Pazoo (PZOO) 10-K 7 Dec 20 2017 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 07, 2020	Jun. 30, 2017
Cover [Abstract]
Entity Registrant Name	Pazoo, Inc.
Entity Central Index Key	0001533427
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	No
Document Period End Date	Dec. 31, 2017
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2017
Entity Common Stock Shares Outstanding		2,688,214,838
Entity Public Float			$ 70,956
Document Annual Report	true
Document Transition Report	false
Entity Interactive Data Current	No

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets:
Cash	$ 73,387	$ 88,909
Other receivable	52,000	0
Prepaid expenses	4,066	5,536
Total current assets	129,453	94,445
Fixed assets, net	0	613,332
Total assets	129,453	707,777
Current liabilities:
Lines of credit	10,671	21,039
Accounts payable and accrued liabilities	1,029,387	608,332
Loans payable (related party portion $409,458 and $546,717)	436,958	615,801
Interest payable	1,820,942	1,452,102
Convertible debt, net of unamortized discounts of $161,648 and $195,827	1,379,778	983,621
Contingent consideration liabilities	713,581	713,581
Derivative liabilities	4,562,632	2,925,627
Capital lease liabilities	0	373,930
Total current liabilities	9,953,949	7,694,033
Long-term liabilities:
Long-term portion of convertible debt, net of unamortized discounts of $0, and $110,672 (related party portion $550,000 and $550,000)	1,292,500	1,401,828
Capital lease liabilities	0	136,672
Total long-term liabilities	1,292,500	1,538,500
Total liabilities	11,246,449	9,232,533
Commitments and contingencies	0	0
Stockholders' deficit:
Common stock, $0.001 par value; 2,950,000,000 shares authorized, 613,244,848 and 9,137,630 shares issued and outstanding, respectively.	613,245	9,138
Additional paid-in capital	12,503,586	12,155,641
Accumulated deficit	(24,238,840)	(20,694,148)
Total stockholders' deficit	(11,116,996)	(8,524,756)
Total liabilities and stockholders' deficit	129,453	707,777
Series A Preferred Stock [Member]
Stockholders' deficit:
Preferred stock value	215	230
Series B Preferred Stock [Member]
Stockholders' deficit:
Preferred stock value	2,150	1,762
Series C Preferred Stock [Member]
Stockholders' deficit:
Preferred stock value	2,648	2,621
Series D Preferred Stock [Member]
Stockholders' deficit:
Preferred stock value	0	0
Series E Preferred Stock [Member]
Stockholders' deficit:
Preferred stock value	$ 0	$ 0

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current liabilities:
Loans payable related party	$ 409,458	$ 546,717
Convertible debt, net of unamortized discounts	161,648	195,827
Long-term portion of convertible debt, net of unamortized discounts	0	110,672
Related party portion	$ 550,000	$ 550,000
Stockholders' deficit:
Common stock, par value	$ 0.001	$ 0.001
Common stock, share authorized	2,950,000,000	2,950,000,000
Common stock, share issued	613,244,848	9,137,630
Common stock, share outstanding	613,244,848	9,137,630
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, share authorized	50,000,000	50,000,000
Series B Preferred Stock [Member]
Stockholders' deficit:
Preferred stock, share authorized	5,000,000	5,000,000
Preferred stock, share issued	2,150,000	1,762,500
Preferred stock, share outstanding	2,150,000	1,762,500
Series A Preferred Stock [Member]
Stockholders' deficit:
Preferred stock, share authorized	10,000,000	10,000,000
Preferred stock, share issued	215,139	230,401
Preferred stock, share outstanding	215,139	230,401
Series C Preferred Stock [Member]
Stockholders' deficit:
Preferred stock, share authorized	10,000,000	10,000,000
Preferred stock, share issued	2,647,709	2,621,375
Preferred stock, share outstanding	2,647,709	2,621,375
Series D Preferred Stock [Member]
Stockholders' deficit:
Preferred stock, share authorized	12,500,000	12,500,000
Preferred stock, share issued	0	0
Preferred stock, share outstanding	0	0
Series E Preferred Stock [Member]
Stockholders' deficit:
Preferred stock, share authorized	12,500,000	12,500,000
Preferred stock, share issued	0	0
Preferred stock, share outstanding	0	0

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Revenues:
Management fees - related party	$ 0	$ 30,515
Total revenues	0	30,515
Operating expenses:
Selling, general and administrative expenses	1,600,848	2,278,768
Professional fees	551,793	664,022
Loss on impairment of license	0	1,540,207
Total operating expenses	2,152,641	4,482,997
Loss from operations	(2,152,641)	(4,452,482)
Other income/(expenses):
Gain from sale of interest in MA, net of transaction fees	1,567,201	0
Loss on derivative liabilities	(2,371,599)	(3,827,703)
Loss on debt extinguishment	624,690	2,430,259
Gain on change in fair value of contingent consideration	0	5,000
Interest expense	(1,212,268)	(2,950,548)
Total other income/(expenses)	(1,391,976)	(4,342,992)
Net loss	(3,544,617)	(8,795,474)
Series A preferred stock dividends	(75)	(76)
Net loss attributable to common stockholders	$ (3,544,692)	$ (8,795,550)
Basic and dilutive net loss per common share	$ (0.03)	$ (3.28)
Weighted average common shares outstanding - basic and diluted	117,224,982	2,678,502

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net loss	$ (3,544,617)	$ (8,795,474)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discounts	683,828	1,420,061
Depreciation	166,142	136,509
Amortization	0	50,728
Change in fair value of contingent consideration	0	(5,000)
Stock-based compensation	67,310	79,900
(Gain)/loss on derivative liabilities	2,371,599	3,827,703
(Gain)/loss on debt extinguishment	(624,690)	(2,430,259)
(Gain)/loss on impairment of intangibles	0	1,540,207
Gain from sale of interest in MA, net of transaction fees	(1,567,201)	0
Loss on settlement	0	1,146,231
Changes in operating assets and liabilities:
Accounts receivable	(52,000)	0
Prepaid expenses and other current assets	0	(1)
Accounts payable, accrued liabilities and interest payable	1,594,642	2,101,310
Net cash used in operating activities	(904,987)	(928,085)
Cash flows from financing activities:
Proceeds from convertible note	527,605	673,460
Repayments on capital leases	(85,535)	(36,685)
Repayments on convertible notes and loans	(367,765)	(175,239)
Repayments on loans payable - related party	(3,300)	0
Proceeds from loans payable	828,828	447,100
Proceeds from sale of Series C preferred stock	0	90,000
Lines of credit	(10,368)	1,539
Net cash provided by financing activities	889,465	1,000,175
Net (decrease) increase in cash and cash equivalents	(15,522)	72,090
Cash and cash equivalents beginning of period	88,909	16,819
Cash and cash equivalents end of period	73,387	88,909
Noncash Investing and Financing Activities
Common stock issued for the conversion of Series A preferred stock	2,634	34,659
Common stock issued for the conversion of Series C preferred stock	0	183,570
Debt discount due to derivative liabilities	509,592	1,233,098
Preferred shares issued for conversion of debt and interest	0	30,652
Common shares issued for conversion of debt and interest	856,559	1,042,688
Common shares issued for accrued liability	$ 0	$ 350,000

STATEMENTS OF STOCKHOLDERS DEFI

STATEMENTS OF STOCKHOLDERS DEFICIT - USD ($)	Total	Series A, Preferred Stock	Series B, Preferred Stock	Series C, Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2015		860,669	1,762,500	2,051,000
Balance, amount at Dec. 31, 2015	$ (2,468,753)	$ 861	$ 1,762	$ 2,051	$ 59	$ 9,425,188	$ (11,898,674)
Common shares issued for services, shares					240
Common shares issued for services, amount	2,400	$ 0	$ 0	$ 0	$ 0	2,400	0
Conversion of preferred stock to common stock, shares		(691,629)		(1,835,697)	872,914
Conversion of preferred stock to common stock, amount	0	$ (692)	$ 0	$ (1,836)	$ 873	1,655	0
Preferred Series A stock issued for debt conversion, shares		61,306
Preferred Series A stock issued for debt conversion, amount	30,652	$ 61	$ 0	$ 0	$ 0	30,591	0
Preferred Series A stock issued for dividends, shares		55
Preferred Series A stock issued for dividends, amount	0	$ 0	$ 0	$ 0	$ 0	0	0
Preferred Series C issued for services - non cash, shares				77,500
Preferred Series C issued for services - non cash, amount	77,500	$ 0	$ 0	$ 77	$ 0	77,423	0
Preferred Series C stock issued for cash, shares				128,572
Preferred Series C stock issued for cash, amount	90,000	$ 0	$ 0	$ 129	$ 0	89,871	0
Preferred Series C stock issued to ICPI for settlement, shares				2,200,000
Preferred Series C stock issued to ICPI for settlement, amount	1,496,231	$ 0	$ 0	$ 2,200	$ 0	1,494,031	0
Common shares issued for conversion of debt, shares					8,205,015
Common shares issued for conversion of debt, amount	1,042,688	$ 0	$ 0	$ 0	$ 8,205	1,034,483	0
Net Loss	(8,795,474)	$ 0	$ 0	$ 0	$ 0	0	(8,795,474)
Balance, shares at Dec. 31, 2016		230,401	1,762,500	2,621,375	9,137,630
Balance, amount at Dec. 31, 2016	(8,524,756)	$ 230	$ 1,762	$ 2,621	$ 9,138	12,155,641	(20,694,148)
Conversion of preferred stock to common stock, shares		(15,337)		(11,000)	2,633,700
Conversion of preferred stock to common stock, amount	0	$ (15)	$ 0	$ (11)	$ 2,634	(2,608)	0
Preferred Series A stock issued for dividends, shares		75
Preferred Series A stock issued for dividends, amount	0	$ 0	$ 0	$ 0	$ 0	75	(75)
Common shares issued for conversion of debt, shares					601,471,033
Common shares issued for conversion of debt, amount	885,067	$ 0	$ 0	$ 0	$ 601,471	283,596	0
Net Loss	$ (3,544,617)	$ 0	$ 0	$ 0	$ 0	$ 0	$ (3,544,617)
Common shares issued due to rounding for reverse split, shares					2,485	(2)
Common shares issued due to rounding for reverse split, amount					$ 2
Preferred Series B issued for services, shares	387,500		387,500
Preferred Series B issued for services, amount	$ 56,110	$ 0	$ 388	$ 0	$ 0	$ 55,722	$ 0
Preferred Series C issued for services, shares				37,334
Preferred Series C issued for services, amount	11,200	$ 0	$ 0	$ 38	$ 0	11,162	0
Balance, shares at Dec. 31, 2017		215,139	2,150,000	2,647,709	613,244,848
Balance, amount at Dec. 31, 2017	$ (11,116,996)	$ 215	$ 2,150	$ 2,648	$ 613,245	$ 12,503,586	$ (24,238,840)

