Diego Pellicer Worldwide (DPWW) 10-Q 18 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 12, 2019
Document And Entity Information
Entity Registrant Name	DIEGO PELLICER WORLDWIDE, INC
Entity Central Index Key	0001559172
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity's Reporting Status Current	Yes
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity File Number	000-54530
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Entity Common Stock, Shares Outstanding		76,270,981
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 361,918	$ 60,437
Accounts receivable	341,725	148,859
Prepaid expenses	5,500	54,170
Total current assets	709,143	263,466
Property and equipment, net		139,595
Other receivable	592,608	344,761
Security deposits	150,000	270,000
Right of Use Assets	3,301,629
Total assets	4,753,380	1,017,822
Current liabilities:
Accounts payable	573,924	612,580
Accrued payable - related party	464,028	414,106
Accrued expenses	502,377	354,121
Notes payable - related party	140,958	140,958
Notes payable	133,403	133,403
Convertible notes, net of discount and costs	1,888,795	1,173,319
Deferred rent		178,210
Derivative liabilities	4,892,629	6,000,830
Contingent liabilities	136,800	257,910
Lease Liabilities	717,083
Warrant liabilities	1,462	16,576
Total current liabilities	9,451,459	9,282,013
Lease Liabilities	2,422,446
Total liabilities	11,873,905	9,282,013
Deficiency in stockholders' equity:
Preferred stock, Series A and B, par value $.0001 per share; 5,000,000 shares authorized, none issued and outstanding
Common stock, par value $.000001 per share; 840,000,000 shares authorized, 76,270,981 and 28,287,414 shares issued, respectively	77	28
Additional paid-in capital	42,657,528	40,378,973
Stock to be issued	457,801	710,838
Accumulated deficit	(50,235,931)	(49,354,030)
Total deficiency in stockholders' equity	(7,120,525)	(8,264,191)
Total liabilities and deficiency in stockholders' equity	$ 4,753,380	$ 1,017,822

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Common stock, par value	$ .000001	$ 0.000001
Common stock, shares authorized	840,000,000	840,000,000
Common stock, shares issued	76,270,981	28,287,414
Series A Preferred Stock [Member]
Preferred stock, par value	$ .0001	$ .0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding

Condensed Consolidated Statemen

Condensed Consolidated Statements Of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenues
Net rental revenue	$ 388,218	$ 405,662	$ 1,257,255	$ 1,068,462
Rental expense	(280,613)	(289,155)	(858,136)	(843,010)
Gross profit	107,605	116,507	399,119	225,452
Operating expenses:
General and administrative expenses	349,608	629,421	1,272,086	1,837,240
Selling expense	12,269	19,616	42,406	42,955
Depreciation expense	0	150,572	139,595	428,602
Loss from Operations	(254,272)	(683,102)	(1,054,968)	(2,083,345)
Other income (expense)
Other income (expense)	145	104	217	2,938
Interest expense	(856,017)	(847,741)	(2,468,228)	(1,880,808)
Gain on sale of lease			534,649
Loss on debt issuance		(2,883,659)		(2,883,659)
Write off of accounts receviable		(23,966)		(23,966)
Extinguishment of debt	88,063	18,165	218,196	47,918
Change in derivative liabilities	2,467,245	(603,021)	1,873,119	2,608,996
Change in value of warrants	1,038	7,810	15,114	180,268
Total other income (loss)	1,700,474	(4,332,308)	173,067	(1,948,313)
Provision for taxes
Net income (loss)	$ 1,446,202	$ (5,015,410)	$ (881,901)	$ (4,031,658)
Income (loss) per share - basic	$ 0.02	$ (0.30)	$ (0.02)	$ (0.32)
Income (loss) per share - diluted	$ .00	$ (0.30)	$ (0.02)	$ (0.32)
Weighted average common shares outstanding - basic	63,999,272	16,534,512	50,426,491	12,681,249
Weighted average common shares outstanding - diluted	546,632,422	16,534,512	50,426,491	12,681,249

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Common Stock	Treasury Stock	Preferred Stock	Additional Paid-in Capital	Accumulated Deficit	Common Stock to be Issued	Total
Balance, beginning at Dec. 31, 2017	$ 7			$ 34,422,474	$ (42,723,586)	$ 2,397,218	$ (5,903,887)
Balance, beginning, shares at Dec. 31, 2017	7,128,849
Sale of common stock				19,770		1,102	20,872
Sale of common stock, shares	41,054
Issuance of common shares for services				121,026		(10,456)	110,570
Issuance of common shares for services, shares	379,798
Issuance of common shares for services - related parties	$ 4			2,677,173		(1,831,275)	845,902
Issuance of common shares for services - related parties, shares	3,722,379
Common stock issued upon conversion of notes payable	$ 8			2,138,682		(11,859)	2,126,831
Common stock issued upon conversion of notes payable, shares	7,622,008
Fair value of warrants and options granted for services				238,599			238,599
Shares Issued to settle accounts payable				47,254			47,254
Shares Issued to settle accounts payable, shares	75,000
Issuance of common shares for inducement of lease extension				20,500			20,500
Issuance of common shares for inducement of lease extension, shares	125,000
Security shares		$ (26,730)		26,730
Security shares, shares	40,500
Shares to be cancelled for convertible note						(443,855)	(443,855)
Shares to be cancelled for convertible note, shares
Net loss					(4,031,658)		(4,031,658)
Balance, ending at Sep. 30, 2018	$ 19	$ (26,730)		39,712,208	(46,755,244)	100,875	(6,968,872)
Balance, ending, shares at Sep. 30, 2018	19,134,588
Balance, beginning at Jun. 30, 2018	$ 14	$ (26,730)		38,818,659	(41,739,834)	486,956	(2,460,935)
Balance, beginning, shares at Jun. 30, 2018	13,814,391
Issuance of common shares for services				48,188		(8,018)	40,170
Issuance of common shares for services, shares	311,675
Issuance of common shares for services - related parties	$ 1			166,014		65,792	231,807
Issuance of common shares for services - related parties, shares	684,622
Common stock issued upon conversion of notes payable	$ 4			617,918			617,922
Common stock issued upon conversion of notes payable, shares	4,198,900
Fair value of warrants and options granted for services				40,929			40,929
Issuance of common shares for inducement of lease extension				20,500			20,500
Issuance of common shares for inducement of lease extension, shares	125,000
Shares to be cancelled for convertible note						(443,855)	(443,855)
Shares to be cancelled for convertible note, shares
Net loss					(5,015,410)		(5,015,410)
Balance, ending at Sep. 30, 2018	$ 19	$ (26,730)		39,712,208	(46,755,244)	100,875	(6,968,872)
Balance, ending, shares at Sep. 30, 2018	19,134,588
Balance, beginning at Dec. 31, 2018	$ 28	$ (26,730)		40,405,703	(49,354,030)	710,838	(8,264,191)
Balance, beginning, shares at Dec. 31, 2018	28,287,414
Issuance of common shares for services	$ 5			398,452		(312,839)	85,618
Issuance of common shares for services, shares	4,475,943
Issuance of common shares for services - related parties	$ 7			455,250		84,699	539,956
Issuance of common shares for services - related parties, shares	7,244,637
Common stock issued upon conversion of notes payable	$ 37			1,411,188		(133,018)	1,278,207
Common stock issued upon conversion of notes payable, shares	36,938,746
Fair value of warrants and options granted for services				121,786			121,786
Shares to be cancelled for convertible note				(108,121)		108,121
Shares to be cancelled for convertible note, shares	(675,759)
Net loss					(881,901)		(881,901)
Balance, ending at Sep. 30, 2019	$ 77	$ (26,730)		42,684,258	(50,235,931)	457,801	(7,120,525)
Balance, ending, shares at Sep. 30, 2019	76,270,981
Balance, beginning at Jun. 30, 2019	$ 55	$ (26,730)		42,253,745	(51,682,133)	444,973	(9,010,090)
Balance, beginning, shares at Jun. 30, 2019	54,504,872
Issuance of common shares for services	$ 1			25,327		(1,993)	23,335
Issuance of common shares for services, shares	1,478,693
Issuance of common shares for services - related parties	$ 4			81,196		(42,000)	39,200
Issuance of common shares for services - related parties, shares	3,632,972
Common stock issued upon conversion of notes payable	$ 17			283,394		56,821	340,232
Common stock issued upon conversion of notes payable, shares	16,654,444
Fair value of warrants and options granted for services				40,596			40,596
Net loss					1,446,202		1,446,202
Balance, ending at Sep. 30, 2019	$ 77	$ (26,730)		$ 42,684,258	$ (50,235,931)	$ 457,801	$ (7,120,525)
Balance, ending, shares at Sep. 30, 2019	76,270,981

