WOD Retail Solutions (WODI) 10-K 31 May 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Apr. 16, 2019	Jun. 30, 2018
Document And Entity Information
Entity Registrant Name	WOD RETAIL SOLUTIONS, INC.
Entity Central Index Key	0000704366
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		132,219
Entity Public Float			$ 13,221
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Well Known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Shell Company	false

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2018	Dec. 31, 2017
CURRENT ASSETS:
Cash
Total Current Assets
OTHER ASSETS:
WOD membership	20,114	15,776
Total Assets	20,114	15,776
CURRENT LIABILITIES:
Bank indebtedness		20
Accounts payable and accrued liabilities	2,919,117	1,963,612
Derivative instrument liability	3,714,980	28,070,530
Note payable	50,000	50,000
Convertible notes payable, net of discounts of $0 and $6,486	5,122,895	5,521,806
Total Current Liabilities	11,806,992	35,605,968
LONG TERM DEBT:
Total Liabilities	11,806,992	35,605,968
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.0001 par value; 500,000,000 totally authorized in 2017 with 250,000,000 shares designated as Series B; issued and outstanding 1,100,000 and 2,100,000, respectively	110	110
Common stock, $0.0001 par value; 10,000,000,000 and 500,000,000 shares authorized; issued and outstanding 132,219 and 205,450,287, respectively	13	20,545
Additional paid in capital	18,017,607	17,990,747
Subscription stock not issued	75,000	75,000
Accumulated deficit	(29,879,608)	(53,676,594)
Total Stockholders' Deficit	(11,786,878)	(35,590,192)
Total Liabilities and Stockholders' Deficit	$ 20,114	$ 15,776

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
CURRENT LIABILITIES:
Convertible note payable, net of discount	$ 0	$ 6,486
STOCKHOLDERS' DEFICIT:
Preferred stock, Par value	$ 0.0001	$ 0.0001
Preferred stock, Authorized	500,000,000	500,000,000
Preferred stock, Issued	1,100,000	2,100,000
Preferred stock, Outstanding	1,100,000	2,100,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, Authorized	10,000,000,000	500,000,000
Common stock, Issued	132,219	205,450,287
Common stock, outstanding	132,219	205,450,287
Series B Preferred Stock [Member]
STOCKHOLDERS' DEFICIT:
Preferred stock, Par value	$ 0.0001	$ 0.0001
Preferred stock designated, shares	250,000,000	250,000,000
Preferred stock, Issued	1,100,000	2,100,000
Preferred stock, Outstanding	1,100,000	2,100,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Condensed Consolidated Statements Of Operations
REVENUES
OPERATING EXPENSES
Consulting services	120,000	170,000
Asset impairment
Investor relations services
Wages	236,750	131,500
Professional fees	166,800	213,410
General and administrative	385	26,860
Total Operating Expenses	523,935	541,770
LOSS FROM OPERATIONS	(523,935)	(541,770)
OTHER INCOME (EXPENSE):
Derivative income (expense)	24,349,064	(20,970,383)
Gain (loss) on settlement of debt	535,333	6,000,000
Debt discount expense		(2,392,528)
Gain (loss) on equity method investment	4,338	(4,224)
Interest expense - other	(567,815)	(586,620)
Total Other Income (Expense)	24,320,920	(17,953,755)
NET LOSS	23,796,985	(18,495,525)
PROVISION FOR INCOME TAX
NET LOSS	$ 23,796,985	$ (18,495,525)
Basic and Diluted Per Share Data:
Net Loss Per Share - Basic and Diluted	$ 1.96	$ (3.72)
Weighted Average Common Shares Outstanding:
Basic and diluted	121,365	49,653

CONSOLIDATED STATEMENT OF STOCK

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($)	Preferred Stock	Common Stock	Subscription Receivable	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance Shares at Dec. 31, 2016	2,100,000	136,518,799
Beginning Balance Amount at Dec. 31, 2016	$ 210	$ 13,651	$ 75,000	$ 22,783,785	$ (35,181,068)	$ (12,308,422)
Issuance of common stock for conversion of debt, Shares		68,931,488
Issuance of common stock for conversion of debt, Amount		$ 6,894		6,862		13,756
Retum of preferred shares, Shares	(1,000,000)
Retum of preferred shares, Amount	$ (100)			(4,999,900)		(5,000,000)
Gain on debt restructuring				200,000		200,000
Net loss					(18,495,525)	(18,495,525)
Ending Balance Shares at Dec. 31, 2017	1,100,000	205,450,287
Ending Balance Amount at Dec. 31, 2017	$ 110	$ 20,545	75,000	17,990,747	(53,676,593)	(35,590,192)
Issuance of common stock for conversion of debt, Shares		190,058,333
Issuance of common stock for conversion of debt, Amount		$ 19,006		(12,678)		6,328
Return of shares from reverse split, Shares		(395,376,401)
Return of shares from reverse split, Amount		$ (39,538)		39,538
Net loss					23,796,985	23,796,985
Ending Balance Shares at Dec. 31, 2018	1,100,000	132,219
Ending Balance Amount at Dec. 31, 2018	$ 110	$ 13	$ 75,000	$ 18,017,607	$ (29,879,608)	$ (11,786,878)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
OPERATING ACTIVITIES:
Net gain (loss)	$ 23,796,985	$ (18,495,525)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on extinguishment of debt	(535,333)	(6,000,000)
Stock issued for accrued interest and penalties	931	3,001
(Gain) loss on derivative instruments	(24,302,168)	20,970,383
(Gain) loss on equity method investment	(4,338)	4,224
Accounts payable to notes payable		120,000
Amortization of debt discount	58,915	2,392,528
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	1,090,819	1,004,849
Net cash used in operating activities		(540)
FINANCING ACTIVITIES:
Net proceeds from convertible promissory notes
Payments to related party
Proceeds from related parties
Net cash received from financing activities
NET DECREASE IN CASH		(540)
CASH BEGINNING OF YEAR		540
CASH END OF YEAR
SUPPLEMENTAL DISCLOSURES:
Income taxes paid
Interest paid
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for conversion of debt	7,259	13,756
Issuance of common stock for fees
Issuance of preferred stock for acquisition		500,000
Non-cash debt extinguishment related parties		$ (200,000)

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
NOTE 1 - DESCRIPTION OF BUSINESS	WOD Retail Solutions, Inc. (hereinafter the “Company”, “Our”, “We” or “Us”) is a retail focused management company which currently owns a 20% minority interest of WOD Market LLC, a Colorado limited liability company, a provider of intelligent retail solutions for gym owners and coaches, including the management of retail sales, up front inventory purchases, ongoing inventory management, payments, marketing, and related services. Under a joint venture agreement dated March 14, 2017, the Company co-operates WOD with WOD Holdings Inc. (“WODH”), a Delaware corporation majority owned by Brenton Mix, our Chief Executive Officer, and Taryn Watson, a related party. Prior to March 14, 2017, the Company was a technology driven management company which owned and operated online marketing and gaming businesses: Elite Data Marketing LLC, and Elite Gaming Ventures LLC, from 2013 and 2014, respectively. During the year ending December 31, 2016, we made limited progress with our online marketing platforms due to lack of funding to complete required programming and coding enhancements. However, during the year ending December 31, 2016, we anticipated obtaining additional funding which would have afforded us the ability of bringing certain new marketing offerings to our platforms in hopes of increasing traffic flow, capturing new users and generating revenues. Due to the Company not being a current and fully reporting company in 2016, the Company was unable to raise the capital needed to advance the online marketing business resulting in a loss of business opportunities. On March 14, 2017, the Company executed a note cancellation agreement and assignment with Baker & Myers & Associates LLC which resulted in Elite Data Marketing LLC no longer being a subsidiary of the Company, with no further operational effect or obligation to the Company. Separately, pursuant to the terms of the Joint Venture with H Y H Investments S.A. (“HYHI”) formed on or about May 18, 2016, we intended to implement the creation of the joint venture relationship using Elite Data Holdings S.A., a Honduras corporation, a wholly-owned subsidiary of Elite Gaming Ventures LLC, a Florida limited liability company (“EVG”), a wholly-owned subsidiary of the Company, and a distributor license from HYHI and El Mar Muerto Beauty Mineral, S.A., a Honduras corporation (“EMBM”) to establish gaming operations (the “Purpose”) by distributing and maintaining a total of eighty (80) slot machines in the cities of La Lima, Cortes; eighty (80) slot machines in the cities of Trujillo, Colon; and One Hundred and Sixty (160) slot machines in Roatan in the bay island of Honduras. In order to effect the distributor license related to the gaming operations, the Company and EVG are responsible for providing any and all financial and operational resources required to execute on the gaming license granted to the Company, including, but not limited to, the funding for the initial and ongoing operating costs in the minimum amount of Five Hundred Thousand Dollars (USD $500,000) on or before December 31, 2016 (the “Initial Funding”). See Note 16. During the period ending December 31, 2016, none of the capital required to pay the minimum operational costs of the joint venture which resulted in a loss of business opportunities, and further strained the relationship with HYHI, our joint venture partner. On March 14, 2017, Company executed a joint venture termination agreement with H Y H Investments S.A. which resulted in Elite Gaming Ventures LLC (and, its wholly-owned subsidiary, Elite Data Holdings S.A.) no longer being a subsidiary of the Company, with no further operational effect or obligation to the Company, except for certain amounts owed by the Company under a further amendment to the Amended and Restated Redeemable Note. Separately, the Company intended to expand its operations in the fourth quarter of 2016 to include intelligent retail solutions for gym owners and coaches through the completion of the acquisition of WOD (delayed), which the Company currently owns a minority interest stake of 20% as of August 26, 2016, with 100% ownership interest anticipated to be completed in 2017. WOD serves the fitness community by allowing coaches and trainers to focus on what’s important while athletes have access to the products they need to perform at their highest level. WOD aims to relieve gym owners and coaches of the burden of managing retail sales including upfront inventory purchases, ongoing inventory management, payments, marketing, etc. while also providing a service for members to have convenient access to products that help them perform better. WOD intends to forge a mutually beneficial relationship with each gym, customer and vendor to ensure the best possible experience. On January 10, 2017, the Company executed the first amendment to the purchase of WOD to extend the second closing date from on or about September 15, 2016 to on or about March 31, 2017, and further extend the third and final closing date from on or about October 15, 2016 to on or about June 30, 2017, respectively. Pursuant to management’s decision to divest itself from its online marketing and gaming businesses, and focus exclusively on the fitness retail sales business, the Company executed the second amendment to the definitive agreement on March 14, 2017, which further amended certain terms of the WOD purchase, including the formation of a joint venture to further develop and manage the current WOD business. Under the terms of the Joint Venture, the initial ownership interest of WOD was 20% owned by the Company, with the remaining 80% owned WODH. The Company may, at its option provide additional capital contributions to WOD in increments of not less than $10,000 up to a total of $8 million dollars in the aggregate, which included an equity exchange of up to a total of 800 units (80%) of WOD owned initially by WODH to the Company for a total of approximately 199,000 shares of Series B Preferred Stock and approximately 19,801,000 shares of Common Stock of the Company (the “Shares”) to be issued to WODH upon the completion of a final closing on or before December 31, 2018, under the terms set forth in Amendment No. 2. Until a minimum of at least $4 million in additional capital contributions have been made by the Company to WOD, resulting in a controlling ownership interest of not less than 60% of WOD by the Company, all the Shares of Company stock earmarked for the equity exchange with WODH are being held in a Voting Trust (as defined elsewhere in this filing), along with other key shareholder positions, in order to recapitalize the Company post a an expected 1:1000 reverse split (which was previously approved), pending effectiveness after the Company is current in its public company filings. The raising of capital is likely to occur immediately after the reverse split providing the funding for closure of Amendment 2. Our ability to complete subsequent phases of our newly developed business plan and operations are subject to us obtaining additional financing as these expenditures will exceed our cash reserves. Today, we serve the fitness community marketing training products in fitness centers and gyms through automated retail solutions.