DESCRIPTION OF BUSINESS, BASIS

DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2017
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Note 1 - DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Description of Business On November 22, 2017, the Company entered into a Limited Liability Membership Interest Purchase Agreement (the “Agreement”) to sell a 70% Membership Interest for the aggregate sales price of One Million Five Hundred Twenty-Three Thousand Seven Hundred Sixty-Seven and no/100 United States Dollars ($1,523,767) in the following manner: (i) Four Hundred Ninety-Two Thousand Two Hundred Twenty-Seven and 30/100 United States Dollars ($492,227), to be paid in cash; and (ii) One Million Thirty-One Thousand Five Hundred Thirty-Nine and 70/100 United States Dollars ($1,031,539), in the form of retirement of the loans extended by the Buyer as designated by Buyer in Buyer’s sole and absolute discretion, including applicable interest, default interest, late charges, and other obligations accrued in respect thereof. The Agreement also contained an option to purchase an additional 10% interest within 18 months. The option has subsequently been extended to November 22, 2020. Post sale, the Company retains 30% equity investment in MA & Associates LLC. The Company sold the remaining 10% equity interest from the November 22, 2017 on June 30, 2020. Membership Interest Agreement in MA & Associates for an aggregate total of $226,388. The total amount was in the form of retirement of the loans extended by the Buyer as designated by Buyer in Buyer’s sole and absolute discretion, including applicable interest, default interest, late charges, and other obligations accrued. The Company still maintains a 20% equity interest in MA & Associates. The Company entered the pharmaceutical testing laboratory market with their acquisitions of MA & Associates, LLC (“MA”) which will operate pharmaceutical testing laboratories in Nevada, and Harris Lee Holdings, LLC which will operate pharmaceutical testing laboratories within other states, or license testing protocols as independently owned laboratories. These pharmaceutical testing laboratories focus on providing quality control services to the medical cannabis industry. The mission is to protect the public health by providing infrastructure and analytical services to legally-authorized cannabis producers and distributors as well as to regulators. States that have legalized cannabis are developing cannabis health and safety criteria that we will fulfill through their testing laboratories. Harris Lee Holdings, LLC, due to Colorado residency requirements, entered into an advisory agreement with Harris Lee Colorado, LLC, a related party. Harris Lee Holdings, LLC has sub-licensed the testing protocols to Harris Lee Colorado, LLC in exchange for management fees for each test conducted. The Colorado MED approved the transfer of management of an existing laboratory, operating as Steep Hill Colorado, to Harris Lee Colorado, LLC (a related party) and Harris Lee Holdings, LLC has derived management fees from Harris Lee Colorado, LLC in the year ending December 31, 2016. However, because of the failure to transfer the MED license to Harris Lee Colorado, LLC, the Denver laboratory was closed by the end 2016. The Company does not expect to re-commence operations. MA, a cannabis testing laboratory in Las Vegas Nevada, officially opened for business in October 2018. It took its first revenue in December of 2018. Furthermore, the company passed its ISO 17025 accreditation and received its ISO Laboratory Certification in September of 2019. MA also passed its annual rigorous inspection by the State of Nevada’s team of State inspectors in November of 2019. Operational ramp up took longer than expected but as of now the lab is fully staffed and operational and is fully licensed to accept both recreational and medical cannabis samples for testing in Nevada. The Company currently owns a 20% equity stake in MA & Associates. Basis of Presentation The accompanying financial statements include the accounts of Pazoo, Inc. ("Pazoo" or the "Company") These financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). In March 2016, the Company effected a 1-for-100 reverse stock split of the outstanding common stock (the "Reverse Stock Split") whereby every one hundred (100) shares of outstanding common stock decreased to one (1) share of common stock. Similarly, the number of shares of common stock, par value $0.001 ("Common Stock") into which each outstanding Preferred stock, convertible debt and warrant to purchase common stock is to be exercisable decreased on a 1-for-100 basis and the exercise price of each outstanding preferred stock and warrant to purchase common stock increased proportionately. The impact of this reverse stock split has been retroactively applied to the financial statements and the related notes and all debt terms were also adjusted/effected. In January 2017, the Company filed a Form 14-C in order to effectuate a 1-for-250 reverse stock split of the outstanding common stock (the "Reverse Stock Split") whereby every two hundred and fifty (250 shares of outstanding common stock decreases to one (1) share of common stock). As of April 2017, the 1-for-250 reverse stock split was effectuated. Use of Estimates In accordance with GAAP the preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. The most significant accounting estimates inherent in the preparation of the Company's financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in the notes to the financial statements. Fixed Asset Fixed assets are presented at cost at the date of acquisition. Depreciation and amortization is calculated based on the straight-line method over the estimated useful lives of the depreciable assets, or in the case of leasehold improvements, the shorter of the lease term or the estimated useful life of the asset, a portion of which is allocated to cost of sales. Improvements are capitalized while repairs and maintenance are charged to operations as incurred. Impairment of Long-Lived Assets The Company's intangible assets and fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. The Company, due to the uncertainties surrounding the license agreement, impaired 100% of the value of the Steep Hill Labs licenses due to the purported unsubstantiated termination of the license agreements in June 2016 between Steep Hill Labs and MA & Associates, LLC and Harris Lee, LLC prior to the deconsolidation and sale of the 70% ownership position in MA. The Company strongly believes that any attempted termination of the licenses on the part of Steep Hill Labs was ineffective for many reasons, including, without limitation, Steep Hill's failure to provide key deliverables including technology, scientific know-how and lab guidance. On July 6, 2016, the Company contested the improper attempted termination of the licenses which was based on no identifiable contractual justification, and to which Steep Hill has not formally responded. Equity Method Investments We apply the equity method of accounting to investments when we have significant influence, but not controlling interest in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s proportionate share of the net income (loss) resulting from these investments is reported under the line item captioned “equity method investment (loss) income” in our Statements of Operations. The carrying value of our equity method investments is reported in equity method investments in the Balance Sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company classifies distributions received from equity method investments using the cumulative earnings approach on the Statements of Cash Flows. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. The only equity method investment at December 31, 2017 had a carrying value of $0. Fair Value of Financial Instruments The Company's financial instruments consist principally of cash and cash equivalents and accounts payable. The Company believes that the recorded values of all of its other financial instruments approximate their fair values because of their nature and respective maturity dates or durations. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows: Level 1: Level 2: Level 3: The following table sets forth by level within the fair value hierarchy the Company's financial assets and liabilities that were accounted for at fair value as December 31, 2017 and 2016. Recurring Fair Value Measurements Level 1 Level 2 Level 3 Total LIABILITIES: Derivative liability – December 31, 2017 $ - $ - $ 4,526,632 $ 4,526,632 Derivative liability – December 31, 2016 $ - $ - $ 2,925,627 $ 2,925,627 Derivative The Company has certain convertible notes outstanding at December 31, 2017 and 2016 with variable conversion rates that qualify as derivatives that need to be separately accounted for in accordance with FASB ASC 815, "Derivatives and Hedging" The Company evaluates all of 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 as charges or credits to income. For option-based derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Cash and Cash Equivalents We classify all highly liquid instruments with an original maturity of three months or less at the time of purchase as cash equivalents. Stock Based Compensation ASC 718 "Compensation - Stock Compensation" prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, which may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction is recognized as a liability; otherwise, the transaction is recognized as equity. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity-Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date, the performance completion date, or the contract date. Revenue Recognition Revenues are recognized when evidence of an agreement exists, the price is fixed or determinable, collectability is reasonably assured, and goods have been delivered or services performed. Prior to the sale of MA, the Company was paid revenue from various advertising, cannabis testing, through MA & Associates, LLC and sales and distribution of non-controlled hemp products. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. We have net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that we will not realize a future tax benefit, a valuation allowance is established. Basic and Diluted Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share reflects, in addition to the weighted average number of common shares, the potential dilution if shares of convertible preferred stock and debt were converted into shares of common stock and a corresponding accrued 5% dividend, unless the effects of such exercises and conversions would have been anti-dilutive. Potentially Dilutive Securities December 31, 2017 December 31, 2016 Convertible notes 7,868,063,321 158,168,021 Preferred series A shares & warrants 21,513,900 92,160 Preferred series B 430,000,000 1,410,000 Preferred series C 264,770,900 1,266,829 8,584,348,121 160,937,010 Advertising Expenses Costs associated with advertising are charged to expense as incurred. Recent Accounting Pronouncements In March 2016, the FASB under ASU 2016-09 issued new guidance which involves several aspects of the accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the new standard, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This ASU was effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period, however early adoption is permitted. The Company evaluated the guidance to determine the Company's adoption method and the effect it will have on the Company's consolidated financial statements and it is effective currently. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in ASU 2016-01, among other things, requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables); Eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. The amendments in this ASU are effective for non-public companies for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning December 15, 2019. Early adoption of the amendments in the ASU is permitted as early as the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material effect on the financial position and results of operations and statements of cash flows. In August 2014, the FASB issued ASU No. 2014-15 —Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The ASU requires management to evaluate whether there are conditions and events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the financial statements are issued and if management's plans will alleviate that doubt. Management will be required to make this evaluation for both annual and interim reporting periods. The Company adopted this guidance for the fiscal year ended December 31, 2016. This adoption did not have a material impact on the Company's financial statements. In September 2015, the FASB issued Accounting Standards Update (ASU) 2015-16—Business Combinations, as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The amendment eliminates the requirement to retrospectively apply adjustments made to provisional amounts recognized in a business combination. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company adopted this guidance for the year ended December 31, 2016. This guidance did not have a material effect on its financial statements. On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. This ASU permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on our financial statements and related disclosures. The Company has no revenue at this time. In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments. Currently, the accounting requirements for nonemployee and employee share-based payment transactions are significantly different. ASU 2018-07 expands the scope of Topic 718, Compensation — Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity — Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within that fiscal year. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting Other recent accounting pronouncements issued by the FASB did not or are not believed to have a material impact on our present or future financial statements.

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2017
GOING CONCERN
Note 2 - GOING CONCERN	During 2017 and 2016, the Company incurred net losses of $3,544,617 and $8,795,474, respectively and had negative cash flows from operations of $904,987 and $928,085 respectively. In addition, as of December 31, 2017, the Company had a working capital deficit of $9,824,496. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon our ability to generate sufficient cash flow and raise additional capital to meet our obligations on a timely basis and ultimately attain profitability. If the Company is unable to generate sufficient cash flow or raise additional capital in the new term, it could be forced to cease operations. The Company does not have sufficient capital for the next 12 months from the issuance of these financial statements. The Company's liquidity is highly dependent on its ability to obtain additional capital in the near future. The Company's failure to raise new capital would impair its ability to both continue its current operations and could result in its failure to continue to operate as a going concern. Substantial doubt about its ability to continue as a going concern may also create negative reactions to the price of the Company's common stock, and the Company may not be able to obtain additional financing in the future. The Company is currently exploring potential transactions. If the Company is unable to raise additional capital on terms acceptable to the Company and on a timely basis, the Company will be required to wind down its operations through liquidation, bankruptcy, or a sale of its assets. In addition, to the extent additional capital is raised through the sale of equity or convertible debt securities, such securities may be sold at a discount from the market price of the Company's common stock. The issuance of these securities could also result in significant dilution to some or all of the Company's stockholders, depending on the terms of the transaction. Subsequent to December 31, 2017 the Company was able to raise funds in the total of $178,500, $150,00 of which was earmarked for public Company filings.

ACQUISITIONS AND DECONSOLIDATIO

ACQUISITIONS AND DECONSOLIDATION	12 Months Ended
	Dec. 31, 2017
ACQUISITIONS AND DECONSOLIDATION
Note 3 - ACQUISITIONS AND DECONSOLIDATION	MA & Associates, LLC On April 8, 2014 the Company entered into a Limited Liability Company Membership Interest Purchase Agreement with MA & Associates, LLC ("MA") under which the Company agreed to acquire a 40% equity interest in MA for two testing locations in exchange for a purchase price of $2,000,000 and 150,000 shares of the Company's Series C Preferred Stock. MA was formed to become a cannabis testing laboratory within the State of Nevada. In 2014 and 2015, prior to the purchase of the remaining 60% and obtaining control as discussed below, the Company paid an aggregate of $1,321,419 of the cash portion and issued 100,000 shares of the Series C Preferred Stock. During 2015, prior to taking control through the acquisition of the remaining 60% interest, the consideration paid was originally recorded as an equity method investment, and was subsequently impaired prior to entering into the second investment agreement noted below. On June 3, 2015, the Company entered into a 2nd agreement to acquire the remaining 60% interest in MA for 1,000,000 shares of Series C preferred stock, valued at $1,000,000. In accordance with generally accepted accounting principles ("GAAP") in accounting for a step-acquisition, the Company estimated the fair value of the previously held equity method investment at $667,666, resulting in a total purchase price of approximately $1.7 million. As of December 31, 2015 the Company was still obligated to pay the remaining portion under the original 40% investment agreement, consisting of $678,000 of cash and 50,000 shares of Series C Preferred Stock (valued at $35,000 as of December 31, 2016), totaling $713,581 and included in contingent consideration liability on the accompanying balance sheet. ICPI, who is a related party, was entitled to 500,000 Series C shares as a commission for services related to the MA acquisition, of which 300,000 were issued during the year ended December 31, 2015 valued and expensed at $300,000. The remaining 200,000 shares will be issued upon achieving certain milestones in 2016. As of December 31, 2017, all remaining shares upon achieving certain milestones in 2016 were issued due to settlement to ICPI. The Company, due to the uncertainties surrounding the license agreement, impaired 100% of the value of the Steep Hill Labs licenses due to the purported unsubstantiated termination of the license agreements in June 2016 between Steep Hill Labs and MA & Associates, LLC and Harris Lee, LLC respectively. The Company strongly believes that any attempted termination of the licenses on the part of Steep Hill Labs was ineffective for many reasons, including, without limitation, Steep Hill's failure to provide key deliverables including technology, scientific know-how and lab guidance. On November 22, 2017, the Company entered into a Limited Liability Membership Interest Purchase Agreement (the “Agreement”) with MA Analytics, LLC (the “Buyer”) to sell a 70% Membership Interest in MA & Associates, LLC for the aggregate sales price of One Million Five Hundred Twenty-Three Thousand Seven Hundred Sixty-Seven and no/100 United States Dollars ($1,523,767) in the following manner: (i) Four Hundred Ninety-Two Thousand Two Hundred Twenty-Seven and 30/100 United States Dollars ($492,227), to be paid in cash; and (ii) One Million Thirty-One Thousand Five Hundred Thirty-Nine and 70/100 United States Dollars ($1,031,539), in the form of retirement of the loans extended by the Buyer as designated by Buyer in Buyer’s sole and absolute discretion, including applicable interest, default interest, late charges, and other obligations accrued in respect thereof. The Agreement also contained an option to purchase an additional 10% interest within 18 months. The option has subsequently been extended to November 22, 2020. Post sale, the Company retained a 30% equity investment in MA & Associates LLC. The Buyer exercised the option to purchase the additional 10% equity interest for an aggregate total of $226,388 on June 30, 2020. The total amount was in the form of retirement of the loans extended by the Buyer as designated by Buyer in Buyer’s sole and absolute discretion, including applicable interest, default interest, late charges, and other obligations accrued. The Company still maintains a 20% equity interest in MA & Associates. The tables below show the assets and liabilities before the 70% equity sale, at the date of the sale, and after the sale. December 31, At the December 31, 2017 Closing Date 2016 (unaudited) (unaudited) (unaudited) ASSETS Current assets: Cash $ (264 ) $ 17,798 $ 2,481 Other current assets 1,470 1,470 1,470 Total current assets 1,206 19,268 3,951 Fixed assets, net 445,805 445,805 611,947 Other assets 1,385 1,385 1,385 Total assets $ 448,396 $ 466,458 $ 617,283 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 27,865 $ - $ - Lines of credit 13,065 13,705 11,141 Total current liabilities 40,930 13,705 11,141 Long-term liabilities: Capital lease liabilities 407,983 425,067 510,602 Payable to Pazoo - 382,179 - Total long-term liabilities 407,983 807,246 510,602 Total liabilities 448,913 820,951 521,743 As of December 31, 2017, the Company was still owed $52,000 of the cash purchase price, which is reflected on the balance sheet in the other receivable balance. In conjunction with the sale transaction, the Company determined that amounts due from MA totaling $311,060 were uncollectable. The allowance for uncollectible balances from MA is reflected in the gain on sale of interest in MA. January 1, 2017 - November 22, 2017 Year Ended December 31, 2016 (unaudited) (unaudited) Operating expenses: Selling, general and administrative expenses 504,577 374,075 Total operating expenses 504,577 374,075 Other income/(expenses): Loss on impairment - 1,276,998 Total other income/(expenses) - 1,276,998 Loss from operations (504,577 ) 1,276,998 Net loss $ (504,577 ) $ (1,651,073 ) Net loss attributable to common stockholders $ (504,577 ) $ (1,651,073 ) Harris Lee Holdings, LLC Harris Lee Holdings, LLC has sub-licensed the testing protocols to Harris Lee Colorado, LLC in exchange for a management fee for each test conducted. During 2016, the Colorado MED approved the transfer of management of an existing laboratory, operating as Steep Hill Colorado, to Harris Lee Colorado, LLC (a related party) and Harris Lee Holdings, LLC has derived management fees from Harris Lee Colorado, LLC in the year ending December 31, 2016. However, because of the failure to transfer the MED license to Harris Lee Colorado, LLC, the Denver laboratory was closed by the end 2016. There are no plans to re-open the facility .

