Healthy Extracts (HYEX) 10-K 17 Apr 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Apr. 13, 2017	Jun. 30, 2016
Document And Entity Information
Entity Registrant Name	GREY CLOAK TECH INC.
Entity Central Index Key	1,630,176
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 1,700,141
Entity Common Stock, Shares Outstanding		72,508,922
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,016

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash	$ 24,102	$ 1,536
Accounts receivable	66,000	44,000
Prepaid expenses	7,433	104,824
Note receivable - related party	46,295
Total current assets	143,830	150,360
Fixed assets, net of accumulated depreciation of $395 and $877, respectively	1,186	2,663
Website, net of accumulated amortization of $1,633 and $700, respectively	1,167	2,100
Total other assets	2,353	4,763
TOTAL ASSETS	146,183	155,123
CURRENT LIABILITIES
Accounts payable	4,000	12,892
Accounts payable - related party	19,799
Accrued payroll and taxes	6,111	12,260
Notes payable - related party	15,000
Convertible debt, net of discount of $54,653	405,097
Accrued interest payable	16,130
Accrued interest payable - related party	513
Derivative liabilities	2,038,952
Total current liabilities	2,505,602	25,152
Total liabilities	2,505,602	25,152
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 75,000,000 shares authorized, 17,156,276 and 14,731,666 shares issued and outstanding, respectively	17,156	14,732
Additional paid-in capital	1,744,732	766,802
Equity instruments to be issued		98,809
Accumulated deficit	(4,121,307)	(750,372)
Total stockholders' equity	(2,359,419)	129,971
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 146,183	$ 155,123

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Fixed Assets, net of accumulated depreciation	$ 395	$ 887
Website, net of accumulated depreciation	$ 1,633	$ 700
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	75,000,000	75,000,000
Common Stock, Shares Issued	17,156,276	14,731,666
Common Stock, Shares Outstanding	17,156,276	14,731,666

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Statement [Abstract]
REVENUE	$ 162,750	$ 115,551
OPERATING EXPENSES
Direct cost of revenue	26,933	46,626
General and administrative	758,427	386,601
General and administrative - related party	203,150	413,257
Total operating expenses	988,510	846,484
Loss from operations	(825,760)	(730,933)
OTHER INCOME
Interest expense, net of interest income	(1,072,978)	61
Interest expense - related party	(513)
Change in fair value of derivative	(1,423,715)
Loss on extinguishment of debt	(47,969)
Total other income	(2,545,175)	61
Net loss before income tax benefit	(3,370,935)	(730,872)
Income tax benefit
NET LOSS	$ (3,370,935)	$ (730,872)
Loss per share - basic and diluted	$ (0.21)	$ (0.05)
Weighted average number of shares outstanding - basic and diluted	15,685,685	14,134,180

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-In Capital	Warrant [Member]	Accumulated Deficit	Total
Beginning Balance at Dec. 31, 2014	$ 11,007	$ 9,226		$ (19,500)	$ 733
Beginning Balance, in Shares at Dec. 31, 2014	11,006,666
Issuance of common stock	$ 3,425	376,575			380,000
Issuance of common stock, in Shares	3,425,000
Issuance of common stock for cash	$ 250	99,750			100,000
Issuance of common stock for cash, in Shares	250,000
Issuance of vested warrants for services rendered		256,301	98,809		355,110
Exercise of warrants for cash	$ 50	24,950			25,000
Exercise of warrants for cash, in Shares	50,000
Net loss for the period				(730,872)	(730,872)
Ending Balance at Dec. 31, 2015	$ 14,732	766,802	98,809	(750,372)	129,971
Ending Balance, in Shares at Dec. 31, 2015	14,731,666
Issuance of common stock					380,000
Issuance of common stock for cash					100,000
Issuance of vested warrants for services rendered					355,110
Exercise of warrants for cash	$ 75	37,425			37,500
Exercise of warrants for cash, in Shares	75,000
Cashless exercise of warrants	$ 953	(953)
Cashless exercise of warrants, in Shares	953,720
Issuance of common stock for financing	$ 60	13,140			13,200
Issuance of common stock for financing, in Shares	60,000
Issuance of common stock for debt conversion	$ 1,336	434,589			435,925
Issuance of common stock for debt conversion, in Shares	1,335,890
Issuance of warrants and modifications		373,729	(98,809)		274,920
Beneficial conversion feature		120,000			120,000
Net loss for the period				(3,370,935)	(3,370,935)
Ending Balance at Dec. 31, 2016	$ 17,156	$ 1,744,732		$ (4,121,307)	$ (2,359,419)
Ending Balance, in Shares at Dec. 31, 2016	17,156,276

