Code Green Apparel (CGAC) 10-Q 12 Jan 18 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Jan. 04, 2018
Document And Entity Information
Entity Registrant Name	CODE GREEN APPAREL CORP
Entity Central Index Key	1,444,403
Document Type	10-Q
Trading Symbol	CGAC
Document Period End Date	Sep. 30, 2017
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 Common Stock, Shares Outstanding		1,266,215,455
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

CONDENSED BALANCE SHEETS (Unaud

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
CURRENT ASSETS
Cash	$ 32	$ 47
Accounts receivable, net		7,834
Inventory		22,831
TOTAL CURRENT ASSETS	32	30,712
Fixed assets, net	10,444	12,962
TOTAL ASSETS	10,476	43,674
CURRENT LIABILITIES
Accounts payable and accrued expenses	313,465	341,615
Accrued interest	126,904	120,232
Notes payable, current	82,500	82,595
Convertible debt payable, net of discount of $434,670 and $19,811, respectively	503,118	556,388
Derivative liability	1,899,414	1,525,135
TOTAL CURRENT LIABILITIES	2,925,401	2,625,965
Notes payable, net of current portion	200,000	200,000
TOTAL LIABILITIES	3,125,401	2,825,965
STOCKHOLDERS' DEFICIT
Common stock, par value $0.001 per share, Authorized - 4,990,000,000 shares, Issued and outstanding - 1,042,205,655 and 404,985,101 shares, respectively	1,042,205	404,985
Additional paid-in capital	11,577,661	11,352,697
Accumulated deficit	(15,734,857)	(14,540,039)
TOTAL STOCKHOLDERS' DEFICIT	(3,114,925)	(2,782,291)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	10,476	43,674
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	65
TOTAL STOCKHOLDERS' DEFICIT	$ 65	$ 65

CONDENSED BALANCE SHEETS (Unau3

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Discount on convertible debts payable	$ 434,670	$ 19,811
Preferred stock, par value (in dollars per share)	$ 0.001
Preferred stock, shares authorized	10,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	4,990,000,000	4,990,000,000
Common stock, shares issued	1,042,205,655	404,985,101
Common stock, shares outstanding	1,042,205,655	404,985,101
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	1,000
Preferred stock, shares outstanding	1,000	1,000
Series B Preferred Stock [Member[
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	9,999,000	9,999,000
Preferred stock, shares issued	65,000	65,000
Preferred stock, shares outstanding	65,000	65,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
REVENUE	$ 10,785	$ 208,884	$ 44,264	$ 237,262
COST OF GOODS SOLD	(4,142)	(173,321)	(28,770)	(197,019)
GROSS LOSS	6,643	35,563	15,494	40,243
OPERATING EXPENSES
Selling, general and administrative	108,921	148,477	530,573	750,163
TOTAL OPERATING EXPENSES	108,921	148,477	530,573	750,163
LOSS FROM OPERATIONS	(102,278)	(112,914)	(515,079)	(709,920)
OTHER INCOME (EXPENSE)
Gain on conversion of debt	17,799		59,616
Change in fair value of derivative	(105,990)	456,744	806,434	(136,960)
Derivative liability gain (expense) - insufficient shares	(260,681)	905,980	300,766
Interest expense	(469,389)	(34,607)	(1,846,555)	(66,526)
TOTAL OTHER INCOME (EXPENSE)	(818,261)	1,328,117	(679,739)	(203,486)
INCOME (LOSS) BEFORE INCOME TAXES	(920,539)	1,215,203	(1,194,818)	(913,406)
Income tax expense
NET INCOME (LOSS)	(920,539)	1,215,203	(1,194,818)	(913,406)
Discount attributable to beneficial conversion privilege of preferred stock				(250,000)
Income (Loss) applicable to common stock	$ (920,539)	$ 1,215,203	$ (1,194,818)	$ (1,163,406)
NET INCOME (LOSS) PER COMMON SHARE
Basic net incme (loss) per common share (in dollars per share)	$ 0	$ 0	$ 0	$ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic (in shares)	804,611,295	330,671,531	589,721,295	375,114,245

CONDENSED STATEMENT OF STOCKHOL

CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited) - 9 months ended Sep. 30, 2017 - 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, 2016	$ 1	$ 65	$ 404,985	$ 11,352,697	$ (14,540,039)	$ (2,782,291)
Balance, beginning, shares at Dec. 31, 2016	1,000	65,000	404,985,101
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares for services			$ 42,000	84,000		126,000
Issuance of shares for services, shares			42,000,000
Issuance of shares for conversion of convertible debt			$ 595,220	140,964		736,184
Issuance of shares for conversion of convertible debt, shares			59,220,554
Net loss					(1,194,818)	(1,194,818)
Balance, ending at Sep. 30, 2017	$ 1	$ 65	$ 1,042,205	$ 11,577,661	$ (15,734,857)	$ (3,114,925)
Balance, ending, shares at Sep. 30, 2017	1,000	65,000	1,042,205,655

