Code Green Apparel (CGAC) 10-K 22 May 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	May 10, 2017	Jun. 30, 2016
Document And Entity Information
Entity Registrant Name	CODE GREEN APPAREL CORP
Entity Central Index Key	1,444,403
Document Type	10-K
Trading Symbol	CGAC
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 1,849,731
Entity Common Stock, Shares Outstanding		488,376,582
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,016

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash	$ 47	$ 32,205
Accounts receivable, net	7,834
Inventory	22,831	199,324
Prepaid expenses		33,387
TOTAL CURRENT ASSETS	30,712	264,916
Fixed assets, net	12,962	1,574
TOTAL ASSETS	43,674	266,490
CURRENT LIABILITIES
Accounts payable and accrued expenses	341,615	161,473
Accrued interest	120,232	77,608
Notes payable, current	82,595
Convertible debts payable, net of discount of $19,811 and $23,082, respectively	556,388	439,418
Derivative liability	1,525,135	824,468
TOTAL CURRENT LIABILITIES	2,625,965	1,502,967
Notes payable, net of current portion	200,000
TOTAL LIABILITIES	2,825,965	1,502,967
STOCKHOLDERS' DEFICIT
Common stock, par value $0.001 per share, Authorized - 1,990,000,000 shares, Issued and outstanding - 404,985,101 and 346,439,646 shares, respectively	404,985	346,440
Additional paid-in capital	11,352,697	10,050,497
Accumulated deficit	(14,540,039)	(11,633,455)
TOTAL STOCKHOLDERS' DEFICIT	(2,782,291)	(1,236,477)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	43,674	266,490
Series A Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred Stock	1	1
TOTAL STOCKHOLDERS' DEFICIT	1	1
Series B Preferred Stock [Member[
STOCKHOLDERS' DEFICIT
Preferred Stock	65	40
TOTAL STOCKHOLDERS' DEFICIT	$ 65	$ 40

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Discount on convertible debts payable	$ 19,811	$ 23,082
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	1,990,000,000	1,900,000,000
Common stock, shares issued	404,985,101	346,439,646
Common stock, shares outstanding	404,985,101	346,439,646
Series A Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 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
Series B Preferred Stock [Member[
Preferred stock, par value (in dollars per share)	$ 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

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Statement [Abstract]
REVENUE	$ 269,210
COST OF GOODS SOLD	(272,361)
GROSS LOSS	(3,151)
OPERATING EXPENSES
Selling, general and administrative	1,628,769	$ 1,112,543
TOTAL OPERATING EXPENSES	1,628,769	1,112,543
LOSS FROM OPERATIONS	(1,631,920)	(1,112,543)
OTHER INCOME (EXPENSE)
Change in fair value of derivative	(194,602)	(396,385)
Derivative liability expense - insufficient shares	(561,447)
Gain on conversion of debt	55,384
Loss on impairment of intangible assets	(220,000)
Interest expense	(103,999)	(273,495)
TOTAL OTHER INCOME (EXPENSE)	(1,024,664)	(669,880)
LOSS BEFORE INCOME TAXES	(2,656,584)	(1,782,423)
NET LOSS	(2,656,584)	(1,782,423)
Discount attributable to beneficial conversion privilege of preferred stock	250,000
Loss applicable to common stock	$ (2,906,584)	$ (1,782,423)
NET LOSS PER COMMON SHARE - Basic and diluted (in dollars per share)	$ (0.01)	$ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted (in shares)	378,525,860	310,575,705

STATEMENT OF STOCKHOLDERS' DEFI

STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($)	Series A Preferred Stock [Member]	Series B Preferred Stock [Member[	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance, beginning at Dec. 31, 2014			$ 252,953	$ 8,564,025	$ (9,851,032)	$ (1,034,054)
Balance, beginning, shares at Dec. 31, 2014			252,952,540
Issuance of shares for services	$ 1		$ 8,150	290,849		299,000
Issuance of shares for services, shares	1,000		8,150,000
Issuance of shares for cash			$ 85,677	809,323		895,000
Issuance of shares for cash, shares			85,676,666
Issuance of shares for conversion of debt			$ 39,660	346,340		386,000
Issuance of shares for conversion of debt, shares			39,660,440
Exchange of shares		$ 40	$ (40,000)	39,960
Exchange of shares, shares		40,000	(40,000,000)
Net loss					(1,782,423)	(1,782,423)
Balance, ending at Dec. 31, 2015	$ 1	$ 40	$ 346,440	10,050,497	(11,633,455)	(1,236,477)
Balance, ending, shares at Dec. 31, 2015	1,000	40,000	346,439,646
Issuance of shares for services			$ 37,000	730,000		767,000
Issuance of shares for services, shares			35,000,000
Issuance of shares for cash		$ 25	$ 4,545	295,430		300,000
Issuance of shares for cash, shares		25,000	4,545,455
Issuance of shares for conversion of debt			$ 12,000	1,770		13,770
Issuance of shares for conversion of debt, shares			12,000,000
Issuance of shares for asset purchase			$ 5,000	25,000		30,000
Issuance of shares for asset purchase, shares			5,000,000
Discount attributable to beneficial conversion privilege of preferred stock				250,000	(250,000)
Net loss					(2,906,584)	(2,906,584)
Balance, ending at Dec. 31, 2016	$ 1	$ 65	$ 404,985	$ 11,352,697	$ (14,540,039)	$ (2,782,291)
Balance, ending, shares at Dec. 31, 2016	1,000	65,000	404,985,101