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash Flows from Operating Activities:
Net Loss	$ (3,370,935)	$ (730,872)
Adjustments to reconcile net loss to net cash used in operating activities:
Deprecation and amortization	1,329	1,588
Loss on disposal of assets	2,664
Warrants issued for services	315,019	257,949
Non-cash interest	1,045,187
Change in fair value on derivative liability	1,423,715
Loss on extinguishment of debt	47,969
Changes in operating assets and liabilities:
Accounts receivable	(22,000)	(44,000)
Prepaid expenses	(1,407)	(7,664)
Accounts payable	(8,892)	12,892
Accounts payable - related party	19,799
Accrued payroll and taxes	(6,149)	12,260
Accrued interest payable	16,130
Accrued interest payable - related party	513
Net Cash used in Operating Activities	(537,058)	(497,847)
Cash Flows used in Investing Activities:
Purchase of fixed assets	(1,581)	(3,550)
Purchase of website		(2,800)
Payments for note receivable - related party	(46,295)
Net Cash used in Investing Activities	(47,876)	(6,350)
Cash Flows from Financing Activities:
Proceeds from issuance of notes payable	35,000
Proceeds from issuance of convertible debt, net of original issue discount of $37,250	485,000
Proceeds from modification of warrants	50,000
Proceeds from issuance of common stock		480,000
Proceeds from exercise of warrants	37,500	25,000
Net Cash provided by Financing Activities	607,500	505,000
Increase in cash	22,566	803
Cash at beginning of period	1,536	733
Cash at end of period	24,102	1,536
Supplemental disclosure of non-cash financing activities:
Beneficial conversion feature and warrants recognized as a discount	280,422
Conversion of debt for shares of common stock	73,804
Vested stock warrants recorded as prepaid expense		$ 131,002

STATEMENTS OF CASH FLOWS (Paren

STATEMENTS OF CASH FLOWS (Parenthetical)	12 Months Ended
	Dec. 31, 2016USD ($)
Statement of Cash Flows [Abstract]
Proceeds from issuance of convertible debt, discount	$ 37,250

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Grey Cloak Tech Inc. (the “Company”) was incorporated in the State of Nevada on December 19, 2014. The Company was formed to provide cloud based software to detect advertising fraud on the internet.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Use of Estimates The preparation of 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 date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Cash includes cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. Fixed Assets Property and equipment are stated at cost. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets, as follows: Description Estimated Life Computer equipment 3 years The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which the Company uses certain assets requiring a change in the estimated useful lives of such assets. Maintenance and repairs that neither materially add to the value of the asset nor appreciably prolong its life are charged to expense as incurred. Gains or losses on disposition of property and equipment are included in the statements of operations. There were no dispositions during the periods presented. Website The Company capitalizes the costs associated with the development of the Company’s website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method. The Company has commenced amortization upon completion of the Company’s fully operational website. Amortization expense for the years ended December 31, 2016 and 2015 was $933 and $700, respectively. Revenue Recognition We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable. The Company will record revenue when it is realizable and earned and the computer programming services or marketing services have been rendered to the customers. Additionally, the Company will record revenue from the sale of its software when the software is delivered to the customer or it will be recognized ratably throughout the term of the contract. Concentration One customer accounted for 100% and 85% of total revenue earned during the years ended December 31, 2016 and 2015, respectively. 100% and 100% of the accounts receivable is due from this customer at December 31, 2016 and 2015, respectively. Advertising Advertising costs are anticipated to be expensed as incurred; however there were advertising costs included in general and administrative expenses for the years ended December 31, 2016 and 2015. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of December 31, 2016 and 2015, the Company did not have any amounts recorded pertaining to uncertain tax positions. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The derivative liabilities in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis. The change in Level 3 financial instrument is as follows: Balance, January 1, 2016 $ — Issued during the year ended December 31, 2016 982,481 Change in fair value recognized in operations 1,423,715 Converted during the year ended December 31, 2016 (367,244 ) Balance, December 31, 2016 $ 2,038,952 Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives and Hedging Activities Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. During the year ending December 31, 2016, the Company recognized a gain on extinguishment of $47,969 from the conversion of convertible debt with a bifurcated conversion option. Common Stock Purchase Warrants The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 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 (physical settlement or net-share settlement). The Company assesses classification of common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification is required.