FIXED ASSETS

FIXED ASSETS	12 Months Ended
	Dec. 31, 2017
FIXED ASSETS
Note 4 - FIXED ASSETS	Fixed assets consists of the following: Fixed Assets Estimated Useful Life (in years) December 31, 2017 December 31, 2016 Cost: Equipment 3-5 $ - $ 643,195 Furniture and fixture 7 - 6,687 Leasehold improvements 3-5 - 238,620 Website 3 - 1,385 $ - $ 889,887 Accumulated depreciation and amortization (462,574 ) (276,555 ) Fixed Assets, Net $ (462,574 ) $ 613,332 Costs of assets acquired under capital leases were approximately $615,000 for the year ended December 31, 2016. The capital lease represents a total of three leases for testing equipment. The leases hold an interest rate of 0% and monthly payments are approximately $17,000 per month. The depreciation for the years ended December 31, 2017 and December 31, 2016 up to the date of deconsolidation of MA was $136,510 and $140,046 respectively. All fixed assets were sold as part of the MA sale and deconsolidation.

INTANGIBLE ASSETS GOODWILL

INTANGIBLE ASSETS GOODWILL	12 Months Ended
	Dec. 31, 2017
INTANGIBLE ASSETS GOODWILL
Note 5 - INTANGIBLE ASSETS & GOODWILL	Intangible assets as of December 31, 2016 consisted of a license agreement acquired for $307,500 from Steep Hill Labs for the right to take the Steep Hill software and methodology to states above and beyond Nevada, and the MA license derived from the acquisition of $1,345,771. During 2016, the Company impaired 100% of the Steep Hill license agreement acquired for $307,500 as well as the MA license derived from acquisition of $1,345,771. The impairment was due to the uncertainties surrounding the license agreement, as well as the purported unsubstantiated termination of the license agreements in June 2016 between Steep Hill Labs and MA & Associates, LLC and Harris Lee, LLC respectively.

LINES OF CREDIT

LINES OF CREDIT	12 Months Ended
	Dec. 31, 2017
LINES OF CREDIT
Note 6 - LINES OF CREDIT	The Company entered into a line of credit with Wells Fargo in December 2015 in the amount of $25,000. The credit line bears an interest rate of 9.75% annually, compounded daily, and there is no term on the account. There are no financial covenants and the guarantor on the account is Steve Basloe, the Company's President. The line of credit has been used for general operating expenses and was paid off in July of 2020. The Company entered into a line of credit with Wells Fargo in May 2016 in the amount of $5,000. The credit line bears an interest rate of 24.24% for the first year and then 9.75% annually, compounded daily, and there is no term on the account. There are no financial covenants. The credit has been used for general operating expenses.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2017
RELATED PARTY TRANSACTIONS
Note 7 - RELATED PARTY TRANSACTIONS	In July 2013, the Company entered into a consulting agreement with an affiliate of Mr. Basloe, a board member and President of the Company. The agreement provides for consulting on marketing-related services for the Company. The amounts paid under this agreement for the years ended December 31, 2016 and December 31, 2017 were $46,617 and $17,000, respectively. In 2016, the Company managed Harris Lee Colorado, LLC, an existing lab in Denver, Colorado, after receiving approval from the Colorado Marijuana Enforcement Division in February of 2016. Harris Lee Holdings, LLC has sub-licensed the testing protocols to Harris Lee Colorado, LLC in exchange for a management fee for each test conducted. The Colorado MED has recently approved the transfer of management of an existing laboratory, to Harris Lee Colorado, LLC (a related party) and Harris Lee Holdings, LLC has begun to derive management fees from Harris Lee Colorado, LLC. The revenue derived from these management fees for the year ended December 31, 2016 was $30,515. The laboratory is currently closed and the Company does not have plans to re-open in the near future. In August 2016, Pazoo, Inc. entered into a loan agreement with David Cunic, Former CEO, and totaling $5,000. The note has an interest rate of 0.70% and the maturity date is August 2018. As of December 2017, $0 remains outstanding. In September 2016, Pazoo, Inc. entered into a loan agreement with Steve Basloe, Company President, and totaling $2,500. The note has an interest rate of 0.70% and the maturity date is September 2018. As of December 2017, $2,500 remains outstanding. On November 22, 2017, the Company entered into a Limited Liability Membership Interest Purchase Agreement (the “Agreement”) to sell a 70% Membership Interest for the aggregate sales price of One Million Five Hundred Twenty-Three Thousand Seven Hundred Sixty-Seven and no/100 United States Dollars ($1,523,767) in the following manner: (i) Four Hundred Ninety-Two Thousand Two Hundred Twenty-Seven and 30/100 United States Dollars ($492,227); and (ii) One Million Thirty-One Thousand Five Hundred Thirty-Nine and 70/100 United States Dollars ($1,031,539), in the form of retirement of the loans extended by the Buyer as designated by Buyer in Buyer’s sole and absolute discretion, including applicable interest, default interest, late charges, and other obligations accrued in respect thereof. The buyer of the 70% interest is now considered a related party. All loans, convertible notes and accrued interest owed to the buyer, are disclosed on the face of the accompanying balance sheet, parenthetically, as related party liabilities.

CONVERTIBLE DEBT

CONVERTIBLE DEBT	12 Months Ended
	Dec. 31, 2017
CONVERTIBLE DEBT
Note 8 - CONVERTIBLE DEBT	The following table summarizes the changes in the convertible notes during 2016 and 2017: Short Term Long Term Total Balance as of January 1, 2016 - Gross $ 1,343,035 $ 992,500 $ 2,335,535 Cash additions 373,460 300,000 673,460 Interest added to notes payable 111,778 116,600 228,378 Cash payments (118,223 ) - (118,223 ) Conversions (474,777 ) - (474,777 ) Reassignments (103,400 ) 103,400 - Original issue discount 47,575 - 47,575 Total $ 1,179,448 $ 1,512,500 $ 2,691,948 Less: unamortized discount (195,827 ) (110,672 ) (306,499 ) Balance as of December 31, 2016 - Net $ 983,621 $ 1,401,828 $ 2,385,449 Add back: unamortized discount 195,827 110,672 306,499 Balance as of December 31, 2016 - Gross $ 1,179,448 $ 1,512,500 $ 2,691,948 Cash additions 527,605 - 527,605 Interest added to notes payable 63,281 - 63,281 Cash payments (305,757 ) - (305,757 ) Conversions (219,500 ) - (219,500 ) Reclassification to short-term 220,000 (220,000 ) - Original issue discount 76,348 - 76,348 Total $ 1,541,425 $ 1,292,500 $ 2,833,925 Less: unamortized discount (161,648 ) - (161,648 ) Balance as of December 31, 2017 - Net $ 1,379,778 $ 1,292,500 $ 2,672,278 The Company received $673,460 of new cash additions in the year ended December 31, 2016 In addition to the funds received, noteholders converted $474,777 during the year ended December 31, 2016 into common stock exclusive of accrued interest. Cash payments consisted of $118,223. Non-cash additions, which are due to the increase in principle for compounding interest, including accrued interest totaled $103,400 in 2016. As of December 31, 2016, the unamortized debt discounts totaled $306,499. The interest rates on the notes ranged from 8% to 12%. The Company received $527,605 of new cash additions in the year ended December 31, 2017. In addition to the funds received, noteholders converted $221,643 during the year ended December 31, 2017 into common stock exclusive of accrued interest. Non-cash additions, which are due to the increase in principle for compounding interest, including accrued interest, totaled $76,347 in 2016. As of December 31, 2017, the unamortized debt discounts totaled $184,415. The interest rates ranged between 8%-12%. The Company evaluated all convertible notes describe above under ASC 815 and determined that certain conversion features qualify as derivative liabilities (see Note 10). During the year ended December 31, 2016, the Company incurred approximately $2.4 million of a gain in debt extinguishment primarily as a result of various notes converting to equity, with the corresponding derivative liability value at the date of conversion being written .off to debt extinguishment as a gain, offset by the unamortized discount on the convertible debt at the time of conversion. During the year ended December 31, 2017, the Company incurred approximately 600 thousand of a loss in debt extinguishment primarily as a result of various notes converting to equity, with the corresponding derivative liability value at the date of conversion being written off to debt extinguishment as a gain, offset by the unamortized discount on the convertible debt at the time of conversion. In 2016, the Company modified certain convertible notes aggregating a total of $992,500 to increase the interest rate from 10% to 12% retroactively. The maturity dates of these notes were also extended by 2 years. The modification of notes was accounted for as a gain on debt extinguishment, ?included in the note above. Additionally, at December 31, 2017, all debt is past due and in default. The Company has adequately accrued all default interest and associated penalties related to these instruments. Additionally, cross default clauses exist within certain other instruments containing terms which would make the notes immediately due and payable, however no cross default clauses have been triggered as of yet. Future minimum payments owed on the outstanding debt of the Company as of December 31, 2017 are as follows: Year Ended December 31, 2018 2019 2020 2021 2022 Thereafter Total Convertible notes $ 1,541,424 $ - $ - $ 350,000 $ 942,500 $ - $ 2,833,924 Short-term non-convertible notes 436,958 - - - - - 436,958 $ 1,978,382 $ - $ - $ 350,000 $ 942,500 $ - $ 3,270,882