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	$ (2,656,584)	$ (1,782,423)
Adjustments to reconcile net loss to net cash (used) provided by operating activities:
Loss on derivative revaluation	194,602	396,385
Derivative liability expense - insufficient shares	561,447
Gain on conversion of debt	(55,384)
Non-cash interest expense		227,746
Depreciation	3,146	450
Amortization	60,000
Allowance for doubtful accounts	100,000
Series A Preferred Stock issued for services		180,000
Impairment of intangible assets	220,000
Common stock issued for services	767,000	119,000
Amortization of debt discount	46,571	1,918
Changes in operating assets and liabilities:
Accounts receivable	(107,834)
Inventory	176,493	(199,324)
Prepaid expenses	33,387	11,613
Accounts payable and accrued expenses	130,144	23,000
Accrued interest	42,624	43,831
NET CASH USED IN OPERATING ACTIVITIES	(484,388)	(977,804)
CASH FLOWS USED BY INVESTING ACTIVITIES:
Purchase of fixed assets	(14,534)
NET CASH USED IN INVESTING ACTIVITIES	(14,534)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock	50,000	895,000
Proceeds from the sale of Series B Preferred Stock	250,000
Proceeds from notes payable, net of repayments	166,764	105,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	466,764	1,000,000
NET (DECREASE) INCREASE IN CASH	(32,158)	22,196
CASH AT THE BEGINNING OF THE YEAR	32,205	10,009
CASH AT THE END OF THE YEAR	47	32,205
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	34,768
Taxes paid
Issuance of shares upon debt conversion	$ 212,500	$ 386,000

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	12 Months Ended
	Dec. 31, 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. (the “ Company 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. Going Concern The Company has generated only limited revenues from operations since inception. Since inception, it has incurred significant losses to date, and as of December 31, 2016, has an accumulated deficit of approximately $14,500,000. 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. At December 31, 2016, the company did not have any cash equivalents. Accounts Receivable Accounts receivable are not collateralized and interest is not accrued on past due accounts. Periodically, management reviews the adequacy of its provision for doubtful accounts based on historical bad debt expense results and current economic conditions using factors based on the aging of its accounts receivable. After management has exhausted all collection efforts, management writes off receivables and the related reserve. Additionally, the Company may identify additional allowance requirements based on indications that a specific customer may be experiencing financial difficulties. Actual bad debt results could differ materially from these estimates. 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 ASC 605 Significant Customers During the years ended December 31, 2016 and 2015 the Company had no one customer which accounted for more than 10% of the Company’s revenues. Stock Based Compensation The Company from time to time issues shares of common stock for services. These issuances have been valued at based upon the quoted market price of the underlying shares. Disclosure About Fair Value of Financial Instruments The Company estimates that the fair value of all financial instruments at December 31, 2016 and 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 – December 31, 2016 $ 1,525,135 $ — $ — $ 1,525,135 Balance at December 31, 2015 $ 824,468 Initial measurement at issuance date of the notes 431,118 Initial measurement due to insufficient shares available for issuance 561,447 Gain on conversion (55,384 ) Change in derivative liability during the year ended December 31, 2016 (236,514 ) Balance December 31, 2016 $ 1,525,135 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 December 31, 2016. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes," which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. The Company has adopted the provisions of FASB ASC 740-10-05 Accounting for Uncertainty in Income Taxes Recent Accounting Pronouncements 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 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. 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.

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET	12 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT, NET	NOTE 2 PROPERTY AND EQUIPMENT, NET Property and equipment consists of the following: 2016 2015 Computer equipment 16,783 2,249 16,783 2,249 Less accumulated depreciation (3,821 ) (675 ) Total $ 12,962 $ 1,574 The aggregate depreciation charge to operations was $3,146 and $450 for the year ended December 31, 2016 and 2015, respectively. The depreciation policies followed by the Company are described in Note 1.

INTANGIBLES, NET OF ACCUMULATED

INTANGIBLES, NET OF ACCUMULATED AMORTIZATION	12 Months Ended
	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION	NOTE 3 INTANGIBLES, NET OF ACCUMULATED AMORTIZATION During December 2016, the Company reviewed the value of the intangible assets related to the asset acquisition, see Note 11, and determined the value to be $-0-. As such a full impairment loss of $220,000, ($280,000 intangible asset less $60,000 accumulated amortization) was recorded during the year ended December 31, 2016 and included in the statement of operations.