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
GOING CONCERN	NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated minimal revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the period ended December 31, 2016 of $4,121,307. In addition, the Company’s development activities since inception have been financially sustained through equity financing. Management plans to seek funding through debt and equity financing.

RELATED PARTY

RELATED PARTY	12 Months Ended
	Dec. 31, 2016
Related Party Transactions [Abstract]
RELATED PARTY	NOTE 4 – RELATED PARTY For the year ended December 31, 2015, the Company had expenses totaling $46,082 to a company owned by an officer and director and to the officer and director for consulting fees, which is included in general and administrative expenses – related party on the accompanying statement of operations. As of December 31, 2015, there was no accounts payable to the related party. For the year ended December 31, 2015, the Company had expenses totaling $31,920 to former officer for consulting fees, which is included in general and administrative expenses – related party on the accompanying statement of operations. As of December 31, 2015, there was no accounts payable to the related party. For the year ended December 31, 2015, the Company had expenses totaling $28,000 to former officer for salaries, which is included in general and administrative expenses – related party on the accompanying statement of operations. As of December 31, 2015, there was no accounts payable to the related party. For the years ended December 31, 2016 and 2015, the Company had expenses totaling $96,000 and $40,000, respectively, to an officer and director for salaries, which is included in general and administrative expenses – related party on the accompanying statement of operations. As of December 31, 2016, there was no accounts payable – related party. For the years ended December 31, 2016, the Company had expenses totaling $107,150 and $69,637 to a company owned by an officer and director for consulting fees, which is included in general and administrative expenses – related party on the accompanying statement of operations. As of December 31, 2016, there was $19,799 in accounts payable – related party. For the year ended December 31, 2015, the Company had expenses totaling $197,618 to a director for the fair value of warrants issued for consulting fees, which is included in general and administrative expenses – related party on the accompanying statement of operations.

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
NOTES PAYABLE	NOTE 5 – NOTES PAYABLE On June 9, 2016, the Company executed a promissory note for $20,000. The loan bears interest at 18% per annum and is due on December 9, 2016. The Company issued 60,000 shares of common stock to the lender as part of this note. The fair value of the shares were recorded as a debt discount and amortized over the life of the loan. During the year ended December 31, 2016, the Company recorded interest expense of $1,800 and amortization of debt discount of $13,200. During the year ended December 31, 2016, the Company allowed the lender to assign the debt to another third party. The third party and the Company agreed to extend the maturity date to June 9, 2017 and the debt became convertible into common stock at a rate of $0.04. During December 2016, the entire principal amount of the debt was converted into 500,000 shares of common stock and the accrued interest was paid in full with cash.

NOTES PAYABLE - RELATED PARTY

NOTES PAYABLE - RELATED PARTY	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
NOTES PAYABLE - RELATED PARTY	NOTE 6 – NOTES PAYABLE – RELATED PARTY On July 28, 2016, the Company received a loan of $15,000 from an officer and director of the Company. The loan bears interest at 8% per annum and due the earlier of January 27, 2017 or when the Company receives financing of over $45,000. As of the date of this filing, the debt is in default and the Company is renegotiating the debt.