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,194,818)	$ (913,406)
Adjustments to reconcile net loss to net cash used in operating activities:
Derivative liability - initial valuation	1,384,997
(Gain) loss on derivative revaluation	(806,434)	136,960
Derivative liability gain (expense) - insufficient shares	(300,766)
Gain on conversion of debt	(59,616)
Depreciation	2,518	2,307
Amortization		30,000
Common stock issued for services	126,000	117,000
Amortization of debt discount	59,939	33,371
Amortization of debt discount due to beneficial conversion feature	276,602
Changes in operating assets and liabilities:
Accounts receivable	7,834	(128,323)
Inventory	22,831	129,772
Prepaid expenses		33,387
Accounts payable and accrued expenses	(28,150)	71,819
Accrued interest	100,412	22,691
NET CASH USED IN OPERATING ACTIVITIES	(408,651)	(464,422)
CASH FLOWS FROM 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 Series B Preferred Stock		250,000
Proceeds from notes payable	574,750	202,223
Repayments on notes payable	(166,114)
NET CASH PROVIDED BY FINANCING ACTIVITIES	408,636	452,223
NET DECREASE IN CASH	(15)	(26,733)
CASH AT THE BEGINNING OF THE PERIOD	47	32,205
CASH AT THE END OF THE PERIOD	32	5,472
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	19,603	$ 11,114
Taxes paid
Noncash transactions:
Issuance of shares upon debt conversion	$ 736,184

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2017
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. Basis of Presentation The accompanying unaudited interim condensed financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“ GAAP 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 September 30, 2017, has a working capital deficit of approximately $3,000,000, and an accumulated deficit of approximately $15,700,000. 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 September 30, 2017, and 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. There was no inventory at September 30, 2017. 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 reasonably assured. It recognizes revenue in accordance with Accounting Standards Codification (“ ASC ASC 605 Stock Based Compensation The Company from time to time issues shares of common stock for services. These issuances have been valued based upon the quoted market price of the shares. Disclosure About Fair Value of Financial Instruments The Company estimates that the fair value of all financial instruments at September 30, 2017 and December 31, 2016, 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 outstanding convertible debt instruments include an exercise price “ reset ASC 815-40 Other income (expense) - gain (loss) on change in derivative liabilities. Carrying Fair Value Measurements Level 1 Level 2 Level 3 Derivative liability – December 31, 2016 $ 1,525,135 $ — $ — $ 1,525,135 Derivative liability – September 30, 2017 $ 1,899,414 $ — $ — $ 1,899,414 Balance at December 31, 2016 $ 1,525,135 Revaluation of derivative arising from insufficient shares available for issuance (300,766 ) New embedded derivatives issued with indebtedness 2,048,072 Conversion (566,593 ) Change in derivative liability during the nine months ended September 30, 2017 (806,434 ) Balance September 30, 2017 $ 1,899,414 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 16,724,126,399 potentially dilutive securities outstanding as of September 30, 2017. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “ Income Taxes, 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 ASU 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 ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU No. 2016-02 on its 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 April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing

FIXED ASSETS, NET

FIXED ASSETS, NET	9 Months Ended
	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
FIXED ASSETS, NET	NOTE 2 FIXED ASSETS, NET Fixed assets consist of the following equipment: September 30, December 31, Computer equipment $ 16,783 $ 16,783 16,783 16,783 Less accumulated depreciation (6,339 ) (3,821 ) Total $ 10,444 $ 12,962 The aggregate depreciation charge to operations was $2,518 and $2,307 for the nine months ended September 30, 2017 and 2016, respectively. The depreciation policies followed by the Company are described in Note 1.

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2017
Notes Payable [Abstract]
NOTES PAYABLE	NOTE 3 NOTES PAYABLE During June 2016, the Company issued a $200,000 promissory note in connection with the Asset Purchase Agreement, see Note 9. The note carries interest at 10% per annum and is due June 23, 2018. Total outstanding debt was $200,000 at both September 30, 2017 and December 31, 2016. The accrued interest on the note was $25,425 and $10,466 at September 30, 2017 and December 31, 2016, 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 September 30, 2017 and December 31, 2016 was $82,500 and $82,500, respectively. The accrued interest on the note was $60,899 and $8,945 at September 30, 2017 and December 31, 2016, 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 September 30, 2017 and December 31, 2016 was $0 and $95, respectively. Interest accrues at 12% and is paid daily. The accrued interest on the note was $0 and $0 at September 30, 2017 and December 31, 2016, respectively. The balance of this note was paid in February 2017. During January 2017, the Company issued a promissory note in the amount of $20,000. The note was due February 15, 2017. The note requires an interest payment of $5,000 upon repayment. The remaining balance due at September 30, 2017 and December 31, 2016 was $0 and $0, respectively. The accrued interest on the note was $0 and $0 at September 30, 2017 and December 31, 2016, respectively. The balance of this note and accrued interest was paid in April 2017.