LOANS PAYABLE

LOANS PAYABLE	12 Months Ended
	Dec. 31, 2017
LOANS PAYABLE
Note 9 - LOANS PAYABLE	Loans Payable Short Term Long Term Total Balance as of January 1, 2016 $ 203,000 $ - $ 203,000 Cash additions 447,100 - 447,100 Interest added to notes payable 22,717 - 22,717 Cash payments (57,016 ) - (57,016 ) Balance as of December 31, 2016 $ 615,801 $ - $ 615,801 Cash additions 828,828 - 828,828 Interest added to notes payable 34,734 - 34,734 Cash payments (65,308 ) - (65,308 ) Reassigned/retired notes (see note 3) (977,097 ) - (977,097 ) Balance as of December 31, 2017 $ 436,958 $ - $ 436,958 In September 2015, Pazoo, Inc. entered into a loan note totaling $200,000 with Mark Sarna and Sarna Family Limited Partnership. The note has an interest rate of 15.0% and matured September 22, 2016. As of December 31, 2016, $222,217 still remains outstanding due to accrued interest and an increase in interest to 22.5% payable in monthly payments from the revenue from the Las Vegas laboratory and has not yet commenced. In January 2016, Pazoo, Inc. entered into a note totaling $5,000 with RBF Unlimited, LLC. The note has an interest rate of 0.70% and matures January 27, 2017. As of December 31, 2016, loan was paid back in full. In January 2016, Pazoo, Inc. entered into a loan agreement with Kabbage Loans totaling $9,100. The loan has a monthly payment consisting of $500 to the principal and $210 to fees, totaling a monthly cost of $710. The loan will be paid off in a maximum of 12 months. As of December 31, 2016, this loan was paid off. In February 2016, Pazoo, Inc. entered into a loan totaling $25,000 with LG Capital, LLC. The note has an interest of 8.0% and it matures on October 4, 2017. As of December 31, 2017, $25,000 still remains outstanding. In June 2016, Pazoo, Inc. entered into a loan agreement with Kabbage Loans totaling $35,000. The loan will be paid off in a maximum of 12 months and has a monthly payment consisting of $3,792 to the principal and $875 to fees, totaling a monthly cost of $4,667. As of December 31, 2017, $0 remains outstanding. In July 2016, Pazoo, Inc. entered into a loan agreement with Kabbage Loans totaling $7,500. The loan will be paid off in a maximum of 6 months and has a monthly payment consisting of $1,250 to the principal and $188 to fees, totaling a monthly cost of $1,438. As of December 31, 2017, $0 remains outstanding. In August 2016, Pazoo, Inc, entered into loan agreements totaling an aggregate of $96,000 with a private investor. The notes have an interest rate of 8.0% and maturity dates range from October 2016 to August 2017. As of December 31, 2017, $84,000 still remains outstanding. In August 2016, Pazoo, Inc. entered into a loan agreement with David Cunic, Company CEO, and totaling $5,000. The note has an interest rate of 0.70% and the maturity date is August 2018. As of December 2017, $0 remains outstanding. In September 2016, Pazoo, Inc. entered into a loan agreement with Kabbage Loans totaling $7,700. The loan will be paid off in a maximum of 6 months and has a monthly payment consisting of $1,284 to the principal and $193 to fees, totaling a monthly cost of $1,477. As of December 31, 2017, $0 remains outstanding. In September 2016, Pazoo, Inc. entered into a loan agreement with Steve Basloe, Company President, and totaling $2,500. The note has an interest rate of 0.70% and the maturity date is September 2018. As of December 2017, $2,500 remains outstanding. In October 2016, Pazoo, Inc, entered into loan agreements totaling an aggregate of $112,000 with a private investor. The notes have an interest rate of 8.0% and maturity dates of October 2017. As of December 31, 2017, $0 still remains outstanding. In November 2016, Pazoo, Inc, entered into loan agreements totaling an aggregate of $33,000 with a private investor. The notes have an interest rate of 8.0% and maturity dates of November 2017. As of December 31, 2017, $0 still remains outstanding. In December 2016, Pazoo, Inc, entered into loan agreements totaling an aggregate of $95,000 with a private investor. The notes have an interest rate of 8.0% and maturity dates of December 2017. As of December 31, 2017, $0 still remains outstanding. In December 2016, Pazoo, Inc. entered into a loan agreement with Kabbage Loans totaling $16,000. The loan will be paid off in a maximum of 12 months and has a monthly payment consisting of $1,334 to the principal and $400 to fees, totaling a monthly cost of $1,734. As of December 31, 2017, $0 remains outstanding. In February 2017, Pazoo, Inc. entered into a loan agreement with Kabbage Loans totaling $10,500. The loan will be paid off in a maximum of 6 months and has a monthly payment consisting of $1,575 to the principal and $437 to fees, totaling a monthly cost of $2,012. As of December 31, 2017, $0 remains outstanding. During 2017 the Company entered into 16 loan agreements totaling an aggregate of $818,328 with, a related party. The notes have an interest rate of 8.0% and initial maturity dates from March 2018 to July 2018. A portion of these loans were retired in accordance with the MA equity interest sale agreement (see note 3). As of December 31, 2017, $81,231 still remains outstanding.

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	12 Months Ended
	Dec. 31, 2017
DERIVATIVE LIABILITIES
Note 10 - DERIVATIVE LIABILITIES	Under ASC-815 the conversion options embedded in the notes payable described in Note 9 require liability classification because they do not contain an explicit limit to the number of shares that could be issued upon settlement. In addition, all of the Company's outstanding common stock warrants include price protection clauses and are accounted for as derivative liabilities. The following table summarizes the changes in the derivative liabilities during 2016 and 2017: Derivative Liability Table Balance as of December 31, 2016 $ 2,925,627 Grant date fair value 2,068,299 Extinguished (1,244,186 ) Change in fair value 812,892 Balance as of December 31, 2017 $ 4,562,632 During 2017 and 2016, the aggregate loss on derivative liabilities was $2,371,599 and $3,827,703, respectively, consisting of initial derivative expense of $1,558,707 and $2,837,538 respectively, which was in excess of debt at inception, and the change in the fair value of the derivative liabilities. The Company uses the Black Scholes Option Pricing Model to value its convertible debt and warrant derivative liabilities based upon the following assumptions: December 31, 2017 December 31, 2016 Dividend yield 0 % 0 % Expected volatility 80 % 80 % Risk-free interest rate 0.20% to 1.06 % 0.29% to 0.35 % Expected life (years) 0.00 to 0.39 0.01 to 1.38

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2017
STOCKHOLDERS' EQUITY
Note 11 - STOCKHOLDERS' EQUITY	Preferred Stock On August 14, 2015 the Company filed a Definitive Information Statement with the SEC on Form 14C with regard to changes in its capital structure. On October 1, 2015 the Company filed an Amendment to its Articles of Incorporation authorizing 50 million shares of $0.001 par value Preferred Stock. The preferred shares available for issuance are 10,000,000 Series A Convertible Preferred Stock, 5,000,000 Series B Convertible Preferred Stock, 10,000,000 Series C Convertible Preferred Stock, 12,500,000 Series D Preferred Stock, and 12,500,000 Series E Preferred Stock. The Series A Preferred Stock does not have voting rights and earns a Series A Preferred Stock dividend of 5% annually and has an expiration date of February 1, 2022. The Company shall pay the amount due on the Maturity Date in kind with shares of Common Stock. The number of shares of Common Stock to be issuable to a Holder on the Maturity Date (the "Maturity Shares") shall be equal to the quotient of (x) the aggregate Liquidation Preference for such Holder's Shares on the Maturity Date divided by (y) the Conversion Price in effect as of the Maturity Date. On or before the third (3rd) Business Day following the Maturity Date (the "Maturity Share Delivery Date"), the Company must deliver to each Holder the Maturity Shares issuable to such Holder. In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, each Holder shall be entitled to receive prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of any Junior Stock, an amount (the "Liquidation Preference") equal to (A) $1,000 per Share held by such Holder, plus (B) a further amount equal to any Dividends accrued but unpaid on such Shares. If, upon such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to the stockholders of the Company are insufficient to provide for the payment of the full aforesaid preferential amount, such assets as are so available shall be distributed among the Holders in proportion to the relative aggregate Liquidation Preferences of the Shares held by such Holders. The Liquidation Preference shall be appropriately adjusted for any stock splits, stock combinations, stock dividends or similar recapitalizations. The Series B Preferred Stock is convertible in accordance with the terms of the Certificate of Designations, does not pay a dividend, and contains preferential voting rights. On August 14, 2015 the Company filed a Definitive Information Statement with the SEC on Form 14C increased the voting rights from a ratio of 200 votes for each share of Series B Preferred Stock to 1,000 votes for each share of Series B Preferred Stock. In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, each Holder shall be entitled to receive prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of any Junior Stock, an amount (the "Liquidation Preference") equal to $0.001 per Share held by such Holder, or such other amount as any Securities Purchase Agreement under which the Shares are issued may provide. If, upon such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to the stockholders of the Company are insufficient to provide for the payment of the full aforesaid preferential amount, such assets as are so available shall be distributed among the Holders in proportion to the relative aggregate Liquidation Preferences of the Shares held by such Holders. The Liquidation Preference shall be unaffected for any stock splits, stock combinations, stock dividends or similar recapitalizations. The Series C Preferred Stock is convertible and has no voting rights and has an expiration date for redemption to February 1, 2022. The Company shall pay the amount due on the Maturity Date in kind with shares of Common Stock. The number of shares of Common Stock to be issuable to a Holder on the Maturity Date (the "Maturity Shares") shall be equal to the quotient of (x) the aggregate Liquidation Preference for such Holder's Shares on the Maturity Date divided by (y) the Conversion Price in effect as of the Maturity Date. On or before the third (3rd) Business Day following the Maturity Date (the "Maturity Share Delivery Date"), the Company must deliver to each Holder the Maturity Shares issuable to such Holder. In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, each Holder shall be entitled to receive prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of any Junior Stock, an amount (the "Liquidation Preference") equal to (A) $0.001 per Share held by such Holder. If, upon such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to the stockholders of the Company are insufficient to provide for the payment of the full aforesaid preferential amount, such assets as are so available shall be distributed among the Holders in proportion to the relative aggregate Liquidation Preferences of the Shares held by such Holders. The Liquidation Preference shall be appropriately adjusted for any stock splits, stock combinations, stock dividends or similar recapitalizations. The conversion rates for Series A and C Preferred Stock are 1:100 to common stock. The conversion rate for Series B convertible stock is 1:200. . Series B was convertible contingent on certain liquidation events such as mergers and sales, which occurred. No Series of Preferred Stock is affected by reverse splits or recapitalizations. The Company's Series D and Series E Preferred shares terms and conditions are not yet determined and neither certificates of designation have been filed with the State of Nevada. The Company and ICPI have engaged in a total of six investment agreements between the time of January 2011 and April 2016, with the last amendment to Investment Agreement No. 6 in November 2016. All of the investment agreements between ICPI and the Company provide for Series A Preferred Stock to be issued by the Company upon a cash investment provided to the Company by ICPI. ICPI makes up the majority of the Series A Preferred Stock outstanding at December 31, 2015 and 2016. In April 2016, pursuant to a Settlement Agreement with ICPI, all remaining Series A Warrants have been retired in exchange for the issuance of Series C Preferred Stock. A total of 2,200,000 Series C Preferred Shares were issued to ICPI in exchange for the retirement of all remaining Series A Warrants and the waiver of unpaid dividends on Series A Preferred stock held by ICPI for the years 2014, 2015 and 2016. Total stock-based compensation recognized during 2017 totaled $67,310, consisting of 387,500 Series B Preferred stock and 37,334 Series C Preferred stock issued for services. Total stock-based compensation recognized during 2016 totaled $79,900 consisting of 60,000 common stock and 77,500 Series C Preferred stock issued for services. Total stock-based compensation recognized during 2015 totaled $1,221,981, consisting of 522,208 common shares and 50,000 Series A preferred shares, 575,000 Series B preferred shares and 803,000 Series C preferred shares, issued for services. Series A In 2016, the Company issued an aggregate of 61,306 Series A Preferred Stock for settlement, valued at a total of $30,652. During 2016, 691,629 shares of Series A Preferred stock were converted into 138,635 common shares. Total Series A Preferred shares outstanding as of December 31, 2016 were 230,401. In 2017, 15,337 shares of Series A Preferred stock were converted into 1,533,700 shares of common stock. Total Series A Preferred shares outstanding as of December 31, 2017 were 215,139 . Series B Total Series B Preferred shares outstanding as of December 31, 2016 were 1,762,500. In 2017, the Company issued an aggregate of 387,500 Series B Preferred Stock to Board members in recognition of obtaining the operating license for MA and Associates, LLC valued at $56,110. Total Series B Preferred shares outstanding as of December 31, 2017 were 2,150,000 Series C In 2016, the Company issued an aggregate of 2,277,500 Series C Preferred Stock for services consisting of 2,200,000 shares to ICPI per the previously disclosed settlement agreement and the remaining 77,500 shares to marketing consultants. In 2016, the Company sold an aggregate of 128,572 Series C Preferred Stock for cash proceeds of $90,000. During 2016, 1,835,697 Series C Preferred Stock were converted into 734,279 common shares . Total Series C Preferred shares outstanding as of December 31, 2016 were 2,621,375 During 2017, the Company issued an aggregate of 37,334 Series C Preferred Stock for services. Total Series C Preferred shares outstanding as of December 31, 2017 were 2,647,709 Series D&E In 2017 up to the date of the issuance of these financial statements, there have been no issuances or sales of Series D Preferred Stock or Series E Preferred Stock, as they have not been approved for issuance. Common Stock On March 30, 2016, the Company effectuated its Definitive 14C filing through FINRA resulting in a reverse split to the common stock of a ratio of 100:1. All fractional shares were rounded up. The total amount of authorized common stock, and all Preferred shareholders were unaffected by the reverse split. In 2017, the Company filed a Form 14-C in order to effectuate a 1-for-250 reverse stock split of the outstanding common stock (the "Reverse Stock Split") whereby every two hundred and fifty (250 shares of outstanding common stock decreases to one (1) share of common stock. The reverse stock split of 1-for-250 went into effect April 26, 2017. The impact of this reverse stock split has been retroactively applied to the financial statements and the related notes. In 2018, the Company filed a Form 14-C in order to increase its authorized shares from 3,000,000,000 to 40,000,000,000. In March 2019, the Company withdrew the Form 14-C due to financial constraints. Issuances In 2016, the Company issued a total of 240 common shares for services. In 2016, the Company issued an aggregate of 8,205,015 common shares for the conversion of debt and accrued interest totaling $1,042,688. In 2017, the Company issued 601,471,033 common shares for the conversion of debt valued at $853,506. Preferred Stock Warrants In 2016, pursuant to a Settlement Agreement with ICPI, all remaining Series A Warrants have been retired in exchange for the issuance of Series C Preferred Stock. A total of 1,700,000 Series C Preferred Shares were issued to ICPI in exchange for the retirement of all remaining Series A Warrants and the waiver of unpaid dividends on Series A Preferred stock held by ICPI for the years 2014, 2015 and 2016. Additionally, 500,000 Series C preferred shares were issued to ICPI for settlement of liability to issue shares for services. As of December 31, 2016 and 2017, and up to the date of these financial statements, no Preferred stock warrants were outstanding. Common Stock Warrants As of December 31, 2016 and December 31, 2017, no warrants for common stock were outstanding. In addition, none were issued up to the date of these financial statements. On June 22, 2015 Typenex Co-Investments, LLC submitted a cashless warrant Notice of Exercise seeking 529,682 shares pursuant to a Warrant dated on or about May 14, 2014. The Company disputed the Notice of Exercise due to what the company believes was bad faith upon the holder acting in such a fashion to deflate the Company's stock price in order to obtain more share under the Warrant. On or about July 29, 2015 the Company permitted Typenex to submit a new Notice of Exercise for 45,000 shares. It is the Company's position that Typenex is not entitled to any additional shares under the Warrant. The Company and Typenex have reached an agreement in principal to resolve this dispute. Under the terms of the proposed settlement, Typenex will be issued common stock of the Company in the total aggregate value of $50,000. Typenex is prohibiting from holding more than 4.99% of the outstanding common stock of the Company and will be subject to leak out provisions restricting the amount of stock of the Company that sold. The stock was issued in 2016 and is included in the common shares issued for conversion of debt.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2017
INCOME TAXES
Note 12 - INCOME TAXES	The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During 2016 and 2017, the company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $12,436,000 at December 31, 2017, and will expire in the years 2032 – 2035. The Company has not yet filed its 2017 Federal Tax Return due to lack of financial resources. Therefore, the tax information below is as up to date as the Company can present it at this point in time and is subject to change. Internal Revenue Section 382 restricts the ability to use these carryforwards whenever an ownership change as defined occurs. A change in ownership may be deemed to have occurred, which may limit the net operating loss carry forward value pursuant to Section 382 of the Tax Code. At December 31, 2017, deferred tax assets consisted of the following: Deferred tax assets Net operating losses $ 4,850,000 Less: valuation allowance (4,850,000 ) Net deferred tax asset $ - At December 31, 2016, deferred tax assets consisted of the following: Deferred tax assets Net operating losses $ 4,389,477 Less: valuation allowance (4,389,477 ) Net deferred tax asset $ - A reconciliation of the U.S. Federal statutory tax rate to our annual tax rate is as follows: 2017 2016 U.S. Federal statutory tax rate 35.0 % 35.0 % State income tax, net of U.S. Federal tax benefit 6.5 % 6.5 % Change in valuation allowance (41.5 %) (41.5 %) Annual tax rate 0.0 % 0.0 %