CONVERTIBLE DEBT

CONVERTIBLE DEBT	12 Months Ended
	Dec. 31, 2016
Debt Disclosure [Abstract]
CONVERTIBLE DEBT	NOTE 7 – CONVERTIBLE DEBT On January 23, 2016, the Company executed a convertible promissory note for $50,000. The loan had an original issue discount of $6,000 and legal fees of $1,000. The loan bears interest at 8% per annum and is due on January 23, 2017. The lender has the right to convert the principal amount and unpaid interest of the loan on or after 180 days to convert at a rate of 56% of the lowest trading price during the prior 20 days of conversion. On July 21, 2016, the Company allowed the lender to transfer the principal balance and accrued interest to three entities. The principal balance of the loan was increased to include the accrued interest to date. Once the lender had the right to convert, the Company recorded a derivative liability. On August 22, 2016, one of the lenders agreed to convert their entire amount of principal and interest of $38,735 into 576,406 shares of common stock. On March 7, 2016, the Company executed a convertible promissory note for $100,000. The loan bears interest at 10% per annum and is due on December 7, 2016. The lender has the right to convert the principal amount and unpaid interest of the loan at $0.10 per share if the market price is greater than $0.25. If the market price is less than or equal to $0.25 but greater than $0.10, then the conversion price is $0.05. If the market price is less than or equal to $0.10 then the conversion price is $0.02. On May 5, 2016, the Company amended the terms of the note and issued 600,000 warrants as part of the loan agreement which was effective as of March 7, 2017. The Company calculated the debt discount based on the allocated fair value of the beneficial conversion feature and the fair value of the warrants. The Company recorded a debt discount of $100,000. On September 30, 2016, the Company received $50,000 from the lender and extension of the maturity date of the loan and in exchange agreed to modify the conversion rate and the exercise price of the warrants. The Company agreed to reduce the exercise price of the warrants from $0.80 to $0.10. On August 22, 2016, the Company executed a convertible promissory note for up to $300,000 and has received a total of $30,000 with an original issue discount of $5,000 in the first tranche. The loan bears interest at 8% per annum. The first tranche is due on August 22, 2017. In the event of default, the interest rate increases to 22% per annum. The lender has the right to convert the principal amount and unpaid interest of the loan at a rate of 56% of the lowest trading price during the prior 20 days of conversion. However, if the stock price is below $0.10 then the loan can convert at a rate of 46% of the lowest trading price during the prior 20 days of conversion. Additionally, the Company issued 60,000 warrants as part the convertible promissory note. The warrants have an exercise price of $0.50 and can be exercised for 5 years. The fair value of the warrants were recorded as a debt discount and amortized over one year. On October 27, 2016, the Company received the second tranche of $30,000 with an original issue discount of $5,000. The second tranche is due on October 27, 2017. On August 26, 2016, the Company executed a convertible promissory note for $55,000. The loan bears interest at 12% per annum. The loan is due on May 1, 2017. In the event of default, the interest rate increases to 22% per annum. The lender has the right to convert the principal amount and unpaid interest of the loan on or after 180 days to convert at a rate of either the lesser of $0.20 or 50% of the lowest trading price during the prior 20 days of conversion. On September 7, 2016, the Company and the lender mutually agreed to remove the waiting period on the conversion and the Company recorded a derivative liability. During the year ended December 31, 2016, the lender converted $15,000 plus accrued interest of $69 into 259,484 shares of common stock. On September 7, 2016, the Company executed a convertible promissory note for $50,000. The loan bears interest at 12% per annum and interest payments are due monthly. The loan is due on September 6, 2017. In the event of default, the interest rate increases to 20% per annum. The lender has the right to convert the principal amount and unpaid interest of the loan on or after 180 days to convert at a rate of either the lesser of $0.40 or 50% of the lowest trading price during the prior 20 days of conversion. On September 22, 2016, the Company executed a convertible promissory note for $5,000. The loan bears interest at 12% per annum. The loan is due on December 31, 2016. In the event of default, the interest rate increases to 22% per annum. The lender has the right to convert the principal amount and unpaid interest of the loan on or after 180 days to convert at a rate of either the lesser of $0.20 or 50% of the lowest trading price during the prior 20 days of conversion. On September 22, 2016, the Company executed a convertible promissory note for $5,000. The loan bears interest at 12% per annum. The loan is due on December 31, 2016. In the event of default, the interest rate increases to 22% per annum. The lender has the right to convert the principal amount and unpaid interest of the loan on or after 180 days to convert at a rate of either the lesser of $0.20 or 50% of the lowest trading price during the prior 20 days of conversion. On October 5, 2016, the Company executed a convertible promissory note for $55,000 with an original issue discount of $10,000. The loan bears interest at 12% per annum. The loan is due on December 31, 2016. In the event of default, the interest rate increases to 22% per annum. The lender has the right to convert the principal amount and unpaid interest of the loan on or after 180 days to convert at a rate of either the lesser of $0.20 or 50% of the lowest trading price during the prior 20 days of conversion. On November 16, 2016, the Company executed a convertible promissory note for $55,000. The loan bears interest at 12% per annum. The loan is due on August 17, 2017. In the event of default, the interest rate increases to 18% per annum. The lender has the right to convert the principal amount and unpaid interest of the loan at a rate of 45% of the lowest trading price during the prior 20 days of conversion. The loan has prepayment defaults in the event the Company repays the debt prior to maturity. On November 29, 2016, the Company executed a convertible promissory note for $86,250 with an original issue discount of $9,000 and prepaid interest of $2,250. The loan bears interest at a fixed amount of $2,250. The loan is due on February 28, 2017. The lender has the right to convert the principal amount and unpaid interest of the loan at a rate of 70% of the lowest closing bid price during the prior 25 days of conversion. During the year ended December 31, 2016, the Company recorded interest expense of $18,433 and amortization of debt discount of $218,819. The Company has determined that the conversion feature embedded in the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt.