CONVERTIBLE NOTES

CONVERTIBLE NOTES	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
CONVERTIBLE NOTES	NOTE 4 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. On June 29, 2017, Anubis Capital Partners sold $100,000 of the principal due under this note to an unrelated party. As a result, the Company issued a replacement note with the same terms to the new holder. At September 30, 2017 and December 31, 2016, $20,000 was owed in services fees, accrued interest was $11,337 and $88,795, and the outstanding convertible debt was $187,500 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 had 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. At September 30, 2017 and December 31, 2016, the remaining accrued interest on the convertible notes was $12,027 and $12,027, respectively. During December 2015, the Company issued a one-year convertible note in the amount of $175,000. The convertible note is currently in default, 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. During May 2017, the original note holder sold the note to an unrelated party. As a result, the Company issued a replacement note with the same terms to the new holder. During June 2017, the Company issued 70,119,900 shares of common stock upon conversion of $48,436 of principal amount outstanding under this convertible note. During July 2017, the Company issued 35,450,000 shares of common stock upon conversion of $3,403 of principal amount outstanding under this convertible note. During August 2017, the Company issued 76,200,000 shares of common stock upon conversion of $3,658 of principal amount outstanding under this convertible note. During September 2017, the Company issued 133,517,700 shares of common stock upon conversion of $6,409 of principal amount outstanding under this convertible note. The remaining balance due at September 30, 2017 and December 31, 2016 was $100,517 and $161,730, respectively. At September 30, 2017 and December 31, 2016, the remaining accrued interest on the convertible note was $3,532 and $0, respectively. During June 2016, the Company sold a convertible note in the principal amount of $121,325. The convertible note was 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%. During April and June 2017, the Company issued 62,498,139 shares of common stock upon conversion of $63,427 of principal amount outstanding under this convertible note. The remaining balance due at September 30, 2017 and December 31, 2016 was $0 and $73,989, respectively. Interest accrues at 12% per annum and is paid daily. During September 2016, the Company sold a one-year convertible note in the principal amount of $63,825. The convertible note is currently in default 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 September 30, 2017 and December 31, 2016 was $13,030 and $53,481, respectively. Interest accrues at 12% per annum and is paid daily. During April 2017, the Company sold Carebourn a Convertible Promissory Note in the principal amount of $135,575 (the “ April 2017 Carebourn Convertible Note During April 2017, pursuant to a Note Purchase Agreement, the Company 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 has a maturity date of January 12, 2018, provided the debenture can be repaid at any time, provided that if repaid more than 30 days after the issuance date, the Company is required to pay 130% of the principal amount of the debenture, together with accrued interest. During May 2017, the Company sold a one-year convertible note in the principal amount of $35,000. The convertible note contains an original issue discount in the amount of $3,000. 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 35%. The note was repaid in full in June 2017. The remaining balance due at September 30, 2017 was $0. Interest accrues at 12% per annum and is paid daily. The accrued interest on the note was $0 at September 30, 2017. During May 2017, the Company sold a one-year convertible note in the principal amount of $100,000. The convertible note contains an original issue discount in the amount of $9,500. 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 45%. The remaining balance due at September 30, 2017 was $100,000. Interest accrues at 10% per annum. The accrued interest on the note was $3,507 at September 30, 2017. During June 2017, the Company sold a one-year convertible note in the principal amount of $100,000. The convertible note contains an original issue discount in the amount of $11,083. The holder funded an additional $50,000 in August 2017, with an original discount of $4,167. The total purchase price of the note is $150,000 with an original discount of $15,250. The holder has the option to convert any balance of principal into common stock of the Company after 180 days from the date of funding. 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 42%. The remaining balance due at September 30, 2017 was $150,000. Interest accrues at 10% per annum. The accrued interest on the note was $2,458 at September 30, 2017. On June 29, 2017, the Company issued a replacement note in the amount of $100,000, related to the Anubis Capital Partners note dated May 1, 2014. The replacement note 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 58%. During July 2017, the Company issued 33,781,609 shares of common stock in payment of $5,878 of principal on this convertible debt. During September 2017, the Company issued 86,171,725 shares of common stock in payment of $4,998 of principal on this convertible debt. At September 30, 2017 and December 31, 2016, accrued interest was $1,916 and $0, and the outstanding convertible debt was $89,124 and $0, respectively. On June 29, 2017, the Company sold three one-year convertible notes in the principal amount of $210,000. The convertible notes contain an original issue discount in the amount of $20,000. The funds were received July 3, 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 42%. The remaining balance due at September 30, 2017 was $210,000. Interest accrues at 8% per annum. The accrued interest on the note was $4,281 at September 30, 2017. 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%. 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 matured 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 matured 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%. During April 2017, the Company sold Carebourn a Convertible Promissory Note in the principal amount of $135,575 (the “ April 2017 Carebourn Convertible Note During April 2017, pursuant to a Note Purchase Agreement, the Company sold a 10% Convertible Debenture in the principal amount of $32,500 (which included a $5,000 original issue discount) to Sojourn (the “ Sojourn Debenture The Sojourn Debenture has a maturity date of January 12, 2018, provided the debenture can be repaid at any time, provided that if repaid more than 30 days after the issuance date, the Company is required to pay 130% of the principal amount of the debenture, together with accrued interest. During May 2017, the Company sold a convertible note in the principal amount of $100,000. The convertible note is due in one year and contains an original issue discount in the amount of $9,500. 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 45%. Interest accrues at 10% per annum. During June 2017, the Company sold a convertible note in the principal amount of $100,000. The convertible note is due in one year and contains an original issue discount in the amount of $11,083. The holder funded an additional $50,000 in August with an original discount of $4,167. The total purchase price of the note is $150,000 with an original discount of $15,250. 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 42%. Interest accrues at 10% per annum. On June 29, 2017, the Company issued a replacement note in the amount of $100,000, related to the Anubis Capital Partners note dated May 1, 2014. The note 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%. On June 29, 2017, the Company sold three convertible notes in the principal amount of $210,000. The convertible notes are due in one year and contain an original issue discount in the amount of $20,000. The funds were received July 3, 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 42%. The remaining balance due at September 30, 2017 was $210,000. Interest accrues at 8% per annum. 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, $108,458, $782,714, $87,897, $67,152, $466,458, $300,415, and $343,436, respectively, were allocated between debt discount and interest expense according to the face value of the debt. During the nine months ended September 30, 2017 and 2016, $1,384,997 and $431,118, respectively, was 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 441%; (4) an expected life of the conversion feature of 365 days; and (5) estimated fair value of the Company’s common stock of $0.0001 to $0.008 per share. During the nine months ended September 30, 2017, the Company recorded a gain on fair value of derivative of $806,434. The following table represents the Company’s derivative liability activity for the nine months ended September 30, 2017: Balance at December 31, 2016 $ 1,525,135 Revaluation due to insufficient shares available for issuance (300,766 ) Valuation upon issuance of debts 2,048,072 Conversion (566,593 ) Change in derivative liability during the nine months ended September 30, 2017 (806,434 ) Balance September 30, 2017 $ 1,899,414