Condensed Consolidated Statem_2

Condensed Consolidated Statement Of Cash Flow (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net income (loss)	$ (881,901)	$ (4,031,658)
Adjustments to reconcile net income (loss) to net
Depreciation	139,595	428,602
Impairment
Change in fair value of derivative liability	(1,873,119)	(2,608,996)
Change in value of warrants	(15,114)	(180,268)
Amortization of debt related cost	2,203,630	1,710,378
Extinguishment of debt	(218,196)	(47,918)
Loss on debt issuance		2,883,659
Stock based compensation	697,358	1,097,350
Changes in operating assets and liabilities:
Accounts receivable	(172,866)	(19,354)
Inventory		27,945
Prepaid expenses	48,670	(38,229)
Other assets	(247,847)	(284,184)
Accounts payable	(38,655)	(29,541)
Accrued liability - related parties	49,922	108,276
Accrued expenses	195,423	(117,754)
Lease liabilities	(240,310)	(30,238)
Contingent liabilities	(71,110)
Cash used in operating activities	(424,519)	(1,131,930)
Cash flows from financing activities:
Debt costs	(16,225)	(16,000)
Proceeds from notes payable		250,000
Proceeds from convertible notes payable	862,725	903,750
Repayments of convertible notes payable	(120,500)	(75,269)
Repayments of notes payable
Proceeds from sale of common stock		20,872
Cash provided by financing activities	726,000	1,083,353
Net increase (decrease) in cash	301,481	(48,577)
Cash, beginning of period	60,437	158,702
Cash, end of period	361,918	110,125
Cash paid for interest
Cash paid for taxes
Supplemental schedule of noncash financial activities:
Stock issued for debt settlement
Notes converted to stock	767,533	696,815
Accrued interest converted to stock	47,165	64,785
Value of common stock to be issued for conversion of notes and accrued interest		1,508,909
Value of derivative liability extinguished upon conversion and pay off of notes and accrued interest	891,922	845,752
Accounts payable and accrued expenses paid with common stock	50,000	165,474
Note issue discount	870,500
Leasehold improvements paid by tenant		228,866
Debt issuance costs deducted from proceeds of notes	$ 16,225	$ 35,250

Organization and Operations

Organization and Operations	9 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Operations	Note 1 – Organization and Operations History On March 13, 2015, Diego Pellicer Worldwide, Inc. (the Company) (f/k/a Type 1 Media, Inc.) closed on a merger and share exchange agreement by and among (i) the Company, and (ii) Diego Pellicer World-wide 1, Inc., a Delaware corporation, (“Diego”), and (iii) Jonathan White, the majority shareholder of the Company. Diego was merged with and into the Company with the Company to continue as the surviving corporation in the merger. The Company succeeded to and assumed all the rights, assets, liabilities, debts, and obligations of Diego. Prior to the merger, 3,135,000 shares of Type 1 Media, Inc. were issued and outstanding. The principal owners of the Company agreed to transfer their 2,750,000 issued and outstanding shares to a third party in consideration for $169,000 and cancellation of their 2,750,000 shares. The remaining issued and outstanding shares are still available for trading in the marketplace. At the time of the merger, Type 1 Media, Inc. had no assets or liabilities. Accordingly, the business conducted by Type 1 prior to the merger is not being operated by the combined entity post-merger. At the closing of the merger, Diego common stock issued and outstanding immediately prior to the closing of the merger was exchanged for the right to receive one share of the surviving corporation for each share of Diego. An aggregate of 1,081,613 common shares of the surviving corporation were issued to the holders of Diego in exchange for their common shares representing approximately 74% of the combined entity. The merger has been accounted for as a reverse merger and recapitalization in which Diego is treated as the accounting acquirer and Diego Pellicer Worldwide, Inc. is the surviving corporation. Business Operations The Company leases real estate to licensed marijuana operators providing complete turnkey growing space, processing space, recreational and medical retail sales space and related facilities to licensed marijuana growers, processors, dispensary and recreational store operators. Additionally, the Company plans to explore ancillary opportunities in the regulated marijuana industry as well as offering for wholesale distribution branded non-marijuana clothing and accessories. Until Federal law allows, the Company will not grow, harvest, process, distribute or sell marijuana or any other substances that violate the laws of the United States of America or any other country.

Significant and Critical Accoun

Significant and Critical Accounting Policies and Practices	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Significant and Critical Accounting Policies and Practices	Note 2 – Significant and Critical Accounting Policies and Practices The management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company's financial condition and results and require management's most difficult, subjective, or complex judgments, often because of the need to make estimates about the effects of matters that are inherently uncertain. The Company's significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. Basis of Presentation The accompanying condensed consolidated financial statements of Diego Pellicer Worldwide, Inc. were prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with U.S. GAAP. The accompanying condensed consolidated balance sheet at December 31, 2018, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America ("U.S. GAAP"). The accompanying unaudited condensed consolidated financial statements as of September 30, 2019 and for the three and nine months ended September 30, 2019 and 2018, have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the U.S. Securities and Exchange Commission ("SEC") on the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the condensed consolidated financial statements. The condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or any future periods. Principles of Consolidation The financial statements include the accounts of Diego Pellicer Worldwide, Inc., and its wholly-owned subsidiary Diego Pellicer World-wide 1, Inc. Intercompany balances and transactions have been eliminated in consolidation. Reclassifications $344,761 of other receivable of prior year amounts were reclassified from current assets to long term assets to conform to the manner of presentation in the current period. These reclassifications had no effect on the Company's balance sheet, net loss or stockholders' equity. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities and derivative financial instruments issued in financing transactions and share based payment arrangements, determining the fair value of the warrants received for a licensing agreement, the collectability of accounts receivable, valuation of right of use assets and lease liabilities and deferred taxes and related valuation allowances. Certain estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could influence our estimates that could cause actual results to differ from our estimates. The Company intends to re-evaluate all its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. Fair Value Measurements The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Fair Value of Financial Instruments As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2019 and December 31, 2018. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. The following table reflects assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of September 30, 2019 Fair Value Measurement Using Level 1 Level 2 Level 3 Total Derivative liabilities $ — $ — $ 4,893 $ 4,893 Stock warrant liabilities — — 1 1 $ — $ — $ 4,894 $ 4,894 As of December 31, 2018 Fair Value Measurement Using Level 1 Level 2 Level 3 Total Derivative Liabilities $ — $ — $ 6,001 $ 6,001 Stock warrant Liabilities — — 17 17 $ — $ — $ 6,018 $ 6,018 Cash The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation, and the National Credit Union Share Insurance Fund, up to $250,000. The Company's accounts at these institutions may, at times, exceed the federal insured limits. The Company has not experienced any losses in such accounts. Revenue recognition The Company has adopted the new revenue recognition guidelines in accordance with ASC 606, Revenue from Contracts with Customers The Company analyzes its contracts to assess that they are within the scope and in accordance with ASC 606. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, whether for goods and services or licensing, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Thus, during the initial term of the lease, management has a policy of partial rent forbearance when the tenant first opens the facility to assure that the tenant has the opportunity for success. Management may be required to exercise considerable judgment in estimating revenue to be recognized. Prior to the adoption of ASC Topic 842, Leases Leases When management concludes that the Company is the owner of tenant improvements, management records the cost to construct the tenant improvements as a capital asset. In addition, management records the cost of certain tenant improvements paid for or reimbursed by tenants as capital assets when management concludes that the Company is the owner of such tenant improvements. For these tenant improvements, management records the amount funded or reimbursed by tenants as deferred revenue, which is amortized as additional rental income over the term of the related lease. When management concludes that the tenant is the owner of tenant improvements for accounting purposes, management records the Company’s contribution towards those improvements as a lease incentive, which is amortized as a reduction to rental revenue on a straight-line basis over the term of the lease. In accordance with ASC 842, Leases Income Taxes Income taxes are provided for using the liability method of accounting in accordance with the Income Taxes Topic of the FASB ASC. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized and when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The computation of limitations relating to the amount of such tax assets, and the determination of appropriate valuation allowances relating to the realizing of such assets, are inherently complex and require the exercise of judgment. As additional information becomes available, the Company continually assesses the carrying value of their net deferred tax assets. Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 "Contracts in Entity's Own Equity." The Company classifies as assets or liabilities any contracts that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. Stock-Based Compensation The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. The Company calculates the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. The adoption of new standard did not have a material impact on the Company’s Consolidated Financial Statements. Income (loss) per common share The Company utilizes ASC 260, “Earnings per Share” for calculating the basic and diluted loss per share. In accordance with ASC 260, the basic and diluted loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per share is computed similar to basic loss per share except that the denominator is adjusted for the potential dilution that could occur if stock options, warrants, and other convertible securities were exercised or converted into common stock. Potentially dilutive securities are not included in the calculation of the diluted loss per share if their effect would be anti-dilutive. The Company has 533,059,641 and 60,158,160 common stock equivalents at September 30, 2019 and 2018, respectively. For the nine months ended September 30, 2019, the 482,633,150 potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share. Legal and regulatory environment The cannabis industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, and different taxation between federal and state. Federal government activity may increase in the future with respect to companies involved in the cannabis industry concerning possible violations of federal statutes and regulations. Management believes that the Company is in compliance with local, state and federal regulations, while no regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation, as well as regulatory actions unknown or unasserted at this time. Recent accounting pronouncements. Leasing Effective January 1, 2019 the Company adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update No. 2016-02, “Leases (Topic 842)” which superseded previous lease guidance ASC 840, Leases. Topic 842 is a new lease model that requires a company to recognize right-of-use (“ROU”) assets and lease liabilities on the balance sheet. The Company adopted the standard using the modified retrospective approach that does not require the restatement of prior year financial statements. The adoption of Topic 842 did not have a material impact on the Company’s consolidated income statement or consolidated cash flow statement. The adoption of Topic 842 resulted in the recognition of ROU assets of $4,110,363 and corresponding lease liabilities of $4,076,629 as of January 1, 2019 for leases classified as operating leases. In addition, the deferred rent liability as of January 1, 2019, was reclassified as a reduction in the ROU assets. Topic 842 also applies to the Company's sub-lease revenues, however, the adoption of Topic 842 did not have a significant impact on the Company's accounting for its sub-lease agreements. The Company adopted the package of practical expedients and transition provisions available for expired or existing contracts, which allowed the Company carryforward its historical assessments of 1) whether contracts are or contain leases, 2) lease classification and 3) initial direct costs. Additionally, for real estate leases, the Company adopted the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component. The Company also elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. Further, the Company elected the short-term lease exception policy, permitting it exclude the recognition requirements for leases with terms of 12 months or less. See Note 10 for additional information about leases. Stock Compensation In June 2018, the FASB issued ASU No. 2018-07 “Improvements to Non-employee Share-based Payment Accounting" ("ASU 2018-07"). ASU 2018-07 amends ASC 718, "Compensation - Stock Compensation" ("ASC 718"), with the intent of simplifying the accounting for share-based payments granted to non-employees for goods and services and aligning the accounting for share-based payments granted to non-employees with the accounting for share-based payments granted to employees. The Company adopted ASU 2018-07 on January 1, 2019 using the modified retrospective approach as required. ASU 2018-07 replaced ASC 505-50, "Equity-Based Payments to Non-employees" ("ASC 505-50") which was previously applied by the Company for warrants granted to consultants and non-employees. In July 2018, the FASB issued ASU 2018-09, Codification Improvements. Compensation-Stock Compensation-Income Taxes, Compensation-Stock Compensation-Income Taxes, Income Taxes In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. This standard amends Accounting Standards Codification 740, Income Taxes (ASC 740) to provide guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the Tax Reform Act) pursuant to Staff Accounting Bulletin No. 118, which allows companies to complete the accounting under ASC 740 within a one-year measurement period from the Tax Act enactment date. This standard is effective upon issuance. As described in the footnotes to the Annual Report on Form 10-K, the Company’s accounting for the tax effects of enactment of the Tax Reform Act is being assessed; however, in certain cases, as described below, we made a reasonable estimate of the effects on our existing deferred tax balances and valuation allowance. Revenue from Contracts with Customers On January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, “ASC 606”), which (i) creates a single framework for recognizing revenue from contracts with customers that fall within its scope. The majority of the Company’s revenues come from rental income that are outside the scope of ASC 606. The Company’s licensing revenue that fall within the scope of ASC 606 are presented within other income and are recognized as revenue as the time of grant. The Company adopted ASC 606 using the full retrospective method applied to all contracts not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606 while prior period amounts continue to be reported in accordance with legacy GAAP. The Company recorded a net change in retained earnings of $369,000 as of January 1, 2017 due to the cumulative effect of adopting ASC 606. The income statement impact of adopting ASC 606 for the nine months ended September 30, 2019 $40,500 is outlined below: For The Nine months Ended September 30, 2018 As reported Under Legacy GAAP Impact of ASC 606 Other income (expense) $ — $ — $ — Licensing revenue — 40,500 (40,500 ) Total other income (loss) (1,948,313 ) (1,907,813 ) (40,500 ) Net Loss $ (4,031,658 ) $ (3,991,158 ) $ (40,500 ) Income (loss) per share - basic $ 0.32 $ (0.31 ) $ (0.01 ) Income (loss) per share - diluted $ 0.32 $ (0.31 ) $ (0.01 )