BASIS OF PRESENTATION

BASIS OF PRESENTATION	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 2 - BASIS OF PRESENTATION	The accompanying consolidated financial statements of the Company are presented in accordance with the requirements for Form 10-K and Regulation S-X. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments (all of which were of a normal recurring nature) considered necessary to fairly present the financial position, results of operations, and cash flows of the Company on a consistent basis, have been made. Going Concern Since inception, the Company has an accumulated deficit of $30,407,626. The Company currently has only limited working capital with which to continue its operating activities. The amount of capital required to sustain operations is subject to future events and uncertainties. The Company must secure additional working capital through loans, sale of equity securities, or a combination, in order to implement its current business plans. There can be no assurance that such funding will be available in the future, or available on commercially reasonable terms favorable to the Company. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Management continued to manage its costs for the year ended December 31, 2018 to ensure appropriate funding is on hand for its limited operations.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Dynamic Energy Development Corporation (DEDC), which is inactive and Transformation Consulting (TC), which is also inactive. All significant inter-company accounts have been eliminated in consolidation. Neither had any operations for the year ended December 31, 2017 or 2018. The 20% WOD investment is recorded as an equity investment. Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles 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 amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to intangible assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Impairment of Long-Lived Intangible Assets We review our long-lived assets, including intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment, if any, is measured as the excess of the carrying amount over the fair value based on market value (when available) or discounted expected cash flows of those assets, and is recorded in the period in which the determination is made. Intangible assets not subject to amortization are tested annually for impairment and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Cash Cash includes all highly liquid instruments with an original maturity of three months or less at the date of purchase. The Company maintains its cash in cash deposit accounts, which are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per legal ownership. At times, the Company’s accounts may exceed federally insured limits. To date, the Company has not experienced any losses in such accounts. At December 31, 2017 and 2018, the Company had $0 and $0 in cash and no other cash equivalents, respectively. Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts payable, accrued liabilities, line of credit payable, loans from a related party, contingent consideration payable, and convertible note payable. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Derivative Financial Instruments The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. The Company may also issue options or warrants to non-employees in connection with consulting or other services. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For warrant-based derivative financial instruments, the Company used the Black-Scholes option pricing model to value the derivative instruments until May 18, 2016 when a restructuring of most current notes and the addition of more notes caused the number of authorized shares to be insufficient creating a default and triggering all notes conversion privileges to be immediately accelerated. The Binomial Lattice Model is now used to provide a model that the Company believes provides a more representative model of future expenses, conversion periods and length of time to conversion than the Black Scholes based upon only the remaining short time to note maturities all existing notes have embedded conversion features that cause all of the following accounting treatments to be utilized. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of the convertible debt or equity instruments resulting from allocating some or all of the proceeds to the derivative instruments, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income, usually using the effective interest method. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. Revenue Recognition The Company recognizes revenue in accordance with the FASB ASC Section 605-10-S99, Revenue Recognition, Overall, SEC Materials (“Section 605-10-S99”). Section 605-10-S99 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. Business combinations Each investment in a business is being measured and determined whether the investment should be accounted for as a cost-basis investment, an equity investment, a business combination or a common control transaction. An investment in which the Company do not have a controlling interest and which the Company is not the primary beneficiary but where the Company has the ability to exert significant influence is accounted for under the equity method of accounting. For those investments that we account for in accordance ASC 805, Business Combinations, the Company records the assets acquired and liabilities assumed at the management’s estimate of their fair values on the date of the business combination. The assessment of the estimated fair value of each of these can have a material effect on the reported results as intangible assets are amortized over various lives. Furthermore, according to ASC 805-50-30-5, when accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests shall initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer. Net Income (Loss) Per Common Share Basic loss per common share (“EPS”) is calculated by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The number of common shares that are exercisable from warrants or converted from debt into common stock is material to affect diluted EPS results. However since the Company shows losses for the periods presented basic and diluted loss per share are the same for all periods presented. Stock-Based Compensation On December 1, 2005, the Company adopted the fair value recognition provisions codified in ASC 718, Compensation-Stock Compensation. The Company adopted those provisions using the modified-prospective-transition method. Under this method, compensation cost recognized for all periods prior to December 1, 2005 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of November 30, 2005, based on the grant-date fair value and b) compensation cost for all share-based payments granted subsequent to November 30, 2005, based on the grant-date fair value. In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital. The results for periods prior to December 1, 2005 were not restated. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from parties other than employees in accordance with ASC 505, Equity. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the counterparty. There are no stock based compensation commitments in existence at December 31, 2018. Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted the accounting standards codified in ASC 740, Income Taxes as of its inception. Pursuant to those standards, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years. ASC 740-10-25 prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. An entity may only recognize or continue to recognize tax positions that meet a “more likely than not” threshold. Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company does not have any unrecognized tax benefits as of December 31, 2018 and 2017 that, if recognized, would affect the Company’s effective income tax rate. The Company’s policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or have any accrual for interest and penalties relating to income taxes as of December 31, 2018 and 2017. Common Share Non-Monetary Consideration In situations where common shares are issued and the fair value of the goods or services received is not readily determinable, the fair value of the common shares is used to measure and record the transaction. The fair value of the common shares issued in exchange for the receipt of goods and services is based on the stock price as of the earliest of the date at which: i. The counterparty’s performance is complete; ii. commitment for performance by the counterparty to earn the common shares is reached; or iii. the common shares are issued if they are fully vested and non-forfeitable at that date. Share Purchase Warrants The Company accounts for common share purchase warrants at fair value in accordance with ASC 815, “Derivatives and Hedging”. The Black-Scholes option pricing valuation method is used to determine fair value of these warrants. Use of this method requires that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest rates. Convertible Instruments The Company evaluates and accounts 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. Each reporting period, the Company evaluates whether convertible debt to acquire stock of the Company contain provisions that protect holders from declines in the stock price or otherwise could result in modification of the exercise price under the respective convertible debt agreements. The Company accounts for convertible instruments (when we have 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. A December 31, 2017 the Company uses a Binomial Lattice Model to judge the fair value of all of its currently outstanding derivative liabilities and to amortize any debt discounts that may have a remaining balance. Recently and Issued Accounting Pronouncements Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements.