DERIVATIVE FINANCIAL INSTRUMENT

DERIVATIVE FINANCIAL INSTRUMENTS	9 Months Ended
	Sep. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE FINANCIAL INSTRUMENTS	NOTE 5 DERIVATIVE FINANCIAL INSTRUMENTS The following table presents the components of the Company’s derivative financial instruments associated with convertible promissory notes (See Note 4) 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 September 30, 2017 and December 31, 2016: September 30, December 31, Embedded conversion features $ 1,638,733 $ 963,688 Insufficient shares 260,681 561,447 Derivative liability $ 1,899,414 $ 1,525,135 ASC 815 Derivative and Hedging ASC 815 During the nine months ended September 30, 2017, 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	9 Months Ended
	Sep. 30, 2017
Leases [Abstract]
LEASE COMMITMENTS	NOTE 6 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 was obligated under a commercial real estate sublease agreement. The sublease was for a term of seven months which began on August 1, 2016 and expired on February 28, 2017. The lease called for current monthly rental payments of $2,200. Rental expense for the nine months ended September 30, 2017 and 2016 was $28,538 and $35,337, respectively. Future minimum rental payments for the remaining terms are as follows: Year Ending December 31, Amount 2018 – remaining three months $ 10,314 2019 41,256 2020 41,256 2021 3,438 Total $ 96,264

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2017
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 7 STOCKHOLDERS’ EQUITY Effective on August 3, 2017, George J. Powell, III, our Chief Executive Officer, Interim Chief Financial Officer, Secretary and Director, and the holder of all 1,000 shares of our outstanding Series A Preferred Stock, which provide the holder thereof the power to vote on all stockholder 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, executed a written consent in lieu of the 2017 annual meeting of stockholders (the “ Majority Stockholder Consent ● the appointment of two members to the Company’s Board of Directors (Mr. Powell and Thomas H. Witthuhn); ● the adoption of the Code Green Apparel Corp. 2017 Equity Incentive Plan; ● The filing of a Certificate of Amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s capital stock to five billion (5,000,000,000) shares, consisting of four billion nine hundred ninety million (4,990,000,000) shares of common stock, $0.001 par value per share and ten million (10,000,000) shares of preferred stock, $0.001 par value per share, without affecting or modifying the Company’s previously designated shares of preferred stock in any way (the “Amendment”); ● authority for our Board of Directors, without further stockholder approval, to effect a reverse stock split of all of the outstanding common stock of the Company, by the filing of a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada, in a ratio of between one-for-one hundred and one-for-one thousand, with the Company’s Board of Directors having the discretion as to whether or not the reverse split is to be effected, and with the exact exchange ratio of any reverse split to be set at a whole number within the above range as determined by the Board of Directors in its sole discretion, at any time before the earlier of (a) August 3, 2018; and (b) the date of the Company’s 2018 annual meeting of stockholders; ● the appointment of Soles, Heyn & Company LLP as the Company’s independent registered public accounting firm; ● an advisory vote on the frequency of an advisory vote on executive compensation; and ● an advisory vote on executive compensation. In accordance with Rule 14c-2 of the Exchange Act, the corporate actions became effective forty (40) days after the date notice of the internet availability of an Information Statement disclosing the Majority Stockholder Consent was first sent to stockholders, which date was September 25, 2017. On December 21, 2017, the Amendment was filed with, and became effective with the Secretary of State of Nevada. The increase in authorized shares is reflected in the balance sheets. 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 increase in authorized shares is reflected in the balance sheets. On April 13, 2017, the Company filed the April 2017 amendment with the Nevada Secretary of State, which became effective on the same date. On January 9, 2017, the Company issued 10,000,000 shares of its restricted common stock to its then newly appointed Director and COO, 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 February 9, 2017, the Company entered into an Advertising Services Agreement (the “ Advertising Agreement Cicero During the nine months ended September 30, 2017, the Company issued 59,220,554 shares of common stock in settlement of $736,184 of principal and interest indebtedness and recorded a net gain on conversion of $59,616. 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 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 a dividend in the current period and an increase in additional paid-in capital.

