PaySign (PAYS) 10-Q 14 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 01, 2016
Document And Entity Information
Entity Registrant Name	3PEA INTERNATIONAL, INC.
Entity Central Index Key	1,496,443
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		42,948,265
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,016

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current assets
Cash	$ 1,333,104	$ 1,389,494
Cash Restricted	8,790,072	7,063,945
Accounts Receivable	110,273	16,742
Prepaid Expenses and other assets	250,197	254,225
Total current assets	10,483,646	8,724,406
Fixed assets, net	263,536	271,967
Deposits	5,551	3,551
Intangible assets, net	1,469,813	1,264,151
Total assets	12,222,546	10,264,075
Current liabilities
Accounts payable and accrued liabilities	587,602	465,318
Customer card funding	8,790,072	7,063,945
Legal settlement payable, current portion	507,704	915,475
Stocks payable	67,268	125,987
Notes payable	173,920	174,098
Total current liabilities	10,126,566	8,744,823
Long-term liabilities
Notes payable	18,150	0
Legal settlement payable, long-term portion	0	339,183
Total long-term liabilities	18,150	339,183
Total liabilities	10,144,716	9,084,006
Stockholders' equity
Common stock; $0.001 par value; 150,000,000 shares authorized, 42,948,265 and 42,510,765 issued and outstanding at September 30, 2016 and December 31, 2015, respectively	42,948	42,511
Additional paid-in capital	6,677,881	6,579,508
Treasury stock at cost, 303,450 shares	(150,000)	(150,000)
Accumulated deficit	(4,302,364)	(5,200,412)
Total 3Pea International, Inc.'s stockholders' equity	2,268,465	1,271,607
Noncontrolling interest	(190,635)	(91,538)
Total stockholders' equity	2,077,830	1,180,069
Total liabilities and stockholders' equity	$ 12,222,546	$ 10,264,075

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Common stock par value (in Dollars per share)	$ .001	$ 0.001
Common stock shares authorized	150,000,000	150,000,000
Common stock shares issued	42,948,265	42,510,765
Common stock shares outstanding	42,948,265	42,510,765
Treasury stock shares	303,450	303,450

CONSOLIDATED STATEMENTS OF INCO

CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Revenues	$ 2,812,536	$ 2,033,548	$ 7,369,540	$ 5,943,165
Cost of revenues	1,388,590	929,007	3,682,214	2,954,871
Gross profit	1,423,946	1,104,541	3,687,326	2,988,294
Operating expenses
Depreciation and amortization	149,342	74,973	406,328	219,780
Selling, general and administrative	794,424	1,270,792	2,434,199	2,856,737
Total operating expenses	943,766	1,345,765	2,840,527	3,076,517
Income (loss) from operations	480,180	(241,224)	846,799	(88,223)
Other income (expense)
Gain on debt extinguishment	0	0	0	11,338
Other income	4,986	(5,325)	10,900	(5,325)
Legal settlement	0	(2,500,000)	0	(2,500,000)
Interest expense	(20,483)	(4,280)	(58,748)	(25,465)
Total other income (expense)	(15,497)	(2,509,605)	(47,848)	(2,519,452)
Income (loss) before provision for income taxes and noncontrolling interest	464,683	(2,750,829)	798,951	(2,607,675)
Provision for income taxes	0	0	0	0
Net income (loss) before noncontrolling interest	464,683	(2,750,829)	798,951	(2,607,675)
Net loss attributable to the noncontrolling interest	15,746	138,533	99,097	128,799
Net income (loss) attributable to 3Pea International, Inc.	$ 480,429	$ (2,612,296)	$ 898,048	$ (2,478,876)
Net income (loss) per common share - basic	$ 0.01	$ (0.06)	$ 0.02	$ (0.06)
Net income (loss) per common share - fully diluted	$ 0.01		$ 0.02
Weighted average common shares outstanding - basic	42,948,265	42,156,110	42,844,570	38,675,142
Weighted average common shares outstanding - fully diluted	43,138,279		42,991,542