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 3 - Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since inception, its current liabilities exceed its current assets by $8,742,316, and has an accumulated deficit of $50,235,931 at September 30, 2019. These factors raise substantial doubt about its ability to continue as a going concern over the next twelve months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company believes that it has sufficient cash on hand and cash generated by real estate leases to sustain operations provided that management and board members continue to agree to be paid company stock in exchange for accrued compensation. There are other future noncash charges in connection with financing such as a change in derivative liability that will affect income but have no effect on cash flow. Although the Company has been successful raising additional capital, there is no assurance that the company will sell additional shares of stock or borrow additional funds. The Company's inability to raise additional cash could have a material adverse effect on its financial position, results of operations, and its ability to continue in existence. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management believes that the Company's future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of stock or borrow additional funds. However, cash generated from lease revenues is currently exceeding lease costs, but is insufficient to cover operating expenses.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2019
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 4 - Property and Equipment As of September 30, 2019 and December 31, 2018, fixed assets and the estimated lives used in the computation of depreciation are as follows: Estimated Useful Lives September 30, 2019 December 31, 2018 Leasehold improvements 10 years 515,450 1,082,280 Less: Accumulated depreciation and amortization (515,450 ) (942,685 ) Property and equipment, net $ — $ 139,595 On May 6, 2019, the Company entered into an agreement with a third party, which the Company sold the Seattle leased location for $550,000 in cash. The Company plans to allocate to its efforts in a new location and cannabis grow facilities in Colorado. In connection with the that, full amortized leasehold improvements with a historical cost of $566,830 were sold during the sale. During the three months ended September 30, 2019 and 2018, the Company recorded depreciation expense of $0 and $150,572, respectively. During the nine months ended September 30, 2019 and 2018, the Company recorded depreciation expense of $139,595 and $428,602, respectively.

Other Assets

Other Assets	9 Months Ended
	Sep. 30, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Assets	Note 5 – Other Assets Security deposits: Deposits – end of lease:

Related Party

Related Party	9 Months Ended
	Sep. 30, 2019
Related Party Transactions [Abstract]
Related Party	Note 6 – Related Party As of September 30, 2019 and December 31, 2018, the Company has accrued compensation to CEO, CFO and Director in the amount of $464,028, and $414,106, respectively. For the three months ended September 30, 2019 and 2018, total cash-based compensation to related parties was $122,099 and $177,099, respectively. For the three months ended September 30, 2019 and 2018, total share-based compensation to related parties was $136,616 and $228,832, respectively. For the nine months ended September 30, 2019 and 2018, total cash-based compensation to related parties was $379,597 and $557,954, respectively. For the nine months ended September 30, 2019 and 2018, total share-based compensation to related parties was $661,742 and $874,471 respectively. These amounts are included in general and administrative expenses in the accompanying financial statements. At September 30, 2019, the Company owed Mr. Throgmartin, former CEO (See Note 11), $140,958 pursuant to a promissory note dated August 12, 2016. This note accrued interest at the rate of 8% per annum and payable upon the earlier date of (i) the second anniversary date of the promissory notes, (ii) the date all of the current investor notes, in the outstanding aggregate principal and accrued interest amount of approximately $1,480,000 at September 30, 2016, have been paid in full and the Company has achieved gross revenues of at least $3,000,000 over any consecutive 12-month period. The balance of related party note was $140,958 and $140,958 at September 30, 2019 and December 31, 2018, respectively. As of August 19, 2019, the note was past the maturity date, however the Company has not yet received a default notice.

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2019
Notes Payable [Abstract]
Notes Payable	Note 7 – Notes Payable On August 31, 2015, the Company issued a note in the amount of $126,000 with third parties for use as operating capital. The note was amended to include accrued interest on October 31, 2016 and extended the maturity date to October 31, 2018. As of September 30, 2019 and December 31, 2018 the outstanding principal balance of the note was $133,403. As of August 19, 2019, the note was past the maturity date, however the Company has not yet received a default notice.