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 8 – INCOME TAX The provisions for federal income tax at 34% for the years ended December 31, 2016 and 2015 consist of the following: Year Ended December 31, 2015 Year Ended December 31, 2015 Income tax expense (benefit) at statutory rate $ (1,179,800 ) $ (248,500 ) Permanent differences 931,900 87,700 Change in valuation allowance 247,900 160,800 Income tax benefit $ — $ — The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of December 31, 2016 and 2015 are as follows: Year Ended December 31, 2016 Year Ended December 31, 2015 Net operating loss $ 408,700 $ 160,800 Valuation allowance (408,700 ) (160,800 ) Net deferred tax asset $ — $ — The Company has approximately $1,179,800 of net operating losses (“NOL”) carried forward to offset taxable income in future years which expire commencing in fiscal 2034. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets relating to NOLs for every period because it is more likely than not that all of the deferred tax assets will not be realized.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2016
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 9 – STOCKHOLDERS’ EQUITY Authorized Stock The Company has authorized 75,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought. During February 2017, the Company increased authorized number of shares to 500,000,000. Also, the Company increased the preferred stock to 75,000,000 shares and designated 25,000,000 shares of preferred stock to Series A Convertible Preferred Stock. Common Share Issuances On January 30, 2015 the Company issued 3,290,000 units to unaffiliated investors in a Regulation D 506 private placement for proceeds of $329,000. Each unit consists of one share of common stock and one common stock purchase warrant. Each common stock purchase warrant entitles the holder to purchase one share of common stock for each warrant at an exercise price of $0.50 and expire on December 31, 2016. On February 9, 2015 the Company issued 10,000 units for proceeds of $1,000 to an unaffiliated investor in the private placement disclosed above. On September 28, 2015, the Company issued 250,000 shares of common stock to an investor for cash totaling $100,000. On November 9, 2015, the Company issued 125,000 units to two investors for cash totaling $50,000. Each unit consists of one share of common stock and one common stock purchase warrant. Each common stock purchase warrant entitles the holder to purchase one share of common stock for each warrant at an exercise price of $0.40 and expire on November 9, 2018. On November 13, 2015, the Company issued 50,000 shares of common stock to an investor that exercised their warrants for cash totaling $25,000. On January 5, 2016, the Company issued 10,000 shares of common stock to an investor that exercised their warrants for cash totaling $5,000. On February 2, 2016, the Company issued 484,183 shares of common stock for the cashless exercise of 650,000 warrants. On April 20, 2016, the Company issued 65,000 shares of common stock to investors that exercised their warrants for cash totaling $32,500. On June 9, 2016, the Company agreed to issue 60,000 shares of common stock to the lender as part of the note payable. On August 22, 2016, the Company issued 576,406 shares of common stock for the conversion of debt totaling $38,735 and gain on settlement of debt of $3,016. On September 9, 2016, the Company issued 259,484 shares of common stock for the conversion of debt totaling $15,069. On September 30, 2016, the Company issued 469,537 shares of common stock for the cashless exercise of 600,000 warrants with an exercise price of $0.10. On December 9, 2016, the Company issued 500,000 shares of common stock for the conversion of debt totaling $20,000. Warrant Issuances On September 28, 2015, the Company granted 650,000 warrants to an individual for consulting services. The warrants can purchase 650,000 shares of common stock with an exercise price of $0.25 and expire on September 28, 2018. Of the total, 350,000 warrants vest immediately and the remaining 300,000 warrants will vest 33.33% upon the acquisition of 17 million IP addresses, 33.33% upon the acquisition of additional 17 million IP addresses and 33.33% upon the acquisition of additional 16 million IP addresses. On February 2, 2016, the Company agreed to waive the vesting provision and the individual executed a cashless exercise of 650,000 warrants and received 484,183 shares of common stock. On March 4, 2016, the Company entered into a consulting services agreement to provide business development services and issued 600,000 warrants. The warrants allow the holder to purchase 600,000 shares of common stock at an exercise price of $0.80 per share and are exercisable for 2 years. On May 5, 2016, the Company and the consultant agreed to rescind the agreement. On August 1, 2016, the Company entered into a consulting services agreement with a third party entity for an indefinite period of time. The services will continue until either party provides thirty days written notice of termination. The compensation for the agreement is 6,500,000 cashless exercise warrants. The warrants are exercisable at $0.12 per share and have a life of three years. The first 500,000 warrants vest immediately and the remaining 6,000,000 warrants vest upon consummation of a transaction as defined in the agreement, during the term of the consulting agreement or the six month period after the termination. On August 22, 2016, the Company granted 60,000 warrants as part of convertible debt. The warrants allow the holder to purchase 60,000 shares of common stock at an exercise price of $0.51 per share and are exercisable for 5 years. As of December 31, 2016, there were 9,756,250 warrants outstanding, of which 2,756,250 are fully vested.