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2016
Notes Payable [Abstract]
NOTES PAYABLE	NOTE 4 NOTES PAYABLE During June 2016, the Company issued a $200,000 promissory note in connection with the Asset Purchase Agreement, see Note 11. The note carries interest at 10% per annum and is due June 23, 2018. Total outstanding debt was $200,000 and $-0- at December 31, 2016 and 2015, respectively. The accrued interest on the note was $10,466 and $-0- at December 31, 2016 and 2015, respectively. During July 2016, the Company issued a promissory note in the amount of $82,500. The note is currently in default. The note contains an original issue discount in the amount of $7,500. The remaining balance due at December 31, 2016 and 2015 was $82,500 and $-0-, respectively. The accrued interest on the note was $8,945 and $-0- at December 31, 2016 and 2015, respectively. During September 2016, the Company issued a promissory note in the amount of $10,000. The note is due in six months. The note contains an original issue discount in the amount of $650. The remaining balance due at December 31, 2016 and 2015 was $95 and $-0-, respectively. Interest accrues at 12% and is paid daily. The accrued interest on the note was $-0- and $-0- at December 31, 2016 and 2015, respectively. The balance of this note was paid in February 2017.

CONVERTIBLE NOTES

CONVERTIBLE NOTES	12 Months Ended
	Dec. 31, 2016
Debt Disclosure [Abstract]
CONVERTIBLE NOTES	NOTE 5 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. 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%. 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 December 31, 2016 and 2015, $20,000 and $50,000 was owed in services fees, accrued interest was $88,795 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 December 31, 2016 and 2015, respectively. At December 31, 2016 and 2015 the accrued interest on the convertible notes was $12,027 and $12,027, 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 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%. During December 2016, the Company issued 12,000,000 shares of common stock upon conversion of $13,770 of principal amount outstanding under this convertible note. The remaining balance due at December 31, 2016 and 2015 was $161,730 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 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%. The remaining balance due at December 31, 2016 and 2015 was $73,989 and $-0-, respectively. Interest accrues at 12% per annum and is paid daily. The accrued interest on the note was $-0- and $-0- at December 31, 2016 and 2015, respectively. During September 2016, the Company sold a convertible note in the principal amount of $63,825. The convertible note is due in one year and contains an original issue discount in the amount of $13,825. 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%. The remaining balance due at December 31, 2016 and 2015 was $53,481 and $-0-, respectively. Interest accrues at 12% per annum and is paid daily. The accrued interest on the note was $-0- and $-0- at December 31, 2016 and 2015, 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 $287,500 remains outstanding as of December 31, 2016, and a total of $212,500 was converted into shares of common stock. 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 matured 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%. On September 23, 2016, the Company secured $63,825 in the form of a convertible promissory note. The note bears interest at 12% per annum. The note matures on September 23, 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, $322,660 and $108,458 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 year ended December 31, 2016, the Company recorded a loss in fair value of derivative of $194,602. The following table represents the Company’s derivative liability activity for the year ended December 31, 2016: Balance at December 31, 2015 $ 824,468 Initial measurement at issuance date of the notes 431,118 Initial measurement due to insufficient shares available for issuance 561,447 Gain on conversion (55,384 ) Change in derivative liability during the year ended December 31, 2016 (236,514 ) Balance December 31, 2016 $ 1,525,135

DERIVATIVE FINANCIAL INSTRUMENT

DERIVATIVE FINANCIAL INSTRUMENTS	12 Months Ended
	Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE FINANCIAL INSTRUMENTS	NOTE 6 Derivative financial instruments The following table presents the components of the Company’s derivative financial instruments associated with convertible promissory notes (See Note 5) 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 December 31, 2016 and 2015: 2016 2015 Embedded conversion features $ 963,688 $ — Warrants — — Insufficient shares 561,447 — Derivative financial instruments $ 1,525,135 $ — These derivative financial instruments arise as a result of applying ASC 815 Derivative and Hedging ASC 815 During the year ended December 31, 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	12 Months Ended
	Dec. 31, 2016
Leases [Abstract]
LEASE COMMITMENTS	NOTE 7 LEASE COMMITMENTS Laguna Beach Office The Company is obligated under a commercial real estate lease agreement. 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. 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 years ended December 31, 2016 and 2015 was $50,784 and $23,500, respectively. Future minimum rental payments for the remaining terms are as follows: Year Ending December 31, Amount 2017 $ 45,656 2018 41,256 2019 41,256 2020 41,256 2021 3,438 Total $ 172,862