COMMITMENTS

COMMITMENTS	12 Months Ended
	Dec. 31, 2017
COMMITMENTS
Note 13 - COMMITMENTS	As of December 31, 2016, the Company was still obligated to pay the remaining portion under the original 2014 40% investment agreement with MA and Associates, LLC, consisting of $678,000 of cash and 50,000 shares of Series C Preferred Stock (valued at $35,000 as of December 31, 2016), totaling $713,581 and included in contingent consideration liability on the accompanying balance sheet and will be issued in the future after the testing laboratory is operational. On or about April 21, 2017, Eri Eveland filed a Complaint in District Court of Denver County Colorado against Harris Lee Colorado, LLC, Harris Lee Holdings, LLC and Pazoo Inc. Ms. Eveland is a former employee of Harris Lee Colorado, LLC and is claiming less than $15,000 in unpaid salary/wages. Inasmuch as Ms. Eveland was not an employee of Harris Lee Holdings, LLC nor Pazoo, Inc., her claims against the Company are derivative in nature and based on theories of corporate alter ego. The Company disputes any liability however as of May 2018, Pazoo, Inc. entered into a settlement with Ms. Eveland in the amount of $5,000 cash and 40,000 Series C Preferred Shares of stock. As of the current date, the Company has completed its obligation of the settlement agreement. On or about June 21, 2017 the Company received a Subpoena from the United States District Court for the District of New Jersey seeking documents in aid of certain legal actions (civil and criminal) surrounding the sale of the Company's stock in 2012-2013. The Company has complied with the Subpoena and has provided the requested documents. Neither the Company nor any of its officers and/or directors have been named as defendants in either the civil or criminal matter.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2017
SUBSEQUENT EVENTS
Note 14 - SUBSEQUENT EVENTS	The company issued an aggregate of 2,074,969,990 common shares to debt holders valued at a total of $159,238 for conversions pursuant to convertible notes. In February 2018, the Company entered into one convertible note agreements for a total of $28,500. The interest rate is 12% and the conversion term is a 45% discount to market over the prior 20 days. In November 2019, the Company issued 1,090,000 Series B preferred stock in exchange for services to Board Members and milestones hit in ramping up the testing lab under MA & Associates LLC. In May 2020, the Company issued 1,140,000 Series C preferred stock in exchange for a Bridge Loan of $150,000 and the settlement with Ms Eveland. The company entered into a Bridge Loan in the aggregate amount of $150,000 whose proceeds are to be used to get the Company’s SEC filings up to date. As of May 2018, Pazoo, Inc. entered into a settlement with Ms. Eveland in the amount of $5,000 cash and 40,000 Series C Preferred Shares of stock valued at $1200 at the time of issuance. As of the current date, the Company has completed its obligation of the settlement agreement. In June 2020, the Company sold the remaining 10% equity interest from the November 22, 2017 Membership Interest Agreement in MA & Associates for an aggregate total of $226,388. The total amount was in the form of retirement of the loans extended by the Buyer as designated by Buyer in Buyer’s sole and absolute discretion, including applicable interest, default interest, late charges, and other obligations accrued. The Company still maintains a 20% equity interest in MA & Associates. The Global COVID-19 Pandemic Could Adversely Affect Our Business Operations.

DESCRIPTION OF BUSINESS, BASI_2

DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2017
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business	On November 22, 2017, the Company entered into a Limited Liability Membership Interest Purchase Agreement (the “Agreement”) to sell a 70% Membership Interest for the aggregate sales price of One Million Five Hundred Twenty-Three Thousand Seven Hundred Sixty-Seven and no/100 United States Dollars ($1,523,767) in the following manner: (i) Four Hundred Ninety-Two Thousand Two Hundred Twenty-Seven and 30/100 United States Dollars ($492,227), to be paid in cash; and (ii) One Million Thirty-One Thousand Five Hundred Thirty-Nine and 70/100 United States Dollars ($1,031,539), in the form of retirement of the loans extended by the Buyer as designated by Buyer in Buyer’s sole and absolute discretion, including applicable interest, default interest, late charges, and other obligations accrued in respect thereof. The Agreement also contained an option to purchase an additional 10% interest within 18 months. The option has subsequently been extended to November 22, 2020. Post sale, the Company retains 30% equity investment in MA & Associates LLC. The Company sold the remaining 10% equity interest from the November 22, 2017 on June 30, 2020. Membership Interest Agreement in MA & Associates for an aggregate total of $226,388. The total amount was in the form of retirement of the loans extended by the Buyer as designated by Buyer in Buyer’s sole and absolute discretion, including applicable interest, default interest, late charges, and other obligations accrued. The Company still maintains a 20% equity interest in MA & Associates. The Company entered the pharmaceutical testing laboratory market with their acquisitions of MA & Associates, LLC (“MA”) which will operate pharmaceutical testing laboratories in Nevada, and Harris Lee Holdings, LLC which will operate pharmaceutical testing laboratories within other states, or license testing protocols as independently owned laboratories. These pharmaceutical testing laboratories focus on providing quality control services to the medical cannabis industry. The mission is to protect the public health by providing infrastructure and analytical services to legally-authorized cannabis producers and distributors as well as to regulators. States that have legalized cannabis are developing cannabis health and safety criteria that we will fulfill through their testing laboratories. Harris Lee Holdings, LLC, due to Colorado residency requirements, entered into an advisory agreement with Harris Lee Colorado, LLC, a related party. Harris Lee Holdings, LLC has sub-licensed the testing protocols to Harris Lee Colorado, LLC in exchange for management fees for each test conducted. The Colorado MED approved the transfer of management of an existing laboratory, operating as Steep Hill Colorado, to Harris Lee Colorado, LLC (a related party) and Harris Lee Holdings, LLC has derived management fees from Harris Lee Colorado, LLC in the year ending December 31, 2016. However, because of the failure to transfer the MED license to Harris Lee Colorado, LLC, the Denver laboratory was closed by the end 2016. The Company does not expect to re-commence operations. MA, a cannabis testing laboratory in Las Vegas Nevada, officially opened for business in October 2018. It took its first revenue in December of 2018. Furthermore, the company passed its ISO 17025 accreditation and received its ISO Laboratory Certification in September of 2019. MA also passed its annual rigorous inspection by the State of Nevada’s team of State inspectors in November of 2019. Operational ramp up took longer than expected but as of now the lab is fully staffed and operational and is fully licensed to accept both recreational and medical cannabis samples for testing in Nevada. The Company currently owns a 20% equity stake in MA & Associates.
Basis of Presentation	The accompanying financial statements include the accounts of Pazoo, Inc. ("Pazoo" or the "Company") These financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). In March 2016, the Company effected a 1-for-100 reverse stock split of the outstanding common stock (the "Reverse Stock Split") whereby every one hundred (100) shares of outstanding common stock decreased to one (1) share of common stock. Similarly, the number of shares of common stock, par value $0.001 ("Common Stock") into which each outstanding Preferred stock, convertible debt and warrant to purchase common stock is to be exercisable decreased on a 1-for-100 basis and the exercise price of each outstanding preferred stock and warrant to purchase common stock increased proportionately. The impact of this reverse stock split has been retroactively applied to the financial statements and the related notes and all debt terms were also adjusted/effected. In January 2017, the Company filed a Form 14-C in order to effectuate a 1-for-250 reverse stock split of the outstanding common stock (the "Reverse Stock Split") whereby every two hundred and fifty (250 shares of outstanding common stock decreases to one (1) share of common stock). As of April 2017, the 1-for-250 reverse stock split was effectuated.
Use of Estimates	In accordance with GAAP the preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. The most significant accounting estimates inherent in the preparation of the Company's financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in the notes to the financial statements.
Fixed Asset	Fixed assets are presented at cost at the date of acquisition. Depreciation and amortization is calculated based on the straight-line method over the estimated useful lives of the depreciable assets, or in the case of leasehold improvements, the shorter of the lease term or the estimated useful life of the asset, a portion of which is allocated to cost of sales. Improvements are capitalized while repairs and maintenance are charged to operations as incurred.
Impairment of Long-Lived Assets	The Company's intangible assets and fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. The Company, due to the uncertainties surrounding the license agreement, impaired 100% of the value of the Steep Hill Labs licenses due to the purported unsubstantiated termination of the license agreements in June 2016 between Steep Hill Labs and MA & Associates, LLC and Harris Lee, LLC prior to the deconsolidation and sale of the 70% ownership position in MA. The Company strongly believes that any attempted termination of the licenses on the part of Steep Hill Labs was ineffective for many reasons, including, without limitation, Steep Hill's failure to provide key deliverables including technology, scientific know-how and lab guidance. On July 6, 2016, the Company contested the improper attempted termination of the licenses which was based on no identifiable contractual justification, and to which Steep Hill has not formally responded.
Equity Method Investments	We apply the equity method of accounting to investments when we have significant influence, but not controlling interest in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s proportionate share of the net income (loss) resulting from these investments is reported under the line item captioned “equity method investment (loss) income” in our Statements of Operations. The carrying value of our equity method investments is reported in equity method investments in the Balance Sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company classifies distributions received from equity method investments using the cumulative earnings approach on the Statements of Cash Flows. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. The only equity method investment at December 31, 2017 had a carrying value of $0.
Fair Value of Financial Instruments	The Company's financial instruments consist principally of cash and cash equivalents and accounts payable. The Company believes that the recorded values of all of its other financial instruments approximate their fair values because of their nature and respective maturity dates or durations. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows: Level 1: Level 2: Level 3: The following table sets forth by level within the fair value hierarchy the Company's financial assets and liabilities that were accounted for at fair value as December 31, 2017 and 2016. Recurring Fair Value Measurements Level 1 Level 2 Level 3 Total LIABILITIES: Derivative liability – December 31, 2017 $ - $ - $ 4,526,632 $ 4,526,632 Derivative liability – December 31, 2016 $ - $ - $ 2,925,627 $ 2,925,627
Derivative	The Company has certain convertible notes outstanding at December 31, 2017 and 2016 with variable conversion rates that qualify as derivatives that need to be separately accounted for in accordance with FASB ASC 815, "Derivatives and Hedging" The Company evaluates all of 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 as charges or credits to income. For option-based derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
Cash and Cash Equivalents	We classify all highly liquid instruments with an original maturity of three months or less at the time of purchase as cash equivalents.
Stock Based Compensation	ASC 718 "Compensation - Stock Compensation" prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, which may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction is recognized as a liability; otherwise, the transaction is recognized as equity. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity-Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date, the performance completion date, or the contract date.
Revenue Recognition	Revenues are recognized when evidence of an agreement exists, the price is fixed or determinable, collectability is reasonably assured, and goods have been delivered or services performed. Prior to the sale of MA, the Company was paid revenue from various advertising, cannabis testing, through MA & Associates, LLC and sales and distribution of non-controlled hemp products.
Income Taxes	Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. We have net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that we will not realize a future tax benefit, a valuation allowance is established.
Basic and Diluted Net Loss Per Common Share	Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share reflects, in addition to the weighted average number of common shares, the potential dilution if shares of convertible preferred stock and debt were converted into shares of common stock and a corresponding accrued 5% dividend, unless the effects of such exercises and conversions would have been anti-dilutive. Potentially Dilutive Securities December 31, 2017 December 31, 2016 Convertible notes 7,868,063,321 158,168,021 Preferred series A shares & warrants 21,513,900 92,160 Preferred series B 430,000,000 1,410,000 Preferred series C 264,770,900 1,266,829 8,584,348,121 160,937,010
Advertising Expenses	Costs associated with advertising are charged to expense as incurred.
Recent Accounting Pronouncements	In March 2016, the FASB under ASU 2016-09 issued new guidance which involves several aspects of the accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the new standard, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This ASU was effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period, however early adoption is permitted. The Company evaluated the guidance to determine the Company's adoption method and the effect it will have on the Company's consolidated financial statements and it is effective currently. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in ASU 2016-01, among other things, requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables); Eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. The amendments in this ASU are effective for non-public companies for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning December 15, 2019. Early adoption of the amendments in the ASU is permitted as early as the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material effect on the financial position and results of operations and statements of cash flows. In August 2014, the FASB issued ASU No. 2014-15 —Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The ASU requires management to evaluate whether there are conditions and events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the financial statements are issued and if management's plans will alleviate that doubt. Management will be required to make this evaluation for both annual and interim reporting periods. The Company adopted this guidance for the fiscal year ended December 31, 2016. This adoption did not have a material impact on the Company's financial statements. In September 2015, the FASB issued Accounting Standards Update (ASU) 2015-16—Business Combinations, as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The amendment eliminates the requirement to retrospectively apply adjustments made to provisional amounts recognized in a business combination. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company adopted this guidance for the year ended December 31, 2016. This guidance did not have a material effect on its financial statements. On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. This ASU permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on our financial statements and related disclosures. The Company has no revenue at this time. In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments. Currently, the accounting requirements for nonemployee and employee share-based payment transactions are significantly different. ASU 2018-07 expands the scope of Topic 718, Compensation — Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity — Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within that fiscal year. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting Other recent accounting pronouncements issued by the FASB did not or are not believed to have a material impact on our present or future financial statements.

