ExeLED (ELED) 10-Q 17 Jan 19 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Jan. 17, 2019
Document And Entity Information
Entity Registrant Name	ExeLED Holdings Inc.
Entity Central Index Key	774,937
Document Type	10-Q
Document Period End Date	Sep. 30, 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		249,447,433
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018
Entity Small Business	true
Entity Emerging Growth	true
Entity Ex-transition	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 675	$ 0
Accounts receivable, net	1,967	0
Inventory	0	69,498
Prepaid expenses and other	73,725	54,163
Total current assets	76,367	123,661
Noncurrent assets:
Deposits and other	35,167	14,627
Total assets	111,534	138,288
Current liabilities:
Cash overdraft	0	11,118
Accounts payable	3,147,973	2,893,614
Accrued liabilities	4,571,284	2,628,335
Debt, current portion, net of discount and debt issuance costs	13,902,742	11,249,083
Total current liabilities	21,621,999	16,782,150
Debt, long-term portion	572,558	676,058
Total liabilities	22,194,557	17,458,208
Commitments and contingencies (Note 4)
Equity:
Preferred stock, $.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at September 30, 2018 or December 31, 2017	0	0
Common stock, $0.0001 par value; 250,000,000 shares authorized; 249,447,433 shares issued and outstanding at September 30, 2018 and December 31, 2017	24,743	24,743
Additional paid-in capital	2,635,896	2,635,896
Accumulated deficit	(24,743,662)	(19,980,559)
Total deficit	(22,083,023)	(17,319,920)
Total liabilities and equity	$ 111,534	$ 138,288

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	249,447,433	249,447,433
Common stock, shares outstanding	249,447,433	249,447,433

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Sales revenue	$ 1,706	$ 5,167	$ 25,107	$ 49,721
Cost of goods sold	64,013	3,036	74,222	23,430
Gross profit (loss)	(62,307)	2,131	(49,115)	26,291
Operating expenses:
Research and development	48,214	60,535	214,598	204,292
Sales and marketing	230	79	4,014	2,341
General and administrative	334,754	201,201	692,978	580,690
Total operating expenses	383,198	261,815	911,590	787,323
Loss from operations	(445,505)	(259,684)	(960,705)	(761,032)
Other income (expense):
Interest expense	(1,192,194)	(648,131)	(2,950,490)	(1,776,470)
Other expense	(79,466)	(101,486)	(851,908)	(156,698)
Other income (expense), net	(1,271,660)	(749,617)	(3,802,398)	(1,933,168)
Provision for taxes on income	0	0	0	0
Net loss	$ (1,717,165)	$ (1,009,301)	$ (4,763,103)	$ (2,694,200)
Net loss per common share - Basic and diluted	$ (0.01)	$ 0	$ (0.02)	$ (0.01)
Weighted average common shares outstanding - Basic and diluted	249,447,433	249,447,433	249,447,433	249,447,433

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Operating Activities:
Net loss	$ (4,763,103)	$ (2,694,200)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt issuance costs and debt discount	826,380	502,481
Write-down of inventory	64,635	0
Changes in operating assets and liabilities:
Accounts receivable	(1,967)	(2,394)
Inventory	4,863	5,335
Due from related parties	0	(21,270)
Prepaid expenses and other	(19,562)	(11,269)
Other assets	(20,540)	250
Accounts payable	254,359	188,518
Accrued liabilities	1,103,877	625,564
Net cash used in operating activities	(2,551,058)	(1,406,985)
Investing Activities
Net cash from investing activities	0	0
Financing Activities:
Proceeds from debt	3,778,825	1,891,283
Payments of debt	(1,215,974)	(488,704)
Net cash provided by financing activities	2,562,851	1,402,579
Net change in cash (overdraft)	11,793	(4,406)
Cash (overdraft), beginning of period	(11,118)	5,454
Cash, end of period	675	1,048
Cash paid for:
Interest	1,287,848	679,222
Income taxes	0	0
Non-cash transactions:
Debt issuance costs	872,411	687,000
Debt reclassified as accrued liabilities	$ 839,072	$ 0