GOING CONCERN

GOING CONCERN	9 Months Ended
	Sep. 30, 2017
Going Concern
GOING CONCERN	NOTE 8 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 September 30, 2017, has an accumulated deficit of $15,734,857 and has a working capital deficit of $2,925,369. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue its operations is uncertain and is dependent upon its ability to implement a business plan sufficient to generate 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.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 SUBSEQUENT EVENTS During December 2017, we sold a Convertible Promissory Note to More Capital, LLC (“ More Capital During December 2017, we entered into a Securities Purchase Agreement and sold a 12% Convertible Redeemable Note in the amount of $58,200 to Adar Bays, LLC (“ Adar Bays Adar Bays Note We also entered into a second 12% Convertible Redeemable Note with Adar Bay with substantially similar terms as the Adar Bays Note (the “ 2 nd nd nd nd During December 2017, we entered into a Securities Purchase Agreement with Carebourn Capital, L.P. (“Carebourn”) and sold Carebourn a 12% Convertible Note in the principal amount of $66,700 (the “ Carebourn December 2017 Note On December 21, 2017, we filed an Amendment with the Secretary of State of Nevada to increase our authorized number of shares of common stock to 5,000,000,000. Effective on January 2, 2018, Thomas H. Witthuhn, a member of the Company’s Board of Directors and the Chief Operating Officer of the Company resigned as the Chief Operating Officer of the Company.

ORGANIZATION AND BASIS OF PRE16

ORGANIZATION AND BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“ GAAP
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 September 30, 2017, has a working capital deficit of approximately $3,000,000, and an accumulated deficit of approximately $15,700,000. 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 September 30, 2017, and 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. There was no inventory at September 30, 2017.
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 reasonably assured. It recognizes revenue in accordance with Accounting Standards Codification (“ ASC 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 based upon the quoted market price of the 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 September 30, 2017 and December 31, 2016, 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 outstanding convertible debt instruments include an exercise price “ reset ASC 815-40 Other income (expense) - gain (loss) on change in derivative liabilities. Carrying Fair Value Measurements Level 1 Level 2 Level 3 Derivative liability – December 31, 2016 $ 1,525,135 $ — $ — $ 1,525,135 Derivative liability – September 30, 2017 $ 1,899,414 $ — $ — $ 1,899,414 Balance at December 31, 2016 $ 1,525,135 Revaluation of derivative arising from insufficient shares available for issuance (300,766 ) New embedded derivatives issued with indebtedness 2,048,072 Conversion (566,593 ) Change in derivative liability during the nine months ended September 30, 2017 (806,434 ) Balance September 30, 2017 $ 1,899,414
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 16,724,126,399 potentially dilutive securities outstanding as of September 30, 2017.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “ Income Taxes, 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 ASU 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 ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU No. 2016-02 on its 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 April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing

ORGANIZATION AND BASIS OF PRE17

ORGANIZATION AND BASIS OF PRESENTATION (Tables)	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of carrying value and fair value of derivative instruments	The Company has determined that certain outstanding convertible debt instruments include an exercise price “ reset ASC 815-40 Other income (expense) - gain (loss) on change in derivative liabilities. Carrying Fair Value Measurements Level 1 Level 2 Level 3 Derivative liability – December 31, 2016 $ 1,525,135 $ — $ — $ 1,525,135 Derivative liability – September 30, 2017 $ 1,899,414 $ — $ — $ 1,899,414 Balance at December 31, 2016 $ 1,525,135 Revaluation of derivative arising from insufficient shares available for issuance (300,766 ) New embedded derivatives issued with indebtedness 2,048,072 Conversion (566,593 ) Change in derivative liability during the nine months ended September 30, 2017 (806,434 ) Balance September 30, 2017 $ 1,899,414

FIXED ASSETS, NET (Tables)

FIXED ASSETS, NET (Tables)	9 Months Ended
	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Fixed assets consist of the following equipment: September 30, December 31, Computer equipment $ 16,783 $ 16,783 16,783 16,783 Less accumulated depreciation (6,339 ) (3,821 ) Total $ 10,444 $ 12,962

CONVERTIBLE NOTES (Tables)

CONVERTIBLE NOTES (Tables)	9 Months Ended
	Sep. 30, 2017
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 441%; (4) an expected life of the conversion feature of 365 days; and (5) estimated fair value of the Company’s common stock of $0.0001 to $0.008 per share.
Schedule of derivative activity	The following table represents the Company’s derivative liability activity for the nine months ended September 30, 2017: Balance at December 31, 2016 $ 1,525,135 Revaluation due to insufficient shares available for issuance (300,766 ) Valuation upon issuance of debts 2,048,072 Conversion (566,593 ) Change in derivative liability during the nine months ended September 30, 2017 (806,434 ) Balance September 30, 2017 $ 1,899,414