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2016
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 8 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 $280,000. On January 10, 2016, the Company issued 10,000,000 shares of its restricted common stock to its then newly appointed Director and COO, a signing bonus for his appointment to the Company’s Board of Directors. The shares had a fair market value of $280,000. 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 $140,000. 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 11. 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 12. The shares had a fair market value of $42,000. During November 2016, the Company issued 4,545,555 shares of common stock in fulfillment of a stock subscription agreement in the amount of $50,000. During December 2016, the Company issued 5,000,000 shares of its common stock in exchange for services received. The underlying shares had a fair value of $25,000 and the expense is included in the statement of operations for the year ended December 31, 2016. During December 2016, the Company issued 12,000,000 shares of its common stock in connection with the conversion of debt in the principal amount of $13,770. 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 On December 7, 2015, the Company entered into an Exchange Agreement (the “ Exchange On January 4, 2016, the Company sold 25,000 shares of its restricted Series B Preferred Stock in connection with a Subscription Agreement dated December 7, 2015 (the January 1, 2016 payment) and received $250,000. The intrinsic value, the difference between the subscription price and the underlying price of the common stock on the date of the subscription agreement, has been valued at $250,000. Accordingly, this Discount attributable to beneficial conversion privilege of preferred stock has been recorded as an dividend in the current period and an increase in additional paid-in capital.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9 INCOME TAXES Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of assets and liabilities. Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amounts expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred income tax assets and liabilities. Deferred income taxes result from temporary differences in the recognition of revenues and expenses for financial and tax reporting purposes. At December 31, 2016 and 2015, deferred income tax assets, which are fully reserved, were comprised primarily of the net operating loss carryforwards of approximately $14,000,000 and $11,000,000, respectively. The valuation allowance increased by $3,000,000 and $1,500,000 during the years ended December 31, 2016 and 2015, respectively, as a result of the increase in the net operating carryforwards. For federal income tax purposes, the Company has net operating loss carryforwards of approximately $14,000,000 as of December 31, 2016 that expire through 2036 and $11,000,000 as of December 31, 2015 that expire through 2036. Additionally, the ultimate utilization of net operating losses may be limited by change of control provision under section 382 of the Internal Revenue Code.

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 10 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 December 31, 2016, has an accumulated deficit of approximately $14,500,000. 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	12 Months Ended
	Dec. 31, 2016
Business Combinations [Abstract]
ASSET PURCHASE AGREEMENT	NOTE 11 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 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 GAAP

EMPLOYMENT AGREEMENTS

EMPLOYMENT AGREEMENTS	12 Months Ended
	Dec. 31, 2016
Employment Agreements
EMPLOYMENT AGREEMENTS	NOTE 12 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 Both Mr. Luna and Mr. Hill subsequently terminated their services with the Company in October 2016, and all Restricted Shares have been forfeited, provided that such shares have not yet been cancelled to date.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 SUBSEQUENT EVENTS On April 12, 2017, our Board of Directors and majority shareholder (i.e., George J. Powell, III, the Company’s Chief Executive Officer and Director, who holds (i) 1,000 shares of Series A Preferred Stock, which provides the holder thereof the right to vote 51% of the vote on all shareholder matters and (ii) 89,115,016 shares of the Company’s outstanding common stock), via a written consent to action without meeting, approved the filing of a Certificate of Amendment to our Articles of Incorporation to increase the authorized common stock of the Company, from one billion (1,000,000,000) shares of common stock, $0.001 par value per share, to one billion, nine hundred and ninety million (1,990,000,000) shares of common stock, $0.001 par value share (the “ Amendment The Amendment did not change (a) the number of authorized shares of our preferred stock, which remained ten million (10,000,000) shares of preferred stock, $0.001 par value per share; (b) the rights of our Board of Directors to designate the rights and preferences of such preferred stock (as further described in our Articles of Amendment, as amended); or (c) the previously designated series of our preferred stock. On April 13, 2017, the Company filed the Amendment with the Nevada Secretary of State, which became effective on the same date. On April 12, 2017, pursuant to a Note Purchase Agreement, we sold a 10% Convertible Debenture in the principal amount of $32,500 (which included a $5,000 original issue discount) to Sojourn Investments, LP (“ Sojourn Sojourn Debenture The Sojourn Debenture is convertible into shares of our common stock at any time, at a conversion price equal to 58% of the average of the lowest three (3) closing prices during the prior 20 trading days. In the event we fail to deliver the shares of common stock issuable upon conversion of the debenture Sojourn At no time may the Sojourn Debenture Sojourn The Sojourn Debenture Sojourn Debenture Sojourn Debenture Sojourn Sojourn Debenture We hope to repay the Sojourn Debenture Sojourn Debenture Sojourn Debenture On April 17, 2017, we sold Carebourn a Convertible Promissory Note in the principal amount of $135,575 (the “ April 2017 Carebourn Convertible Note Periodic payments are due by us on the April 2017 Carebourn Convertible Note at the rate of $565 per day ($135,575 / 240 days)(the “ Repayment Amount The April 2017 Carebourn Convertible Note provides for standard and customary events of default such as failing to timely make payments under the April 2017 Carebourn Convertible Note when due, the failure of the Company to timely comply with the Exchange Act reporting requirements and the failure to maintain a listing on the OTCQB. Additionally, upon the occurrence of certain defaults, as described in the April 2017 Carebourn Convertible Note, we are required to pay Carebourn liquidated damages in addition to the amount owed under the April 2017 Carebourn Convertible Note. The principal amount of the April 2017 Carebourn Convertible Note and all accrued interest is convertible at the option of the holder thereof into our common stock at any time following the 180th day after the April 2017 Carebourn Convertible Note was issued. The conversion price of the April 2017 Carebourn Convertible Note is equal to 50% of the average of the lowest three (3) trading prices of the Company’s common stock during the twenty trading days prior to the conversion date. In the event we fail to deliver the shares of common stock issuable upon conversion of the note within three business days of our receipt of a conversion notice, we are required to pay Carebourn $1,500 per day for each day that we fail to deliver such shares. At no time may the April 2017 Carebourn Convertible Note be converted into shares of our common stock if such conversion would result in Carebourn and its affiliates owning an aggregate of in excess of 4.99% of the then outstanding shares of our common stock. We may prepay in full the unpaid principal and interest on the April 2017 Carebourn Convertible Note, with at least 20 trading days’ notice, (a) any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the note together with accrued interest thereon; and (b) any time after the 180th day after the issuance date and prior to the 364 th The April 2017 Carebourn Convertible Note also contains customary positive and negative covenants. We hope to repay the April 2017 Carebourn Convertible Note prior to any conversion. In the event that the April 2017 Carebourn Convertible Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the April 2017 Carebourn Convertible Note is converted into common stock. On January 10, 2017, the Company issued 10,000,000 shares of its restricted common stock to its Director and COO, Thomas Witthuhn, in consideration for operations achievements relative to building the Company. On January 12, 2017, we issued 12 million shares of common stock to Beaufort Capital Partners LLC in connection with the conversion of debt. On March 22, 2017, we issued 20 million shares of common stock to Anubis Capital Partners in connection with the conversion of debt. On April 7, 2017, we issued 21,481,481 shares of common stock to Anubis Capital Partners in connection with the conversion of debt. On April 10, 2017, we issued 20 million shares of common stock to Anubis Capital Partners in connection with the conversion of debt. On February 9, 2017, the Company entered into an Advertising Services Agreement (the “ Advertising Agreement Cicero