1. Description of Business and

1. Description of Business and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Description of Business and Summary of Significant Accounting Policies	Note 1 — Description of Business and Summary of Significant Accounting Policies ExeLED Holdings, Inc. was incorporated in the State of Delaware on October 20, 1986 under the name “Verilink Corporation.” We have also been known as Energie Holdings, Inc. and Alas Aviation Corp. On December 31, 2013, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with OELC, LLC, a Delaware limited liability company, and its wholly-owned subsidiary, Énergie LLC (hereinafter referred to as, “Énergie”). The Share Exchange Agreement was not effective until July 2, 2014. We issued 33,000,000 shares of our common stock, representing approximately 65% of our then issued and outstanding voting securities, in exchange for all of the issued and outstanding member interests of Énergie. The accounting is identical to that resulting from a reverse acquisition, except that no goodwill or other intangible is recorded. Thereafter, on January 27, 2014, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with two of our then wholly owned subsidiaries, Energie Holdings, Inc. and Alas Acquisition Company. The net effect of the Merger Agreement was to effectuate a name change from Alas Aviation Corp., to Energie Holdings, Inc. in order to provide a better understanding to investors of our entry into the LED lighting industry. Our management also changed. All references herein to “us,” “we,” “our,” “Holdings,” or the “Company” refer to ExeLED Holdings, Inc. and its subsidiaries, and their respective business following the consummation of the Merger and Share Exchange Agreements, unless the context otherwise requires. Description of Business We are focused on acquiring and growing specialized LED lighting companies for the architecture and interior design markets for both commercial and residential applications. Our lighting products include both conventional fixtures and advanced solid-state technology that can integrate with digital controls and day-lighting to create energy efficiencies and a better visual environment. Our objective is to grow, innovate, and fully capture the rapidly growing lighting market opportunities associated with solid state lighting. Our headquarters is located in Arvada, Colorado, and we also maintain a production and assembly facility in Zeeland, Michigan. Basis of Presentation The accompanying unaudited condensed consolidated balance sheet as of September 30, 2018, has been derived from our audited financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. All intercompany transactions have been eliminated in consolidation. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017. Significant Accounting Policy Updates Revenue Recognition During the first quarter of 2018, we adopted the following accounting principles related to revenue recognition: (a) FASB ASU 2016-12 “ Revenue from Contracts with Customers (Topic 606) Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815) Revenue from Contracts with Customers (Topic 606) Our revenues arise from contracts with customers and consists of operations segment product sales. The majority of our revenue is derived from distinct performance obligations, such as the delivery of a specific product. We may also enter into contracts with customers that identify a single, or few, distinct performance obligations, but that also have non-distinct, underlying performance obligations. These contracts are typically fulfilled within one to three months. Only an insignificant portion of our revenue would be assessed for allocation between distinct (contractual) performance obligations and non-distinct deliverables between reporting periods and, accordingly, we do not record a contract asset for completed, non-distinct performance obligations prior to invoicing the customer. We recognize revenue when the following criteria are met: Identify the contracts with the customer – Identify the performance obligations in the contract – Determine the transaction price – Allocate the transaction price to the performance obligations – Recognize revenue when (or as) the performance obligation is satisfied – Customer deposits are contract liabilities with customers that represent our obligation to either transfer goods or services in the future, or refund the amount received. Customer deposits are recognized as revenue as we perform under the contract. Going Concern As shown in the accompanying condensed consolidated financial statements, we had an equity deficit of $22,083,023 and a working capital deficit of $21,545,632 as of September 30, 2018, and have reported net losses of $4,763,103 and $2,694,200 for the nine months ended September 30, 2018 and 2017, respectively. These factors raise substantial doubt regarding our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to further implement our business plan, attract additional capital and, ultimately, upon our ability to develop future profitable operations. We intend to fund our business development, acquisition endeavors and operations through equity and debt financing arrangements. However, there can be no assurance that these arrangements will be sufficient to fund our ongoing capital expenditures, working capital, and other cash requirements. The outcome of these matters cannot be predicted at this time. These matters raise substantial doubt about our ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Additionally, current economic conditions in the United States and globally create significant challenges attaining sufficient funding. Some of our debt agreements are due on demand. If demand for payment is made by one or multiple vendors, we would experience a liquidity issue as we do not currently have the funds available to pay off these debts. While we have entered into extensions with several of our lenders, there can be no assurances that any of the lenders will be cooperative or that if they are willing to provide extensions or forbearances, that the terms under which they may be willing to provide them will be favorable to us. Prepaid Expenses and Other We have created a joint venture with Kasper Consulting called Kas-Exe Parking Solutions LLC (“Kas-Exe”). The purpose of the joint venture is to capitalize on attractive business opportunities that present themselves. As of September 30, 2018, we have paid Kasper Consulting $43,148 in order to help launch Kas-Exe. At this point, the joint venture no longer seen as viable and we are in the process of being refunded the amounts paid to Kasper Consulting. The amount is included as prepaid expenses and other in the accompanying unaudited condensed consolidated financial statements. Inventory During the third quarter of 2018, we wrote down the full value of all inventory. We wrote down the full value of the inventory as we determined the inventory on hand to be either obsolete or slow-moving. We included the effect of the write-down on the condensed consolidated statements of operations in cost of goods sold. Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. Recently Issued Accounting Pronouncements The Financial Accounting Standards Board and other entities have issued other new or modifications to, or interpretations of, existing accounting guidance during 2018. Management has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.