DEPOSIT FOR PURCHASE OF LICENSE

DEPOSIT FOR PURCHASE OF LICENSE (JOINT VENTURE PAYMENT)	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 4 - DEPOSIT FOR PURCHASE OF LICENSE (JOINT VENTURE PAYMENT)	Gaming License and Securities Purchase Agreement On April 4, 2015, the Company instructed the escrow agent to deliver $100,000 as a deposit in good faith pursuant to the Securities Purchase Agreement dated April 4, 2015 (the “SPA”) and Promissory Note dated April 6, 2015 (the “Note”) to acquire all of the capital stock of El Mar Muerto Beauty Mineral, Sociedad Anonima (hereafter “EMBM”) a Honduras corporation, whose sole assets consist of a Honduras gaming license for EMBM’s use, which permits the operation of Eighty (80) gaming machines in Trujillo, Eighty (80) gaming machines in La Lima, and One Hundred and Sixty (160) gaming machines in Roatan, the largest of Honduras’s bay islands, for a total purchase price of $10,000,000. On September 30, 2015, the Company amended the Note and SPA to reflect a due date of April 6, 2016 in conjunction with the first payment of Nine Hundred Thousand Dollars ($900,000), which is due in either cash, stock, or 25% of the net revenues of EMBM’s operations at the seller’s option, and the current purchase price owed was reduced to $9,900,000, which deducts the $100,000 deposit tendered on April 4, 2015 as referenced herein. The business purpose for the amendment was to allow the Company the proper time to incorporate a Honduras corporation in compliance with the laws of the Republic of Honduras to own the securities of EMBM and effectively be able to transact business in that municipality. The good-faith non-refundable deposit permitted negotiation for a commitment at a later date, which the Company will recognize upon the effective date of April 6, 2016. The assets created from this agreement were immediately impaired for $4,900,000 and the deposit of $100,000 was also impaired causing a loss of $5,000,000. First Amendment; Securities Purchase Agreement and Note On September 30, 2015, the Company amended the Note and SPA to reflect a due date of April 6, 2016 in conjunction with the first payment of Nine Hundred Thousand Dollars ($900,000), which is due in either cash, stock, or 25% of the net revenues of EMBM’s operations. The Note was also amended to reflect the current purchase price owed was reduced to $9,900,000, which deducts the $100,000 non-refundable deposit tendered on April 6, 2015. The business purpose for this amendment was to allow the Company the proper time to incorporate a Honduras corporation to be in compliance with the laws of the Republic of Honduras to effectively be able to transact business in that municipality. The good-faith non-refundable deposit permitted negotiation for a commitment at a later date. Second Amendment; Securities Purchase Agreement Effective November 20, 2015, the Company signed a Second Amendment (the “Amendment”) to the Securities Purchase Agreement (the “Agreement”) with H y H Investments, S.A. (the “Seller”) regarding the acquisition of the gaming license whereby the Company re-assigned the Agreement to Elite Holdings S.A., a wholly owned subsidiary owned by the Company on a jointly and severally liable basis with the Company so as to comply with the regulatory authority of the Republic of Honduras. The Amendment also removed any Required Approvals on part of the Seller to enter into the Agreement. The Amendment specifies that as long as the Company is current in its payment obligations, upon good faith payment, Purchaser shall have the right to operate gaming machines permitted under the license and proceed with the use of the license as owner of EMBM with full power and authority to contract, license, sub-license, loan, lease, enter into contract or any other business venture in which entitles Purchaser to the benefit of the license on behalf of the Corporation. The Amendment also clarified that the shares of EMBM would be assigned to Elite Holdings, S.A. after the full purchase price had been tendered to the Seller. The Company will recognize the appropriate asset and liability when performance occurs on the effective date April 6, 2016. Third Amendment; Securities Purchase Agreement and Joint Venture Agreement On May 20, 2016, the Company and H Y H Investments, S.A. (“HYHI”) executed the Third Amendment to the Securities Purchase Agreement (the “Third Amendment”), pursuant to which the parties agreed to further clarify and amend and restate certain provisions of the Original Purchase Agreement, First Amendment and Second Amendment (the “Original Purchase Agreement”). Pursuant to the terms of the Third Amendment, the parties mutually agreed to cancel the Original Purchase Agreement dated April 6, 2015, in exchange for a new Joint Venture Agreement (the “Joint Venture”) executed on even date therewith, pursuant to which the Company and HYHI agreed to create a joint venture relationship using Elite Data Holdings S.A., a Honduras corporation, a wholly-owned subsidiary of Elite Gaming Ventures LLC, a Florida limited liability company (“EVG”), a wholly-owned subsidiary of the Company, and a distributor license from HYHI and El Mar Muerto Beauty Mineral, S.A., a Honduras corporation (“EMBM”) to establish gaming operations (the “Purpose”) by distributing and maintaining a total of eighty (80) slot machines in the cities of La Lima, Cortes; eighty (80) slot machines in the cities of Trujillo, Colon; and One Hundred and Sixty (160) slot machines in Roatan in the bay island of Honduras. In addition, the Company and EVG agreed to pay HYHI consideration in the total amount of USD $10,000,000 (the “Total Consideration”), including, but not limited to a convertible note, a revenue share plan, and an initial amount of $100,000, which was paid in the Original Purchase Agreement, as amended, and is the same $100,000 deposit described in this Note 4. This agreement was terminated March 14, 2017.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
NOTE 5 - RELATED PARTY TRANSACTIONS	Myers – Line of Credit (LOC) The principal amount due Sarah Myers (director and executive officer of the Company, the related party) at December 31, 2016 and 2015 was $149,500 and $136,960, respectively, represents an unsecured promissory note and addendums (“Myers – LOC”). These amounts are unsecured and bear interest at the rate of 12% per annum. The Myers – LOC has been amended to be due and payable on May 18, 2017. The accrued interest under the Myers – LOC as of December 31, 2018 and 2017 was $90,047 and $75,097, respectively. At December 31, 2017. Ms. Myers is no longer a related party Sixth Amendment to Line of Credit On May 18, 2016, the Company and Sarah Myers, an individual (and also the President, Chief Operating Officer and Director of the Company) (“Myers”) executed the Sixth Amendment to the Line of Credit Agreement (the “Sixth Amendment”), pursuant to which the parties mutually agreed to cancel and otherwise terminate the effectiveness of Revolving Line of Credit Agreement (the “Original LOC Agreement”) dated September 1, 2013, as amended, up to a total amount of USD$50,000 for the purposes of providing Company with working capital, as needed from time to time, as set forth in the executed Promissory Note (the “Original Myers Note”) dated on even date therewith, in the original amount of USD $50,000 (collectively referred to as the “Original Agreements”), whereby Myers would no longer extend any funds to the Company, pursuant to the terms of the Original Agreements, in exchange for the issuance of an amended and restated convertible redeemable note (the “Amended and Restated Note”) in the principal amount of $175,000.00, at ten percent (10%) interest per annum commencing on January 1, 2016 (the “Effective Date”), due and payable to Myers by Company in seven (7) separate equal quarterly payments of Twenty-Fifty Thousand Dollars (USD $25,000), plus accrued interest to date, due on the first day of each quarter beginning on the date of the first quarter following the date of execution of this Note (each a “Maturity Date”), convertible into shares of the Company’s common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, subject to aggregate conversion limitations of 4.99% and other terms and conditions set forth therein. Baker Myers – Asset Purchase and Convertible Note – ClassifiedRide On January 13, 2014, the Company entered into an asset purchase agreement with Baker Myers and Associates, LLC (“Baker Myers”) to acquire certain assets including, www.classifiedride.com, an online classified listing website where private sellers can buy, sell, and trade their vehicle. Ms. Myers is the managing member and sole owner of Baker Myers, and also serves as an Officer and Director of the Company. As of December 31, 2014, pursuant to GAAP ASC 805-50-30, the transaction carrying value of the assets rather than the fair value were recorded to the transaction as it was being made by a related party. A convertible note totaling $587,564 was amended to reflect the carrying value that carries an interest rate of 8% per annum. The Maturity Date of the Note is January 13, 2017. Upon default of the Note, the interest rate increases to 10%. Pursuant to the Note, Baker Myers may convert all or any part of the outstanding and unpaid principal amount of this Note within 180 days from the date of the note into fully paid and non-assessable shares of Common Stock at the conversion price of $.05 per share with a limitation of 4.99% of the total shares of common stock of the Company outstanding. The Note also contains a $2,000 per day fee for failure to deliver common stock to the Holder upon three days delivery. At December 31, 2018, the note balance and accrued interest was $300,000 and $146,333, respectively. New Company Subsidiary – Elite Data Marketing LLC On May 20, 2016, the Company executed an Assignment of Ownership Interest with its newly formed subsidiary, Elite Data Marketing LLC, pursuant to which the Company assigned and transferred (A) a certain amount of Company’s ownership interest held in www.classifiedride.com, an online classified listing website (the “ClassifiedRide”), equal to an aggregate total of one hundred percent (100%) of the ownership interest of the ClassifiedRide asset (the “ClassifiedRide Asset”), acquired by the Company from Baker Myers, on or about January 13, 2014, and (B) a certain amount of Company’s ownership interest in Autoglance LLC, a Tennessee limited liability company (the “Autoglance”), equal to an aggregate total of fifty-one percent (51%) of the units of membership interest (the “Autoglance Units”), including, but not limited to, the majority control over all owned assets of Autoglance, acquired by the Company from Baker Myers, on or about January 15, 2014. Disposed of January 2017, below. Note Cancellation and Assignment; Transfer of Subsidiary On March 14, 2017, Company executed a note cancellation agreement and assignment with Baker & Myers & Associates LLC which resulted in Elite Data Marketing LLC being assigned and transferred from the Company to Baker Myers, and such entity no longer being a subsidiary of the Company, with no further operational effect or obligation to the Company.