DESCRIPTION OF BUSINESS, BASI_3

DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2017
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair Value, Liabilities Measured on Recurring Basis	Recurring Fair Value Measurements Level 1 Level 2 Level 3 Total LIABILITIES: Derivative liability – December 31, 2017 $ - $ - $ 4,526,632 $ 4,526,632 Derivative liability – December 31, 2016 $ - $ - $ 2,925,627 $ 2,925,627
Basic and Diluted net loss per common share	Potentially Dilutive Securities December 31, 2017 December 31, 2016 Convertible notes 7,868,063,321 158,168,021 Preferred series A shares & warrants 21,513,900 92,160 Preferred series B 430,000,000 1,410,000 Preferred series C 264,770,900 1,266,829 8,584,348,121 160,937,010

ACQUISITIONS AND DECONSOLIDAT_2

ACQUISITIONS AND DECONSOLIDATION (Tables)	12 Months Ended
	Dec. 31, 2017
ACQUISITIONS AND DECONSOLIDATION
Schedule of contingent consideration liability	January 1, 2017 - November 22, 2017 Year Ended December 31, 2016 (unaudited) (unaudited) Operating expenses: Selling, general and administrative expenses 504,577 374,075 Total operating expenses 504,577 374,075 Other income/(expenses): Loss on impairment - 1,276,998 Total other income/(expenses) - 1,276,998 Loss from operations (504,577 ) 1,276,998 Net loss $ (504,577 ) $ (1,651,073 ) Net loss attributable to common stockholders $ (504,577 ) $ (1,651,073 )
Schedule of assets and liabilities	December 31, At the December 31, 2017 Closing Date 2016 (unaudited) (unaudited) (unaudited) ASSETS Current assets: Cash $ (264 ) $ 17,798 $ 2,481 Other current assets 1,470 1,470 1,470 Total current assets 1,206 19,268 3,951 Fixed assets, net 445,805 445,805 611,947 Other assets 1,385 1,385 1,385 Total assets $ 448,396 $ 466,458 $ 617,283 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 27,865 $ - $ - Lines of credit 13,065 13,705 11,141 Total current liabilities 40,930 13,705 11,141 Long-term liabilities: Capital lease liabilities 407,983 425,067 510,602 Payable to Pazoo - 382,179 - Total long-term liabilities 407,983 807,246 510,602 Total liabilities 448,913 820,951 521,743

FIXED ASSETS (Tables)

FIXED ASSETS (Tables)	12 Months Ended
	Dec. 31, 2017
FIXED ASSETS
Schedule of fixed assets	Fixed Assets Estimated Useful Life (in years) December 31, 2017 December 31, 2016 Cost: Equipment 3-5 $ - $ 643,195 Furniture and fixture 7 - 6,687 Leasehold improvements 3-5 - 238,620 Website 3 - 1,385 $ - $ 889,887 Accumulated depreciation and amortization (462,574 ) (276,555 ) Fixed Assets, Net $ (462,574 ) $ 613,332

CONVERTIBLE DEBT (Tables)

CONVERTIBLE DEBT (Tables)	12 Months Ended
	Dec. 31, 2017
CONVERTIBLE DEBT
Summary of change in the convertible note	Short Term Long Term Total Balance as of January 1, 2016 - Gross $ 1,343,035 $ 992,500 $ 2,335,535 Cash additions 373,460 300,000 673,460 Interest added to notes payable 111,778 116,600 228,378 Cash payments (118,223 ) - (118,223 ) Conversions (474,777 ) - (474,777 ) Reassignments (103,400 ) 103,400 - Original issue discount 47,575 - 47,575 Total $ 1,179,448 $ 1,512,500 $ 2,691,948 Less: unamortized discount (195,827 ) (110,672 ) (306,499 ) Balance as of December 31, 2016 - Net $ 983,621 $ 1,401,828 $ 2,385,449 Add back: unamortized discount 195,827 110,672 306,499 Balance as of December 31, 2016 - Gross $ 1,179,448 $ 1,512,500 $ 2,691,948 Cash additions 527,605 - 527,605 Interest added to notes payable 63,281 - 63,281 Cash payments (305,757 ) - (305,757 ) Conversions (219,500 ) - (219,500 ) Reclassification to short-term 220,000 (220,000 ) - Original issue discount 76,348 - 76,348 Total $ 1,541,425 $ 1,292,500 $ 2,833,925 Less: unamortized discount (161,648 ) - (161,648 ) Balance as of December 31, 2017 - Net $ 1,379,778 $ 1,292,500 $ 2,672,278
Schedule of Future minimum payments	Year Ended December 31, 2018 2019 2020 2021 2022 Thereafter Total Convertible notes $ 1,541,424 $ - $ - $ 350,000 $ 942,500 $ - $ 2,833,924 Short-term non-convertible notes 436,958 - - - - - 436,958 $ 1,978,382 $ - $ - $ 350,000 $ 942,500 $ - $ 3,270,882

LOANS PAYABLE (Tables)

LOANS PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2017
LOANS PAYABLE
Schedule of Loan payable	Loans Payable Short Term Long Term Total Balance as of January 1, 2016 $ 203,000 $ - $ 203,000 Cash additions 447,100 - 447,100 Interest added to notes payable 22,717 - 22,717 Cash payments (57,016 ) - (57,016 ) Balance as of December 31, 2016 $ 615,801 $ - $ 615,801 Cash additions 828,828 - 828,828 Interest added to notes payable 34,734 - 34,734 Cash payments (65,308 ) - (65,308 ) Reassigned/retired notes (see note 3) (977,097 ) - (977,097 ) Balance as of December 31, 2017 $ 436,958 $ - $ 436,958

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2017
DERIVATIVE LIABILITIES
Summary of changes in the derivative liabilities	Derivative Liability Table Balance as of December 31, 2016 $ 2,925,627 Grant date fair value 2,068,299 Extinguished (1,244,186 ) Change in fair value 812,892 Balance as of December 31, 2017 $ 4,562,632
Schedule of convertible debt and warrant derivative liabilities	December 31, 2017 December 31, 2016 Dividend yield 0 % 0 % Expected volatility 80 % 80 % Risk-free interest rate 0.20% to 1.06 % 0.29% to 0.35 % Expected life (years) 0.00 to 0.39 0.01 to 1.38

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2017
INCOME TAXES
Schedule deferred tax assets	At December 31, 2017, deferred tax assets consisted of the following: Deferred tax assets Net operating losses $ 4,850,000 Less: valuation allowance (4,850,000 ) Net deferred tax asset $ - At December 31, 2016, deferred tax assets consisted of the following: Deferred tax assets Net operating losses $ 4,389,477 Less: valuation allowance (4,389,477 ) Net deferred tax asset $ -
Reconciliation of the U.S. Federal statutory tax rate	2017 2016 U.S. Federal statutory tax rate 35.0 % 35.0 % State income tax, net of U.S. Federal tax benefit 6.5 % 6.5 % Change in valuation allowance (41.5 %) (41.5 %) Annual tax rate 0.0 % 0.0 %

DESCRIPTION OF BUSINESS, BASI_4

DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Derivative liability	$ 4,526,632	$ 2,925,627
Level 3 [Member]
Derivative liability	4,526,632	2,925,627
Level 2 [Member]
Derivative liability	0	0
Level 1 [Member]
Derivative liability	$ 0	$ 0

DESCRIPTION OF BUSINESS, BASI_5

DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Potentially Dilutive Securities	$ 8,584,348,121	$ 160,937,010
Series C Preferred Stock [Member]
Potentially Dilutive Securities	264,770,900	1,266,829
Preferred series B [Member]
Potentially Dilutive Securities	430,000,000	1,410,000
Preferred series A shares & warrants [Member]
Potentially Dilutive Securities	21,513,900	92,160
Convertible notes [Member]
Potentially Dilutive Securities	$ 7,868,063,321	$ 158,168,021

DESCRIPTION OF BUSINESS, BASI_6

DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	1 Months Ended						12 Months Ended
	Nov. 22, 2017	Apr. 30, 2017	Jan. 31, 2017	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Dec. 31, 2017
Accrued dividend percentage							5.00%
Impairment of license, percentage				100.00%
Description of reverse stock split		the 1-for-250 reverse stock split was effectuated	Company filed a Form 14-C in order to effectuate a 1-for-250 reverse stock split of the outstanding common stock (the "Reverse Stock Split") whereby every two hundred and fifty (250 shares of outstanding common stock decreases to one (1) share of common stock		Company effected a 1-for-100 reverse stock split of the outstanding common stock (the "Reverse Stock Split") whereby every one hundred (100) shares of outstanding common stock decreased to one (1) share of common stock. Similarly, the number of shares of common stock, par value $0.001 ("Common Stock") into which each outstanding Preferred stock, convertible debt and warrant to purchase common stock is to be exercisable decreased on a 1-for-100 basis and the exercise price of each outstanding preferred stock and warrant to purchase common stock increased proportionately		100:1
MA & Associates LLC [Member] | June 30, 2020 [Member]
Sale of stock, percentage of ownership after transaction	10.00%
Limited Liability Membership Interest Purchase Agreement [Member] | MA & Associates LLC [Member]
Sale of stock, percentage of ownership before transaction	70.00%					60.00%
Equity method investment, aggregate cost	$ 1,523,767
Sale of stock, percentage of ownership after transaction	30.00%
Equity method investment, additional information	(i) Four Hundred Ninety-Two Thousand Two Hundred Twenty-Seven and 30/100 United States Dollars ($492,227), to be paid in cash; and (ii) One Million Thirty-One Thousand Five Hundred Thirty-Nine and 70/100 United States Dollars ($1,031,539), in the form of retirement of the loans extended by the Buyer as designated by Buyer in Buyer’s sole and absolute discretion, including applicable interest, default interest, late charges, and other obligations accrued in respect thereof. The Agreement also contained an option to purchase an additional 10% interest within 18 months
Equity method investment, sales consideration	$ 226,388
Equity method investment, ownership percentage	20.00%