Convertible Notes Payable

Convertible Notes Payable	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Convertible Notes Payable	Note 8 – Convertible Notes Payable The Company has issued several convertible notes which are outstanding. The note holders shall have the right to convert principal and accrued interest outstanding into shares of common stock at a discounted price to the market price of our common stock. The conversion feature was recognized as an embedded derivative and was valued using a Black Scholes model that resulted in a derivative liability of $4,892,629 at September 30, 2019. In connection with the issuance of certain of these notes, the Company also issued warrants to purchase its common stock. The Company allocated the proceeds of the notes and warrants based on the relative fair value at inception. Several convertible note holders elected to convert their notes to stock during the nine months ended September 30, 2019. The table below provides the note payable activity for the nine months ended September 30, 2019, and also a reconciliation of the beginning and ending balances for the derivative liabilities measured using fair significant unobservable inputs (Level 3) for the nine months ended September 30, 2019: Convertible Notes Discount Convertible Notes, Net of Discount Derivative Liabilities Balance, December 31, 2018 $ 3,324,487 $ 2,151,167 $ 1,173,319 $ 6,000,830 Issuance of convertible notes 870,500 886,725 (16,225 ) 1,656,840 Conversion of convertible notes (767,533 ) (210,217 ) (557,316 ) (835,725 ) Repayment of convertible notes (122,500 ) — (120,500 ) (56,197 ) Change in fair value of derivatives — — — (1,873,119 ) Amortization — (1,409,516 ) 1,409,516 — Balance September 30, 2019 $ 3,306,954 $ 1,418,159 $ 1,888,795 $ 4,892,629 During the nine months ended September 30, 2019, $767,533 of notes and $47,165 of accrued interest was converted into 36,938,746 shares of common stock and 434,783 shares were issued which were authorized as of December 31, 2018. A gain on extinguishment of debt of $165,659 has been recorded related to these conversions. As of November 15, 2019, several convertible notes in aggregate principal of $217,500 were past their maturity dates, however the Company has not yet received a default notice. On July 17, 2018, the Company entered into a certain Equity and Debt Restructure Agreement with two, long-time investors in the Company (the “Restructure Agreement”). Pursuant to the material terms of the Restructure Agreement, the investors agreed to return and cancel their collective 2,774,093 restricted Company common shares, which had been received from the prior conversion of their older convertible notes, in exchange for the Company’s issue to them recast convertible promissory notes. Accordingly, on the same date, these investors were each issued a First Priority Secured Promissory Note (the “Note” or “Notes”), in the principal amount of $1,683,557.77 and $545,606.96, respectively. In connection with this transaction, one of these investors agreed to loan the Company an additional $700,000. In 2018, the Company has received $220,000 cash proceeds of the additional $700,000 loan. Fair value of 2,774,093 restricted Company common shares were determined in the amount of $443,855 using market price and fair value of the embedded conversion feature were determined in the amount of $3,555,888 using Black Sholes Merton Option Model. As the result of the transaction, the Company recorded $2,892,033 in financing costs, and $2,449,275 as debt discount during year ended December 31, 2018. On March 29, 2019, the Company received $100,000 cash proceeds from the additional $700,000 loan. The conversion feature related to $100,000 were determined in the amount of $154,861 using Black Sholes Merton Option Model. During three months ended September 30, 2019, the Company received $345,000 cash proceeds from the additional $700,000 loan. The conversion feature related to $345,0000 were determined in the amount of $547,864 using Black Sholes Merton Option Model. During the nine months ended September 30, 2019, we recorded $257,725 loss related to financing costs and $445,000 as debt discount. The following assumptions were used in the Black Scholes model in calculating the embedded conversion features and current liabilities for the periods ended September 30, 2019 and September 30, 2018. September 30, 2019 September 30, 2018 Risk-free interest rates 1.72 – 2.60 % 1.89-2.33 % Expected life (years) 0.08 – 1.25 0.03-2.00 Expected dividends 0 % 0 % Expected volatility 70-557 % 100-233 %

Stockholder's Equity (Deficit)

Stockholder's Equity (Deficit)	9 Months Ended
	Sep. 30, 2019
Equity [Abstract]
Stockholder's Equity (Deficit)	Note 9 – Stockholders’ Equity (Deficit) During the nine months ended September 30, 2019: During the nine months ended September 30, 2019, $767,533 of notes and $47,165 of accrued interest was converted into 36,938,746 shares of common stock and 434,783 shares were issued which were authorized as of December 31, 2018. A gain on extinguishment of debt of $165,659 has been recorded related to these conversions. As of September 30, 2019, 35,844 shares, valued at $35,844 for debt conversion were authorized, but not issued as of September 30, 2019. We issued 4,475,943 shares of common stock, valued at $85,618, for services. As September 30, 2019, 46,880 shares, valued at $9,594 for services were authorized, but not issued as of September 30, 2019, and included in stock to be issued in the accompanying condensed consolidated balance sheet. We issued 7,244,637 shares of common stock, valued at $539,956, for related party services. As September 30, 2019, 8,668,120 shares, valued at $409,713 for services were authorized, but not issued as of September 30, 2019. As of September 30, 2019, 5,000 shares were sold for $2,648 previously, but not issued. During the nine months ended September 30, 2018: Holders of convertible notes converted $830,145 of notes and $69,037 of accrued interest into 6,673,717 shares of common stock valued at $1,938,819. Additionally, 3,884 shares, valued at $13,983, for the conversion of notes, were authorized but not issued as of September 30, 2018. Shares authorized but unissued at December 31, 2017 totaling 24,488 shares were issued during 2018. We issued 40,500 common shares as security for the payment of convertible notes. The shares, valued at $26,730 are held in escrow, are refundable and are recorded in a contra equity account. We sold 41,500 shares of common stock and received proceeds of $20,872. Of these shares, 5,000 valued at $2,648, were not issued as of September 30, 2018. We issued 16,804 shares of common stock that were sold in 2017 and classified as shares to be issued at December 31, 2017. We issued 2,108,587 shares of common stock, valued at $301,253 as share-based compensation to related parties. Additionally, 280,693 shares, valued at $130,868, were authorized to be issued for related party services, but were not issued as of September 30, 2018. We issued 1,023,367 shares of common stock that were authorized as share-based compensation to related parties in 2017 and classified as shares to be issued at December 31, 2017. We issued 361,275 shares of common stock, valued at $70,680, for services. Additionally, 22,306 shares, valued at $4,232 for services, were authorized but not issued as of September 30, 2018. We issued 98,417 shares of common stock that were authorized as share-based compensation in 2017 and classified as shares to be issued at December 31, 2017. We issued 669,082 shares of common stock for payment of a related party note in the amount of $166,354, plus accrued interest of $21,658. We issued an excess 273,245 shares of common stock to a related party; these shares are in the process of being cancelled. We issued 75,000 shares of common stock, valued at $47,254, to settle accounts payable to a consultant. We issued 125,000 shares of common stock, valued at $20,500, for an inducement of extension of sublease. As a condition of management employment, the Board of Directors approved employment agreements with three key executives. This agreement provided that additional shares will be granted each year at February 1 over the term of the agreement should their shares as a percentage of the total shares outstanding fall below prescribed ownership percentages. The CEO received an annual grant of additional shares each year to maintain his ownership percentage at 10% of the outstanding stock. The other two executives receive a similar grant to maintain each executive’s ownership percentage at 7.5% of the outstanding stock. At September 30, 2018, there is $392,998 accrued for the annual grants, representing 1,849,091 shares. The Company recorded compensation expense of $544,647 for the nine months ended September 30, 2018. The Company issued 748,896 shares that were accrued during 2018. The Company issued 1,161,065 shares of common stock that were accrued in 2017 and classified as shares to be issued at December 31, 2017. Common stock warrant activity: The Company has determined that certain of its warrants are subject to derivative accounting. The table below provides a reconciliation of the beginning and ending balances for the warrant liabilities measured using fair significant unobservable inputs (Level 3) for the nine months ended September 30, 2019: Balance at December 31, 2018 $ 16,576 Issuance of warrants — Change in fair value during period (15,114 ) Balance at September 30, 2019 $ 1,462 The following assumptions were used in calculations of the Black Scholes model for the periods ended September 30, 2019 and September 30, 2018. September 30, 2019 September 30, 2018 Annual dividend yield 0 % 0 % Expected life (years) 0.67 – 8.13 1.67 – 8.9 Risk-free interest rate 1.56 – 2.40 % 2.52 – 3.05 % Expected volatility 165 - 318 % 188 - 230 % Common stock option activity: During the nine months ended September 30, 2019 and 2018, the Company recorded total option expense of $121,786 and $197,076, respectively. Unamortized stock option expense at September 30, 2019 is $127,218, which will be charged to expense in 2019. The following represents a summary of all common stock option activity: Number of Weighted Average Weighted Average Balance outstanding, December 31, 2018 294,959 $ 5,17 7.15 Granted — — Forfeited (122,480 ) 5.00 7.35 Balance outstanding, September 30, 2019 172,479 $ 5.29 5.72 Exercisable, September 30, 2019 162,479 $ 5.25 5.97