PROMISSORY NOTE

PROMISSORY NOTE	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
Note 6 - PROMISSORY NOTE	Tarpon Bay Partners – Line of Credit In conjunction with the Equity Line as discussed in Note 15 below, the Company issued a promissory note to Tarpon Bay Partners for $50,000, due on January 31, 2016, with 10% interest per annum as consideration for transaction costs incurred by Tarpon. The $50,000 of transaction costs will be treated as a note discount under current Generally Accepted Accounting Principles and the discount will be amortized as costs related to equity financing issuances. At December 31, 2018, the principal balance of the note and accrued interest was $50,000 and $17,110, respectively. This note was purchased by SeaCor Capital LLC in 2018. Redeemable Note for Unpaid Invoices On May 18, 2016, the Company and JMS Law Group PLLC (“JMS”) executed a settlement letter (the “Settlement Letter”) in which the parties agreed to settle unpaid invoices for services rendered by JMS to the Company in the amount of $20,000, and further agreed to pay JMS a total of $7,500 for continued services to the Company until July 31, 2016. Pursuant to the terms of the Settlement Letter, the Company issued to JMS a six month convertible redeemable note (the “Note”) in the principal amount of USD $ 27,500, at a rate of ten percent (10%) per annum commencing on date of issuance , convertible into shares of the Company’s common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other customary and standard terms and conditions set forth therein. At December 31, 2018, the principal balance of the note and accrued interest were $27,500 and $8,945, respectively. Termination Agreement to Definitive Agreement for the acquisition of a new subsidiary Company and Properties of Merit Inc. (“POM”) are parties to that certain Definitive Agreement, dated May 20, 2016, incorporated by reference in Form 8K filed with the SEC on May 24, 2016, pursuant to which the Company agreed to acquire one hundred percent (100%)of the ownership interest in POM, in the form of three (3) separate closings with the first closing originally anticipated on or before May 27, 2016, subject to certain performance requirements of both parties prior to each closing. On July 22, 2016, Elite Data Services, Inc. (the “Company”) and Properties of Merit Inc. (“POM”) executed a Termination Agreement, pursuant to which the parties mutually agreed to terminate the Definitive Agreement dated May 20, 2016, incorporated by reference in Form 8K filed with the SEC on May 24, 2016, pursuant to which the Company agreed to acquire one hundred percent (100%)of the ownership interest in POM, in the form of three (3) separate closings, due to, among other reasons, certain events that occurred subsequent to the date of execution of the Definitive Agreement, including, but not limited to, the Company’s inability to (i) become current in its reporting obligations with the Securities and Exchange Commission, and (ii) obtain the financings required to complete the first and subsequent closings to finance the ongoing activities of POM within a reasonable period of time. The Termination Agreement included amongst other provisions, a mutual release of each party related to any future rights and claims against the other, except that the Company is required to repay POM for advances made to Company pursuant to the executed definitive agreement in the total amount of Seventeen Thousand Five Hundred Dollars (USD $17,500.00), on the terms set forth in executed amended convertible redeemable note (the “Amended Adar Bays LLC On June 16, 2015, the Company issued a 6% Convertible Note (the “Adar Note”) to Adar Bays, LLC (“Adar”) in the principal amount of $52,500 receiving cash proceeds of $45,000 after payment or related legal and broker fees. The Adar Note bears interest at the rate of 6% per annum and is due June 16, 2016 (the “Maturity Date”). The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. Pursuant to ASC 815, “ Derivatives and Hedging. EMA Financial, LLC On July 14, 2015, (the “Note Issuance Date”), the Company entered into a Securities Purchase Agreement (the “SPA”) with EMA Financial, LLC (“EMA”), whereby EMA agreed to invest $156,500 (the “Note Purchase Price”) in our Company in exchange for a convertible promissory note (the “Note”). The Company netted cash proceeds $135,000 after brokerage and legal fees aggregating $21,500 was disbursed at closing. Additionally, the Company issued to EMA 100,000 shares of Common Stock of the Company as a loan fee. Pursuant to the SPA, on July 14, 2015, we issued a convertible promissory note (the “Note”) to EMA, in the original principal amount of $156,500 (the “Note Purchase Price”), which bears interest at 12% per annum. All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which is July 14, 2016 (the “Maturity Date”). EMA may extend the Note Maturity Date by providing written notice at least five days before the Note Maturity Date. However, EMA may only extend the Note Maturity Date for up to an additional one-year period. Any amount of principal or interest that is due under the Note, which is not paid by the Note Maturity Date, will bear interest at the rate of 24% per annum until it is paid (the “Note Default Interest”). The Note is convertible by EMA into shares of our common stock at any time on the date which is six (6) months following the Issue Date (“Prepayment Termination Date”). At any time before the Prepayment Termination Date, the Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to EMA of this Note, to prepay the outstanding balance on this Note (principal and accrued interest), in full. The conversion price is the lower of: i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the closing date, and (ii) 60% of the lowest sale price for the Common Stock on the Principal Market during the 20 consecutive Trading Days immediately preceding the Conversion Date. EMA does not have the right to convert the Note into Common Stock if such conversion would result in EMA’s beneficial ownership exceeding 4.9% of our outstanding Common Stock at that time. At December 31, 2017, EMA has converted a total of $21,423 of principal into shares of the Company’s common stock. The principal balance of the note and accrued interest were $135,077 and $59,547, respectively. Birch First Capital Fund, LLC On August 16, 2013, Birch First Capital Fund, LLC, a Delaware limited liability company, and/or Birch First Capital Management, LLC, as its manager (collectively, Birch First Capital ) filed a complaint against the Company in the 15 th th The parties agreed to amend certain parts of the Amended and Restated Note. As of December 31, 2015, Birch and the Company had not specified the terms of any such amendment, but, at the mutual agreement of the parties, no shares have been issued pursuant to the Amended and Restated Note. As of December 31, 2015, the balance outstanding on the Note was $225,000, accrued interest was $2,663 and the discount was $175,445. First Amendment to the Settlement Agreement On May 18, 2016, the Company and Birch First Capital Fund LLC ( Birch First Capital ) and Birch First Advisors LLC ( Birch Advisors ) executed the First Amendment to the Settlement Agreement (the First Amendment ), pursuant to which the parties mutually agreed to amend and restate the amended and restated convertible debenture (the Original Amended Note ) in the original amount of USD $300,000 (the Original Amended Note Amount ), the convertible debenture (the Original New Note ) in the original amount of USD $300,000 (the Original New Note Amount ) and the original consulting agreement (the Original Consulting Agreement ) dated on or about July 23, 2015, to reflect the following: (a) the execution of an Amended and Restated Convertible Redeemable Note (the “Amended and Restated Redeemable Note No.1”) in the principal amount of USD $400,000, at a rate of ten percent (10%) per annum with interest commencing on July 23, 2015, convertible into shares of the Company’s common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other terms and conditions set forth therein, (b) the issuance by Company to Birch First Capital a three-year “cashless” stock purchase warrant (the “Warrant No.1”) for the right to purchase a total of 4,000,000 shares of Series B preferred Stock of the Company (the “Preferred Warrant Shares”), at a purchase price of $0.001 per share, on the terms and conditions set forth therein, (c) the execution of an Amended and Restated Convertible Redeemable Note (the “Amended and Restated Redeemable Note No. 2”) in the principal amount of USD $300,000, at a rate of ten percent (10%) per annum commencing on July 23, 2015, convertible into shares of the Company’s common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, subject to aggregate conversion limitations of 4.99% and other terms and conditions set forth therein, (d) the execution of an Amended and Restated Consulting Agreement (the “Amended and Restated Consulting Agreement”) on the terms and conditions set forth therein, including, but not limited to, for a period of twenty-four (24) months, with consideration payable to Birch Advisors and/or its assigns in cash in the amount of Ten Thousand Dollars ($10,000.00) per month, including, any and all payments set forth Amended and Restated Redeemable Note No.2, and the issuance by the Company to Birch First Advisors and/or assigns a three-year “cashless” stock purchase warrant (the “Warrant No.2”) for the right to purchase up to 1,000,000 shares of common stock of the Company (the “Common Warrant Shares”) each month a strike price of $0.001 per share (the “Exercise Price”), and (e) the acceptance by the Company of the execution of the Assignment of Amended and Restated Redeemable Note No.2 (hereinafter referred to as the “Assigned Note”) between Birch Advisors and Birch First Capital, in which Birch Advisors agreed to assign the ownership interest of Assigned Note to Birch First Capital, on the terms and conditions set forth therein, of which the Company was not a party, however, provided consent at the request of Birch Advisors and Birch First Capital. In addition, each of the agreements contains customary representations and warranties provisions. During 2017 several assignments and one in 2018 were made in addition a note of $400,000 plus accrued interest of $135,333 were forgiven for no consideration by the company so that at December 31, 2018, the principal balance of the notes and accrued interest were $1,498,195 and $501,377, respectively. JSJ Investments Inc. On June 11, 2015, the Company issued a 12% Convertible Note (the “JSJ Note”) to JSJ Investments, Inc, (“JSJ”) in the principal amount of $100,000 receiving cash proceeds of $88,000 after payment of related legal and broker fees. The JSJ Note bears interest at the rate of 12% per annum, and was due December 11, 2015 (the “Maturity Date”). The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging Derivatives and Hedging LG Capital Funding, LLC On June 16, 2015, the Company issued a 6% Convertible Note (the “LG Note”) to LG Capital Funding, LLC (“LG”) in the principal amount of $52,500 receiving cash proceeds of $45,000 after payment or related legal and broker fees. The LG Note bears interest at the rate of 6% per annum and is due June 16, 2016 (the “Maturity Date”). The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. Pursuant to ASC 815, “ Derivatives and Hedging. Rimlinger Note On or about January 10, 2017, the Company and Charles Rimlinger, an individual (the former Chief Executive Officer and Director of the Company) (the "Rimlinger") executed a Separation and Settlement Agreement (the “Rimlinger Settlement Agreement”), pursuant to the termination of his service as an officer and director of the Company, in exchange for the issuance of a one year Convertible Redeemable Note (the "Rimlinger Note") in the principal amount of USD $40,000, at a rate of ten percent (10%) per annum commencing on date of issuance, convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other terms and conditions set forth therein. The Note balance and accrued interest at December 31, 2018 were $40,000 and $7,900, respectively. Ricketts Note On or about January 10, 2017, the Company and Dr. James G. Ricketts, an individual (the former Chairman of the Board and VP of Investor Relations of the Company) (the "Ricketts") executed a Separation and Settlement Agreement (the “Ricketts Settlement Agreement”) in which the parties terminated both the Contractor Agreement (“Ricketts Contractor”) dated on or about May 18, 2016, and the Board Member Service Agreement (“Ricketts Board Agreement”) dated on or about May 18, 2016, in exchange for the issuance of a one year Convertible Redeemable Note (the "Ricketts Note") in the principal amount of USD $40,000, at a rate of ten percent (10%) per annum commencing on date of issuance, convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other terms and conditions set forth therein. The Note balance and accrued interest at December 31, 2018 were $40,000 and $7,900, respectively. Ricketts returned 500,000 Series B Preferred shares in settlement valued at $2,500,000 recorded as a gain on settlement in the financial statements included in this filing. Antol Note On January 10, 2017, the Company and Stephen Antol, an individual (the former Chief Financial Officer, Secretary and Treasurer of the Company) (the "Ricketts") executed a Separation and Settlement Agreement (the “Settlement Agreement”) in which the parties terminated the Contractor Agreement (“Antol Contractor”) dated on or about May 18, 2016, in exchange for the issuance of a one year Convertible Redeemable Note (the "Antol Note") in the principal amount of USD $40,000, at a rate of ten percent (10%) per annum commencing on date of issuance, convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other terms and conditions set forth therein. The Note balance and accrued interest at December 31, 2018 were $40,000 and $7,900, respectively. Antol returned 500,000 Series B Preferred shares in settlement valued at $2,500,000 recorded as a gain on settlement in the financial statements included in this filing. WOD Note On August 26, 2016, WOD Markets LLC advanced a total of Forty Thousand Dollars ($40,000) to DEAC for the purposes of funding the completion of DEAC’s audit and required SEC filings, secured by two (2) separately executed Convertible Redeemable Notes (“WOD Notes”). These notes bear no interest and are repayable should the acquisition of WOD Markets LLC fails to be completed within the terms of the amended purchase agreement and subsequent joint venture agreement that terminates if not funded December 31, 2018. At December 31, 2018, the Note balance and accrued interest were $40,000 and $9,395, respectively. JSM Law Group Note In 2017, $500,000 of the outstanding HYHI Note and its accrued interest was assigned to JSM Law Group. The note holds the same components from the amended note with 10% interest and conversion rights at 50% of the five day average closing price prior to conversion. The note will be due April 1, 2018. The principal and accrued interest balance at December 31, 2018 was $500,000 and $165,420, respectively. The components of the convertible notes payable discussed in Note 6 at December 31, 2018 are as follows: Principal Amount Unamortized Discount Net Current portion convertible notes $ 5,172,895 - $ 5,172,895 $ 5,172,895 $ - $ 5,172,895

