PaySign (PAYS) 10-Q 15 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 02, 2017
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	Mar. 31, 2017
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		43,210,765
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets
Cash	$ 1,433,505	$ 1,631,943
Cash Restricted	11,274,795	10,002,505
Accounts Receivable	106,614	110,269
Prepaid Expenses and other assets	330,276	270,634
Total current assets	13,145,190	12,015,351
Fixed assets, net	326,609	300,761
Deposits	4,551	5,551
Intangible assets, net	1,553,028	1,550,044
Total assets	15,029,378	13,871,707
Current liabilities
Accounts payable and accrued liabilities	651,038	765,596
Customer card funding	11,274,795	10,002,505
Legal settlement payable, current portion	0	254,900
Stocks payable	71,586	71,586
Notes payable	0	124,168
Total current liabilities	11,997,419	11,218,755
Long-term liabilities
Notes payable	0	27,892
Total long-term liabilities	0	27,892
Total liabilities	11,997,419	11,246,647
Stockholders' equity
Common stock; $0.001 par value; 150,000,000 shares authorized, 43,185,765 and 43,185,765 issued and outstanding at March 31, 2017 and December 31, 2016, respectively	43,186	43,186
Additional paid-in capital	6,778,174	6,726,173
Treasury stock at cost, 303,450 shares	(150,000)	(150,000)
Accumulated deficit	(3,430,219)	(3,799,613)
Total 3Pea International, Inc.'s stockholders' equity	3,241,141	2,819,746
Noncontrolling interest	(209,182)	(194,686)
Total stockholders' equity	3,031,959	2,625,060
Total liabilities and stockholders' equity	$ 15,029,378	$ 13,871,707

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
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	43,185,765	43,185,765
Common stock shares outstanding	43,185,765	43,185,465
Treasury stock shares	303,450	303,450

CONSOLIDATED STATEMENTS OF INCO

CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Revenues	$ 3,200,895	$ 2,181,359
Cost of revenues (excluding depreciation and amortization)	1,833,549	1,292,679
Gross profit	1,367,346	888,680
Operating expenses
Depreciation and amortization	215,267	123,633
Selling, general and administrative	814,277	713,894
Total operating expenses	1,029,544	837,527
Income from operations	337,802	51,153
Other income (expense)
Other income	20,096	3,831
Interest expense	0	(15,556)
Total other income (expense)	20,096	(11,725)
Income before provision for income taxes and noncontrolling interest	357,898	39,428
Provision for income taxes	3,000	0
Net income before noncontrolling interest	354,898	39,428
Net loss attributable to the noncontrolling interest	14,496	42,512
Net income attributable to 3Pea International, Inc.	$ 369,394	$ 81,940
Net income per common share - basic	$ .01	$ 0
Net income per common share - fully diluted	$ .01	$ 0
Weighted average common shares outstanding - basic	43,185,765	42,676,562
Weighted average common shares outstanding - fully diluted	44,159,996	42,676,562

CONSOLIDATED STATEMENT OF STOCK

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($)	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Deficit	Noncontrolling Interest	Total
Beginning balance, shares at Dec. 31, 2016	43,185,765
Beginning balance, value at Dec. 31, 2016	$ 43,186	$ 6,726,173	$ (150,000)	$ (3,799,613)	$ (194,686)	$ 2,625,060
Stock-based compensation		52,001				52,001
Net income (loss)				369,394	(14,496)	354,898
Ending balance, shares at Mar. 31, 2017	43,185,765
Ending balance, value at Mar. 31, 2017	$ 43,186	$ 6,778,174	$ (150,000)	$ (3,430,219)	$ (209,182)	$ 3,031,959