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS On January 23, 2017, the Company issued 1,555,119 shares of common stock for debt conversion of $52,252 which consists of $50,000 in principal and $2,250 in accrued interest. On February 22, 2017, the Company issued 289,000 shares of common stock for debt conversion of $8,011 which consists of $7,511 in principal and $500 in fees. On February 23, 2017, the Company increased authorized number of shares to 500,000,000. Also, the Company increased the preferred stock to 75,000,000 shares and designated 25,000,000 shares of preferred stock to Series A Convertible Preferred Stock. The designation was completed in March 31, 2017. On February 24, 2017, the Company executed a convertible promissory note for $85,000. The loan bears interest at 12% per annum. The loan is due on November 24, 2017. In the event of default, the interest rate increases to 24% per annum. The lender has the right to convert the principal amount and unpaid interest of the loan on or after 180 days to convert at a rate of 45% of the lowest trading price during the prior 20 days of conversion. On March 6, 2017, the Company issued 300,000 shares of common stock for debt conversion of $8,100 which consists of $7,600 in principal and $500 in fees. On March 1, 2017, the Company issued 616,895 shares of common stock for debt conversion of $16,656 which consists of $14,889 in principal, $1,267 in accrued interest and $500 in fees. On March 14, 2017, the Company issued 1,578,926 shares of common stock for debt conversion of $42,631 which consists of $40,000 in principal and $2,631 in accrued interest. On March 28, 2017, the Company issued 711,111 shares of common stock for warrant exercise. On March 31, 2017, the Company entered into a Share Exchange Agreement by and among the Company, ShareRails, LLC, Joseph Nejman, Dmitry Chourpo and Joseph Nejman, in his capacity as the Selling Members’ Representative whereby we issued and exchanged 91,619,170 shares of our common and 2,857,685 shares of our Series A Convertible Preferred Stock for all of the outstanding units of ShareRails, LLC, a Delaware limited liability company (“ ShareRails Exchange On March 31, 2017, the Company entered into an Employment Agreement with Joseph Nejman, our President. Pursuant to Mr. Nejman’s Employment Agreement, we have agreed to pay Mr. Nejman an annual base salary of $140,000, and he may receive employee stock options as determined by the Board of Directors. Any employee stock options granted will vest immediately upon the consummation of aggregate equity financing by the Company equal to $2,000,000 that results from Mr. Nejman’s direct efforts. Mr. Nejman is eligible to receive a 20% commission on gross sales that are a direct result of his sales efforts, up to a maximum of his base salary in any calendar year. Mr. Nejman’s employment is “at will” and either party may terminate the agreement at any time. If terminated without Cause or as a result of Constructive Termination, Mr. Nejman will receive severance equal to three months pay at his most recent Base Salary. If Mr. Nejman is terminated for Cause, Disability or death, or voluntarily resigns, he will not receive any severance, only unpaid salary as of the date of termination and vested benefits. On March 31, 2017, the Company entered into an Employment Agreement with William Bossung, our Chief Financial Officer. Pursuant to Mr. Bossung’s Employment Agreement, we have agreed to pay Mr. Bossung an annual base salary of $140,000, and he may receive employee stock options as determined by the Board of Directors. Any employee stock options granted will vest immediately upon the consummation of aggregate equity financing by the Company equal to $2,000,000 that results from Mr. Bossung’s direct efforts. Mr. Bossung is eligible to receive a 20% commission on gross sales that are a direct result of his sales efforts, up to a maximum of his base salary in any calendar year. Mr. Bossung’s employment is “at will” and either party may terminate the agreement at any time. If terminated without Cause or as a result of Constructive Termination, Mr. Bossung will receive severance equal to three months pay at his most recent Base Salary. If Mr. Bossung is terminated for Cause, Disability or death, or voluntarily resigns, he will not receive any severance, only unpaid salary as of the date of termination and vested benefits. On March 31, 2017, the Company entered into a Development Services Agreement with Covely Information Systems, a company owned and operated by Fred Covely, our Chief Executive Officer (the “ Covely Agreement On April 1, 2017, the Company entered into a Development Services Agreement with Dimicho Pty. Ltd., a company owned and operated by Dmitry Chourpo, one of the founders and prior owners of ShareRails (the “ Dimicho Agreement On March 31, 2017, the Company issued 6,280,745 shares of common stock, restricted in accordance with Rule 144, to Brad Holden, a former member of ShareRails, in connection with the Exchange and to satisfy obligations owed to Mr. Holden by ShareRails, our wholly-owned subsidiary. On March 31, 2017, the Company issued a total of 13,307,405 shares of Series A Convertible Preferred Stock to officers, directors and shareholders. On March 31, 2017, the Company issued a total of 7,550,000 shares of common stock to officers, directors and shareholders of the Company in exchange for 1,261,333 shares of Series A Convertible Preferred stock. On March 31, 2017, the Company issued a total of 9,191,387 shares of Series A Convertible Preferred Stock to officers and shareholders in exchange for 55,148,320 shares of common stock.