DERIVATIVE INSTRUMENT LIABILITI

DERIVATIVE INSTRUMENT LIABILITIES	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
NOTE 7. DERIVATIVE INSTRUMENT LIABILITIES	The fair market value of the derivative instruments liabilities at December 31, 2018, was determined to be $3,714,980 with the following assumptions: (1) risk free interest rate of 2.44%, (2) remaining contractual life of 0.01, (3) expected stock price volatility of 136%, and (4) expected dividend yield of zero. Based upon the change in fair value, the Company has recorded a loss on derivative instruments for the year ended December 31, 2018, of $24,349,064 and a corresponding decrease in the derivative instruments liability. Derivative Liability as of Derivative Liability as of Gain for the year ended December 31, 2018 December 31, 2017 December 31, 2018 Notes $ 3,714,980 $ 28,070,530 $ 24,355,550 Amount allocated to note discounts at inception - Gain for year ended December 31, 2018 $ 24,355,550

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
NOTE 8. FAIR VALUE MEASUREMENT	The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company’s financial instruments consisted of cash, prepaid expense, deposit, accounts payable and accrued liabilities, line of credit, loan from stockholders and convertible debt. The estimated fair value of cash, prepaid expense, deposit, accounts payable and accrued liabilities, line of credit, loan from stockholders approximates its carrying amount due to the short maturity of these instruments. The recognition of the derivative values of convertible debt are based on the weighted-average Black-Scholes option pricing model, which the Company’s classifies as a level three of the fair value measurement hierarchy. The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company’s common stock, and are classified within Level 3 of the valuation hierarchy. The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2017. Level 1 Level 2 Level 3 Total Derivative Liabilities $ - $ - $ 28,070,530 $ 28,070,530 The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2018. Level 1 Level 2 Level 3 Total Derivative Liabilities $ - $ - $ 3,714,980 $ 3,714,980 As of December 31, 2018, the Company had a derivative liability amount of $3,714,980 which was classified as a Level 3 financial instrument.

EQUITY INCENTIVE PLAN

EQUITY INCENTIVE PLAN	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
NOTE 9. EQUITY INCENTIVE PLAN	Effective October 15, 2015, the Company adopted the Equity Incentive Plan (the “Plan”) whereby the Company may issue common stock, not to exceed 25,000,000 shares of common stock of the Company (the “ Stock Award Stock Awards Option Options Stock ISOs Code NQSOs Pursuant to the Plan, the exercise price of stock awards or options granted under the plan which are designated as NQSO’s shall not be less than 85% of the fair market value of the stock subject to the Option on the date of grant, and not less than 65% of the fair market value of the stock subject to the Stock Award on the date of grant. To the extent required by applicable laws, rules and regulations, the exercise price of a NQSO granted to any person who owns, directly or by attribution of stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or of any Subsidiary (a “Ten Percent Stockholder”) shall in no event be less than 110% of the fair market value of the stock covered by the Stock Award or Option at the time the Stock Award or Option is granted. Pursuant to the Plan, the exercise price of stock awards or options granted under the Plan which are designated as ISO’s shall not be less than the fair market value of the stock covered by the stock award or option at the time the option is granted. The exercise price of an ISO granted to any Ten Percent Stockholder shall in no event be less than 110% of the fair market value. The fair market value is defined as the closing price of such stock on the date before the date the value is to be determined on the principal recognized securities exchange or recognized securities market on which such stock is reported. If selling prices are not reported, its fair market value shall be the mean between the high bid and low asked prices for such stock on the date before the date the value is to be determined (or if there are no quoted prices for such date, then for the last preceding business day on which there were quoted prices). If there is no established market for the stock, the fair market value will be determined in good faith by the Administer. The Administer will either be the Board of Directors or an Administer appointed by the Board of Directors. We do not have outstanding stock awards or options to purchase shares of our common stock under the Plan at December 31, 2017.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
NOTE 10. STOCKHOLDERS' DEFICIT	Authorized The Company is authorized to issue 250,000,000 shares of preferred stock, having a par value of $0.0001 per share, and 500,000,000 shares of common stock, having a par value of $0.0001 per share. Effective October 15, 2015, the Company Restated its Articles of Incorporation and Bylaws, and Equity Incentive Plan increasing the total number of shares of stock of all classes which we shall have authority to issue from 60,000,000 shares to 750,000,000 shares, of which the Common Stock, $0.0001 par value per share, was increased from 50,000,000 shares to 500,000,000 shares (hereinafter called “Common Stock”) and of which the Preferred Stock, $0.0001 par value per share, was increased from 10,000,000 shares to 250,000,000 shares (hereinafter called “Preferred Stock”). On May 17, 2016, the Company designated 100,000,000 shares of preferred stock as Series B Convertible Preferred Stock. This series ranks senior to all non-parity stock and votes as if converted at 1,000 shares of common stock for each share of preferred outstanding. This Series B also votes as a class. The Series B shares are convertible up to 25% of the originally issued shares per quarter ending on each calendar quarter. If common shares are issued below $1.00 per share while any Series B stock is outstanding , the Company is required to issue additional shares of Series B shares so as the issuance of common shares is non-dilutive to the Series B shareholder. The outstanding shares of Preferred Series B will be multiplied by a fraction whose numerator is the number of common shares issued at less then $1.00 and the denominator of which is the number of common shares outstanding immediately before the issuance of the dilutive shares. In September 2018, the Company completed a reverse split of outstanding common shares of 1:3,000. Issued and Outstanding Preferred Stock At December 31, 2018 and 2017, there were 1,100,000 and 1,100,000 shares of preferred stock Series B outstanding, respectively. On May 18, 2016, the Company issued a total of 2,000,000 shares of Series B Preferred Stock to two (2) separate parties in the amount of 1,000,000 shares each to Ricketts and Antol, respectively, pursuant to the executed Ricketts Subscription Agreement and Antol Subscription Agreement. The Series B Preferred shares were offered and sold to the parties in a private placement transaction in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. The Company based such reliance on certain representations made by each of the parties to the Company including that each of the parties were accredited investor s as defined in Rule 501 of Regulation D. In August 2016, 100,000 shares of preferred stock were issued in conjunction with the second closing of the WOD Amended Acquisition Agreement. In January 2017, 1,000,000 shares of Series B Preferred were returned and cancelled, 500,000 shares each from Antol and Ricketts pursuant to a final settlement agreement. On August 4, 2017, the Company increased it authorized preferred shares to 500,000,000 total with 250,000,000 of that total previously designated as Series B Preferred Stock. The Amended Articles of Incorporation were filed with the State of Florida on September 18, 2017. Common Stock In the year ended December 31, 2018, the Company issued 63,503 shares of Common Stock for the conversion of $6,328 of notes payable, $931 of accrued interest. Reverse Stock Split On August 4, 2017, the Board of Directors decided that it was in the best interest of the Company to approve a reverse split of the Company’s Common Stock at a specified ratio of up to 1:10,000 Further, the Company confirmed that at the effective time of the reverse stock split, all of the outstanding shares of our outstanding Common Stock were automatically converted into a smaller number of shares, at the reverse split ratio of up to 1:10,000, on the effective date. However, due to the fact, that FINRA found our submission for the corporate action to complete the reverse split and name change to be deficient neither is effective as of filing of this Report. Holders of record of the Common Stock and Series B Convertible Preferred Stock at the close of business on the Record Date were entitled to participate in the written consent of our shareholders. Each share Common Stock was entitled to one vote and each share of Series B Convertible Preferred Stock was entitled to vote 1:1,000 to each share of Common Stock. This contemplated reverse stock split was effectuated in September 2018 at 1:3,000. Warrants Issued for Services As of December 31, 2016, and 2017, warrants outstanding were 7,000,000 and 0, respectively. The Company issued 7,000,000 warrants in the twelve months ending December 31, 2016. The following table summarizes the warrant activity for the years ended December 31, 2016 and 2017: Warrants Outstanding Weighted Average Number of Exercise Shares Price Balance, December 31, 2015 2,307 $ 259 Granted 7,000,000 $ 700 Exercised - - Expired/Cancelled (2,307 ) (259 ) Balance, December 31, 2016 7,000,000 $ 700 Granted - - Exercised - - Expired/Cancelled (7,000,000 ) (700 ) Balance, December 31, 2017 - $ - Exercisable at December 31, 2018 - $ -

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
NOTE 11 - INCOME TAXES	Potential benefits of income tax losses and other tax assets are not recognized in the accounts until realization is more likely than not. As of December 31, 2018, the Company has operating loss carry forwards of approximately $10,784,971 for tax purposes in various jurisdictions subject to expiration as described below. Pursuant to ASC 740, Income Taxes The actual income tax provisions differ from the expected amounts calculated by applying the combined income tax statutory rates applicable in each jurisdiction to the Company’s loss before income taxes and non-controlling interest. The calculated tax deferred benefit at December 31, 2017 and 2018 is based on the current Federal statutory income tax rate of 35% applied to the loss before provision for income taxes. The following table accounts for the differences between the actual income tax benefit and amounts computed for the years ended December 31, 2018 and 2017: Years Ended December 31, 2018 2017 Tax benefit at the federal statutory rate $ 8,783,341 8,326,924 Non deductible costs (8,326,924 ) (7,967,019 ) Increase in valuation allowance (456,417 ) (359,905 ) Income tax expense $ - $ - The components of the deferred tax asset and deferred tax liability at December 31, 2018 and 2017 are as follows: December 31, 2018 2017 Deferred tax assets $ 1,585,300 1,318,790 Valuation allowance (1,585,300 ) (1,318,790 ) $ - - A valuation allowance has been provided to reduce the net deferred tax asset, as management determined that it is more likely than not that the deferred tax assets will not be realized. At December 31, 2018, the Company has approximately a net operating loss carry forward for United States income tax purposes approximating $10,156,953. These losses expire in varying amounts between December 31, 2023 and December 31, 2038