CONSOLIDATED STATEMENT OF STOCK

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - 9 months ended Sep. 30, 2016 - USD ($)	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Deficit	Noncontrolling Interest	Total
Beginning balance, shares at Dec. 31, 2015	42,510,765
Beginning balance, value at Dec. 31, 2015	$ 42,511	$ 6,579,508	$ (150,000)	$ (5,200,412)	$ (91,538)	$ 1,180,069
Issuance of stock and warrant for services, shares	437,500
Issuance of stock and warrant for services, value	$ 437	98,373				98,810
Net income (loss)				898,048	(99,097)	798,951
Ending balance, shares at Sep. 30, 2016	42,948,265
Ending balance, value at Sep. 30, 2016	$ 42,948	$ 6,677,881	$ (150,000)	$ (4,302,364)	$ (90,635)	$ 2,077,830

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net income (loss)	$ 898,048	$ (2,478,876)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Change in noncontrolling interest	(99,097)	(128,799)
Depreciation and amortization	406,328	219,780
Stock based compensation	40,091	199,805
Gain on debt extinguishment	0	(11,338)
Changes in operating assets and liabilities:
Change in restricted cash	(1,726,127)	295,353
Change in accounts receivable	(93,531)	61,329
Change in prepaid expenses	4,028	40,173
Change in other assets	(2,000)	0
Change in accounts payable and accrued liabilities	237,511	(340,698)
Change in customer card funding	1,726,127	(295,353)
Change in legal settlement payable	(746,954)	2,500,000
Change in stock payable	0	116,887
Net cash provided by operating activities	644,424	178,264
Cash flows from investing activities:
Purchase of fixed assets	(52,111)	(119,586)
Purchase of intangible assets	(551,448)	(502,553)
Net cash used in investing activities	(603,559)	(622,139)
Cash flows from financing activities:
Proceeds from borrowing on note payable	29,053	0
Payments in notes payable - related party	0	(700,440)
Payments on notes payable	(126,308)	(147,524)
Net cash used in financing activities	(97,255)	(847,964)
Net change in cash	(56,390)	(1,291,839)
Cash, beginning of period	1,389,494	3,886,968
Cash, end of period	1,333,104	2,595,129
Supplemental cash flow information:
Issuance of common stock for satisfaction of stocks payable	58,719	0
Non-cash financing activities:
Transfer of accrued interest from accrued liabilities to notes payable	$ 115,227	$ 0

1. BASIS OF PRESENTATION AND SU

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES	The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10-K for the year ended December 31, 2015. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumption are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company’s financial position and results of operations. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. About 3PEA International, Inc. 3PEA International, Inc. is a vertically integrated provider of innovative prepaid card programs and processing services for corporate, consumer and government applications. Our payment solutions are utilized by our corporate customers as a mean to increase customer loyalty, reduce administration costs and streamline operations. Public sector organizations can utilize our solutions to disburse public benefits or for internal payments. We market our prepaid debit card solutions under our PaySign ® We have developed prepaid card programs for healthcare reimbursement payments, pharmaceutical co-pay assistance, plasma donor compensation and corporate incentive and rewards, including incentive payment solutions for the automotive industry. We plan to expand our product offering to include payroll cards, general purpose re-loadable cards, travel cards, and expense reimbursement cards. Our cards are offered to end users through our relationships with bank issuers. Our proprietary PaySign ® We manage all aspects of the debit card lifecycle, from managing the card design and approval processes with partners and associations, to production, packaging, distribution, and personalization. We also oversee inventory and security controls, renewals, lost and stolen card management and replacement. We deploy a fully staffed, in-house customer service department which utilizes bi-lingual customer service agents, Interactive Voice Response (IVR), SMS alerts and two SMS messaging. Principles of consolidation Use of estimates Restricted cash Goodwill and intangible assets For intangible assets, we recognize an impairment loss if the carrying amount of the intangible asset is not recoverable and exceeds fair value. The carrying amount of the intangible asset is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. Revenue and expense recognition We generate the following types of revenues: · Administration and usage fees, charged to our prepaid card clients when our programs are created, distributed or reloaded. Such revenues are recognized when such services are performed. · Transaction fees, paid by the applicable networks and passed through by our card issuing banks when our cards are used in a purchase or ATM transaction. Such revenues are recognized when such services are performed. · Maintenance, administration, transaction fees, charged to a card and not under any multiple element arrangements. Such revenues are recognized when such services are performed. · Program maintenance management fees charged to our clients. Such revenues are not under any multiple element arrangements and are recognized when such services are performed. · Software development and consulting services to our clients. Such revenues are recognized in accordance with ASC 985-605. The Company records all revenues on gross basis in accordance with ASC 605-45 since it is the primary obligor and establishes the price in the revenue arrangement. The Company is currently under no obligation for refunding any fees or has any obligations for disputed claim settlements. Earnings (loss) per share