DERIVATIVE FINANCIAL INSTRUME20

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	9 Months Ended
	Sep. 30, 2017
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 4) 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 September 30, 2017 and December 31, 2016: September 30, December 31, Embedded conversion features $ 1,638,733 $ 963,688 Insufficient shares 260,681 561,447 Derivative liability $ 1,899,414 $ 1,525,135

LEASE COMMITMENTS (Tables)

LEASE COMMITMENTS (Tables)	9 Months Ended
	Sep. 30, 2017
Leases [Abstract]
Schedule of future minimum rental payments	Future minimum rental payments for the remaining terms are as follows: Year Ending December 31, Amount 2018 – remaining three months $ 10,314 2019 41,256 2020 41,256 2021 3,438 Total $ 96,264

ORGANIZATION AND BASIS OF PRE22

ORGANIZATION AND BASIS OF PRESENTATION (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
Derivative liability, beginning			$ 1,525,135
Revaluation of derivative arising from insufficient shares available for issuance	$ 260,681	$ (905,980)	(300,766)
New embedded derivatives issued with indebtness			2,048,072
Conversion			(566,593)
Change in derivative liability	105,990	$ (456,744)	(806,434)	$ 136,960
Derivative liability, ending	1,899,414		1,899,414
Level 3 [Member]
Derivative liability	$ 1,899,414		$ 1,899,414		$ 1,525,135

ORGANIZATION AND BASIS OF PRE23

ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficit	$ 2,925,369
Accumulated deficit	$ (15,734,857)	$ (14,540,039)
Potentially dilutive securities	16,724,126,399

FIXED ASSETS, NET (Details)

FIXED ASSETS, NET (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Computer equipment	$ 16,783	$ 16,783
Less accumulated depreciation	(6,339)	(3,821)
Total	$ 10,444	$ 12,962

FIXED ASSETS, NET (Details Narr

FIXED ASSETS, NET (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Depreciation	$ 2,518	$ 2,307

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Jan. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jul. 31, 2016
Short-term Debt [Line Items]
Accrued interest	$ 126,904		$ 120,232
Promissory Note Payable [Member] | Asset Purchase Agreement [Member]
Short-term Debt [Line Items]
Debt face amount				$ 200,000
Accrued interest	25,425		10,466
Debt outstanding amount	200,000		$ 200,000
Interest rate			10.00%	10.00%
12% Promissory Note Payable in Default [Member]
Short-term Debt [Line Items]
Debt face amount					$ 82,500
Accrued interest	60,899		$ 8,945
Debt outstanding amount	82,500		82,500
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	0		95
Original issue debt discount				$ 650
Interest rate				12.00%
Promissory Note Payable [Member]
Short-term Debt [Line Items]
Debt face amount		$ 20,000
Accrued interest	0		0
Debt outstanding amount	0		$ 0
Interest payment	$ 5,000
Debt maturity date	Feb. 15, 2017

CONVERTIBLE NOTES (Details)

CONVERTIBLE NOTES (Details)	9 Months Ended
	Sep. 30, 2017$ / 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	$ 0.0001
Maximum [Member]
Risk free interest rate	0.45%
Volatility factor	441.00%
Estimated fair value of th company's common stock	$ 0.008

CONVERTIBLE NOTES (Details 1)

CONVERTIBLE NOTES (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liability, beginning			$ 1,525,135
Revaluation of derivative arising from insufficient shares available for issuance	$ 260,681	$ (905,980)	(300,766)
New embedded derivatives issued with indebtness			2,048,072
Conversion			(566,593)
Change in derivative liability	105,990	$ (456,744)	(806,434)	$ 136,960
Derivative liability, ending	$ 1,899,414		$ 1,899,414