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).
Use of Estimates	Use of Estimates The preparation of 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 date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Start-Up Costs	Cash Cash includes cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.
Fixed Assets	Fixed Assets Property and equipment are stated at cost. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets, as follows: Description Estimated Life Computer equipment 3 years The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which the Company uses certain assets requiring a change in the estimated useful lives of such assets. Maintenance and repairs that neither materially add to the value of the asset nor appreciably prolong its life are charged to expense as incurred. Gains or losses on disposition of property and equipment are included in the statements of operations. There were no dispositions during the periods presented.
Website	Website The Company capitalizes the costs associated with the development of the Company’s website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method. The Company has commenced amortization upon completion of the Company’s fully operational website. Amortization expense for the years ended December 31, 2016 and 2015 was $933 and $700, respectively.
Revenue Recognition	Revenue Recognition We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable. The Company will record revenue when it is realizable and earned and the computer programming services or marketing services have been rendered to the customers. Additionally, the Company will record revenue from the sale of its software when the software is delivered to the customer or it will be recognized ratably throughout the term of the contract.
Concentration	Concentration One customer accounted for 100% and 85% of total revenue earned during the years ended December 31, 2016 and 2015, respectively. 100% and 100% of the accounts receivable is due from this customer at December 31, 2016 and 2015, respectively.
Advertising	Advertising Advertising costs are anticipated to be expensed as incurred; however there were advertising costs included in general and administrative expenses for the years ended December 31, 2016 and 2015.
Income Taxes	Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of December 31, 2016 and 2015, the Company did not have any amounts recorded pertaining to uncertain tax positions.
Fair Value Measurements	Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The derivative liabilities in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis. The change in Level 3 financial instrument is as follows: Balance, January 1, 2016 $ — Issued during the year ended December 31, 2016 982,481 Change in fair value recognized in operations 1,423,715 Converted during the year ended December 31, 2016 (367,244 ) Balance, December 31, 2016 $ 2,038,952
Convertible Instruments	Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives and Hedging Activities Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. During the year ending December 31, 2016, the Company recognized a gain on extinguishment of $47,969 from the conversion of convertible debt with a bifurcated conversion option.
Common Stock Purchase Warrants	Common Stock Purchase Warrants The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 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 (physical settlement or net-share settlement). The Company assesses classification of common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification is required.