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net income attributable to 3Pea International, Inc.	$ 369,394	$ 81,940
Adjustments to reconcile net income to net cash provided by operating activities:
Change in noncontrolling interest	(14,496)	(42,512)
Depreciation and amortization	215,267	123,633
Stock based compensation	52,001	15,498
Changes in operating assets and liabilities:
Change in accounts receivable	3,655	(203,138)
Change in prepaid expenses	(59,642)	(97,148)
Change in deposits	1,000	(1,000)
Change in accounts payable and accrued liabilities	(114,558)	91,084
Change in customer card funding	1,272,290	610,089
Change in legal settlement payable	(254,900)	(247,186)
Net cash provided by operating activities	1,470,011	331,260
Cash flows from investing activities:
Purchase of fixed assets	(50,408)	(5,126)
Intangible assets	(193,691)	(181,520)
Net cash used in investing activities	(244,099)	(186,646)
Cash flows from financing activities:
Payments on notes payable	(152,060)	(5,938)
Net cash used in financing activities	(152,060)	(5,938)
Net change in cash and restricted cash	1,073,852	138,676
Cash and restricted cash, beginning of period	11,634,448	8,453,439
Cash and restricted cash, end of period	12,708,300	8,592,115
Supplemental cash flow information:
Interest paid	15,040	15,556
Income taxes paid	$ 3,000	$ 0

1. BASIS OF PRESENTATION AND SU

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES	The foregoing unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) 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, 2016. 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 GAAP 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 months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. 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 customers as a means 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, donor compensation and corporate incentive and rewards. We plan to expand our product offering to include payroll cards, general purpose re-loadable cards, travel cards, and expense reimbursement and per diem 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 way SMS messaging. Principles of consolidation Use of estimates Restricted cash Intangible assets Internally Developed Software Costs - For computer software developed or obtained for internal use, costs that are incurred in the preliminary project and post implementation stages of software development are expensed as incurred. Costs incurred during the application and development stage are capitalized. Capitalized costs are amortized using the straight-line method over a three year estimated useful life, beginning in the period in which the software is available for use 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 Accounting Standards Update 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 Reclassification of prior year presentation Recent Accounting Pronouncements

2. FIXED ASSETS

2. FIXED ASSETS	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
FIXED ASSETS	Fixed assets consist of the following: March 31, December 31, Equipment $ 772,355 $ 746,117 Software 117,661 117,163 Furniture and fixtures 113,471 107,141 Website Costs 10,342 – Leasehold equipment 43,499 36,499 1,057,328 1,006,920 Less: accumulated depreciation 730,719 706,159 Fixed assets, net $ 326,609 $ 300,761

3. INTANGIBLE ASSETS

3. INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	Intangible assets consist of the following: March 31, December 31, Patents and trademarks $ 34,771 $ 34,771 Platform 2,200,247 2,008,307 Kiosk 64,802 64,802 Licenses 384,165 382,414 2,683,985 2,490,294 Less: accumulated amortization 1,130,957 940,250 Intangible assets, net $ 1,553,028 $ 1,550,044 Intangible assets are amortized over their useful lives ranging from periods of 3 to 15 years.

4. NOTES PAYABLE

4. NOTES PAYABLE	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
NOTES PAYABLE	Notes payable consist of the following: March 31, December 31, Note payable due to a shareholder of the Company, bearing fixed interest at 8%, due on demand and unsecured. – 102,613 Notes payable due to an equipment finance Company bearing interest at 13.49% and 12.89%. – 49,447 – 152,060 Less: current portion – 124,165 Notes payable – long-term portion $ – $ 27,892