2. FIXED ASSETS

2. FIXED ASSETS	9 Months Ended
	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
FIXED ASSETS	Fixed assets consist of the following: As of As of Equipment $ 705,254 $ 660,813 Software 117,164 114,097 Furniture and fixtures 89,844 85,646 Leasehold equipment 36,499 36,499 948,761 897,055 Less: accumulated depreciation 685,225 625,088 Fixed assets, net $ 263,536 $ 271,967

3. INTANGIBLE ASSETS

3. INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	Intangible assets consist of the following: As of As of Patents and trademarks $ 34,771 $ 34,771 Platform and licenses 1,790,821 1,284,551 Kiosk development 64,802 64,802 Licenses 374,206 329,028 2,264,600 1,713,152 Less: accumulated amortization 794,787 449,001 Intangible assets, net $ 1,469,813 $ 1,264,151 Intangible assets are amortized over their useful lives ranging from periods of 5 to 15 years.

4. NOTES PAYABLE

4. NOTES PAYABLE	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
NOTES PAYABLE	Notes payable consist of the following: As of As of Note payable due to a shareholder of the Company, bearing interest at 8%, due on demand and unsecured. $ 153,920 $ 150,000 Notes payable due to various equipment finance companies bearing interest from 12.89% to 15.14%. 38,150 24,098 192,070 174,098 Less: non-current portion 18,150 – $ 173,920 $ 174,098

5. COMMON STOCK

5. COMMON STOCK	9 Months Ended
	Sep. 30, 2016
Equity [Abstract]
COMMON STOCK	At September 30, 2016, the Company's authorized capital stock was 150,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. On that date, the Company had outstanding 42,948,265 shares of common stock, and no shares of preferred stock. 2016 Transactions · 437,500 shares of common stock for current services rendered and prior services which had previously been recorded as stocks payable totaling $98,810 or $0.23 per share (average cost). 2015 Transactions · 616,659 shares of common stock issued for various services valued at $199,805. · 12,500 shares of common stock for prior services which had previously been recorded as accrued liability for $2,694 in 2014. · 200,000 shares of common stock for prior services which had previously been recorded as accrued liability for $65,211 or $0.18 per share. · 5,000,000 shares of common stock issued related to a previously recorded stock payable for $680,000 or $0.14 per share. Stock and Warrant Grants: In March 2015, the Company granted 200,000 shares of common stock along with 200,000 warrants to a consultant. The shares were valued at $30,600 or $0.16 per share (including a 15% discount of fair market value due to these shares being restricted and lacking market liquidity). The warrants were valued at $34,611, using the Black-Scholes options pricing model under the following assumptions: stock price at issuance of $0.18 per share; exercise price of $0.25, 3 year life; discount rate of 2.00%; and volatility rate of 245%. The 200,000 shares and 200,000 warrants granted have a vesting period of six months and were fully vested as of September 30, 2016. The approximate value vested during the three and nine months ended September 30, 2015 was $28,000 and $62,000. As of September 30, 2016, the 200,000 shares and 200,000 warrants granted have been issued. In August 2014, the Company granted 150,000 shares of common stock to a consultant with a total value of $25,500 or $0.17 per share (including a 15% discount of fair market value due to these shares being restricted and lacking market liquidity). The 150,000 shares granted have a vesting period of three years of which twenty six months have vested as of September 30, 2016. The approximate value vested for the three and nine months ended September 30, 2015 and 2016 were $2,000 and $6,000, and $2,100 and $6,300 respectively. As of September 30, 2016, 100,000 shares granted have been issued. In September 2014, the Company granted 150,000 shares of common stock along with 150,000 Class A warrants and 150,000 Class B warrants to an advisory board member. The shares were valued at $19,250 or $0.13 per share (including a 15% discount of fair market value due to these shares being restricted and lacking market liquidity. The warrants were valued at $42,761, using the Black-Scholes options pricing model under the following assumptions: stock price at issuance of $0.15 per share; exercise price of $0.25 for the Class A warrants and $0.50 for the Class B warrants, 3 year life; discount rate of 2.00 %; and volatility rate of 245%. The 150,000 shares and 300,000 warrants granted vest over a 3 year period, at 50,000 shares and 100,000 warrants per year of which twenty five months have vested as of September 30, 2016. The approximate value vested for the three and nine months ended September 30, 2015 and 2016 were $5,000 and $15,000, and $5,100 and $15,300, respectively. As of September 30, 2016, none of the 150,000 shares or 300,000 warrants granted have been issued. In September 2014, the Company granted 200,000 shares of common stock along with 200,000 warrants to a consultant. The shares were valued at $30,600 or $0.16 per share (including a 15% discount of fair market value due to these shares being restricted and lacking market liquidity). The warrants were valued at $34,611, using the Black-Scholes options pricing model under the following assumptions: stock price at issuance of $0.18 per share; exercise price of $0.25, 3 year life; discount rate of 2.00 %; and volatility rate of 245%. The 150,000 shares and 200,000 warrants granted have a vesting period of six months and were fully vested as September 30, 2016. During the nine months ended September 30, 2016, the company issued the 200,000 shares and warrant for 200,000 shares of common stock. On October 17, 2014, the Company granted 150,000 shares of common stock to an advisory board member with a total value of $32,400 or $0.21 per share (including a 10% discount of fair market value due to these shares being restricted and lacking market liquidity). The 150,000 shares granted vest over a 3 year period, at 50,000 shares per year of which twenty three months have vested as of September 30, 2016. The approximate value vested for the three and nine months ended September 30, 2015 and 2016 were $3,000 and $8,000, and $2,700 and $8,100, respectively. As of September 30, 2016, 87,500 of the shares previously vested have been issued and the remaining 62,500 shares granted have not been issued. In October 2013, the Company granted 300,000 shares of common stock to an employee of the Company with a total value of $38,250 or $0.15 per share (including a 15% discount of fair market value due to these shares being restricted and lacking market liquidity). The 300,000 shares granted have a vesting period of three years of which all have been fully vested as of September 30, 2016. The approximate value vested for the three and nine months ended September 30, 2016 and 2015 was $3,000 and $9,000, respectively. A payable has been recorded for the vested amount that remains unissued as of September 30, 2016. As of September 30, 2016, 200,000 shares granted have been issued. In November 2014, the Company issued a warrant for 100,000 shares of common stock as part of an issuance of note payable totaling $100,000. The warrant has an exercise price of $0.50 and life of three years. In August 2012, the Company granted a total of 5,000,000 shares of common stock to various officers and directors of the Company with a total value of $680,000 or $0.14 per share (including a 15% discount of fair market value due to these shares being restricted and lacking market liquidity). The 5,000,000 shares granted had a vesting period of five years of which all have been fully vested as of December 31, 2014. The approximate value vested for the year ended December 31, 2014 was $680,000 for which a payable had been recorded for the same amount as of December 31, 2014. The shares were issued in the quarter ending June 30, 2015.