SUMMARY OF SIGNIFICANT ACCOUN19

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Schedule of Useful Life of Assets	Description Estimated Life Computer equipment 3 years
Schedule of Fair Value of Financial Liability on Recurring Basis	Balance, January 1, 2016 $ — Issued during the year ended December 31, 2016 982,481 Change in fair value recognized in operations 1,423,715 Converted during the year ended December 31, 2016 (367,244 ) Balance, December 31, 2016 $ 2,038,952

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Schedule of Provisions for Federal Income Tax	Year Ended December 31, 2015 Year Ended December 31, 2015 Income tax expense (benefit) at statutory rate $ (1,179,800 ) $ (248,500 ) Permanent differences 931,900 87,700 Change in valuation allowance 247,900 160,800 Income tax benefit $ — $ —
Schedule of Deferred Tax Assets	Year Ended December 31, 2016 Year Ended December 31, 2015 Net operating loss $ 408,700 $ 160,800 Valuation allowance (408,700 ) (160,800 ) Net deferred tax asset $ — $ —

SUMMARY OF SIGNIFICANT ACCOUN21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
	Dec. 31, 2016
Computer Equipment [Member]
Useful Life of Assets	3 years

SUMMARY OF SIGNIFICANT ACCOUN22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	12 Months Ended
	Dec. 31, 2016USD ($)
Beginning Balance
Ending Balance	2,038,952
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Liability [Member]
Issued During the Year	982,481
Change in fair value recognized in operations	1,423,715
Converted During the Year	(367,244)
Ending Balance	$ 2,038,952

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Notes to Financial Statements
Accumulated Net Loss	$ 4,121,307	$ 750,372

RELATED PARTY (Details Narrativ

RELATED PARTY (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Company [Member]
Consulting Fees		$ 46,082
Accounts Payable	$ 96,000	40,000
Office and Director [Member]
Consulting Fees		31,920
Accounts Payable		28,000
Company [Member]
Consulting Fees	$ 107,150	69,637
Director [Member]
Consulting Fees		$ 197,618

CONVERTIBLE DEBT (Details Narra

CONVERTIBLE DEBT (Details Narrative) - USD ($)	Nov. 11, 2016	Oct. 05, 2016	Sep. 07, 2016	Jun. 09, 2016	Mar. 07, 2016	Jan. 23, 2016	Oct. 26, 2016	Sep. 22, 2016	Aug. 26, 2016	Dec. 31, 2016	Dec. 31, 2015
Convertible Debt Details Narrative
Convertible debt					$ 100,000	$ 50,000					$ 0
Rate of interest on notes issues					10.00%	8.00%
Interest Expenses										$ 16,130
Convertible promissory note			$ 50,000	$ 20,000				$ 5,000	$ 55,000
Interest rate		12.00%	12.00%	18.00%				12.00%	12.00%
Due date of Loan	Mar. 31, 2017	Dec. 31, 2016	Sep. 6, 2017	Dec. 9, 2016			Aug. 22, 2016	Dec. 31, 2016	May 1, 2017
Debt Instrument, Interest Rate, Increase (Decrease)		22.00%	20.00%					22.00%	22.00%

INCOME TAX (Details)

INCOME TAX (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Income tax expense (benefit) at statutory rate	$ (1,179,800)	$ (248,500)
Permanent differences	931,900	87,700
Change in valuation allowance	247,900	160,800
Income tax benefit

INCOME TAX (Details 2)

INCOME TAX (Details 2) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Net operating loss	$ 408,700	$ 160,800
Valuation allowance	(408,700)	(160,800)
Net deferred tax asset

INCOME TAX (Details Narrative)

INCOME TAX (Details Narrative)	12 Months Ended
	Dec. 31, 2016USD ($)
Income Tax Disclosure [Abstract]
Federal Income Tax Rate	34.00%
Net Operating Losses Carried Forward	$ 1,179,800

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	Dec. 31, 2015	Sep. 28, 2015	Sep. 25, 2015	Dec. 31, 2016	Jan. 30, 2016	Dec. 24, 2015	Feb. 09, 2015
Common Stock, shares issued	14,731,666			17,156,276	3,290,000	1,006,666	10,000
Common Stock, value	$ 14,732			$ 17,156	$ 329,000	$ 20,133	$ 1,000
Warrant Outstanding	$ 98,809
Warrants Vested				3,697,500
Investor [Member]
Common Stock, shares issued		250,000
Common Stock, value		$ 100,000
Warrant [Member]
Excerise Price	$ 0.50
Warrant Outstanding	$ 3,300,000
Warrant Expiry Date	Dec. 31, 2016
Entity [Member]
Common Stock, shares issued			1,000,000
Excerise Price			$ 0.25
Warrant Expiry Date			Sep. 25, 2022
Individual [Member]
Common Stock, shares issued		650,000	2,000,000
Excerise Price		$ 0.25	$ 0.25
Warrant Expiry Date		Sep. 28, 2018	Sep. 25, 2022
Warrants Vested		350,000
Individual [Member]
Common Stock, shares issued		47,500
Excerise Price		$ 0.40
Warrant Expiry Date		Sep. 28, 2018
Warrants Vested		47,500