5. COMMON STOCK

5. COMMON STOCK	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
COMMON STOCK	At March 31, 2017, 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. As of that date, the Company had outstanding 43,185,765 shares of common stock, and no shares of preferred stock. During the three months ended March 31, 2017, the Company did not issue any shares. During the three months ended March 31, 2016, the Company issued shares of common stock as follows: · 212,500 shares of common stock for prior services which had previously been recorded as accrued liability for $28,199 or $0.13 per share Stock and Warrant Grants: In November 2016, the Company granted a total of 5,000,000 shares to certain officers and directors of the Company with a total value of $787,950 or $0.15759 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 have a quarterly vesting period of five years with the first vesting period occurring on December 31, 2016. The approximate value vested for 2017 is $39,397, for which a payable has been recorded for the same vested amount as of December 31, 2016. As of March 31, 2017, none of the shares have been issued. In November 2016, the Company granted 210,000 shares to a consultant. The shares were valued at $33,094 or $0.15759 per share (including a 15% discount of fair market value due to these shares being restricted and lacking market liquidity). The 210,000 shares have a quarterly vesting period of three years with the first vesting period occurring on December 31, 2016. The approximate value vested for 2016 is $2,758 for which a payable has been recorded for the same vested amount as of December 31, 2016. As of March 31, 2017, none of the shares have been issued 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 $0.50, 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 of which one month, and were fully vested as of March 31, 2016. As of March 31, 2017, the 200,000 shares have been issued and the warrants for 200,000 shares were granted. 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 thirty two had vested as of March 31, 2017. The approximate value vested for the three months ended March 31, 2017 and 2016 was $2,100 and $2,100, respectively As of March 31, 2017, 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 nineteen months had vested as of March 31, 2016. The approximate value vested for the three months ended March 31, 2017 and 2016 was $5,100 and $5,100, respectively. As of March 31, 2017, 112,500 of the 150,000 shares and none 300,000 warrants granted has 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 had a vesting period of six months and were fully vested as March 31, 2016. During the three months ended March 31, 2016 the company had issued the 200,000 shares and warrant for 200,000 shares of common stock. In October 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 will vest over a 3 year period, at 50,000 shares per year of which eighteen months had vested as of March 31, 2016. The approximate value vested for the three months ended March 31, 2017 and 2016 was $2,700 and $2,700, respectively. As of March 31, 2017, 112,500 of the shares previously vested have been issued. In November 2014, the Company issued a warrant for 100,000 shares of common stock as part of a debt settlement, whereby the noteholder returned 2,442,000 shares of the Company’s common stock in connection with the Company’s satisfaction of all principal and interest due on the note. The warrant has an exercise price of $0.50 and life of three years. 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 and was fully vested as of October 2016. The approximate value vested for the three months ended March 31, 2017 and 2016 was $0.00 and $3,200, respectively. As of March 31, 2017, all 300,000 shares granted have been issued.

6. LEGAL SETTLEMENT PAYABLE

6. LEGAL SETTLEMENT PAYABLE	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
LEGAL SETTLEMENT	On August 11, 2015, PSKW, LLC (“PSKW”) served the Company, with a complaint titled PSKW, LLC v. 3Pea International, Inc.

7. SUBSEQUENT EVENTS

7. SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	In April 2017, the Company issued 12,500 shares to a member of the board of advisors, which had been previously accrued for as a stock payable at March 31, 2017. In April 2017, the Company issued 12,500 shares to a member of the board of advisors, which had been previously accrued for as a stock payable at March 31, 2017.

1. BASIS OF PRESENTATION AND 14

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Principles of consolidation	Principles of consolidation
Use of estimates	Use of estimates
Restricted cash	Restricted cash
Intangible assets	Intangible assets Internally Developed Software Costs - For computer software developed or obtained for internal use, costs that are incurred in the preliminary project and post implementation stages of software development are expensed as incurred. Costs incurred during the application and development stage are capitalized. Capitalized costs are amortized using the straight-line method over a three year estimated useful life, beginning in the period in which the software is available for use 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 Accounting Standards Update 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
Reclassification of prior year presentation	Reclassification of prior year presentation
Recent Accounting Pronouncements	Recent Accounting Pronouncements

2. FIXED ASSETS (Tables)

2. FIXED ASSETS (Tables)	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Fixed assets	March 31, December 31, Equipment $ 772,355 $ 746,117 Software 117,661 117,163 Furniture and fixtures 113,471 107,141 Website Costs 10,342 – Leasehold equipment 43,499 36,499 1,057,328 1,006,920 Less: accumulated depreciation 730,719 706,159 Fixed assets, net $ 326,609 $ 300,761