2. Accounts receivable, net

2. Accounts receivable, net	9 Months Ended
	Sep. 30, 2018
Receivables [Abstract]
Accounts receivable, net	Note 2 — Accounts receivable, net The following is a summary of accounts receivable: September 30, December 31, 2017 Customer receivables $ 37,788 $ 35,821 Less: Allowance for uncollectible accounts (35,821 ) (35,821 ) $ 1,967 $ –

3. Debt, net

3. Debt, net	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Debt, net	Note 3 — Debt, net Debt is comprised of the following: Description Note September 30, 2018 December 31, 2017 Line of credit A $ 6,531 $ 31,588 Note payable to distribution partner B 550,000 550,000 Investor debt C 371,507 371,507 Related party debt D 12,659,270 10,038,037 Other notes payable E 642,444 1,021,937 Cash draw notes F 717,590 338,083 Convertible promissory notes G 58,937 58,937 Total 15,006,279 12,410,089 Less: unamortized discount and debt issuance costs (530,979 ) (484,948 ) Debt, net of unamortized discount and debt issuance costs 14,475,300 11,925,141 Less: current portion (13,902,742 ) (11,249,083 ) Debt, long-term portion $ 572,558 $ 676,058 A – Line of Credit B Note payable to distribution partner C Investor Debt – September 30, 2018 December 31, Interest Rate $ 87,787 $ 87,787 24% 50,000 50,000 24% 50,000 50,000 24% 25,000 25,000 8% 25,000 25,000 8% 20,000 20,000 2% 113,720 113,720 various $ 371,507 $ 371,507 D Related Parties Debt – September 30, 2018 December 31, Interest Rate D1 $ 4,635,865 $ 4,635,865 various D2 34,888 34,888 12% D3 366,550 362,550 various D4 1,205,234 1,205,234 18% D5 6,416,733 3,799,500 6% Total $ 12,659,270 $ 10,038,037 D1 D2 D3 D4 D5 E Other Notes Payable – F – Cash draw agreements G Convertible promissory notes – Our defense in this matter is based in part on a separate action filed by the Securities and Exchange Commission against unrelated defendants in the U.S. District Court for the Southern District of Florida alleging that the defendant there, which follows the same business model as LG, has violated federal securities laws by not registering as a dealer. We understand that LG also was not and is not registered as a dealer even though it too should be given it too trades securities for its own account as part of its business. The SEC asserts that all gains reaped by defendants in the attached complaint should be disgorged due to the ill-gotten gains received. LG has, admittedly, likewise received substantial profits trading our stock for its own account. As a result, we have filed an amended answer, alleging that LG is entitled to no recovery, and that it should disgorge to us all gains unlawfully received from selling our shares of common stock. Debt issuance costs of $530,979 are being amortized over the life of the respective notes.