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 10 – COMMITMENTS AND CONTINGENCIES Leases The Company leases property under operating leases. Property leases include retail and warehouse space with fixed rent payments and lease terms ranging from three to five years. The Company is obligated to pay the lessor for maintenance, real estate taxes, insurance and other operating expenses on certain property leases. These expenses are variable and are not included in the measurement of the lease asset or lease liability. These expenses are recognized as variable lease expense when incurred. The Company records the lease asset and lease liability at the present value of lease payments over the lease term. The leases typically do not provide an implicit rate; therefore, the Company uses its estimated incremental borrowing rate at the time of lease commencement to discount the present value of lease payments. The Company’s discount rate for operating leases at September 30, 2019 was 12%. Leases often include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. Lease expense is recognized on a straight-line basis over the lease term to the extent that collection is considered probable. As a result the Company been recognizing rents as they become payable. Our weighted-average remaining lease term is 4.88 years. As of September 30, 2019, the maturities of operating leases liabilities are as follows (in thousands): Operating Leases Remaining 2019 $ 290 2020 1,009 2021 872 2022 713 2023 727 2024 and beyond 443 Total 4,055 Less: amount representing interest (916 ) Present value of future minimum lease payments 3,139 Less: current obligations under leases 717 Long-term lease obligations $ 2,422 Rent expense is recognized on a straight-line basis over the life of the lease. Rent expense consists of the following: Nine months ended September 30, 2019 Operating lease costs $ 507,440 Variable rent costs 350,696 Total rent expense $ 858,136 As of December 31, 2018, the cash flows of operating leases over the next five years were as follows (in thousands): Operating Leases 2019 $ 1,258 2020 1,098 2021 965 2022 809 2023 800 2024 and beyond 443 Total minimum lease payments $ 5,330 Other information related to leases is as follows: Nine months ended September 30, 2019 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 924,316 Weighted-average remaining lease term - operating leases 4.46 yr Weighted-average discount rate - operating leases 12 % The Company recognized sublease income of $1,257,255 and $1,068,462 during the nine months ended September 30, 2019 and 2018, respectively. Employment Agreements As a condition of their employment, the Board of Directors approved employment agreements with three key executives. This agreement provided that additional shares will be granted each year over the term of the agreement should their shares as a percentage of the total shares outstanding fall below prescribed ownership percentages. The CEO received an annual grant of additional shares each year to maintain his ownership percentage at 10% of the outstanding stock. One other executive received a similar grant each to maintain his ownership percentage at 9% of the outstanding stock. Departure of Executive Officer On January 30, 2019, the Company executed a Separation Agreement and Release with David Thompson, its former Senior Vice President- Finance, finalizing his departure from the Company as an employee. Pursuant to its material terms, the Company will pay to Mr. Thompson aggregate cash payments of $206,250, based upon the Company’s receipt of certain gross sales receipts derived from its Alameda Store in Colorado, and certain stock grants based upon the Company’s outstanding common shares as of February 1, 2019, including a stock grant of 53,717 restricted common shares for accrued salary and 122,934 restricted common shares in exchange for his approximate 122,000 of stock options.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	Note 11 – Subsequent Events On October 29, 2019, Diego Pellicer Worldwide, Inc. (“Registrant”) accepted the resignation of Ron Throgmartin from his positions as CEO, President and Director. Mr. Throgmartin’s resignation was not the result of any disagreements with Registrant’s plan of operations, policies or management. On the same date, Registrant appointed Christopher D. Strachan, Registrant’s Chief Financial Officer, to membership on Registrant’s Board of Directors and appointed Nello Gonfiatini III, Regiatrant’s Chief Operations Officer, to the additional post of Chief Executive Officer. Ron Throgmartin signed a 5-year term Separation Agreement which, among other matters, terminated his Employment Agreement, as amended. The Corporation acknowledges that the Corporation currently owes to the Mr. Throgmartin the amount of $517,252.06 in principle and accrued interest of note payable, salary and fees, accrued during the 5 years of his employment. In addition, the Corporation further acknowledges that it will pay Mr Throgmartin fifty (50%) percent of his compensation due under the remaining Employment Agreement, or $614,583.33 under certain condition. This agreement provides that the Registrant will pay him $5,000 monthly against his accrued salary/fees and 50% of future compensation due under his terminated Employment Agreement, with certain accelerated payments in the event Registrant’s financial results attain certain EBITA benchmarks. Registrant shall have the right to require Mr. Throgmartin to provide consulting services to Registrant for a per diem fee of $500.