ORGANIZATION AND BASIS OF PRE20

ORGANIZATION AND BASIS OF PRESENTATION (Policies)	12 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Business	Organization and Nature of Business Code Green Apparel Corp. (the “ Company 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.
Going Concern	Going Concern The Company has generated only limited revenues from operations since inception. Since inception, it has incurred significant losses to date, and as of December 31, 2016, has an accumulated deficit of approximately $14,500,000. 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. At December 31, 2016, the company did not have any cash equivalents.
Accounts Receivable	Accounts Receivable Accounts receivable are not collateralized and interest is not accrued on past due accounts. Periodically, management reviews the adequacy of its provision for doubtful accounts based on historical bad debt expense results and current economic conditions using factors based on the aging of its accounts receivable. After management has exhausted all collection efforts, management writes off receivables and the related reserve. Additionally, the Company may identify additional allowance requirements based on indications that a specific customer may be experiencing financial difficulties. Actual bad debt results could differ materially from these estimates.
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 ASC 605
Significant Customers	Significant Customers During the years ended December 31, 2016 and 2015 the Company had no one customer which accounted for more than 10% of the Company’s revenues.
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 based upon the quoted market price of the underlying shares.
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 December 31, 2016 and 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 – December 31, 2016 $ 1,525,135 $ — $ — $ 1,525,135 Balance at December 31, 2015 $ 824,468 Initial measurement at issuance date of the notes 431,118 Initial measurement due to insufficient shares available for issuance 561,447 Gain on conversion (55,384 ) Change in derivative liability during the year ended December 31, 2016 (236,514 ) Balance December 31, 2016 $ 1,525,135
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 December 31, 2016.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes," which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. The Company has adopted the provisions of FASB ASC 740-10-05 Accounting for Uncertainty in Income Taxes
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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 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) 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. 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 PRE21

ORGANIZATION AND BASIS OF PRESENTATION (Tables)	12 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of carrying value and fair value of derivative instruments	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 – December 31, 2016 $ 1,525,135 $ — $ — $ 1,525,135 Balance at December 31, 2015 $ 824,468 Initial measurement at issuance date of the notes 431,118 Initial measurement due to insufficient shares available for issuance 561,447 Gain on conversion (55,384 ) Change in derivative liability during the year ended December 31, 2016 (236,514 ) Balance December 31, 2016 $ 1,525,135

PROPERTY AND EQUIPMENT, NET (Ta

PROPERTY AND EQUIPMENT, NET (Tables)	12 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and equipment consists of the following: 2016 2015 Computer equipment 16,783 2,249 16,783 2,249 Less accumulated depreciation (3,821 ) (675 ) Total $ 12,962 $ 1,574

CONVERTIBLE NOTES (Tables)

CONVERTIBLE NOTES (Tables)	12 Months Ended
	Dec. 31, 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 year ended December 31, 2016: Balance at December 31, 2015 $ 824,468 Initial measurement at issuance date of the notes 431,118 Initial measurement due to insufficient shares available for issuance 561,447 Gain on conversion (55,384 ) Change in derivative liability during the year ended December 31, 2016 (236,514 ) Balance December 31, 2016 $ 1,525,135