4. Commitments and Contingencie

4. Commitments and Contingencies	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 4 — Commitments and Contingencies To the best of the Company’s knowledge and belief, no current legal proceedings of merit are currently pending or threatened against the Company, other than those described in the paragraph below as well as in Notes 3 (E), 3 (F), and 3 (G). During November 2017, Autumnwood Investments, LLC requested a summary judgment for a note that was in default as principal and interest payments were not made in accordance with the note. The note had consolidated past due rent amounts and interest due to Autumwood. In January 2018, a summary judgment in the amount of $475,832, which represents the total principal and interest outstanding on the note as of October 31, 2017, was granted to Autumnwood by the court. The principal balance of the note has been reclassified from debt to accrued liabilities. The interest that had accrued on the note was already included in accrued liabilities.

5. Net Loss Per Share

5. Net Loss Per Share	9 Months Ended
	Sep. 30, 2018
Earnings Per Share [Abstract]
Net Loss Per Share	Note 5 — Net Loss Per Share Basic net loss per share is computed by dividing net income by the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similarly to basic net loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised. In a net loss position, however, potential securities are excluded, because they are considered anti-dilutive. There are no dilutive instruments outstanding during the nine months ended September 30, 2018 and 2017.

6. Subsequent Events

6. Subsequent Events	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	Note 6 — Subsequent Events There are no events subsequent to September 30, 2018 and up to the date of this filing that require disclosure.

1. Description of Business an_2

1. Description of Business and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Descripton of Business	Description of Business We are focused on acquiring and growing specialized LED lighting companies for the architecture and interior design markets for both commercial and residential applications. Our lighting products include both conventional fixtures and advanced solid-state technology that can integrate with digital controls and day-lighting to create energy efficiencies and a better visual environment. Our objective is to grow, innovate, and fully capture the rapidly growing lighting market opportunities associated with solid state lighting. Our headquarters is located in Arvada, Colorado, and we also maintain a production and assembly facility in Zeeland, Michigan.
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated balance sheet as of September 30, 2018, has been derived from our audited financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. All intercompany transactions have been eliminated in consolidation. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.
Revenue Recognition	Significant Accounting Policy Updates Revenue Recognition During the first quarter of 2018, we adopted the following accounting principles related to revenue recognition: (a) FASB ASU 2016-12 “ Revenue from Contracts with Customers (Topic 606) Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815) Revenue from Contracts with Customers (Topic 606) Our revenues arise from contracts with customers and consists of operations segment product sales. The majority of our revenue is derived from distinct performance obligations, such as the delivery of a specific product. We may also enter into contracts with customers that identify a single, or few, distinct performance obligations, but that also have non-distinct, underlying performance obligations. These contracts are typically fulfilled within one to three months. Only an insignificant portion of our revenue would be assessed for allocation between distinct (contractual) performance obligations and non-distinct deliverables between reporting periods and, accordingly, we do not record a contract asset for completed, non-distinct performance obligations prior to invoicing the customer. We recognize revenue when the following criteria are met: Identify the contracts with the customer – Identify the performance obligations in the contract – Determine the transaction price – Allocate the transaction price to the performance obligations – Recognize revenue when (or as) the performance obligation is satisfied – Customer deposits are contract liabilities with customers that represent our obligation to either transfer goods or services in the future, or refund the amount received. Customer deposits are recognized as revenue as we perform under the contract.
Going Concern	Going Concern As shown in the accompanying condensed consolidated financial statements, we had an equity deficit of $22,083,023 and a working capital deficit of $21,545,632 as of September 30, 2018, and have reported net losses of $4,763,103 and $2,694,200 for the nine months ended September 30, 2018 and 2017, respectively. These factors raise substantial doubt regarding our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to further implement our business plan, attract additional capital and, ultimately, upon our ability to develop future profitable operations. We intend to fund our business development, acquisition endeavors and operations through equity and debt financing arrangements. However, there can be no assurance that these arrangements will be sufficient to fund our ongoing capital expenditures, working capital, and other cash requirements. The outcome of these matters cannot be predicted at this time. These matters raise substantial doubt about our ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Additionally, current economic conditions in the United States and globally create significant challenges attaining sufficient funding. Some of our debt agreements are due on demand. If demand for payment is made by one or multiple vendors, we would experience a liquidity issue as we do not currently have the funds available to pay off these debts. While we have entered into extensions with several of our lenders, there can be no assurances that any of the lenders will be cooperative or that if they are willing to provide extensions or forbearances, that the terms under which they may be willing to provide them will be favorable to us.
Prepaid Expenses and Other	Prepaid Expenses and Other We have created a joint venture with Kasper Consulting called Kas-Exe Parking Solutions LLC (“Kas-Exe”). The purpose of the joint venture is to capitalize on attractive business opportunities that present themselves. As of September 30, 2018, we have paid Kasper Consulting $43,148 in order to help launch Kas-Exe. At this point, the joint venture no longer seen as viable and we are in the process of being refunded the amounts paid to Kasper Consulting. The amount is included as prepaid expenses and other in the accompanying unaudited condensed consolidated financial statements.
Inventory	Inventory During the third quarter of 2018, we wrote down the full value of all inventory. We wrote down the full value of the inventory as we determined the inventory on hand to be either obsolete or slow-moving. We included the effect of the write-down on the condensed consolidated statements of operations in cost of goods sold.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Financial Accounting Standards Board and other entities have issued other new or modifications to, or interpretations of, existing accounting guidance during 2018. Management has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.