CONVERTIBLE NOTES (Details Narr

CONVERTIBLE NOTES (Details Narrative) - USD ($)	1 Months Ended											2 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Aug. 31, 2017	Jul. 31, 2017	Jun. 30, 2017	Jun. 29, 2017	May 31, 2017	Apr. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Dec. 31, 2015	May 31, 2015	Jun. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 23, 2016	Jun. 15, 2016	Dec. 03, 2015	May 01, 2014
Accounts payable	$ 313,465							$ 341,615						$ 313,465
Accrued interest	126,904							120,232						126,904
Convertible debt	503,118							556,388						503,118
Issuance of shares for convertible debt														736,184
Embedded Debt Derivative [Member]
Initial fair value of embedded derivatives				$ 150,415	$ 133,436	$ 32,152	$ 647,139						$ 150,415			$ 108,458	$ 322,660	$ 227,746	$ 500,842
Interest expense derivatives														1,384,997	$ 431,118
Embedded Derivative Financial Instruments [Member]
Initial fair value of embedded derivatives					366,458		55,397
Convertible Debt - Anubis Capital Partners [Member]
Debt face amount								$ 500,000
Debt interest rate								8.00%
Common stock issued as payment of principal of debt, shares											25,000,000
Common stock issued as payment of principal of debt											$ 212,500
Convertible debt	$ 187,500							$ 287,500						$ 187,500
Discounted market price percentage	50.00%													50.00%
Convertible Debt - Anubis Capital Partners [Member] | Unrelated Party [Member]
Sale of debt					100,000
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
Issuance of shares for convertible debt, shares												14,660,440
Issuance of shares for convertible debt												$ 173,500
Discounted market price percentage	50.00%													50.00%
Convertible Note [Member]
Debt face amount											$ 175,000
Accounts payable	$ 100,517							161,730						$ 100,517
Accrued interest	$ 3,532							$ 0						3,532
Debt term											1 year
Issuance of shares for convertible debt, shares	133,517,700	76,200,000	35,450,000	70,119,900				12,000,000
Issuance of shares for convertible debt	$ 6,409	$ 3,658	$ 3,403	$ 48,436				$ 13,770
Prepayment penalty											$ 25,000
Number of trading days											10 days
Discounted market price percentage											32.50%
Convertible Note #2 [Member]
Debt face amount										$ 121,325
Debt interest rate										12.00%
Debt discount										$ 15,825
Carying amount of debt	0							73,989						0
Debt term										1 year
Issuance of shares for convertible debt, shares													62,498,139
Issuance of shares for convertible debt													$ 63,427
Number of trading days										20 days
Discounted market price percentage										50.00%
Carebourn Convertible Note [Member]
Debt face amount							$ 135,575
Debt interest rate							12.00%
Debt default interest rate							22.00%
Debt discount							$ 27,075
Accrued interest	0													0
Convertible debt	55,117													55,117
Debt maturity date							Apr. 17, 2018
Number of trading days							20 days
Discounted market price percentage							50.00%
Costs paid with note sale							$ 8,500
Sojourn Debenture [Member]
Debt face amount							$ 32,500
Debt interest rate							10.00%
Debt default interest rate							18.00%
Debt discount							$ 5,000
Accrued interest	1,523													1,523
Convertible debt	32,500													32,500
Debt maturity date							Jan. 12, 2018
Number of trading days							20 days
Discounted market price percentage							42.00%
Percent of principle for repayment after issuance							130.00%
Convertible Note #6 [Member]
Debt face amount						$ 35,000
Debt interest rate						12.00%
Debt discount						$ 3,000
Accrued interest	0													0
Convertible debt	$ 0													$ 0
Debt term						1 year
Number of trading days						20 days
Discounted market price percentage						35.00%
Convertible Note #7 [Member]
Debt face amount						$ 100,000
Debt interest rate	10.00%					1.20%								10.00%
Debt discount						$ 9,500
Accrued interest	$ 3,507													$ 3,507
Convertible debt	100,000													100,000
Debt term						1 year
Number of trading days						20 days
Discounted market price percentage						45.00%
Convertible Note #8 [Member]
Debt face amount	$ 150,000	50,000		$ 100,000									$ 100,000	$ 150,000
Debt interest rate	10.00%			1.20%									1.20%	10.00%
Debt discount	$ 15,250	$ 4,167		$ 11,083									$ 11,083	$ 15,250
Accrued interest	2,458													2,458
Convertible debt	150,000													150,000
Debt term				1 year
Number of trading days				20 days
Discounted market price percentage				42.00%									42.00%
Three Convertible Note #9 [Member]
Debt face amount	$ 210,000				210,000									$ 210,000
Debt interest rate	8.00%													8.00%
Debt discount	$ 4,281				$ 20,000									$ 4,281
Debt term					1 year
Number of trading days					20 days
Discounted market price percentage					42.00%
Convertible Debt - Anubis Capital Partners [Member]
Debt face amount					$ 100,000
Debt interest rate					8.00%
Accrued interest	1,916							0						1,916
Convertible debt	$ 89,124							0						89,124
Debt term					1 year
Issuance of shares for convertible debt, shares	86,171,725		33,781,609
Issuance of shares for convertible debt	$ 4,998		$ 5,878
Number of trading days					20 days
Discounted market price percentage					58.00%
Convertible Note #3 [Member]
Debt face amount									$ 63,825						$ 63,825
Debt interest rate									12.00%						12.00%
Debt discount									$ 13,825						$ 13,825
Convertible debt	13,030							53,481						13,030
Debt term									1 year
Number of trading days									20 days
Discounted market price percentage									50.00%						50.00%
Anubis Capital Partners [Member]
Montly payment for fees														2,500
Accounts payable	20,000							20,000						20,000
Accrued interest	$ 11,337							$ 88,795						$ 11,337
Number of trading days														20 days

DERIVATIVE FINANCIAL INSTRUME30

DERIVATIVE FINANCIAL INSTRUMENTS (Details) - Fair Value, Measurements, Recurring [Member] - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Derivative liability	$ 1,899,414	$ 1,525,135
Embedded Debt Derivative [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Derivative liability	1,638,733	963,688
Insufficent Shares [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Derivative liability	$ 260,681	$ 561,447

LEASE COMMITMENTS (Details)