DERIVATIVE FINANCIAL INSTRUME24

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	12 Months Ended
	Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
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 5) 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 December 31, 2016 and 2015: 2016 2015 Embedded conversion features $ 963,688 $ — Warrants — — Insufficient shares 561,447 — Derivative financial instruments $ 1,525,135 $ —

LEASE COMMITMENTS (Tables)

LEASE COMMITMENTS (Tables)	12 Months Ended
	Dec. 31, 2016
Leases [Abstract]
Schedule of future minimum rental payments	Rental expense for the years ended December 31, 2016 and 2015 was $50,784 and $23,500, respectively. Future minimum rental payments for the remaining terms are as follows: Year Ending December 31, Amount 2017 $ 45,656 2018 41,256 2019 41,256 2020 41,256 2021 3,438 Total $ 172,862

ORGANIZATION AND BASIS OF PRE26

ORGANIZATION AND BASIS OF PRESENTATION (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Defined Benefit Plan Disclosure [Line Items]
Derivative liability	$ 1,525,135	$ 824,468
Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative liability	$ 1,525,135	$ 824,468

ORGANIZATION AND BASIS OF PRE27

ORGANIZATION AND BASIS OF PRESENTATION (Details 1)	12 Months Ended
	Dec. 31, 2016USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative liability, beginning	$ 824,468
Initial measurement at issuance date of the notes	431,118
Initial measurement due to insufficient shares available for issuance	561,447
Gain on conversion	(55,384)
Change in derivative liability	(236,514)
Derivative liability, ending	$ 1,525,135

ORGANIZATION AND BASIS OF PRE28

ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Concentration Risk [Line Items]
Accumulated deficit	$ (14,540,039)	$ (11,633,455)
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Maximum [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%	10.00%

PROPERTY AND EQUIPMENT, NET (De

PROPERTY AND EQUIPMENT, NET (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Computer equipment	$ 16,783	$ 2,249
Less accumulated depreciation	(3,821)	(675)
Total	12,962	1,574
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Computer equipment	$ 16,783	$ 2,249

PROPERTY AND EQUIPMENT, NET (30

PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
Depreciation	$ 3,146	$ 450

INTANGIBLES, NET OF ACCUMULAT31

INTANGIBLES, NET OF ACCUMULATED AMORTIZATION (Details Narrative)	12 Months Ended
	Dec. 31, 2016USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets	$ 0
Impaired intangible assets	280,000
Impaired intangible assets - accumulated amortization	60,000
Loss on impairment of intangible assets	$ 220,000

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015	Jul. 31, 2016	Jun. 30, 2016
Promissory Note Payable [Member] | Asset Purchase Agreement [Member]
Short-term Debt [Line Items]
Debt face amount					$ 200,000
Accrued interest		$ 10,466	$ 0
Debt outstanding amount		$ 200,000	0
Interest rate		10.00%
Debt maturity date		Jun. 23, 2018
12% Promissory Note Payable Due December 31, 2016 [Member]
Short-term Debt [Line Items]
Debt face amount				$ 82,500
Accrued interest		$ 8,945	0
Debt outstanding amount		82,500	0
Original issue debt discount				$ 7,500
12% Promissory Note Payable [Member]
Short-term Debt [Line Items]
Debt face amount	$ 10,000
Accrued interest		0	0
Debt outstanding amount		$ 95	$ 0
Original issue debt discount	$ 650
Debt term	6 months

CONVERTIBLE NOTES (Details)

CONVERTIBLE NOTES (Details)	12 Months Ended
	Dec. 31, 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	$ 0.006
Maximum [Member]
Risk free interest rate	0.45%
Volatility factor	435.00%
Estimated fair value of th company's common stock	$ 0.008

CONVERTIBLE NOTES (Details 1)

CONVERTIBLE NOTES (Details 1)	12 Months Ended
	Dec. 31, 2016USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative liability, beginning	$ 824,468
Initial measurement at issuance date of the notes	431,118
Initial measurement due to insufficient shares available for issuance	561,447
Gain on conversion	(55,384)
Change in derivative liability	(236,514)
Derivative liability, ending	$ 1,525,135