2. Accounts receivable, net (Ta

2. Accounts receivable, net (Tables)	9 Months Ended
	Sep. 30, 2018
Receivables [Abstract]
Accounts Receivable	September 30, December 31, 2017 Customer receivables $ 37,788 $ 35,821 Less: Allowance for uncollectible accounts (35,821 ) (35,821 ) $ 1,967 $ –

3. Debt, net (Tables)

3. Debt, net (Tables)	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Schedule of debt	Description Note September 30, 2018 December 31, 2017 Line of credit A $ 6,531 $ 31,588 Note payable to distribution partner B 550,000 550,000 Investor debt C 371,507 371,507 Related party debt D 12,659,270 10,038,037 Other notes payable E 642,444 1,021,937 Cash draw notes F 717,590 338,083 Convertible promissory notes G 58,937 58,937 Total 15,006,279 12,410,089 Less: unamortized discount and debt issuance costs (530,979 ) (484,948 ) Debt, net of unamortized discount and debt issuance costs 14,475,300 11,925,141 Less: current portion (13,902,742 ) (11,249,083 ) Debt, long-term portion $ 572,558 $ 676,058
Schedule of investor debt	September 30, 2018 December 31, Interest Rate $ 87,787 $ 87,787 24% 50,000 50,000 24% 50,000 50,000 24% 25,000 25,000 8% 25,000 25,000 8% 20,000 20,000 2% 113,720 113,720 various $ 371,507 $ 371,507
Schedule of related party debt	September 30, 2018 December 31, Interest Rate D1 $ 4,635,865 $ 4,635,865 various D2 34,888 34,888 12% D3 366,550 362,550 various D4 1,205,234 1,205,234 18% D5 6,416,733 3,799,500 6% Total $ 12,659,270 $ 10,038,037 D1 D2 D3 D4 D5

1. Description of Business an_3

1. Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Equity deficit	$ (22,083,023)		$ (22,083,023)		$ (17,319,920)
Working Capital	(21,545,632)		(21,545,632)
Net Income Loss	(1,717,165)	$ (1,009,301)	(4,763,103)	$ (2,694,200)
Prepaid expenses	73,725		73,725		$ 54,163
Kas-Exe Parking Solutions [Member]
Prepaid expenses	$ 43,148		$ 43,148

