GRAS Greenfield Farms Food

Document and Entity Information

Document and Entity Information - shares6 Months Ended
Jun. 30, 2017Jul. 28, 2019
Document And Entity Information
Entity Registrant NameGreenfield Farms Food, Inc.
Entity Central Index Key0001440517
Document Type10-Q
Amendment Flagfalse
Current Fiscal Year End Date--12-31
Entity Small Businesstrue
Entity Emerging Growth Companyfalse
Entity Current Reporting StatusNo
Document Period End DateJun. 30,
2017
Entity Filer CategoryNon-accelerated Filer
Document Fiscal Period FocusQ2
Document Fiscal Year Focus2017
Entity Shell Companyfalse
Entity Common Stock Shares Outstanding3,403,855,330

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)Jun. 30, 2017Dec. 31, 2016
Current Assets
Cash $ 27,552 $ 25,725
Credit card receivables9,106 7,966
Inventory33,848 33,848
Other current assets1,037
Total Current Assets71,543 67,539
Property and Equipment
Equipment187,933 187,933
Accumulated depreciation(151,389)(140,093)
Property and equipment, net36,544 47,840
Other Assets
Security deposits3,825 4,128
Total Assets111,912 119,507
Current Liabilities
Accounts payable and accrued expenses44,721 104,096
Accounts payable - related parties130,085 3,066
Accrued wages and payroll expenses14,389 18,281
Accrued interest182,503 129,455
Derivative liability1,816,876 1,376,717
Notes payable81,000 103,200
Notes payable - related parties532,762 640,892
Convertible notes payable, net of debt discount318,809 349,885
Total Liabilities3,121,145 2,725,592
Stockholders' Deficit
Preferred stock, par value $.001 50,000,000 shares authorized;
Common stock, par value $.001 6,450,000,000 shares authorized;3,008,287,961 and 1,867,911,083 shares issued and outstanding, respectively3,008,288 1,867,911
Additional paid-in capital(1,056,504)(103,784)
Accumulated deficit(4,961,159)(4,370,355)
Total Stockholders' Deficit(3,009,233)(2,606,085)
Total Liabilities and Stockholders' Deficit111,912 119,507
Preferred Stock D [Member]
Stockholders' Deficit
Preferred stock, par value $.001 50,000,000 shares authorized;1 1
Preferred Class A [Member]
Stockholders' Deficit
Preferred stock, par value $.001 50,000,000 shares authorized;97 97
Preferred Class B [Member]
Stockholders' Deficit
Preferred stock, par value $.001 50,000,000 shares authorized;44 44
Preferred Stock E [Member]
Stockholders' Deficit
Preferred stock, par value $.001 50,000,000 shares authorized;
Preferred Stock F [Member]
Stockholders' Deficit
Preferred stock, par value $.001 50,000,000 shares authorized;

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / sharesJul. 29, 2019Jun. 30, 2017Dec. 31, 2016
Stockholders' Deficit
Preferred stock, shares par value $ 0.001 $ 0.001
Preferred stock, shares authorized 50,000,000 50,000,000
Common stock, shares par value $ 0.001 $ .001
Common stock, shares authorized6,450,000,000 6,450,000,000
Common stock, shares issued3,008,287,961 1,867,911,083
Common stock, shares outstanding3,008,287,961 1,867,911,083
Preferred Stock D [Member]
Stockholders' Deficit
Preferred stock, shares authorized1,000 1,000
Preferred Stock, Share Issued1,000 1,000
Preferred Stock, Share Outstanding1,000 1,000
Preferred Class A [Member]
Stockholders' Deficit
Preferred Stock, Share Issued96,623 96,623
Preferred Stock, Share Outstanding96,623 96,623
Preferred Class B [Member]
Stockholders' Deficit
Preferred Stock, Share Issued44,000 44,000
Preferred Stock, Share Outstanding44,000 44,000
Preferred Stock E [Member]
Stockholders' Deficit
Preferred stock, shares authorized1,000 1,000
Preferred Stock, Share Issued0 0
Preferred Stock, Share Outstanding0 0
Preferred Stock F [Member]
Stockholders' Deficit
Preferred stock, shares authorized1,000 1,000
Preferred Stock, Share Issued1,000 1,000
Preferred Stock, Share Outstanding1,000 1,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)3 Months Ended6 Months Ended
Jun. 30, 2017Jun. 30, 2016Jun. 30, 2017Jun. 30, 2016
Sales
Food and beverage $ 323,075 $ 372,670 $ 623,505 $ 726,083
Vending receipts680 1,384 911 4,018
Total sales323,755 374,054 624,416 730,101
Cost of Goods Sold343,822 305,847 616,698 629,319
Gross Profit(20,067)68,206 7,718 100,782
Operating Expenses
Legal, accounting and professional fees919 15,869 1,833 37,643
Rent16,400 16,250 29,350 27,950
Depreciation5,648 5,536 11,296 10,691
General and administrative expenses, other51,207 55,704 81,413 121,087
Total Operating Expenses74,174 93,358 123,892 197,371
Loss From Operations(94,241)(25,152)(116,174)(96,589)
Other Expenses (Income)
Interest expense66,085 48,185 131,423 114,380
Derivative expense (income)(307,013)(7,791)343,207 (85,863)
Total Other Expenses (Income), net(240,928)40,394 474,630 28,517
Income (Loss) Before Provision for Income Tax146,687 (65,546)(590,804)(125,106)
Provision for Income Tax
Net Income (loss) $ 146,687 $ (65,546) $ (590,804) $ (125,106)
Weighted Average Number of Shares Outstanding:
Basic and Diluted2,793,911,702 703,198,699 2,568,143,376 905,846,969
Net Loss per Share:
Basic and Diluted $ 0 $ 0 $ 0 $ 0