CONVERTIBLE NOTES (Details Narr

CONVERTIBLE NOTES (Details Narrative)	1 Months Ended				2 Months Ended	12 Months Ended
	Dec. 31, 2016USD ($)d	Sep. 30, 2016USD ($)d	Jun. 30, 2016USD ($)d	Dec. 31, 2015USD ($)d	May 31, 2015USD ($)shares	Dec. 31, 2016USD ($)dshares	Dec. 31, 2015USD ($)d	Sep. 23, 2016USD ($)d	Jun. 15, 2016USD ($)d	Dec. 03, 2015USD ($)d
Accounts payable	$ 341,615			$ 161,473		$ 341,615	$ 161,473
Accrued and unpaid interest	120,232			77,608		120,232	77,608
Convertible debt	556,388			439,418		556,388	439,418
Change in fair value of derivative						(194,602)	(396,385)
Issuance of shares for debt						13,770	386,000
Interest Expense [Member]
Fair value of embedded derivatives	108,458	$ 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	$ 287,500					$ 287,500
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	$ 173,500
Debt interest rate	10.00%					10.00%
Common stock issued as conversion on convertible debt, shares | shares						25,000,000
Common stock issued as conversion of convertible debt						$ 212,500
Accrued and unpaid 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
Convertible Note [Member]
Debt face amount				175,000			175,000			$ 175,000
Accounts payable	$ 161,730			$ 175,000		$ 161,730	$ 175,000
Debt term							1 year
Prepayment penalty							$ 25,000
Number of trading days | d				10			10			10
Discounted market price percentage				32.50%			32.50%			32.50%
Convertible Note #2 [Member]
Debt face amount			121,325						$ 121,325
Debt interest rate	12.00%					12.00%			12.00%
Debt discount			$ 15,825
Carying amount of debt	$ 73,989			$ 0		$ 73,989	$ 0
Accrued and unpaid interest	$ 0			0		$ 0	0
Debt term			1 year
Number of trading days | d			20						20
Discounted market price percentage			50.00%						50.00%
Convertible Note #3 [Member]
Debt face amount		63,825						$ 63,825
Debt interest rate	12.00%					12.00%		12.00%
Debt discount		$ 13,825
Carying amount of debt	$ 53,481			0		$ 53,481	0
Accrued and unpaid interest	0			0		0	0
Debt term		1 year
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	20,000			50,000		20,000	50,000
Accrued and unpaid interest	$ 88,795			$ 65,581		88,795	$ 65,581
Common stock issued in conversion of convertible debt						$ 212,500

DERIVATIVE FINANCIAL INSTRUME36

DERIVATIVE FINANCIAL INSTRUMENTS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Initial measurement due to insufficient shares available for issuance	$ 561,447
Derivative financial instruments	1,525,135	$ 824,468
Convertible Promissory Notes [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Embedded conversion features	963,688
Initial measurement due to insufficient shares available for issuance	561,447
Derivative financial instruments	$ 1,525,135

LEASE COMMITMENTS (Details)

LEASE COMMITMENTS (Details)	Dec. 31, 2016USD ($)
Year Ending December 31,
2,017	$ 45,656
2,018	41,256
2,019	41,256
2,020	41,256
2,021	3,438
Total	$ 172,862

LEASE COMMITMENTS (Details Narr

LEASE COMMITMENTS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Operating Leased Assets [Line Items]
Rent expense	$ 50,784	$ 23,500
Laguna Beach Office [Member]
Operating Leased Assets [Line Items]
Term of lease	60 months
Rental payment	$ 3,438
Dallas Office [Member]
Operating Leased Assets [Line Items]
Term of lease	7 months
Rental payment	$ 2,200

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	Jun. 15, 2016	Jan. 10, 2016	Jan. 04, 2016	Dec. 07, 2015	Dec. 31, 2016	Nov. 30, 2016	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Stock issued for services								$ 767,000	$ 299,000
Stock issued for services, shares					5,000,000
Common stock issued for services					$ 25,000			767,000	119,000
Issuance of shares for cash								300,000	895,000
Issuance of shares for debt								$ 13,770	386,000
Stock Subscription Agreement [Member]
Issuance of shares for cash						$ 50,000
Issuance of shares for cash, shares						4,545,555
Series A Preferred Stock [Member]
Stock issued for services									$ 1
Stock issued for services, shares									1,000
Redemption price					$ 100			$ 100
Series B Preferred Stock [Member[
Liquidation preference					$ 10			$ 10
Converted shares issued upon conversion					100			100
Shares exchanged in exchange agreement				40,000
Issuance of shares for cash								$ 25
Issuance of shares for cash, shares								25,000
Series B Preferred Stock [Member[ | Maximum [Member]
Beneficial ownership percentage					4.99%			4.99%
Common Stock [Member]
Stock issued for services								$ 37,000	$ 8,150
Stock issued for services, shares								35,000,000	8,150,000
Shares exchanged in exchange agreement				(40,000,000)
Issuance of shares for cash								$ 4,545	$ 85,677
Issuance of shares for cash, shares								4,545,455	85,676,666
Issuance of shares for debt								$ 12,000	$ 39,660
Issuance of shares for debt, shares								12,000,000	39,660,440
Restricted Stock [Member] | Anubis Capital Partners [Member]
Stock issued as compensation		$ 140,000
Stock issued as compensation, shares		5,000,000
Mr. George J. Powell, III [Member] | Restricted Stock [Member]
Stock issued as compensation		$ 280,000
Stock issued as compensation, shares		10,000,000
Mr. Thomas Witthuhn [Member] | Restricted Stock [Member]
Stock issued as compensation		$ 280,000
Stock issued as compensation, shares		10,000,000
Unrelated parties [Member] | Restricted Stock [Member]
Stock issued for services	$ 30,000						$ 42,000
Stock issued for services, shares	5,000,000						7,000,000
Dr. Scheffey [Member]
Intrinsic value			$ 250,000
Dr. Scheffey [Member] | Stock Subscription Agreement [Member]
Issuance of shares for cash			$ 250,000
Issuance of shares for cash, shares			25,000