Significant and Critical Acco_2

Significant and Critical Accounting Policies and Practices (Policies)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements of Diego Pellicer Worldwide, Inc. were prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with U.S. GAAP. The accompanying condensed consolidated balance sheet at December 31, 2018, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America ("U.S. GAAP"). The accompanying unaudited condensed consolidated financial statements as of September 30, 2019 and for the three and nine months ended September 30, 2019 and 2018, have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the U.S. Securities and Exchange Commission ("SEC") on the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the condensed consolidated financial statements. The condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or any future periods.
Principles of Consolidation	Principles of Consolidation The financial statements include the accounts of Diego Pellicer Worldwide, Inc., and its wholly-owned subsidiary Diego Pellicer World-wide 1, Inc. Intercompany balances and transactions have been eliminated in consolidation.
Reclassifications	Reclassifications $344,761 of other receivable of prior year amounts were reclassified from current assets to long term assets to conform to the manner of presentation in the current period. These reclassifications had no effect on the Company's balance sheet, net loss or stockholders' equity.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities and derivative financial instruments issued in financing transactions and share based payment arrangements, determining the fair value of the warrants received for a licensing agreement, the collectability of accounts receivable, valuation of right of use assets and lease liabilities and deferred taxes and related valuation allowances. Certain estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could influence our estimates that could cause actual results to differ from our estimates. The Company intends to re-evaluate all its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.
Fair Value Measurements	Fair Value Measurements The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
Fair Value of Financial Instruments	Fair Value of Financial Instruments As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2019 and December 31, 2018. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. The following table reflects assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of September 30, 2019 Fair Value Measurement Using Level 1 Level 2 Level 3 Total Derivative liabilities $ — $ — $ 4,893 $ 4,893 Stock warrant liabilities — — 1 1 $ — $ — $ 4,894 $ 4,894 As of December 31, 2018 Fair Value Measurement Using Level 1 Level 2 Level 3 Total Derivative Liabilities $ — $ — $ 6,001 $ 6,001 Stock warrant Liabilities — — 17 17 $ — $ — $ 6,018 $ 6,018
Cash	Cash The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation, and the National Credit Union Share Insurance Fund, up to $250,000. The Company's accounts at these institutions may, at times, exceed the federal insured limits. The Company has not experienced any losses in such accounts.
Revenue Recognition	Revenue recognition The Company has adopted the new revenue recognition guidelines in accordance with ASC 606, Revenue from Contracts with Customers The Company analyzes its contracts to assess that they are within the scope and in accordance with ASC 606. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, whether for goods and services or licensing, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Thus, during the initial term of the lease, management has a policy of partial rent forbearance when the tenant first opens the facility to assure that the tenant has the opportunity for success. Management may be required to exercise considerable judgment in estimating revenue to be recognized. Prior to the adoption of ASC Topic 842, Leases Leases When management concludes that the Company is the owner of tenant improvements, management records the cost to construct the tenant improvements as a capital asset. In addition, management records the cost of certain tenant improvements paid for or reimbursed by tenants as capital assets when management concludes that the Company is the owner of such tenant improvements. For these tenant improvements, management records the amount funded or reimbursed by tenants as deferred revenue, which is amortized as additional rental income over the term of the related lease. When management concludes that the tenant is the owner of tenant improvements for accounting purposes, management records the Company’s contribution towards those improvements as a lease incentive, which is amortized as a reduction to rental revenue on a straight-line basis over the term of the lease. In accordance with ASC 842, Leases
Income Taxes	Income Taxes Income taxes are provided for using the liability method of accounting in accordance with the Income Taxes Topic of the FASB ASC. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized and when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The computation of limitations relating to the amount of such tax assets, and the determination of appropriate valuation allowances relating to the realizing of such assets, are inherently complex and require the exercise of judgment. As additional information becomes available, the Company continually assesses the carrying value of their net deferred tax assets.
Common Stock Purchase Warrants and Other Derivative Financial Instruments	Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 "Contracts in Entity's Own Equity." The Company classifies as assets or liabilities any contracts that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required.
Stock-Based Compensation	Stock-Based Compensation The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. The Company calculates the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. The adoption of new standard did not have a material impact on the Company’s Consolidated Financial Statements.
Income (loss) per common share	Income (loss) per common share The Company utilizes ASC 260, “Earnings per Share” for calculating the basic and diluted loss per share. In accordance with ASC 260, the basic and diluted loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per share is computed similar to basic loss per share except that the denominator is adjusted for the potential dilution that could occur if stock options, warrants, and other convertible securities were exercised or converted into common stock. Potentially dilutive securities are not included in the calculation of the diluted loss per share if their effect would be anti-dilutive. The Company has 533,059,641 and 60,158,160 common stock equivalents at September 30, 2019 and 2018, respectively. For the nine months ended September 30, 2019, the 482,633,150 potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share.
Legal and Regulatory Environment	Legal and regulatory environment The cannabis industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, and different taxation between federal and state. Federal government activity may increase in the future with respect to companies involved in the cannabis industry concerning possible violations of federal statutes and regulations. Management believes that the Company is in compliance with local, state and federal regulations, while no regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation, as well as regulatory actions unknown or unasserted at this time.
Recent accounting pronouncements	Recent accounting pronouncements. Leasing Effective January 1, 2019 the Company adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update No. 2016-02, “Leases (Topic 842)” which superseded previous lease guidance ASC 840, Leases. Topic 842 is a new lease model that requires a company to recognize right-of-use (“ROU”) assets and lease liabilities on the balance sheet. The Company adopted the standard using the modified retrospective approach that does not require the restatement of prior year financial statements. The adoption of Topic 842 did not have a material impact on the Company’s consolidated income statement or consolidated cash flow statement. The adoption of Topic 842 resulted in the recognition of ROU assets of $4,110,363 and corresponding lease liabilities of $4,076,629 as of January 1, 2019 for leases classified as operating leases. In addition, the deferred rent liability as of January 1, 2019, was reclassified as a reduction in the ROU assets. Topic 842 also applies to the Company's sub-lease revenues, however, the adoption of Topic 842 did not have a significant impact on the Company's accounting for its sub-lease agreements. The Company adopted the package of practical expedients and transition provisions available for expired or existing contracts, which allowed the Company carryforward its historical assessments of 1) whether contracts are or contain leases, 2) lease classification and 3) initial direct costs. Additionally, for real estate leases, the Company adopted the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component. The Company also elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. Further, the Company elected the short-term lease exception policy, permitting it exclude the recognition requirements for leases with terms of 12 months or less. See Note 10 for additional information about leases. Stock Compensation In June 2018, the FASB issued ASU No. 2018-07 “Improvements to Non-employee Share-based Payment Accounting" ("ASU 2018-07"). ASU 2018-07 amends ASC 718, "Compensation - Stock Compensation" ("ASC 718"), with the intent of simplifying the accounting for share-based payments granted to non-employees for goods and services and aligning the accounting for share-based payments granted to non-employees with the accounting for share-based payments granted to employees. The Company adopted ASU 2018-07 on January 1, 2019 using the modified retrospective approach as required. ASU 2018-07 replaced ASC 505-50, "Equity-Based Payments to Non-employees" ("ASC 505-50") which was previously applied by the Company for warrants granted to consultants and non-employees. In July 2018, the FASB issued ASU 2018-09, Codification Improvements. Compensation-Stock Compensation-Income Taxes, Compensation-Stock Compensation-Income Taxes, Income Taxes In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. This standard amends Accounting Standards Codification 740, Income Taxes (ASC 740) to provide guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the Tax Reform Act) pursuant to Staff Accounting Bulletin No. 118, which allows companies to complete the accounting under ASC 740 within a one-year measurement period from the Tax Act enactment date. This standard is effective upon issuance. As described in the footnotes to the Annual Report on Form 10-K, the Company’s accounting for the tax effects of enactment of the Tax Reform Act is being assessed; however, in certain cases, as described below, we made a reasonable estimate of the effects on our existing deferred tax balances and valuation allowance. Revenue from Contracts with Customers On January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, “ASC 606”), which (i) creates a single framework for recognizing revenue from contracts with customers that fall within its scope. The majority of the Company’s revenues come from rental income that are outside the scope of ASC 606. The Company’s licensing revenue that fall within the scope of ASC 606 are presented within other income and are recognized as revenue as the time of grant. The Company adopted ASC 606 using the full retrospective method applied to all contracts not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606 while prior period amounts continue to be reported in accordance with legacy GAAP. The Company recorded a net change in retained earnings of $369,000 as of January 1, 2017 due to the cumulative effect of adopting ASC 606. The income statement impact of adopting ASC 606 for the nine months ended September 30, 2019 $40,500 is outlined below: For The Nine months Ended September 30, 2018 As reported Under Legacy GAAP Impact of ASC 606 Other income (expense) $ — $ — $ — Licensing revenue — 40,500 (40,500 ) Total other income (loss) (1,948,313 ) (1,907,813 ) (40,500 ) Net Loss $ (4,031,658 ) $ (3,991,158 ) $ (40,500 ) Income (loss) per share - basic $ 0.32 $ (0.31 ) $ (0.01 ) Income (loss) per share - diluted $ 0.32 $ (0.31 ) $ (0.01 ) The Company believes that other recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

Significant and Critical Acco_3

Significant and Critical Accounting Policies and Practices (Tables)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Schedule of fair value, assets and liabilities measured on recurring basis	The following table reflects assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of September 30, 2019 Fair Value Measurement Using Level 1 Level 2 Level 3 Total Derivative liabilities $ — $ — $ 4,893 $ 4,893 Stock warrant liabilities — — 1 1 $ — $ — $ 4,894 $ 4,894 As of December 31, 2018 Fair Value Measurement Using Level 1 Level 2 Level 3 Total Derivative Liabilities $ — $ — $ 6,001 $ 6,001 Stock warrant Liabilities — — 17 17 $ — $ — $ 6,018 $ 6,018
Schedule of income statement impact of adopting ASC	The income statement impact of adopting ASC 606 for the period ending $40,500 is outlined below: For The Nine months Ended September 30, 2018 As reported Under Legacy GAAP Impact of ASC 606 Other income (expense) $ — $ — $ — Licensing revenue — 40,500 (40,500 ) Total other income (loss) (1,948,313 ) (1,907,813 ) (40,500 ) Net Loss $ (4,031,658 ) $ (3,991,158 ) $ (40,500 ) Income (loss) per share - basic $ 0.32 $ (0.31 ) $ (0.01 ) Income (loss) per share - diluted $ 0.32 $ (0.31 ) $ (0.01 )

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2019
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	As of September 30, 2019 and December 31, 2018, fixed assets and the estimated lives used in the computation of depreciation are as follows: Estimated Useful Lives September 30, 2019 December 31, 2018 Leasehold improvements 10 years 515,450 1,082,280 Less: Accumulated depreciation and amortization (515,450 ) (942,685 ) Property and equipment, net $ — $ 139,595

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Schedule of Liabilities Measured Using Fair Significant Unobservable Inputs (Level 3)	The table below provides the note payable activity for the nine months ended September 30, 2019, and also a reconciliation of the beginning and ending balances for the derivative liabilities measured using fair significant unobservable inputs (Level 3) for the nine months ended September 30, 2019: Convertible Notes Discount Convertible Notes, Net of Discount Derivative Liabilities Balance, December 31, 2018 $ 3,324,487 $ 2,151,167 $ 1,173,319 $ 6,000,830 Issuance of convertible notes 870,500 886,725 (16,225 ) 1,656,840 Conversion of convertible notes (767,533 ) (210,217 ) (557,316 ) (835,725 ) Repayment of convertible notes (122,500 ) — (120,500 ) (56,197 ) Change in fair value of derivatives — — — (1,873,119 ) Amortization — (1,409,516 ) 1,409,516 — Balance September 30, 2019 $ 3,306,954 $ 1,418,159 $ 1,888,795 $ 4,892,629
Schedule of Assumptions Used Black Scholes Model	The following assumptions were used in the Black Scholes model in calculating the embedded conversion features and current liabilities for the periods ended September 30, 2019 and September 30, 2018. September 30, 2019 September 30, 2018 Risk-free interest rates 1.72 – 2.60 % 1.89-2.33 % Expected life (years) 0.08 – 1.25 0.03-2.00 Expected dividends 0 % 0 % Expected volatility 70-557 % 100-233 %

Stockholder's Equity (Deficit)

Stockholder's Equity (Deficit) (Tables)	9 Months Ended
	Sep. 30, 2019
Equity [Abstract]
Schedule of Warrant Liabilities Measured using Fair Significant Unobservable Inputs (Level 3)	The table below provides a reconciliation of the beginning and ending balances for the warrant liabilities measured using fair significant unobservable inputs (Level 3) for the nine months ended September 30, 2019: Balance at December 31, 2018 $ 16,576 Issuance of warrants — Change in fair value during period (15,114 ) Balance at September 30, 2019 $ 1,462
Schedule of Fair Value on Assumptions	The following assumptions were used in calculations of the Black Scholes model for the periods ended September 30, 2019 and September 30, 2018. September 30, 2019 September 30, 2018 Annual dividend yield 0 % 0 % Expected life (years) 0.67 – 8.13 1.67 – 8.9 Risk-free interest rate 1.56 – 2.40 % 2.52 – 3.05 % Expected volatility 165 - 318 % 188 - 230 %
Schedule of Stock Option Activity	The following represents a summary of all common stock option activity: Number of Weighted Average Weighted Average Balance outstanding, December 31, 2018 294,959 $ 5,17 7.15 Granted — — Forfeited (122,480 ) 5.00 7.35 Balance outstanding, September 30, 2019 172,479 $ 5.29 5.72 Exercisable, September 30, 2019 162,479 $ 5.25 5.97