6. LEGAL SETTLEMENT PAYABLE

6. LEGAL SETTLEMENT PAYABLE	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
LEGAL SETTLEMENT	On August 11, 2015, PSKW, LLC (“PSKW”) served the Company, with a complaint styled PSKW, LLC v. 3Pea International, Inc.

1. BASIS OF PRESENTATION AND 13

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES (Policies)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Principles of consolidation	Principles of consolidation
Use of estimates	Use of estimates
Restricted cash	Restricted cash
Goodwill and intangible assets	Goodwill and intangible assets For intangible assets, we recognize an impairment loss if the carrying amount of the intangible asset is not recoverable and exceeds fair value. The carrying amount of the intangible asset is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives.
Revenue and expense recognition	Revenue and expense recognition We generate the following types of revenues: · Administration and usage fees, charged to our prepaid card clients when our programs are created, distributed or reloaded. Such revenues are recognized when such services are performed. · Transaction fees, paid by the applicable networks and passed through by our card issuing banks when our cards are used in a purchase or ATM transaction. Such revenues are recognized when such services are performed. · Maintenance, administration, transaction fees, charged to a card and not under any multiple element arrangements. Such revenues are recognized when such services are performed. · Program maintenance management fees charged to our clients. Such revenues are not under any multiple element arrangements and are recognized when such services are performed. · Software development and consulting services to our clients. Such revenues are recognized in accordance with ASC 985-605. The Company records all revenues on gross basis in accordance with ASC 605-45 since it is the primary obligor and establishes the price in the revenue arrangement. The Company is currently under no obligation for refunding any fees or has any obligations for disputed claim settlements.
Earnings (loss) per share	Earnings (loss) per share