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Operating Loss Carryforwards [Line Items]
Deferred taxes - net operating loss carryforwards	$ 14,000,000	$ 11,000,000
Increase in valuation allowance during the period	3,000,000	1,500,000
Internal Revenue Service (IRS) [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 14,000,000	$ 11,000,000

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (14,540,039)	$ (11,633,455)

ASSET PURCHASE AGREEMENT (Detai

ASSET PURCHASE AGREEMENT (Details Narrative) - USD ($)	Jun. 23, 2016	Dec. 31, 2016
Payment for asset purchase	$ 50,000
Issuance of shares for asset purchase, shares	5,000,000
Issuance of note for asset purchase	$ 200,000
Impaired intangible assets		$ 280,000
Impaired intangible assets - accumulated amortization		$ 60,000
Promissory Note Payable [Member]
Interest rate		10.00%
Debt maturity date		Jun. 23, 2018
Debt default interest rate		12.00%
Gross profit payment (percent)		50.00%

EMPLOYMENT AGREEMENTS (Details

EMPLOYMENT AGREEMENTS (Details Narrative)	12 Months Ended
	Dec. 31, 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%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Apr. 17, 2017	Apr. 12, 2017	Apr. 10, 2017	Apr. 07, 2017	Mar. 22, 2017	Feb. 09, 2017	Jan. 12, 2017	Jan. 10, 2017	Jan. 10, 2016	Dec. 31, 2016	Dec. 31, 2015
Common stock, outstanding										404,985,101	346,439,646
Common stock, authorized										1,990,000,000	1,900,000,000
Common stock, par value (in dollars per share)										$ 0.001	$ 0.001
Isuuance of shares for services, shares										5,000,000
Restricted Stock [Member] | Anubis Capital Partners [Member]
Stock issued restricted common shares, shares									5,000,000
Series A Preferred Stock [Member]
Preferred stock, outstanding										1,000	0
Preferred stock, par value (in dollars per share)										$ 0.001	$ 0.001
Preferred stock, authorized										1,000	1,000
Isuuance of shares for services, shares											1,000
Mr. Thomas Witthuhn [Member] | Restricted Stock [Member]
Stock issued restricted common shares, shares									10,000,000
Subsequent Event [Member]
Issuance of shares for conversion of debt, shares							12,000,000
Isuuance of shares for services, shares						32,000,000
Subsequent Event [Member] | Anubis Capital Partners [Member]
Issuance of shares for conversion of debt, shares			20,000,000	21,481,481	20,000,000
Subsequent Event [Member] | Certificate of Amendment to Articles of Incorporation [Member]
Previously common stock, authorized		1,000,000,000
Previously common stock, par value (in dollars per share)reviouslycommon stock, par value (in dollars per share)		$ 0.001
Common stock, authorized		1,990,000,000
Common stock, par value (in dollars per share)		$ 0.001
Preferred stock, par value (in dollars per share)		$ 0.001
Preferred stock, authorized		10,000,000
Subsequent Event [Member] | Note Purchase Agreement [Member] | 10% Convertible Debenture Due January 12, 2018 [Member] | Sojourn Investments, LP [Member]
Debt face amount		$ 32,500
Debt original issue discount		$ 5,000
Interest rate event of default		18.00%
Descrription of conversion price terms		The Sojourn Debenture is convertible into shares of our common stock at any time, at a conversion price equal to 58% of the average of the lowest three (3) closing prices during the prior 20 trading days.
Subsequent Event [Member] | Securities Purchase Agreement [Member] | 12% April 2017 Carebourn Convertible Note Due April 17, 2018 [Member]
Debt face amount	$ 135,575
Debt original issue discount	$ 27,075
Interest rate event of default	22.00%
Descrription of conversion price terms	The conversion price of the April 2017 Carebourn Convertible Note is equal to 50% of the average of the lowest three (3) trading prices of the Company’s common stock during the twenty trading days prior to the conversion date.
Repayment of debt issuance cost	$ 8,500
Daily repayment of debt	565
Total periodic payment	$ 135,575
Number of days for repayment	240 days
Subsequent Event [Member] | Mr. George J. Powell, III & Majority Shareholder [Member] | Series A Preferred Stock [Member]
Preferred stock, outstanding		1,000
Description of ownership		Right to vote 51% of the vote on all shareholder matters.
Common stock, outstanding		89,115,016
Subsequent Event [Member] | Mr. Thomas Witthuhn [Member] | Restricted Stock [Member]
Stock issued restricted common shares, shares								10,000,000