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Schedule of maturities of operating leases liabilities	As of September 30, 2019, the maturities of operating leases liabilities are as follows (in thousands): Operating Leases Remaining 2019 $ 290 2020 1,009 2021 872 2022 713 2023 727 2024 and beyond 443 Total 4,055 Less: amount representing interest (916 ) Present value of future minimum lease payments 3,139 Less: current obligations under leases 717 Long-term lease obligations $ 2,422
Schedule of rent expense is recognized on a straight-line basis	Rent expense is recognized on a straight-line basis over the life of the lease. Rent expense consists of the following: Nine months ended September 30, 2019 Operating lease costs $ 507,440 Variable rent costs 350,696 Total rent expense $ 858,136
Schedule of cash flows of operating leases over the next five years	As of December 31, 2018, the cash flows of operating leases over the next five years were as follows (in thousands): Operating Leases 2019 $ 1,258 2020 1,098 2021 965 2022 809 2023 800 2024 and beyond 443 Total minimum lease payments $ 5,330
Schedule of other information related to leases	Other information related to leases is as follows: Nine months ended September 30, 2019 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 924,316 Weighted-average remaining lease term - operating leases 4.46 yr Weighted-average discount rate - operating leases 12 %

Organization and Operations (De

Organization and Operations (Details Narrative) - Type 1 Media, Inc [Member]	9 Months Ended
	Sep. 30, 2019USD ($)shares
Number of shares issued and outstanding prior merger	3,135,000
Number of shares agreed to issued and outstanding by principal owner | $	$ 2,750,000
Consideration for agreed shares | $	$ 169,000
Number of shares cancellation during the period	2,750,000
Exchanged for right to receive share	1
Stock issued during period convertible securities	1,081,613
Percentage of combined entity	74.00%

Significant and Critical Acco_4

Significant and Critical Accounting Policies and Practices (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Derivative liabilities	$ 4,893	$ 6,001
Stock warrant liabilities	1	17
Total	4,894	6,018
Level 1 [Member]
Derivative liabilities
Stock warrant liabilities
Total
Level 2 [Member]
Derivative liabilities
Stock warrant liabilities
Total
Level 3 [Member]
Derivative liabilities	4,893	6,001
Stock warrant liabilities	1	17
Total	$ 4,894	$ 6,018

Significant and Critical Acco_5

Significant and Critical Accounting Policies and Practices (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Other income (expense)
Licensing revenue
Total other income (loss)	$ 1,700,474	$ (4,332,308)	173,067	(1,948,313)
Net income (loss)	$ 1,446,202	$ (5,015,410)	$ (881,901)	$ (4,031,658)
Income (loss) per share - basic	$ 0.02	$ (0.30)	$ (0.02)	$ (0.32)
Income (loss) per share - diluted	$ .00	$ (0.30)	$ (0.02)	$ (0.32)
Under Legacy GAAP
Other income (expense)
Licensing revenue				$ 40,500
Total other income (loss)				(1,907,813)
Net income (loss)				$ (3,991,158)
Income (loss) per share - basic				$ (0.31)
Income (loss) per share - diluted				$ (0.31)
Impact of ASC 606
Other income (expense)
Licensing revenue				$ (40,500)
Total other income (loss)				(40,500)
Net income (loss)				$ (40,500)
Income (loss) per share - basic				$ (0.01)
Income (loss) per share - diluted				$ (0.01)

Significant and Critical Acco_6

Significant and Critical Accounting Policies and Practices (Details Narrative) - USD ($)	Jan. 02, 2019	Sep. 30, 2019	Sep. 30, 2018
Other receivable		$ 344,761
Common stock equivalents		533,059,641	60,158,160
Number of share excluded from diluted shares		482,633,150
Right of use assets	$ 4,110,363
Lease obligations	4,076,629
Change in retained earnings	$ 369,000
Licensing revenue
Impact of ASC 606
Licensing revenue			$ (40,500)
Maximum [Member]
Cash insured by FDIC		$ 250,000

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficit	$ (8,742,316)
Accumulated deficit	$ (50,235,931)	$ (49,354,030)

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Leasehold Improvements	$ 515,450	$ 1,082,280
Less: Accumulated depreciation and amortization	(515,450)	(942,685)
Property and equipment, net		$ 139,595
Leasehold Improvements [Member]
Property and Equipment Estimated Useful Lives	10 years

Property and Equipment (Detai_2

Property and Equipment (Details Narrative) - USD ($)	May 06, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Property, Plant and Equipment [Abstract]
Sale of seattle leased location	$ 550,000
Amortized of leasehold improvements	$ 566,830
Depreciation expense		$ 0	$ 150,572	$ 139,595	$ 428,602

Other Assets (Details Narrative

Other Assets (Details Narrative) - USD ($)	May 06, 2019	Sep. 30, 2019	Dec. 31, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Security deposits		$ 150,000	$ 170,000
Settlement of security deposit	$ 20,000
Deposits - end of lease		$ 0	100,000
Deposit applied			$ 50,000

Related Party (Details Narrativ

Related Party (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Sep. 30, 2016
Accrued fees - related parties	$ 464,028		$ 464,028		$ 414,106
Cash based compensation - related parties	122,099	$ 177,099	379,597	$ 557,954
Share based compensation - related parties	136,616	228,832	661,742	874,471
Gross revenues	107,605	$ 116,507	399,119	$ 225,452
Notes payable related parties	140,958		140,958		$ 140,958
Mr. Throgmartin [Member]
Accrued interest						$ 1,480,000
Debt instrument face amount	$ 140,958		$ 140,958
Debt instrument interest rate	8.00%		8.00%
Gross revenues			$ 3,000,000

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	Apr. 02, 2018	Sep. 30, 2019	Dec. 31, 2018	Aug. 31, 2015
Note maturity date	Oct. 31, 2018
Note payable		$ 133,403	$ 133,403
Third Parties [Member]
Note payable principal amount				$ 126,000

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Issuance of convertible notes	$ 862,725	$ 903,750
Conversion of convertible notes	(1,086,933)	(2,986,387)
Repayment of convertible notes	(120,500)	$ (75,269)
Convertible Debt [Member]
Balance, beginning	3,324,487
Issuance of convertible notes	870,500
Conversion of convertible notes	(767,533)
Repayment of convertible notes	(122,500)
Change in fair value of derivatives
Amortization
Balance, ending	3,306,954
Discount [Member]
Balance, beginning	2,151,167
Issuance of convertible notes	886,725
Conversion of convertible notes	(210,217)
Repayment of convertible notes
Change in fair value of derivatives
Amortization	(1,409,516)
Balance, ending	1,418,159
Convertible Note Net of Discount [Member]
Balance, beginning	1,173,319
Issuance of convertible notes	(16,225)
Conversion of convertible notes	(557,316)
Repayment of convertible notes	(120,500)
Change in fair value of derivatives
Amortization	1,409,516
Balance, ending	1,888,795
Derivative Liabilities [Member]
Balance, beginning	6,000,830
Issuance of convertible notes	1,656,840
Conversion of convertible notes	(835,725)
Repayment of convertible notes	(56,197)
Change in fair value of derivatives	(1,873,119)
Amortization
Balance, ending	$ 4,892,629

Convertible Notes Payable (De_2

Convertible Notes Payable (Details 1)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Expected Dividends [Member]
Fair value assumptions, percentage	0.00%	0.00%
Minimum [Member] | Risk Free Interest Rates [Member]
Fair value assumptions, percentage	1.72%	1.89%
Minimum [Member] | Expected Life [Member]
Fair value assumptions, term	29 days	11 days
Minimum [Member] | Expected Volatility [Member]
Fair value assumptions, percentage	70.00%	100.00%
Maximum [Member] | Risk Free Interest Rates [Member]
Fair value assumptions, percentage	2.60%	2.33%
Maximum [Member] | Expected Life [Member]
Fair value assumptions, term	1 year 2 months 30 days	2 years
Maximum [Member] | Expected Volatility [Member]
Fair value assumptions, percentage	557.00%	233.00%

