIZATION AND BASIS OF PRESENTATION (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Derivative liability	$ 2,324,152	$ 824,468
Level 3 [Member]
Derivative liability	$ 2,324,152	$ 824,468

ORGANIZATION AND BASIS OF PRE22

ORGANIZATION AND BASIS OF PRESENTATION (Details 1)	6 Months Ended
	Jun. 30, 2016USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Derivative liability, beginning	$ 824,468
Initial measurement at issuance date of the notes	322,660
Initial measurement due to insufficient shares available for issuance	905,980
Change in derivative liability	$ 593,704

CONVERTIBLE NOTES (Details Narr

CONVERTIBLE NOTES (Details Narrative)	1 Months Ended			2 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2016USD ($)d	Dec. 31, 2015USD ($)d	May 31, 2015USD ($)	May 31, 2015USD ($)shares	Jun. 30, 2016USD ($)d	Dec. 31, 2015USD ($)dshares
Common stock issued as payment on convertible debt, shares | shares						25,000,000
Common stock issued as payment of convertible debt						$ 212,500
Accounts payable	$ 292,068	$ 161,473			$ 292,068	161,473
Accrued interest	89,683	77,608			89,683	77,608
Convertible debt	748,728	439,418			748,728	439,418
Interest Expense [Member]
Fair value of embedded derivatives	322,660	227,746	$ 500,842
Convertible Debt - Anubis Capital Partners [Member]
Debt face amount	$ 500,000				$ 500,000
Debt interest rate	8.00%				8.00%
Carying amount of debt	$ 237,000				$ 237,000
Accrued interest	77,049	65,581			77,049	65,581
Convertible debt	$ 287,500	287,500			$ 287,500	287,500
Number of trading days | d	20				20
Discounted market price percentage	50.00%				50.00%
Convertible Notes [Member]
Debt face amount	$ 173,500				$ 173,500
Debt interest rate	10.00%				10.00%
Accrued interest	$ 12,027	12,027			$ 12,027	12,027
Convertible debt	$ 0	0			$ 0	0
Debt term					24 months
Conversion price percentage of market price	50.00%				50.00%
Common stock issued in conversion of convertible debt, shares | shares				14,660,440
Common stock issued in conversion of convertible debt				$ 173,500
Convertible Note [Member]
Debt face amount	$ 175,000				$ 175,000
Accounts payable	175,000	$ 175,000			$ 175,000	$ 175,000
Debt term					1 year
Number of trading days | d		10				10
Discounted market price percentage		32.50%				32.50%
Convertible Note #2 [Member]
Debt face amount	121,325				$ 121,325
Debt discount	15,825				15,825
Carying amount of debt	$ 117,281				117,281
Prepayment penalty					$ 25,000
Number of trading days | d	20				20
Discounted market price percentage	50.00%				50.00%
Anubis Capital Partners [Member]
Montly payment for fees					$ 2,500
Accounts payable	$ 30,000	$ 50,000			30,000	$ 50,000
Common stock issued in conversion of convertible debt					$ 233,000

CONVERTIBLE NOTES (Details)

CONVERTIBLE NOTES (Details)	6 Months Ended
	Jun. 30, 2016$ / shares
Dividend yield	0.00%
Expected life of the conversion feature	365 days
Minimum [Member]
Risk free interest rate	0.10%
Volatility factor	248.00%
Estimated fair value of th company's common stock	$ .006
Maximum [Member]
Risk free interest rate	0.45%
Volatility factor	435.00%
Estimated fair value of th company's common stock	$ 0.008

DERIVATIVE FINANCIAL INSTRUME25

DERIVATIVE FINANCIAL INSTRUMENTS (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Derivative liability		$ 824,468
Convertible Promissory Notes [Member]
Embedded conversion features	$ 1,418,172
Derivative financial instruments, at fair value	254,303
Derivative liability	$ 2,324,152

DERIVATIVE FINANCIAL INSTRUME26

DERIVATIVE FINANCIAL INSTRUMENTS (Details 1)	6 Months Ended
	Jun. 30, 2016USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liability, beginning	$ 824,468
Initial measurement at issuance date of the notes	322,660
Initial measurement due to insufficient shares available for issuance	905,980
Change in derivative liability	$ 593,704

LEASE COMMITMENTS (Details Narr

LEASE COMMITMENTS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Rent expense	$ 25,023	$ 3,000
Laguna Beach Office [Member]
Term of lease	60 months
Rental payment	$ 3,438
Dallas Office [Member]
Term of lease	7 months
Rental payment	$ 2,200

LEASE COMMITMENTS (Details)

LEASE COMMITMENTS (Details)	Jun. 30, 2016USD ($)
Year Ending December 31,
2,016	$ 31,628
2,017	45,656
2,018	41,256
2,019	41,256
2,020	41,256
Thereafter	3,438
Total	$ 204,490

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	Jan. 10, 2016	Jan. 04, 2016	Dec. 07, 2015	May 06, 2009	Jun. 30, 2016
Issuance of shares for asset purchase					$ 30,000
Issuance of shares for asset purchase, shares				100,669,998	5,000,000
Stock issued for employment services					$ 117,000
Issuance of shares for cash					$ 250,000
Maximum [Member]
Beneficial ownership percentage					4.99%
Preferred A Stock [Member[
Redemption price					$ 100
Preferred B Stock [Member[
Liquidation preference					$ 10
Converted shares issued upon conversion					100
Shares exchanged in exchange agreement			40,000
Issuance of shares for cash					$ 25
Issuance of shares for cash, shares					25,000
Common Stock [Member]
Issuance of shares for asset purchase					$ 5,000
Issuance of shares for asset purchase, shares					5,000,000
Stock issued for employment services					$ 32,000
Stock issued for employment services, shares					32,000,000
Shares exchanged in exchange agreement			(40,000,000)
Anubis Capital Partners [Member]
Stock issued as compensation	$ 15,000
Stock issued as compensation, shares	5,000,000
Chief Executive Officer [Member]
Stock issued as compensation	$ 30,000
Stock issued as compensation, shares	10,000,000
Chief Operating Officer [Member]
Stock issued as compensation	$ 30,000
Stock issued as compensation, shares	10,000,000
Unrelated parties [Member]
Stock issued for employment services					$ 42,000
Stock issued for employment services, shares					7,000,000
Dr. Scheffey [Member]
Issuance of shares for cash		$ 250,000
Issuance of shares for cash, shares		25,000

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Going Concern Details Narrative
Accumulated deficit	$ (13,762,064)	$ (11,633,455)

ASSET PURCHASE AGREEMENT (Detai

ASSET PURCHASE AGREEMENT (Details Narrative)	6 Months Ended
	Jun. 30, 2016USD ($)shares
Payment for asset purchase	$ 50,000
Issuance of shares for asset purchase, shares | shares	5,000,000
Issuance of note for asset purchase	$ 200,000
Purchased contract	$ 280,000
Promissory Note Payable [Member]
Interest rate	10.00%
Debt maturity date	May 23, 2018
Debt default interest rate	12.00%
Gross profit payment (percent)	50.00%
Mr. Daniels Payable [Member]
Commission rate (percent)	3.00%
Interest rate	5.00%
Minimum [Member]
Shortfall (percent)	5.00%

EMPLOYMENT AGREEMENTS (Details

EMPLOYMENT AGREEMENTS (Details Narrative)	3 Months Ended
	Jun. 30, 2016shares
Aaron Luna [Member]
Restricted stock issued per employment agreement	3,750,000
Commission rate (percent)	1.50%
William Joseph Hall [Member]
Restricted stock issued per employment agreement	3,250,000
Commission rate (percent)	1.50%