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
GOING CONCERN
Working capital deficit	$ (9,824,496)
Net Loss	(3,544,617)	$ (8,795,474)
Proceeds from issuance of debt	15,000
Net cash used in operating activities	(904,987)	$ (928,085)
Proceeds from issuance of common stock	$ 178,500

ACQUISITIONS AND DECONSOLIDAT_3

ACQUISITIONS AND DECONSOLIDATION (Details) - USD ($)	Dec. 31, 2017	Nov. 22, 2017	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash	$ 73,387		$ 88,909	$ 16,819
Total current assets	129,453		94,445
Total assets	129,453		707,777
Current liabilities:
Lines of credit	10,671		21,039
Total current liabilities	9,953,949		7,694,033
Long-term liabilities:
Capital lease liabilities	0		136,672
Total long-term liabilities	1,292,500		1,538,500
Total liabilities	11,246,449		9,232,533
Limited Liability Membership Interest Purchase Agreement [Member] | MA & Associates LLC [Member]
Current assets:
Cash	(264)	$ 17,798	2,481
Other current assets	1,470	1,470	1,470
Total current assets	1,206	19,268	3,951
Fixed assets, net	445,805	445,805	611,947
Other assets	1,385	1,385	1,385
Total assets	448,396	466,458	617,283
Current liabilities:
Accounts payable	27,865	0	0
Lines of credit	13,065	13,705	11,141
Total current liabilities	40,930	13,705	11,141
Long-term liabilities:
Capital lease liabilities	407,983	425,067	510,602
Payable to Pazoo	0	382,179	0
Total long-term liabilities	407,983	807,246	510,602
Total liabilities	$ 448,913	$ 820,951	$ 521,743

ACQUISITIONS AND DECONSOLIDAT_4

ACQUISITIONS AND DECONSOLIDATION (Details 1) - USD ($)	11 Months Ended	12 Months Ended
	Nov. 22, 2017	Dec. 31, 2017	Dec. 31, 2016
Operating expenses:
Selling, general and administrative expenses		$ 1,600,848	$ 2,278,768
Total operating expenses		2,152,641	4,482,997
Other income/(expenses):
Loss from operations		(2,152,641)	(4,452,482)
Net Loss		(3,544,617)	(8,795,474)
Net loss attributable to common stockholders		$ (3,544,692)	(8,795,550)
Limited Liability Membership Interest Purchase Agreement [Member] | MA & Associates LLC [Member]
Operating expenses:
Selling, general and administrative expenses	$ 504,577		374,075
Total operating expenses	504,577		374,075
Other income/(expenses):
Loss on impairment	0		1,276,998
Total other income/(expenses)	0		1,276,998
Loss from operations	(504,577)		1,276,998
Net Loss	(504,577)		(1,651,073)
Net loss attributable to common stockholders	$ (504,577)		$ (1,651,073)

ACQUISITIONS AND DECONSOLIDAT_5

ACQUISITIONS AND DECONSOLIDATION (Details Narrative) - USD ($)	Jun. 03, 2015	Apr. 08, 2014	Nov. 22, 2017	Jun. 30, 2016	Dec. 31, 2015	Dec. 31, 2017	Dec. 31, 2015	Dec. 31, 2016
Impairment of license, percentage				100.00%
MA & Associates LLC [Member] | Series C Preferred Stock [Member] | ICPI [Member]
Shares issuable to related party, shares					500,000		500,000	200,000
Shares issued for service rendered, shares					300,000
Shares issued for service rendered, amount					$ 300,000
MA & Associates LLC [Member] | Limited Liability Membership Interest Purchase Agreement [Member]
Sale of stock, percentage of ownership after transaction			30.00%
Sale of stock, percentage of ownership before transaction			70.00%		60.00%
Variable Interest Entity, ownership percentage	60.00%	40.00%
Purchase Consideration	$ 1,700,000	$ 2,000,000			$ 713,581	$ 52,000	$ 1,321,419
Equity method investment, additional information			(i) Four Hundred Ninety-Two Thousand Two Hundred Twenty-Seven and 30/100 United States Dollars ($492,227), to be paid in cash; and (ii) One Million Thirty-One Thousand Five Hundred Thirty-Nine and 70/100 United States Dollars ($1,031,539), in the form of retirement of the loans extended by the Buyer as designated by Buyer in Buyer’s sole and absolute discretion, including applicable interest, default interest, late charges, and other obligations accrued in respect thereof. The Agreement also contained an option to purchase an additional 10% interest within 18 months
Equity method investment, ownership percentage			20.00%
Equity method investment, sales consideration			$ 226,388
Equity method investment, fair value	$ 667,666				$ 678,000
Due from related party						$ 311,060
MA & Associates LLC [Member] | Limited Liability Membership Interest Purchase Agreement [Member] | Series B Preferred Stock [Member]
Shares issued against purchase consideration, shares	1,000,000	150,000			50,000		100,000
Shares issued against purchase consideration, amount	$ 1,000,000				$ 35,000
MA & Associates LLC [Member] | June 30, 2020 [Member]
Sale of stock, percentage of ownership after transaction			10.00%

FIXED ASSETS (Details)

FIXED ASSETS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Fixed Assets, Net	$ 0	$ 613,332
Website [Member]
Estimated useful life of asset	3 years
Leasehold Improvement [Member] | Maximum [Member]
Estimated useful life of asset	5 years
Leasehold Improvement [Member] | Minimum [Member]
Estimated useful life of asset	3 years
Furniture and fixture [Member]
Estimated useful life of asset	7 years
Equipment [Member] | Maximum [Member]
Estimated useful life of asset	5 years
Equipment [Member] | Minimum [Member]
Estimated useful life of asset	3 years
Cost: [Member]
Equipment	$ 0	643,195
Furniture and fixture	0	6,687
Leasehold improvements	0	238,620
Website	0	1,385
Total non current assets, gross	0	889,887
Accumulated depreciation and amortization	(462,574)	(276,555)
Fixed Assets, Net	$ (462,574)	$ 613,332

FIXED ASSETS (Details Narrative

FIXED ASSETS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cost of assets acquired under capital lease		$ 615,000
Rate of interest on lease		0.00%
Monthly lease payment		$ 17,000
Depreciation	$ 166,142	136,509
MA & Associates [Member]
Depreciation	$ 136,510	$ 140,046

INTANGIBLE ASSETS GOODWILL (Det

INTANGIBLE ASSETS GOODWILL (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jun. 30, 2016	Dec. 31, 2016
Impairment of license, percentage	100.00%
MA & Associates [Member]
License acquired		$ 1,345,771
Steep Hill Labs [Member]
License acquired		$ 307,500
Impairment of license, percentage		100.00%

LINES OF CREDIT (Details Narrat

LINES OF CREDIT (Details Narrative) - Wells Fargo [Member] - USD ($)	1 Months Ended
	May 31, 2016	Dec. 31, 2015
Lines of credit	$ 5,000	$ 25,000
Interest rate (Annually)	9.75%	9.75%
Interest rate (First year)	24.24%

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended				12 Months Ended
	Nov. 22, 2017	Sep. 30, 2016	Aug. 31, 2016	Dec. 31, 2015	Dec. 31, 2017	Dec. 31, 2016
Management fees - related party					$ 0	$ 30,515
Marketing expense					17,000	$ 46,617
Interest rate						0.00%
Steve Basloe [Member]
Notes payable		$ 2,500			2,500
Interest rate		0.70%
Maturity date		Sep. 30, 2018
David Cunic [Member]
Notes payable			$ 5,000		$ 0
Interest rate			0.70%
Maturity date			Aug. 31, 2018
Limited Liability Membership Interest Purchase Agreement [Member] | MA & Associates LLC [Member]
Equity method investment, additional information	(i) Four Hundred Ninety-Two Thousand Two Hundred Twenty-Seven and 30/100 United States Dollars ($492,227), to be paid in cash; and (ii) One Million Thirty-One Thousand Five Hundred Thirty-Nine and 70/100 United States Dollars ($1,031,539), in the form of retirement of the loans extended by the Buyer as designated by Buyer in Buyer’s sole and absolute discretion, including applicable interest, default interest, late charges, and other obligations accrued in respect thereof. The Agreement also contained an option to purchase an additional 10% interest within 18 months
Sale of stock, percentage of ownership before transaction	70.00%			60.00%

CONVERTIBLE DEBT (Details)

CONVERTIBLE DEBT (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash additions	$ 527,605	$ 673,460
Interest added to notes payable	828,828	447,100
Cash payments		118,223
Reassignments	76,347	103,400
Total [Member]
Opening Balance, gross	2,691,948	2,335,535
Cash additions	527,605	673,460
Interest added to notes payable	63,281	228,378
Cash payments	(305,757)	(118,223)
Conversions	319,500	(474,777)
Reassignments		0
Original issue discount	76,348	47,575
Total	2,833,925	2,691,948
Less: unamortized discount	(161,648)	(306,499)
Balance as of December 31, 2016-2017 - Net	2,672,278	2,385,449
Add back: unamortized discount		306,499
Closing Balance, gross		2,691,948
Long Term [Member]
Cash additions		300,000
Interest added to notes payable		116,600
Reassignments		103,400
Total	1,292,500	1,512,500
Less: unamortized discount		(110,672)
Balance as of December 31, 2016-2017 - Net	1,292,500	1,401,828
Add back: unamortized discount		110,672
Opening Balance, gross	1,512,500	992,500
Reclassification to short-term	(220,000)
Closing Balance, gross		1,512,500
Short Term [Member]
Cash additions	527,605	673,460
Interest added to notes payable	63,281	111,778
Cash payments	(305,757)	(118,223)
Conversions	(219,500)	(474,777)
Reassignments		(103,400)
Original issue discount	76,348	47,575
Total	1,541,425	1,179,448
Less: unamortized discount	(161,648)	(195,827)
Balance as of December 31, 2016-2017 - Net	1,379,778	983,621
Add back: unamortized discount		195,827
Opening Balance, gross	1,179,448	1,343,035
Closing Balance, gross		$ 1,179,448
Reclassification to short-term	$ 220,000

CONVERTIBLE DEBT (Details 1)

CONVERTIBLE DEBT (Details 1)	Dec. 31, 2017USD ($)
2018	$ 1,978,382
2019	0
2020	0
2021	350,000
2022	942,500
Total	3,270,882
Short-term non-convertible notes [Member]
2018	436,958
2019	0
2020	0
2021	0
2022	0
Total	436,958
Thereafter	0
Convertible Notes [Member]
2018	1,541,424
2019	0
2020	0
2021	350,000
2022	942,500
Total	2,833,924
Thereafter	$ 0

CONVERTIBLE DEBT (Details Narra

CONVERTIBLE DEBT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Unamortized debt discount	$ 184,415	$ 306,499
Cash additions	527,605	673,460
Cash payments		118,223
Reassignments	76,347	103,400
Conversions	221,643	474,777
Gain (loss) on debt extinguishment	600,000	2,400,000
Convertible notes	$ 1,379,778	$ 983,621
Interest rate		0.00%
Maximum [Member]
Interest rate	12.00%	12.00%
Minimum [Member]
Interest rate	8.00%	8.00%
2016 [Member]
Reassignments	$ 76,347
Convertible notes	$ 992,500
Increase interest rate description	Increase the interest rate from 10% to 12% retroactively.
Increase interest rate	12.00%
Maturity date description	The maturity dates of these notes were also extended by 2 years.