Convertible Notes Payable (De_3

Convertible Notes Payable (Details Narrative) - USD ($)	1 Months Ended		9 Months Ended		12 Months Ended
	Mar. 29, 2019	Jul. 17, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Nov. 01, 2019
Derivative liability			$ 4,892,629
Convertible notes			450,212
Conversion of convertible notes			1,086,933	$ 2,986,387
Accrued interest			$ 31,345	$ 31,345
Debt instruments conversion into shares			12,242,678	4,195,813
Common stock issued			76,270,981		28,287,414
Gain on extinguishment of debt			$ 218,196	$ 47,918
Financing costs					$ 2,892,033
Debt discount					2,449,275
Black Sholes Merton Option Model [Member]
Loan			700,000
Proceeds from loan	$ 100,000		345,000
Financing costs			257,725
Debt discount			445,000
Convertible notes past due	$ 154,861		547,864
Holder [Member]
Convertible notes			767,533	830,145
Conversion of convertible notes				1,938,819	$ 370,450
Accrued interest			$ 47,165	$ 69,037
Debt instruments conversion into shares			36,938,746	6,673,717
Common stock issued			434,783		24,488
Gain on extinguishment of debt					$ 165,659
Subsequent Event [Member]
Convertible notes past due						$ 217,500
Equity and Debt Restructure Agreement [Member] | Second Investors [Member]
Principal amount		$ 545,607
Equity and Debt Restructure Agreement [Member] | First Investors [Member]
Principal amount		1,683,558
Loan		700,000
Proceeds from loan		$ 220,000
Equity and Debt Restructure Agreement [Member] | Investors [Member]
Number of restricted common shares cancelled		2,774,093
Fair value of restricted common shares		$ 443,855
Fair value of embedded conversion feature		3,555,888
Conversion feature		$ 3,555,888

Stockholder's Equity (Deficit_2

Stockholder's Equity (Deficit) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Change in fair value during period	$ (1,038)	$ (7,810)	$ (15,114)	$ (180,268)
Level 3 [Member]
Balance at December 31, 2018			16,576
Issuance of warrants			0
Change in fair value during period			(15,114)
Balance at September 30, 2019	$ 1,462		$ 1,462

Stockholder's Equity (Deficit_3

Stockholder's Equity (Deficit) (Details 1)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Annual dividend yield	0.00%	0.00%
Minimum [Member]
Expected life (years)	8 months 2 days	1 year 8 months 2 days
Risk-free interest rate	1.56%	2.52%
Expected volatility	165.00%	188.00%
Maximum [Member]
Expected life (years)	8 years 1 month 16 days	8 years 10 months 25 days
Risk-free interest rate	2.40%	3.05%
Expected volatility	318.00%	230.00%

Stockholder's Equity (Details 2

Stockholder's Equity (Details 2) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Equity [Abstract]
Number of Options, Beginning balance	294,959
Number of Options, Granted
Number of Options, Forfeited	(122,480)
Number of Options, Ending balance	172,479	294,959
Number of Options, Exercisable ending balance	162,479
Weighted Average Exercise Price, Beginning balance	$ 5.17
Weighted Average Exercise Price, Granted
Weighted Average Exercise Price, Forfeited	5
Weighted Average Exercise Price, Ending balance	5.29	$ 5.17
Weighted Average Exercise Price, Exercisable ending balance	$ 5.25
Weighted Average Remaining Contractual Term	5 years 8 months 19 days	7 years 1 month 24 days
Weighted Average Remaining Contractual Term, Forfeited	7 years 4 months 6 days
Weighted Average Remaining Contractual Term, Exercisable ending balance	5 years 11 months 19 days

Stockholder's Equity (Deficit_4

Stockholder's Equity (Deficit) (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Number of shares issued for conversion of notes, value		$ 1,086,933	$ 2,986,387
Debt converted into share		12,242,678	4,195,813
Accrued interest		$ 31,345	$ 31,345
Convertible notes		$ 450,212
Common stock issued		76,270,981		28,287,414
Number of unissued shares during period, value			$ 9,777
Common shares issued for security payment of convertible notes			40,500
Common shares issued for security payment of convertible notes, value			$ 26,730
Number of common stock issued, shares			41,500
Stock issued during period, value, new issues			$ 20,871	$ 16,804
Number of unissued shares during period			395,005
Stock issued during period, shares, share-based compensation, gross				98,417
Number of common stock issued for services, shares		4,475,943	361,275
Number of common stock issued for services		$ 85,618	$ 70,680
Additionally Shares authorized for services but not issued, shares		46,880
Additionally Shares authorized for services but not issued, value		$ 9,594
Shares authorized for services but not issued, shares			22,306
Shares authorized for services but not issued, value			$ 4,232
Number of common stock sold		5,000
Proceeds from sale of common stock		$ 2,648
Ownership interest	10.00%	10.00%	10.00%
Accrued value annual grant		$ 392,998
Net credit of compensation			$ 166,591
Number of common stock accrued during period		1,849,091		544,647	1,161,065
Stock issued for inducement of extension of sublease, share		125,000
Stock issued for inducement of extension of sublease, Value		$ 20,500
Stock option expenses		81,190	197,076
Accrued interest converted into shares		121,786
Stock issued during period of cancellation	$ 443,855		443,855
Stock option granted
Unamortized stock option		$ 208,427
Gain on extinguishment of debt		$ 218,196	47,918
Holder [Member]
Number of shares issued for conversion of notes, value			$ 1,938,819	$ 370,450
Debt converted into share		36,938,746	6,673,717
Accrued interest		$ 47,165	$ 69,037
Convertible notes	$ 830,145	$ 767,533	$ 830,145
Common stock issued		434,783		24,488
Common stock, shares authorized but not issued, shares	3,884	35,844	3,884
Common stock, shares authorized but not issued, value	$ 13,983	$ 35,844	$ 13,983
Gain on extinguishment of debt				$ 165,659
Consultant [Member]
Number of shares issued to settle accounts payable, shares		75,000
Number of shares issued to settle accounts payable		$ 47,254
Two Executives [Member]
Ownership interest	7.50%		7.50%
Related Party Note [Member]
Number of shares issued for conversion of notes, value		$ 166,354
Debt converted into share		669,082
Accrued interest		$ 21,658
Stock issued during period, shares, share-based compensation, gross		8,668,120
Stock issued during period, value, share-based compensation		$ 409,713
Number of common stock issued for services, shares		7,244,637
Number of common stock issued for services		$ 539,956
Stock issued during period of cancellation		$ 273,245
Related Party [Member]
Stock issued during period, shares, share-based compensation, gross			2,108,587	1,023,367
Stock issued during period, value, share-based compensation			$ 301,253
Shares authorized for services but not issued, shares			127,218
Shares authorized for services but not issued, value			$ 130,868

Commitments and Contingencies_2

Commitments and Contingencies (Details)	Sep. 30, 2019USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remaining 2019	$ 290,000
2020	1,009,000
2021	872,000
2022	713,000
2023	727,000
2024 and beyond	443,000
Total	4,055,000
Less: amount representing interest	(916,000)
Present value of future minimum lease payments	3,139,000
Less: current obligations under leases	717,000
Long-term lease obligations	$ 2,422,000

Commitments and Contingencies_3

Commitments and Contingencies (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Operating lease costs			$ 507,440
Variable rent costs			350,696
Total rent expense	$ 280,613	$ 289,155	$ 858,136	$ 843,010

Commitments and Contingencies_4

Commitments and Contingencies (Details 2)	Dec. 31, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
2019	$ 1,258,000
2020	1,098,000
2021	965,000
2022	809,000
2023	800,000
2024 and beyond	443,000
Total minimum lease payments	$ 5,330,000

Commitments and Contingencies_5

Commitments and Contingencies (Details 3)	9 Months Ended
	Sep. 30, 2019USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 924,316
Weighted-average remaining lease term - operating leases	4 years 5 months 16 days
Weighted-average discount rate - operating leases	12.00%

Commitments and Contingencies_6

Commitments and Contingencies (Details Narrative) - USD ($)	Feb. 01, 2019	Sep. 30, 2019	Sep. 30, 2018
Ownership percentage		10.00%	10.00%
Operating leases discount rate		12.00%
Weighted-average remaining lease term		4 years 10 months 17 days
Sublease income		$ 1,257,255	$ 1,068,462
CEO [Member]
Stock grant for restricted common shares for accrued salary	53,717
Restricted common share issued for stock option	122,934
Stock options issued	122,000
CEO [Member] | Employment Agreements [Member]
Ownership percentage		10.00%
Other Executives [Member] | Employment Agreements [Member]
Ownership percentage		9.00%
Colorado [Member] | Minimum [Member]
Lease term		3 years
Colorado [Member] | Maximum [Member]
Lease term		5 years

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - Employment Agreements [Member] - Ron Throgmartin	1 Months Ended
	Oct. 29, 2019USD ($)
Term	5 years
Accrued salary	$ 5,000
Diem fee	$ 500
Debt description	Corporation currently owes to the Mr. Throgmartin the amount of $517,252.06 in principle and accrued interest of note payable, salary and fees, accrued during the 5 years of his employment. In addition, the Corporation further acknowledges that it will pay Mr Throgmartin fifty (50%) percent of his compensation due under the remaining Employment Agreement, or $614,583.33 under certain condition.