SUBSEQUENT EVENT

SUBSEQUENT EVENT	12 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
NOTE 12. SUBSEQUENT EVENT	None.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2018
Summary Of Significant Accounting Policies
Principles of Consolidation	The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Dynamic Energy Development Corporation (DEDC), which is inactive and Transformation Consulting (TC), which is also inactive. All significant inter-company accounts have been eliminated in consolidation. Neither had any operations for the year ended December 31, 2017 or 2018. The 20% WOD investment is recorded as an equity investment.
Use of Estimates	The preparation of financial statements in conformity with United States generally accepted accounting principles 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 amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to intangible assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Impairment of Long-Lived Intangible Assets	We review our long-lived assets, including intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment, if any, is measured as the excess of the carrying amount over the fair value based on market value (when available) or discounted expected cash flows of those assets, and is recorded in the period in which the determination is made. Intangible assets not subject to amortization are tested annually for impairment and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.
Cash	Cash includes all highly liquid instruments with an original maturity of three months or less at the date of purchase. The Company maintains its cash in cash deposit accounts, which are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per legal ownership. At times, the Company’s accounts may exceed federally insured limits. To date, the Company has not experienced any losses in such accounts. At December 31, 2017 and 2018, the Company had $0 and $0 in cash and no other cash equivalents, respectively.
Fair Value of Financial Instruments	The Company’s financial instruments consist of cash, accounts payable, accrued liabilities, line of credit payable, loans from a related party, contingent consideration payable, and convertible note payable. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Derivative Financial Instruments	The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. The Company may also issue options or warrants to non-employees in connection with consulting or other services. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For warrant-based derivative financial instruments, the Company used the Black-Scholes option pricing model to value the derivative instruments until May 18, 2016 when a restructuring of most current notes and the addition of more notes caused the number of authorized shares to be insufficient creating a default and triggering all notes conversion privileges to be immediately accelerated. The Binomial Lattice Model is now used to provide a model that the Company believes provides a more representative model of future expenses, conversion periods and length of time to conversion than the Black Scholes based upon only the remaining short time to note maturities all existing notes have embedded conversion features that cause all of the following accounting treatments to be utilized. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of the convertible debt or equity instruments resulting from allocating some or all of the proceeds to the derivative instruments, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income, usually using the effective interest method. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.
Revenue Recognition	The Company recognizes revenue in accordance with the FASB ASC Section 605-10-S99, Revenue Recognition, Overall, SEC Materials (“Section 605-10-S99”). Section 605-10-S99 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured.
Business combinations	Each investment in a business is being measured and determined whether the investment should be accounted for as a cost-basis investment, an equity investment, a business combination or a common control transaction. An investment in which the Company do not have a controlling interest and which the Company is not the primary beneficiary but where the Company has the ability to exert significant influence is accounted for under the equity method of accounting. For those investments that we account for in accordance ASC 805, Business Combinations, the Company records the assets acquired and liabilities assumed at the management’s estimate of their fair values on the date of the business combination. The assessment of the estimated fair value of each of these can have a material effect on the reported results as intangible assets are amortized over various lives. Furthermore, according to ASC 805-50-30-5, when accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests shall initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer.
Net Income (Loss) Per Common Share	Basic loss per common share (“EPS”) is calculated by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The number of common shares that are exercisable from warrants or converted from debt into common stock is material to affect diluted EPS results. However since the Company shows losses for the periods presented basic and diluted loss per share are the same for all periods presented.
Stock-Based Compensation	On December 1, 2005, the Company adopted the fair value recognition provisions codified in ASC 718, Compensation-Stock Compensation. The Company adopted those provisions using the modified-prospective-transition method. Under this method, compensation cost recognized for all periods prior to December 1, 2005 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of November 30, 2005, based on the grant-date fair value and b) compensation cost for all share-based payments granted subsequent to November 30, 2005, based on the grant-date fair value. In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital. The results for periods prior to December 1, 2005 were not restated. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from parties other than employees in accordance with ASC 505, Equity. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the counterparty. There are no stock based compensation commitments in existence at December 31, 2018.
Income Taxes	Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted the accounting standards codified in ASC 740, Income Taxes as of its inception. Pursuant to those standards, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years. ASC 740-10-25 prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. An entity may only recognize or continue to recognize tax positions that meet a “more likely than not” threshold. Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company does not have any unrecognized tax benefits as of December 31, 2018 and 2017 that, if recognized, would affect the Company’s effective income tax rate. The Company’s policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or have any accrual for interest and penalties relating to income taxes as of December 31, 2018 and 2017.
Common Share Non-Monetary Consideration	In situations where common shares are issued and the fair value of the goods or services received is not readily determinable, the fair value of the common shares is used to measure and record the transaction. The fair value of the common shares issued in exchange for the receipt of goods and services is based on the stock price as of the earliest of the date at which: i. The counterparty’s performance is complete; ii. commitment for performance by the counterparty to earn the common shares is reached; or iii. the common shares are issued if they are fully vested and non-forfeitable at that date.
Share Purchase Warrants	The Company accounts for common share purchase warrants at fair value in accordance with ASC 815, “Derivatives and Hedging”. The Black-Scholes option pricing valuation method is used to determine fair value of these warrants. Use of this method requires that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest rates.
Convertible Instruments	The Company evaluates and accounts 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. Each reporting period, the Company evaluates whether convertible debt to acquire stock of the Company contain provisions that protect holders from declines in the stock price or otherwise could result in modification of the exercise price under the respective convertible debt agreements. The Company accounts for convertible instruments (when we have 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. A December 31, 2017 the Company uses a Binomial Lattice Model to judge the fair value of all of its currently outstanding derivative liabilities and to amortize any debt discounts that may have a remaining balance.
Recently and Issued Accounting Pronouncements	Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements.

PROMISSORY NOTES (Tables)

PROMISSORY NOTES (Tables)	12 Months Ended
	Dec. 31, 2018
Promissory Notes
Convertible notes payable	Principal Amount Unamortized Discount Net Current portion convertible notes $ 5,172,895 - $ 5,172,895 $ 5,172,895 $ - $ 5,172,895

DERIVATIVE INSTRUMENT LIABILI_2

DERIVATIVE INSTRUMENT LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2018
Derivative Instrument Liabilities
Derivative liability	Derivative Liability as of Derivative Liability as of Gain for the year ended December 31, 2018 December 31, 2017 December 31, 2018 Notes $ 3,714,980 $ 28,070,530 $ 24,355,550 Amount allocated to note discounts at inception - Gain for year ended December 31, 2018 $ 24,355,550

FAIR VALUE MEASUREMENT (Tables)

FAIR VALUE MEASUREMENT (Tables)	12 Months Ended
	Dec. 31, 2018
Fair Value Measurement
Fair value of derivative liabilities	The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2017. Level 1 Level 2 Level 3 Total Derivative Liabilities $ - $ - $ 28,070,530 $ 28,070,530 The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2018. Level 1 Level 2 Level 3 Total Derivative Liabilities $ - $ - $ 3,714,980 $ 3,714,980

STOCKHOLDERS_ DEFICIT (Tables)

STOCKHOLDERS’ DEFICIT (Tables)	12 Months Ended
	Dec. 31, 2018
Stockholders Deficit
Summarizes the warrant activity	Warrants Outstanding Weighted Average Number of Exercise Shares Price Balance, December 31, 2015 2,307 $ 259 Granted 7,000,000 $ 700 Exercised - - Expired/Cancelled (2,307 ) (259 ) Balance, December 31, 2016 7,000,000 $ 700 Granted - - Exercised - - Expired/Cancelled (7,000,000 ) (700 ) Balance, December 31, 2017 - $ - Exercisable at December 31, 2018 - $ -

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2018
Disclosure Income Taxes Tables Abstract
Income tax benefit	Years Ended December 31, 2018 2017 Tax benefit at the federal statutory rate $ 8,783,341 8,326,924 Non deductible costs (8,326,924 ) (7,967,019 ) Increase in valuation allowance (456,417 ) (359,905 ) Income tax expense $ - $ -
Deferred tax asset and deferred tax liability	December 31, 2018 2017 Deferred tax assets $ 1,585,300 1,318,790 Valuation allowance (1,585,300 ) (1,318,790 ) $ - -

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details Narratvie) - WOD [Member]	12 Months Ended
	Dec. 31, 2018USD ($)shares
Ownership percentage	20.00%
Amount of initial funding to execute on license granted	$ 500,000
Description of ownership percentage	the Company currently owns a minority interest stake of 20% as of August 26, 2016, with 100% ownership interest anticipated to be completed in 2017
Ownership percentage owned by WODH	80.00%
Capital contributions	$ 4,000,000
Shares exchanged under business aquisition | shares	800
Description of joint venture under business acquisition	Under the terms of the Joint Venture, the initial ownership interest of WOD was 20% owned by the Company, with the remaining 80% owned WODH, with the option of Company to provide additional capital contributions to WOD in increments of not less than $10,000 up to a total of $8 million dollars in the aggregate, which included an equity exchange of up to a total of 800 units (80%) of WOD owned initially by WODH to the Company for a total of approximately 199,000 shares of Series B Preferred Stock and approximately 19,801,000 shares of Common Stock of the Company (the "Shares") to be issued to WODH upon the completion of a final closing on or before December 31, 2018, under the terms set forth in Amendment No. 2.
Reverse stock split	1:1000
Description of capital contributions under business acquisition	Until a minimum of at least $4 million in additional capital contributions have been made by the Company to WOD, resulting in a controlling ownership interest of not less than 60% of WOD by the Company, all the Shares of Company stock earmarked for the equity exchange with WODH are being held in a Voting Trust (as defined elsewhere in this filing), along with other key shareholder positions, in order to recapitalize the Company post a an expected 1:1000 reverse split (which was previously approved), pending effectiveness after the Company is current in its public company filings.
Joint Venture Agreement [Member] | December 31, 2018 [Member]
Series B Preferred Stock exchange | shares	199,000
New shares | shares	19,801,000
Minimum [Member]
Capital contributions	$ 10,000
Maximum [Member]
Capital contributions	$ 8,000,000

BASIS OF PRESENTATION (Details

BASIS OF PRESENTATION (Details Narrative) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Basis Of Presentation And Going Concern Details Narrative Abstract
Accumulated deficit	$ (29,879,608)	$ (53,676,594)

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
FDIC insured cash amount	$ 250,000
Cash			$ 540
WOD [Member]
Equity lost percentage	20.00%