LOANS PAYABLE (Details)

LOANS PAYABLE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Balance as of january, Opening balance	$ 615,801	$ 203,000
Cash additions	828,828	447,100
Interest added to notes payable	34,734	22,717
Cash payments	(65,308)	(57,016)
Reassigned/Retired notes	(977,097)
Balance as of december, Closing balance	463,958	615,801
Long-term Debt [Member]
Balance as of january, Opening balance	0	0
Cash additions	0	0
Interest added to notes payable	0	0
Cash payments	0	0
Reassigned/Retired notes		0
Balance as of december, Closing balance	0	0
Short-term Debt [Member]
Balance as of january, Opening balance	615,801	203,000
Cash additions	828,828	447,100
Interest added to notes payable	34,734	22,717
Cash payments	(65,308)	(57,016)
Reassigned/Retired notes	(977,097)
Balance as of december, Closing balance	$ 463,958	$ 615,801

LOANS PAYABLE (Details Narrativ

LOANS PAYABLE (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Sep. 30, 2016	Aug. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Monthly payment for loan			$ (65,308)	$ (57,016)
Steve Basloe [Member]
Maturity date	Sep. 30, 2018
David Cunic [Member]
Maturity date		Aug. 31, 2018
Loan Agreement [Member] | During 2017 [Member]
Maturity date descriptions			Maturity dates from March 2018 to July 2018.
Loan outstanding			$ 81,231
Due to related party			$ 818,328
Interest rate			8.00%
Loan Agreement [Member] | September 2016 [Member] | Steve Basloe [Member]
Loan amount			$ 2,500
Loan outstanding			$ 2,500
Interest rate			0.70%
Maturity date			Sep. 30, 2018
Loan Agreement [Member] | August 2016 [Member] | David Cunic [Member]
Loan amount			$ 5,000
Loan outstanding			$ 0
Interest rate			0.70%
Maturity date			Aug. 31, 2018
Kabbage [Member] | Loan Agreement [Member] | June 2016 [Member]
Loan amount			$ 35,000
Maturity date descriptions			The loan will be paid off in a maximum of 12 months
Monthly payment for loan			$ 3,792
Loan principal amount			875
Loan cost monthly			4,667
Loan outstanding			0
Kabbage [Member] | Loan Agreement [Member] | January 2016 [Member]
Loan amount			9,100
Monthly payment for loan			500
Loan principal amount			210
Loan cost monthly			$ 710
Loan term description			The loan will be paid off in a maximum of 12 months.
Kabbage [Member] | Loan Agreement [Member] | February 2017 [Member]
Loan amount			$ 10,500
Monthly payment for loan			1,575
Loan principal amount			437
Loan cost monthly			2,012
Loan outstanding			$ 0
Loan term description			The loan will be paid off in a maximum of 6 months
Kabbage [Member] | Loan Agreement [Member] | December 2016 [Member]
Loan amount			$ 16,000
Monthly payment for loan			1,334
Loan principal amount			400
Loan cost monthly			1,734
Loan outstanding			$ 0
Loan term description			The loan will be paid off in a maximum of 12 months
Kabbage [Member] | Loan Agreement [Member] | September 2016 [Member]
Loan amount			$ 7,700
Monthly payment for loan			1,284
Loan principal amount			193
Loan cost monthly			1,477
Loan outstanding			$ 0
Loan term description			The loan will be paid off in a maximum of 6 months
Kabbage [Member] | Loan Agreement [Member] | July 2016 [Member]
Loan amount			$ 7,500
Monthly payment for loan			1,250
Loan principal amount			188
Loan cost monthly			1,438
Loan outstanding			$ 0
Loan term description			The loan will be paid off in a maximum of 6 months
Private Investor [Member] | Loan Agreement [Member] | December 2016 [Member]
Loan amount			$ 95,000
Loan outstanding			$ 0
Interest rate			8.00%
Maturity date			Dec. 31, 2017
Private Investor [Member] | Loan Agreement [Member] | November 2016 [Member]
Loan amount			$ 33,000
Loan outstanding			$ 0
Interest rate			8.00%
Maturity date			Nov. 30, 2017
Private Investor [Member] | Loan Agreement [Member] | October 2016 [Member]
Loan amount			$ 112,000
Loan outstanding			$ 0
Interest rate			8.00%
Maturity date			Oct. 31, 2017
Private Investor [Member] | Loan Agreement [Member] | August 2016 [Member]
Loan amount			$ 96,000
Maturity date descriptions			Maturity dates range from October 2016 to August 2017.
Loan outstanding			$ 84,000
Interest rate			8.00%
LG Capital, LLC [Member] | February 2016 [Member]
Loan amount			$ 25,000
Loan outstanding			$ 25,000
Interest rate			8.00%
Maturity date			Oct. 1, 2017
RBF Unlimited, LLC [Member] | January 2016 [Member]
Loan amount			$ 5,000
Interest rate			0.70%
Maturity date			Jan. 27, 2017
Mark Sarna and Sarna Family Limited [Member] | September 2015 [Member]
Loan amount			$ 200,000
Interest rate			15.00%
Maturity date			Sep. 22, 2016
Debt instrument descriptions			As of December 31, 2016, $222,217 still remains outstanding due to accrued interest and an increase in interest to 22.5% payable in monthly payments from the revenue from the Las Vegas

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details)	12 Months Ended
	Dec. 31, 2017USD ($)
ACQUISITIONS AND DECONSOLIDATION (Details 1)
Derivative Liability beginning balance	$ 2,925,627
Grant date fair value	2,068,299
Extinguished derivative	(1,244,186)
Change in fair value	812,892
Derivative Liability ending balance	$ 4,526,632

DERIVATIVE LIABILITIES (Detai_2

DERIVATIVE LIABILITIES (Details 1)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Dividend yield	0.00%	0.00%
Expected volatility	80.00%	80.00%
Minimum [Member]
Expected life	0 years	4 days
Risk free interest rate	0.20%	0.29%
Maximum [Member]
Expected life	4 months 21 days	1 year 4 months 17 days
Risk free interest rate	1.06%	0.35%

DERIVATIVE LIABILITIES (Detai_3

DERIVATIVE LIABILITIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
ACQUISITIONS AND DECONSOLIDATION (Details 1)
Loss on derivative liabilities	$ (2,371,599)	$ (3,827,703)
Initial derivative expense	$ 1,558,707	$ 2,837,538

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	1 Months Ended						12 Months Ended
	Apr. 30, 2017	Jan. 31, 2017	Mar. 31, 2016	Aug. 14, 2015	Jul. 29, 2015	Jun. 22, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Oct. 01, 2015
Liquidation preference per share							$ 1,000
Preferred stock, shares authorized							50,000,000	50,000,000		50,000,000
Preferred stock, par value							$ 0.001	$ 0.001		$ 0.001
Shares issued upon conversion of debt, shares							601,471,033	8,205,015
Shares issued upon conversion of debt, value							$ 885,067	$ 1,042,688
Preferred stock, shares authorized increased							In 2018, the Company filed a Form 14-C in order to increase its authorized shares from 3,000,000,000 to 40,000,000,000.
Series A Preferred Stock dividend							5.00%
Stock-based compensation							$ 67,310	$ 79,900	$ 1,221,981
Preferred stock, shares issued upon services							37,334	240
Common stock, shares issued upon services								60,000	522,208
Reverse stock split	the 1-for-250 reverse stock split was effectuated	Company filed a Form 14-C in order to effectuate a 1-for-250 reverse stock split of the outstanding common stock (the "Reverse Stock Split") whereby every two hundred and fifty (250 shares of outstanding common stock decreases to one (1) share of common stock	Company effected a 1-for-100 reverse stock split of the outstanding common stock (the "Reverse Stock Split") whereby every one hundred (100) shares of outstanding common stock decreased to one (1) share of common stock. Similarly, the number of shares of common stock, par value $0.001 ("Common Stock") into which each outstanding Preferred stock, convertible debt and warrant to purchase common stock is to be exercisable decreased on a 1-for-100 basis and the exercise price of each outstanding preferred stock and warrant to purchase common stock increased proportionately				100:1
Description for stock split							The Company filed a Form 14-C in order to effectuate a 1-for-250 reverse stock split of the outstanding common stock (the "Reverse Stock Split") whereby every two hundred and fifty (250 shares of outstanding common stock decreases to one (1) share of common stock. The reverse stock split of 1-for-250 went into effect April 26, 2017.
Conversion rate, description							The conversion rates for Series A and C Preferred Stock are 1:100 to common stock. The conversion rate for Series B convertible stock is 1:200. . Series B was convertible contingent on certain liquidation events such as mergers and sales, which occurred. No Series of Preferred Stock is affected by reverse splits or recapitalizations.
Expiration date							Feb. 1, 2022
Preferred Series B issued for services, shares							387,500
Preferred Series B issued for services, amount							$ 56,110
Shares issued upon conversion of common stock, shares							1,533,700
Shares issued upon conversion, value							$ 856,559	$ 1,042,688
Series C Preferred Stock [Member]
Preferred stock, shares authorized							10,000,000	10,000,000
Expiration date							Feb. 1, 2022
Shares issued upon conversion of common stock, shares								1,835,697
Preferred Series C issued for services, shares							2,277,500
Conversion of preferred stock to common stock, shares							734,279
Preferred stock, shares issued upon services							37,334	77,500	803,000
Preferred stock shares sold								128,572
Preferred stock, shares outstanding							2,647,709	2,621,375
Proceeds from sale of shares								$ 90,000
Series E Preferred Stock [Member]
Preferred stock, shares authorized							12,500,000	12,500,000
Preferred stock, shares outstanding							0	0
Series D Preferred Stock [Member]
Preferred stock, shares authorized							12,500,000	12,500,000
Preferred stock, shares outstanding							0	0
Series B Preferred Stock [Member]
Preferred stock, shares authorized							5,000,000	5,000,000
Preferred stock, shares issued upon services									50,000
Shares issued upon conversion of common stock, shares							15,337	691,629
Conversion of preferred stock to common stock, shares							1,533,700
Preferred stock, shares outstanding							2,150,000	1,762,500
Shares issued against settlement, shares								61,306
Shares issued against settlement, value								$ 30,652
Shares issued upon conversion, value								$ 138,635
Series B Preferred Share [Member]
Preferred stock, shares authorized							5,000,000
Preferred stock, shares issued upon services							387,500		575,000
Preferred stock, shares outstanding							2,150,000	1,762,500
Description for voting rights				The voting rights from a ratio of 200 votes for each share of Series B Preferred Stock to 1,000 votes for each share of Series B Preferred Stock. In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, each Holder shall be entitled to receive prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of any Junior Stock, an amount (the "Liquidation Preference") equal to $0.001 per Share held by such Holder
ICPI [Member] | Series C Preferred Stock [Member]
Preferred stock, shares issued upon services							2,200,000	2,200,000
Shares issued in exchange of retirement of series A warrants								1,700,000
Shares issued against market consultant								77,500
Shares issued upon settlement of liability								500,000
Typenex Co-Investments, LLC [Member]
Cashless warrant notice, description					The Company permitted Typenex to submit a new Notice of Exercise for 45,000 shares.	Notice of Exercise seeking 529,682 shares pursuant to a Warrant dated on or about May 14, 2014.
Common stock, shares received					$ 50,000

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
INCOME TAXES
Net operating losses	$ 4,850,000	$ 4,389,477
Less: valuation allowance	(4,850,000)	(4,389,477)
Net deferred tax asset	$ 0	$ 0

INCOME TAXES (Details 1)

INCOME TAXES (Details 1)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
INCOME TAXES
U.S. Federal statutory tax rate	35.00%	35.00%
State income tax, net of U.S. Federal tax benefit	6.50%	6.50%
Change in valuation allowance	(41.50%)	(41.50%)
Annual tax rate	0.00%	0.00%

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	12 Months Ended
	Dec. 31, 2016USD ($)
INCOME TAXES
Net operating loss carry forward expiration date	expire in the years 2032 – 2034.
Net operating loss carry-forward	$ 12,436,000

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - USD ($)	1 Months Ended
	May 31, 2018	Apr. 21, 2017	Dec. 31, 2016	Dec. 31, 2017
Contingent consideration liabilities			$ 713,581	$ 713,581
MA & Associates [Member] | 40% Investment Agreement [Member]
Contingent consideration liabilities			713,581
Cash			$ 678,000
Series C Preferred Stock [Member]
Preferred stock, share issued			2,621,375	2,647,709
Shares to be issued, shares			50,000
Shares to be issued, value			$ 35,000
Ms Eveland [Member]
Settlement amount	$ 5,000
Claim for Unpaid wages		$ 15,000
Ms Eveland [Member] | Preferred series C [Member]
Preferred stock, share issued	40,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended			12 Months Ended
	Jun. 30, 2020	May 31, 2020	May 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Proceeds from bridge loan				$ 150,000
Common shares issued for conversion of debt amount				885,067	$ 1,042,688
Holder [Member]
Common shares issued for conversion of debt amount				$ 159,238
Common shares issued for conversion of debt				2,074,969,990
February 2018 [Member]
Convertible notes payable				$ 28,500
Interest rate				12.00%
Debt conversion description				The conversion term is a 45% discount to market over the prior 20 days.
Preferred series B [Member] | Board Members [Member] | November 2019 [Member]
Shares issued in exchange for services				1,090,000
Ms. Eveland [Member]
Settlement amount			$ 5,000
Subsequent Event [Member] | MA and Associates [Member]
Desciption for equity interst	The Company sold the remaining 10% equity interest from the November 22, 2017 Membership Interest Agreement in MA & Associates for an aggregate total of $226,388.
Subsequent Event [Member] | Ms. Eveland [Member]
Issuance of series C preferred stock shares			40,000
Issuance of series C preferred stock amount			$ 1,200
Shares issued in exchange of bridge loan		1,140,000
Settlement amount			$ 5,000
Shares issued in exchange of bridge loan, value		$ 150,000