2. FIXED ASSETS (Tables)

2. FIXED ASSETS (Tables)	9 Months Ended
	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Fixed assets	As of As of Equipment $ 705,254 $ 660,813 Software 117,164 114,097 Furniture and fixtures 89,844 85,646 Leasehold equipment 36,499 36,499 948,761 897,055 Less: accumulated depreciation 685,225 625,088 Fixed assets, net $ 263,536 $ 271,967

3. INTANGIBLE ASSETS (Tables)

3. INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2016
LIABILITIES AND STOCKHOLDERS' DEFICIT
Intangible Assets	As of As of Patents and trademarks $ 34,771 $ 34,771 Platform and licenses 1,790,821 1,284,551 Kiosk development 64,802 64,802 Licenses 374,206 329,028 2,264,600 1,713,152 Less: accumulated amortization 794,787 449,001 Intangible assets, net $ 1,469,813 $ 1,264,151

4. NOTES PAYABLE (Tables)

4. NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Notes payable	As of As of Note payable due to a shareholder of the Company, bearing interest at 8%, due on demand and unsecured. $ 153,920 $ 150,000 Notes payable due to various equipment finance companies bearing interest from 12.89% to 15.14%. 38,150 24,098 192,070 174,098 Less: non-current portion 18,150 – $ 173,920 $ 174,098

2. FIXED ASSETS (Details)

2. FIXED ASSETS (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Fixed Assets Gross	$ 948,761	$ 897,055
Less: accumulated depreciation	685,225	625,088
Fixed assets, net	263,536	271,967
Equipment [Member]
Fixed Assets Gross	705,254	660,813
Software [Member]
Fixed Assets Gross	117,164	114,097
Furniture and Fixtures [Member]
Fixed Assets Gross	89,844	85,646
Leasehold Improvements [Member]
Fixed Assets Gross	$ 36,499	$ 36,499

3. INTANGIBLE ASSETS (Details)

3. INTANGIBLE ASSETS (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Intangible assets gross	$ 2,264,600	$ 1,713,152
Less: accumulated amortization	794,787	449,001
Intangible assets, net	1,469,813	1,264,151
Patents and Trademarks
Intangible assets gross	34,771	34,771
Platform And Licenses [Member]
Intangible assets gross	1,790,821	1,284,551
Kiosk
Intangible assets gross	64,802	64,802
Licenses
Intangible assets gross	$ 374,206	$ 329,028

3. INTANGIBLE ASSETS (Details N

3. INTANGIBLE ASSETS (Details Narrative)	9 Months Ended
	Sep. 30, 2016
Minimum
Intangible assets useful lives	5 years
Maximum
Intangible assets useful lives	15 years

4. NOTES PAYABLE (Details)

4. NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Notes payable	$ 192,070	$ 174,098
Less: non-current portion	18,150	0
Notes payable current portion	173,920	174,098
Note payable 1
Notes payable	153,920	150,000
Note payable 2
Notes payable	$ 38,150	$ 24,098

4. NOTES PAYABLE (Details Narra

4. NOTES PAYABLE (Details Narrative)	9 Months Ended
	Sep. 30, 2016
Note payable 2
Debt interest rate	12.89% to 15.14%
Note payable 1
Debt interest rate	8.00%

5. COMMON STOCK (Details Narrat

5. COMMON STOCK (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Authorized capital stock	150,000,000		150,000,000
Authorized capital stock par value	$ .001		$ 0.001
Preferred stock	10,000,000		10,000,000
Preferred stock par value	$ 0.001		$ 0.001
Common stock outstanding	42,948,265		42,510,765
Stock issued for services, value	$ 98,810
Current and Prior Services Rendered [Member]
Stock issued for services, shares	437,500
Stock issued for services, value	$ 98,810
Various Services [Member]
Stock issued for services, shares		616,659
Stock issued for services, value		$ 199,805
Prior Services [Member] | Accrued Liability [Member]
Stock issued for services, shares		200,000
Stock issued for services, value		$ 65,211
Prior Services [Member] | 2014 [Member]
Stock issued for services, shares		12,500
Stock issued for services, value		$ 2,694
Stock payable [Member]
Stock issued for stock payable, shares		5,000,000
Stock issued for stock payable, value		$ 680,000

6. LEGAL SETTLEMENT (Details Na

6. LEGAL SETTLEMENT (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Legal Settlement Details Narrative
Litigation settlement	$ 2,500,000
Litigation settlement payable	$ 507,704	$ 1,254,658