2. Accounts receivable (Details

2. Accounts receivable (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Receivables [Abstract]
Customer receivables	$ 37,788	$ 35,821
Less: Allowance for uncollectible accounts	(35,821)	(35,821)
Accounts receivable, net	$ 1,967	$ 0

3. Debt, net (Details - Debt)

3. Debt, net (Details - Debt) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Debt Disclosure [Abstract]
Line of credit	$ 6,531	$ 31,588
Note payable to distribution partner	550,000	550,000
Investor debt	371,507	371,507
Related party debt	12,659,270	10,038,037
Other notes payable	642,444	1,021,937
Cash draw notes	717,590	338,083
Convertible promissory notes	58,937	58,937
Total	15,006,279	12,410,089
Less: unamortized discount	(530,979)	(484,948)
Debt, net of unamortized discount	14,475,300	11,925,141
Less: current portion, net of unamortized discount	(13,902,742)	(11,249,083)
Debt, long-term portion	$ 572,558	$ 676,058

3. Debt (Details - Investor Deb

3. Debt (Details - Investor Debt) - USD ($)	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Investor Debt	$ 371,507	$ 371,507
Investor Debt 1
Investor Debt	$ 87,787	$ 87,787
Investor Debt, Interest Rate	24.00%	24.00%
Investor Debt 2
Investor Debt	$ 50,000	$ 50,000
Investor Debt, Interest Rate	24.00%	24.00%
Investor Debt 3
Investor Debt	$ 50,000	$ 50,000
Investor Debt, Interest Rate	24.00%	24.00%
Investor Debt 4
Investor Debt	$ 25,000	$ 25,000
Investor Debt, Interest Rate	8.00%	8.00%
Investor Debt 5
Investor Debt	$ 25,000	$ 25,000
Investor Debt, Interest Rate	8.00%	8.00%
Investor Debt 6
Investor Debt	$ 20,000	$ 20,000
Investor Debt, Interest Rate	2.00%	2.00%
Investor Debt 7
Investor Debt	$ 113,720	$ 113,720
Investor debt, interest rate	various

3. Debt (Details - Related Part

3. Debt (Details - Related Party Debt) - USD ($)	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Related Party Debt	$ 12,659,270	$ 10,038,037
Symbiote [Member]
Related Party Debt	$ 4,635,865	4,635,865
Related party interest rate	various
Accounts payable, related parties	$ 1,565,207
Chief Executive Officer [Member]
Related Party Debt	$ 34,888	34,888
Related party interest rate	12%
Accounts payable, related parties	$ 939,681
Spouse of CEO [Member]
Related Party Debt	$ 366,550	362,550
Related party interest rate	various
Interest payable	$ 245,444
Consulting Firm [Member]
Related Party Debt	$ 1,205,234	1,205,234
Related party interest rate	18%
Interest payable	$ 456,673
Shareholders of Symbiote [Member]
Related Party Debt	$ 6,416,733	$ 3,799,500
Related party interest rate	6%
Interest payable	$ 264,492

3. Debt, net (Details Narrative

3. Debt, net (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Line of credit balance	$ 6,531	$ 31,588
Accrued liabilities	4,571,284	$ 2,628,335
Debt issuance costs	$ 530,979
Note payable to distribution partner [Member]
Interest rate description	5% payable quarterly
Debt maturity date	Sep. 30, 2019
Other notes payable [Member]
Interest rate description	between 6% and 24%
Cash draw agreements [Member]
Interest rate description	no stated interest rate
Debt maturity dates	November 2018 to January 2019
ML Factors Funding [Member]
Accrued liabilities	$ 240,480
Green Capital Funding [Member]
Accrued liabilities	312,056
Queen Funding [Member]
Accrued liabilities	$ 304,826
Line Of Credit [Member]
Line of credit interest rate	10.50%
Line of credit balance	$ 6,531

4. Commitments and Contingenc_2

4. Commitments and Contingencies (Details Narrative)	Sep. 30, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
Other commitment	$ 475,832

5. Net Loss Per Share (Details

5. Net Loss Per Share (Details Narrative) - shares	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Earnings Per Share [Abstract]
Antidilutive securities	0	0