LEASE COMMITMENTS (Details)	Dec. 31, 2016USD ($)
Year Ending December 31,
2018 - remaining six months	$ 10,314
2,019	41,256
2,020	41,256
2,021	3,438
Total	$ 96,264

LEASE COMMITMENTS (Details Narr

LEASE COMMITMENTS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Operating Leased Assets [Line Items]
Rent expense	$ 28,538	$ 35,337
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 ($)	Feb. 09, 2017	Jan. 09, 2017	Jan. 04, 2016	Dec. 07, 2015	Sep. 30, 2017	Aug. 03, 2017	Apr. 12, 2017	Apr. 11, 2017	Dec. 31, 2016	May 22, 2015
Number of authorized shares					5,000,000,000
Common stock, shares authorized					4,990,000,000		1,990,000,000	1,000,000,000	4,990,000,000
Common stock, par value (in dollars per share)					$ 0.001		$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares authorized					10,000,000
Preferred stock, par value (in dollars per share)					$ 0.001
Reverse stock split					one-for-one hundred and one-for-one thousand
Stock issued for services	$ 96,000				$ 126,000
Stock issued for services, shares	32,000,000
Issuance of shares for debt					736,184
Advertising expense					96,000
Amount of debt converted into shares					$ 204,863
Series A Preferred Stock [Member]
Preferred stock, shares authorized					1,000				1,000
Preferred stock, par value (in dollars per share)					$ 0.001				$ 0.001
Stock issued for services, shares
Redemption price										$ 100
Beneficial ownership percentage										51.00%
Series B Preferred Stock [Member[
Preferred stock, shares authorized					9,999,000				9,999,000
Preferred stock, par value (in dollars per share)					$ 0.001				$ 0.001
Stock issued for services, shares
Liquidation preference				$ 10
Converted shares issued upon conversion				100
Shares exchanged in exchange agreement				40,000
Series B Preferred Stock [Member[ | Maximum [Member]
Beneficial ownership percentage				4.99%
Common Stock [Member]
Stock issued for services					$ 42,000
Stock issued for services, shares					42,000,000
Shares exchanged in exchange agreement				(40,000,000)
Issuance of shares for debt					$ 595,220
Issuance of shares for debt, shares					59,220,554
CEO and Director [Member] | Series A Preferred Stock [Member]
Stock held by majority shareholder - Series A Preferred Stock						1,000	1,000
Percent of vote on all shareholder matters						51.00%
CEO and Director [Member] | Common Stock [Member]
Percent of vote on all shareholder matters							51.00%
Shares outstanding to vote on all shareholder matters, shares							89,115,016
COO and Director [Member] | Restricted Stock [Member]
Stock issued as compensation		$ 30,000
Stock issued as compensation, shares		10,000,000
Dr. Scheffey [Member] | Series B Preferred Stock [Member[ | Stock Subscription Agreement [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 ($)	Sep. 30, 2017	Dec. 31, 2016
Going Concern Details Narrative
Accumulated deficit	$ (15,734,857)	$ (14,540,039)
Working capital deficit	$ 2,925,369

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Dec. 31, 2017	Sep. 30, 2017
Original amount of debt		$ 736,184
Subsequent Event [Member]
Increase in common shares authorized	5,000,000,000
Subsequent Event [Member] | 10% Convertible Promissory Note Due on June 13, 2018 [Member] | More Capital, LLC ("More Capital") [Member]
Original amount of debt	$ 25,000
Face amount	$ 32,200
Maturity date	Jun. 13, 2018
Original issue discount	$ 4,200
Debt interest rate	10.00%
Number of trading days	20 days
Percentage of beneficial ownership limitation	4.99%
Percentage equal to conversion price	50.00%
Discounted market price percentage	10.00%
Expenses associated with transaction	$ 3,000
Debt outstanding amount	134
Subsequent Event [Member] | 12% Convertible Redeemable Note [Member] | Adar Bays, LLC ("Adar Bays" and the "Adar Bays Note") [Member] | Securities Purchase Agreement [Member]
Face amount	$ 58,200
Maturity date	Dec. 20, 2018
Original issue discount	$ 5,700
Debt interest rate	12.00%
Number of trading days	20 days
Revise number of trading days	20 days
Percentage equal to conversion price	50.00%
Revise percentage equal to conversion price	48.00%
Percentage of holding for prohibiting conversion	9.90%
Subsequent Event [Member] | 12% Convertible Redeemable Note Due on December 20, 2018 [Member] | 2nd Adar Bays Note [Member] | Securities Purchase Agreement [Member]
Face amount	$ 52,500
Maturity date	Dec. 20, 2018
Debt interest rate	12.00%
Subsequent Event [Member] | 12% Convertible Redeemable Note Due on December 18, 2018 [Member] | Carebourn Capital, L.P. [Member] | Securities Purchase Agreement [Member]
Face amount	$ 66,700
Maturity date	Dec. 18, 2018
Original issue discount	$ 8,700
Debt interest rate	12.00%
Number of trading days	20 days
Percentage equal to conversion price	50.00%
Revise percentage equal to conversion price	15.00%
Expenses associated with transaction	$ 8,000
Periodic payment	$ 278