DEPOSIT FOR PURCHASE OF LICEN_2

DEPOSIT FOR PURCHASE OF LICENSE (JOINT VENTURE PAYMENT) (Details Narrative)	Apr. 06, 2016USD ($)	Apr. 06, 2015USD ($)Machine	May 20, 2016USD ($)Machine	Apr. 04, 2015USD ($)
Escrow deposit				$ 100,000
Deposit				$ 100,000
Promissory Note [Member]
Total purchase price		$ 10,000,000
Roatan [Member]
Number of gaming licenses | Machine		160
Trujillo [Member]
Number of gaming licenses | Machine		80
La Lima [Member]
Number of gaming licenses | Machine		80
First Amendment [Member]
Non-refundable deposit		$ 100,000
Third Amendment [Member]
Total purchase price			$ 10,000,000
Deposit			100,000
Firts payment of note			$ 100,000
Third Amendment [Member] | Roatan [Member]
Number of gaming licenses | Machine			160
Third Amendment [Member] | Trujillo [Member]
Number of gaming licenses | Machine			80
Third Amendment [Member] | La Lima [Member]
Number of gaming licenses | Machine			80
EMBM [Member]
Impaired assets	$ 4,900,000
Impaired loss	5,000,000
Deposit	$ 100,000
Percentage of revenue	25.00%
Reduced purchased price	$ 9,900,000
Firts payment of note	900,000
Non-refundable deposit	$ 100,000
EMBM [Member] | First Amendment [Member]
Percentage of revenue	25.00%
Reduced purchased price	$ 9,900,000
Firts payment of note	$ 900,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	May 18, 2016	Dec. 31, 2018	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2017	May 20, 2016
Convertible notes payable		$ 5,172,895
Sixth Amendment [Member]
Principal amount	$ 175,000
Conversion price	equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, subject to aggregate conversion limitations of 4.99% and other terms and conditions set forth therein.
Myers - LOC [Member]
Accrued interest		$ 90,047			$ 75,097
Interest rate		12.00%			12.00%
Principal amount			$ 149,500	$ 136,960
Maturity Date			May 18, 2017
January 13, 2014 [Member] | Baker Myers [Member]
Convertible notes payable		$ 300,000
Accrued interest		$ 146,333
Interest rate		8.00%
Maturity Date		Jan. 13, 2017
Interest rate increase		10.00%
Conversion rate		5.00%
Total shares of common stock, percentage		4.99%
Fee for failure to deliver common stock, per day		$ 2,000
Convertible Note payable		$ 587,564
January 1, 2016 [Member] | Sixth Amendment [Member]
Interest rate	10.00%
Separate payments	$ 25,000
September 1, 2013 [Member] | Sixth Amendment [Member]
Working capital	50,000
Original amount	$ 50,000
Subsidiary Issuer [Member] | Autoglance LLC [Member]
Membership interest						51.00%
Subsidiary Issuer [Member] | Elite Data Marketing LLC [Member]
Membership interest						100.00%

PROMISSORY NOTE (Details)

PROMISSORY NOTE (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current portion convertible notes	$ 5,122,895	$ 5,521,806
Convertible notes payable, Total	5,172,895
Principal Amount [Member]
Current portion convertible notes	5,172,895
Convertible notes payable, Total	5,172,895
Unamortized Discount [Member]
Current portion convertible notes
Convertible notes payable, Total

PROMISSORY NOTE (Details Narrat

PROMISSORY NOTE (Details Narrative) - USD ($)

Jan. 10, 2017

Jul. 14, 2015

Jun. 11, 2015

May 24, 2016

May 18, 2016

Jun. 16, 2015

Sep. 30, 2017

Dec. 31, 2018

Dec. 31, 2017

Jan. 31, 2017

Dec. 22, 2016

Aug. 26, 2016

Dec. 31, 2015

Aug. 16, 2013

Outstanding balance

$ 5,172,895

Common stock, Issued

132,219

205,450,287

Termination Agreement to Definitive Agreement [Member]

Accrued interest

$ 4,579

Principal amount

17,500

Termination Agreement, Description

<font style="font: 10pt Times New Roman, Times, Serif">that certain Definitive Agreement, dated May 20, 2016, incorporated by reference in Form 8K filed with the SEC on May 24, 2016, pursuant to which the Company agreed to acquire one hundred percent (100%)of the ownership interest in POM, in the form of three (3) separate closings with the first closing originally anticipated on or before May 27, 2016, subject to certain performance requirements of both parties prior to each closing.</font></p>" id="sjs-E7">&lt;p style="margin: 0pt; text-align: justify">&lt;font style="font: 10pt Times New Roman, Times, Serif">that certain Definitive Agreement, dated May 20, 2016, incorporated by reference in Form 8K filed with the SEC on May 24, 2016, pursuant to which the Company agreed to acquire one hundred percent (100%)of the ownership interest in POM, in the form of three (3) separate closings with the first closing originally anticipated on or before May 27, 2016, subject to certain performance requirements of both parties prior to each closing.&lt;/font>&lt;/p>

Membership interest

100.00%

Convertible notes payable

$ 17,500

Series B Preferred Stock [Member]

Return shares in settlement shares

1,000,000

Convertible Redeemable Note [Member] | Settlement Letter [Member]

Promissory Note Balance

$ 20,000

Promissory note due date

Jul. 31, 2016

Debt conversion converted rate

10.00%

Accrued interest

8,945

Principal amount

$ 27,500

27,500

Common stock conversion price

$ 0.01

Lowest trading price

58.00%

Continued services

$ 7,500

Consecutive trading days

10 days

Tarpon Bay Partners [Member] | Line of Credit [Member] | Promissory Note [Member]

Promissory Note Balance

$ 50,000

Promissory note due date

Jan. 31, 2016

Debt conversion converted rate

10.00%

Transaction costs

$ 50,000

Accrued interest

17,110

Stephen Antol [Member] | Separation and Settlement Agreement [Member]

Debt conversion converted rate

58.00%

Principal amount

$ 40,000

Common stock conversion price

$ 0.01

Interest rate

10.00%

Consecutive trading days

10 days

Stephen Antol [Member] | Separation and Settlement Agreement [Member] | Series B Preferred Stock [Member]

Promissory Note Balance

40,000

Accrued interest

$ 7,900

Return shares in settlement shares

500,000

Return shares in settlement value

$ 2,500,000

Dr. James G. Ricketts [Member] | Separation and Settlement Agreement [Member]

Promissory Note Balance

40,000

Debt conversion converted rate

58.00%

Accrued interest

$ 3,900

Principal amount

$ 40,000

Common stock conversion price

$ 0.01

Interest rate

10.00%

Consecutive trading days

10 days

Dr. James G. Ricketts [Member] | Separation and Settlement Agreement [Member] | Series B Preferred Stock [Member]

Return shares in settlement shares

500,000

Return shares in settlement value

$ 2,500,000

First Amendment to the Settlement Agreement [Member]

Convertible debenture

$ 300,000

Birch First Capital Fund LLC [Member]

Line of Credit Agreement

$ 151,000

EMA Financial, LLC [Member]

Promissory Note Balance

$ 21,423

Promissory note due date

Jul. 14, 2016

Debt conversion converted rate

24.00%

Accrued interest

59,547

Common stock, Issued

100,000

Principal amount

$ 156,500

135,077

Legal fees

$ 21,500

Terms of conversion feature, Discription

<font style="font: 10pt Times New Roman, Times, Serif">The Note is convertible by EMA into shares of our common stock at any time on the date which is six (6) months following the Issue Date (“Prepayment Termination Date”). At any time before the Prepayment Termination Date, the Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to EMA of this Note, to prepay the outstanding balance on this Note (principal and accrued interest), in full. The conversion price is the lower of: i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the closing date, and (ii) 60% of the lowest sale price for the Common Stock on the Principal Market during the 20 consecutive Trading Days immediately preceding the Conversion Date.</font></p>" id="sjs-C62">&lt;p style="margin: 0pt; text-align: justify">&lt;font style="font: 10pt Times New Roman, Times, Serif">The Note is convertible by EMA into shares of our common stock at any time on the date which is six (6) months following the Issue Date (&#147;Prepayment Termination Date&#148;). At any time before the Prepayment Termination Date, the Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to EMA of this Note, to prepay the outstanding balance on this Note (principal and accrued interest), in full. The conversion price is the lower of: i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the closing date, and (ii) 60% of the lowest sale price for the Common Stock on the Principal Market during the 20 consecutive Trading Days immediately preceding the Conversion Date.&lt;/font>&lt;/p>

Interest rate

12.00%

Convertable note purchase price

$ 156,500

Net proceeds for cash

$ 135,000

Ownership exceeding to common stock percentage

4.90%

Adar Bays, LLC [Member]

Accrued interest

4,673

$ 1,709

Outstanding balance

14,787

Principal amount

37,713

47,500

Loan discount balance

46,637

Rimlinger Note [Member] | Chief Executive Officer [Member]

Promissory Note Balance

40,000

Debt conversion converted rate

58.00%

Accrued interest

$ 7,900

Principal amount

$ 40,000

Common stock conversion price

$ 0.01

Interest rate

10.00%

Consecutive trading days

10 days

6% Convertible Note [Member] | Adar Bays, LLC [Member]

Promissory note due date

Jun. 16, 2016

Debt conversion converted rate

58.00%

Common stock, Issued

538,793

Principal amount

$ 52,500

$ 5,000

Legal fees

$ 45,000

Interest rate

6.00%

Derivative liability

$ 73,459

Debt discount

48,412

Derivative expense

$ 25,047

JSM Law Group [Member] | HYHI Note [Member]

Promissory note due date

Apr. 1, 2018

Accrued interest

$ 165,420

Outstanding balance

500,000

Principal amount

$ 500,000

Terms of conversion feature, Discription

<font style="font: 10pt Times New Roman, Times, Serif">conversion rights at 50% of the five day average closing price prior to conversion.</font></p>" id="sjs-I95">&lt;p style="margin: 0; text-align: justify">&lt;font style="font: 10pt Times New Roman, Times, Serif">conversion rights at 50% of the five day average closing price prior to conversion.&lt;/font>&lt;/p>

Interest rate

10.00%

WOD Markets LLC [Member]

Promissory Note Balance

$ 40,000

$ 40,000

Accrued interest

9,395

LG Capital Funding, LLC [Member] | 6% Convertible Note [Member]

Promissory note due date

Jun. 16, 2016

Debt conversion converted rate

58.00%

Accrued interest

$ 9,053

Outstanding balance

42,239

Principal amount

$ 52,500

Debt conversion converted amount, principal

10,261

Debt conversion converted amount, accrued interest

$ 281

Interest rate

6.00%

Derivative liability

$ 73,459

Debt discount

48,412

Derivative expense

25,047

Net proceeds for cash

$ 45,000

JSJ Investments Inc [Member] | 12% Convertible Note [Member]