3. INTANGIBLE ASSETS (Tables)

3. INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2017
LIABILITIES AND STOCKHOLDERS' DEFICIT
Intangible Assets	March 31, December 31, Patents and trademarks $ 34,771 $ 34,771 Platform 2,200,247 2,008,307 Kiosk 64,802 64,802 Licenses 384,165 382,414 2,683,985 2,490,294 Less: accumulated amortization 1,130,957 940,250 Intangible assets, net $ 1,553,028 $ 1,550,044

4. NOTES PAYABLE (Tables)

4. NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Notes payable	March 31, December 31, Note payable due to a shareholder of the Company, bearing fixed interest at 8%, due on demand and unsecured. – 102,613 Notes payable due to an equipment finance Company bearing interest at 13.49% and 12.89%. – 49,447 – 152,060 Less: current portion – 124,165 Notes payable – long-term portion $ – $ 27,892

2. FIXED ASSETS (Details)

2. FIXED ASSETS (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Fixed Assets Gross	$ 1,057,328	$ 1,006,920
Less: accumulated depreciation	730,719	706,159
Fixed assets, net	326,609	300,761
Equipment [Member]
Fixed Assets Gross	772,355	746,117
Software [Member]
Fixed Assets Gross	117,661	117,163
Furniture and Fixtures [Member]
Fixed Assets Gross	113,471	107,141
Website Costs [Member]
Fixed Assets Gross	10,342	0
Leasehold Improvements [Member]
Fixed Assets Gross	$ 43,499	$ 36,499

3. INTANGIBLE ASSETS (Details)

3. INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Intangible assets gross	$ 2,683,985	$ 2,490,294
Less: accumulated amortization	1,130,957	940,250
Intangible assets, net	1,553,028	1,550,044
Patents and Trademarks
Intangible assets gross	34,771	34,771
Platform [Member]
Intangible assets gross	2,200,247	2,008,307
Kiosk
Intangible assets gross	64,802	64,802
Licenses
Intangible assets gross	$ 384,165	$ 382,414

3. INTANGIBLE ASSETS (Details N

3. INTANGIBLE ASSETS (Details Narrative)	3 Months Ended
	Mar. 31, 2017
Minimum
Intangible assets useful lives	3 years
Maximum
Intangible assets useful lives	15 years

4. NOTES PAYABLE (Details)

4. NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Notes payable	$ 0	$ 152,060
Less: current portion	0	124,168
Notes payable - long-term portion	0	27,892
Note payable 1
Notes payable	0	102,613
Note payable 2
Notes payable	$ 0	$ 49,447

4. NOTES PAYABLE (Details Narra

4. NOTES PAYABLE (Details Narrative)	12 Months Ended
	Dec. 31, 2016
Note payable 1
Debt interest rate	8.00%
Note payable 2
Debt interest rate	13.49% and 12.89%

5. COMMON STOCK (Details Narrat

5. COMMON STOCK (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2016	Mar. 31, 2017
Authorized capital stock		150,000,000	150,000,000
Authorized capital stock par value		$ 0.001	$ .001
Preferred stock		10,000,000	10,000,000
Preferred stock par value		$ 0.001	$ 0.001
Common stock outstanding		43,185,465	43,185,765
Consultant [Member]
Stock issued for services, shares		210,000
Stock issued for services, value		$ 33,094
Prior Services [Member]
Stock issued for services, shares	212,500
Stock issued for services, value	$ 28,199

6. LEGAL SETTLEMENT (Details Na

6. LEGAL SETTLEMENT (Details Narrative)	3 Months Ended
	Mar. 31, 2017USD ($)
Legal Settlement Details Narrative
Payment of settlement	$ 254,900