Promissory note due date

Dec. 11, 2015

Accrued interest

$ 6,625

35,519

Outstanding balance

85,583

78,097

Principal amount

$ 100,000

Description of event of default

<font style="font: 10pt Times New Roman, Times, Serif">This could be considered an event of default where by JSJ could enforce the Company to redeem all or any portion of the Note so demanded (including all accrued and unpaid interest), in cash, at a price equal to 150% of the outstanding balance, plus accrued Interest and Default Interest and any other amounts then due under this Note.</font></p>" id="sjs-D118">&lt;p style="margin: 0; text-align: justify">&lt;font style="font: 10pt Times New Roman, Times, Serif">This could be considered an event of default where by JSJ could enforce the Company to redeem all or any portion of the Note so demanded (including all accrued and unpaid interest), in cash, at a price equal to 150% of the outstanding balance, plus accrued Interest and Default Interest and any other amounts then due under this Note.&lt;/font>&lt;/p>

Lowest trading price

45.00%

Convertible notes payable

$ 14,417

Interest rate

12.00%

Derivative liability

$ 91,388

Net proceeds for cash

$ 88,000

Consecutive trading days

10 days

Birch First Capital Fund LLC [Member] | First Amendment to the Settlement Agreement [Member]

Promissory Note Balance

400,000

Accrued interest

501,377

$ 135,333

Principal amount

$ 1,498,195

Common stock conversion price

$ 0.01

Lowest trading price

58.00%

Interest rate

10.00%

Original amount

$ 300,000

Convertible debenture

$ 400,000

Consecutive trading days

10 days

Birch First Capital Fund LLC [Member] | First Amendment to the Settlement Agreement [Member] | Series B Preferred Stock [Member]

Debt conversion converted rate

4.99%

Common stock conversion price

$ 0.01

Lowest trading price

58.00%

Interest rate

10.00%

Original amount

$ 300,000

Convertible debenture

$ 10,000

Common stock purchase warrant

4,000,000

Purchase price

$ 0.001

Execution of the settlement agreement

period of twenty-four (24) months

Birch First Capital Fund LLC [Member] | First Amendment to the Settlement Agreement [Member] | Warrant [Member]

Common stock purchase warrant

1,000,000

Purchase price

$ 0.001

Amended and Restated [Member] | Birch First Capital Fund LLC [Member]

Accrued interest

2,663

Outstanding balance

225,000

Debt discount

$ 175,445

DERIVATIVE INSTRUMENT LIABILI_3

DERIVATIVE INSTRUMENT LIABILITIES (Details)	12 Months Ended
	Dec. 31, 2018USD ($)
Derivative liability as of December 31, 2018
Notes	$ 3,714,980
Derivative liability as of December 31, 2017
Notes	28,070,530
Gain for year ended December 31, 2018
Notes	24,355,550
Amount allocated to note discounts at inception
Gain for year ended December 31, 2018	$ 24,355,550

DERIVATIVE INSTRUMENT LIABILI_4

DERIVATIVE INSTRUMENT LIABILITIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Issued January 1, 2013
Derivative liabilities	$ 3,714,980
Risk free interest rate	2.44%
Remaining contractual life	4 days
Expected stock price volatility	136.00%
Dividend yield	0.00%
Loss on derivative instruments	$ (24,302,168)	$ 20,970,383

FAIR VALUE MEASUREMENT (Details

FAIR VALUE MEASUREMENT (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Derivative liabilities	$ 3,714,980	$ 28,070,530
Level 1
Derivative liabilities
Level 2
Derivative liabilities
Level 3
Derivative liabilities	$ 3,714,980	$ 28,070,530

FAIR VALUE MEASUREMENT (Detai_2

FAIR VALUE MEASUREMENT (Details Narrative) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Disclosure Fair Value Measurement Details Narrative Abstract
Derivative liabilities	$ 3,714,980	$ 28,070,530

EQUITY INCENTIVE PLAN (Details

EQUITY INCENTIVE PLAN (Details Narrative) - Equity Incentive Plan [Member]	Oct. 15, 2015shares
Exercise price of stock awards description	shall not be less than 85% of the fair market value of the stock subject to the Option on the date of grant, and not less than 65% of the fair market value of the stock subject to the Stock Award on the date of grant.
Ten Percent Stockholder [Member]
Exercise price of stock awards description	shall in no event be less than 110% of the fair market value of the stock covered by the Stock Award or Option at the time the Stock Award or Option is granted.
Maximum [Member]
Common stock, shares subscribed but unissued	25,000,000

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details) - Warrant [Member] - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Number of Shares
Number of warrants shares, Beginning	7,000,000	2,307
Granted		7,000,000
Exercised
Expired/Cancelled	(7,000,000)	(2,307)
Number of warrants shares, Ending		7,000,000
Exercisable warrants
Weighted Average Exercise Price
Weighted Average Exercise Price warrants, Beginning	700	259
Weighted Average Exercise Price warrants, Granted		700
Weighted Average Exercise Price warrants, Exercised
Weighted Average Exercise Price warrants, Expired/Cancelled	(700)	(259)
Weighted Average Exercise Price warrants, Ending		700
Weighted Average Exercise Price warrants, Exercisable

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative)	Aug. 04, 2017shares	Sep. 30, 2018	May 17, 2016$ / sharesshares	Mar. 31, 2017USD ($)	Dec. 31, 2018USD ($)$ / sharesshares	Dec. 31, 2017USD ($)$ / sharesshares	Jan. 31, 2017shares	Aug. 31, 2016shares	May 24, 2016USD ($)Machine	May 18, 2016shares
Preferred stock, par value | $ / shares					$ 0.0001	$ 0.0001
Preferred stock, authorized					500,000,000	500,000,000
Preferred stock, issued					1,100,000	2,100,000
Preferred stock, outstanding					1,100,000	2,100,000
Common stock, par value | $ / shares					$ 0.0001	$ 0.0001
Warrants issued					7,000,000	7,000,000
Warrants outstanding					7,000,000	7,000,000
Common stock, Authorized					10,000,000,000	500,000,000
Common stock share issued					132,219	205,450,287
Issuance of common stock for conversion of debt, amount | $				$ 6,328	$ 6,328	$ 13,756
Penalties | $				$ 931
WOD Amended Acquisition Agreement [Member]
Preferred stock, issued								100,000
Termination Agreement [Member] | Tarpon Bay Partners LLC [Member]
Convertible redeemable note, principal amount | $									$ 50,000
Number of installment of payment | Machine									4
Ricketts [Member]
Preferred stock, issued										1,000,000
Antol [Member]
Preferred stock, issued										1,000,000
Series B Preferred Stock [Member]
Preferred stock, par value | $ / shares					$ 0.0001	$ 0.0001
Preferred stock, shares increased	250,000,000
Preferred stock, issued					1,100,000	2,100,000				2,000,000
Preferred stock designated shares					250,000,000	250,000,000
Preferred stock, outstanding					1,100,000	2,100,000
Return shares for settlement							1,000,000
Series B Preferred Stock [Member] | Ricketts [Member]
Return shares for settlement							500,000
Series B Preferred Stock [Member] | Antol [Member]
Return shares for settlement							500,000
Minimum [Member] | October 15, 2015 [Member]
Preferred stock, par value | $ / shares					$ 0.0001
Preferred stock, shares increased					10,000,000
Common stock, par value | $ / shares					$ 0.0001
Common stock share issued					60,000,000
Common stock, shares increased					50,000,000
Maximum [Member] | October 15, 2015 [Member]
Preferred stock, par value | $ / shares					$ 0.0001
Preferred stock, shares increased					250,000,000
Common stock, par value | $ / shares					$ 0.0001
Common stock share issued					750,000,000
Common stock, shares increased					500,000,000
Common Stock
Reverse stock split		1:3,000			1:1,000
Common Stock
Common stock, par value | $ / shares					$ 0.0001
Common stock, Authorized					500,000,000
Common stock share issued					63,503
Issuance of common stock for conversion of debt, amount | $					$ 19,006	$ 6,894
Common Stock | Board of Directors [Member]
Reverse stock split	1:10,000
Preferred Stock
Preferred stock, par value | $ / shares					$ 0.0001
Preferred stock, authorized					250,000,000
Issuance of common stock for conversion of debt, amount | $
Series B Preferred Stock [Member]
Preferred stock, par value | $ / shares			$ 0.0001
Preferred stock designated shares			100,000,000
Convertible preferred stock, term of conversion, description			<font style="font: 10pt Times New Roman, Times, Serif">This Series B also votes as a class. The Series B shares are convertible up to 25% of the originally issued shares per quarter ending on each calendar quarter. If common shares are issued below $1.00 per share while any Series B stock is outstanding , the Company is required to issue additional shares of Series B shares so as the issuance of common shares is non-dilutive to the Series B shareholder. The outstanding shares of Preferred Series B will be multiplied by a fraction whose numerator is the number of common shares issued at less then $1.00 and the denominator of which is the number of common shares outstanding immediately before the issuance of the dilutive shares.</font></p>" id="sjs-D61">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&lt;font style="font: 10pt Times New Roman, Times, Serif">This Series B also votes as a class. The Series B shares are convertible up to 25% of the originally issued shares per quarter ending on each calendar quarter. If common shares are issued below $1.00 per share while any Series B stock is outstanding , the Company is required to issue additional shares of Series B shares so as the issuance of common shares is non-dilutive to the Series B shareholder. The outstanding shares of Preferred Series B will be multiplied by a fraction whose numerator is the number of common shares issued at less then $1.00 and the denominator of which is the number of common shares outstanding immediately before the issuance of the dilutive shares.&lt;/font>&lt;/p>
Reverse stock split			1:1,000

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure Income Taxes Details Abstract
Tax benefit at the federal statutory rate	$ 8,783,341	$ 8,326,924
Non deductible costs	(8,326,924)	(7,967,019)
Increase in valuation allowance	(456,417)	(7,967,019)
Income tax expense

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Disclosure Income Taxes Details 1Abstract
Deferred tax assets	$ 1,585,300	$ 1,318,790
Valuation allowance	(1,585,300)	(1,318,790)
Net deferred tax asset after valuation allowance

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Operating loss carry forwards	$ 10,784,971
Federal statutory income tax rate	35.00%	35.00%
United States [Membe]
Operating loss carry forwards	$ 10,156,953
Expiry date	varying amounts between December 31, 2023 and December 31, 2038.