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)6 Months Ended
Jun. 30, 2017Jun. 30, 2016
Cash Flows from Operating Activities
Net loss $ (590,804) $ (125,106)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation11,296 10,691
Amortization of deferred financing costs 3,167
Amortization of discount on debt69,892 73,950
Derivative liability expense (income)343,207 (85,863)
Changes in Assets and Liabilities
Increase in other assets(1,037)
Increase in credit card receivable(1,140)(11,671)
Increase in deferred debt charges (3,000)
Increase (decrease) in accounts payable and accrued expenses(59,377)26,396
Increase in accounts payable - related parties127,019
Increase in accrued wages and interest55,198 14,164
Net Cash used in Operating Activities(45,746)(97,272)
Cash Flows from Investing Activities:
Purchases of equipment (9,162)
Decrease in security deposits303
Net Cash provided by (used in) Investing Activities303 (9,162)
Cash Flows from Financing Activities:
Proceeds from notes payable - related parties, net 100,455
Proceeds from convertible notes payable234,600 33,000
Payments of notes payable - related parties, net(108,130)
Payments of notes payable(22,200)(300)
Payments on convertible notes payable(57,000)(4,367)
Net Cash provided by Financing Activities47,270 128,788
Net Increase in Cash1,827 22,354
Cash, Beginning of Period25,725 54,423
Cash, End of Period27,552 76,777
Supplemental Cash Flow Information:
Cash paid for interest2,400 17
Cash paid for income taxes
Non-Cash Investing and Financing Activities:
Debt discount from fair value of embedded derivatives $ 279,565 $ 20,600
Shares issued for debt and interest on convertible notes50,010 10,400
Reclassification of derivatives for conversion of convertible notes $ 137,648

NATURE OF BUSINESS

NATURE OF BUSINESS6 Months Ended
Jun. 30, 2017
NATURE OF BUSINESS
NOTE 1 - NATURE OF BUSINESSGreenfield Farms Food, Inc. (GRAS or the Company) was incorporated under the laws of the State of Nevada on June 2, 2008. In October 2013, the Company entered into an Asset Purchase Agreement (the Agreement) with COHP, LLC (COHP) through which the Company acquired certain of the assets and liabilities of COHP including the operations of Carmelas Pizzeria (Carmelas) through a newly formed wholly-owned subsidiary Carmelas Pizzeria CO, Inc., a Colorado corporation. COHP, LLC was formed on May 1, 2011, under the laws of the State of Ohio. Carmelas presently has three Dayton, Ohio area locations offering authentic New York style pizza. Carmelas offers a full- service menu for Dine In, Carry out and Delivery as well as pizza buffets in select stores.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES6 Months Ended
Jun. 30, 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements in this report have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Companys annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed unaudited consolidated financial statements should be read in conjunction with a reading of the Companys financial statements and notes thereto included in the Annual Report for the year ended December 31, 2016, filed with the United States Securities and Exchange Commission (the SEC) on July 31, 2018. Interim results of operations for the three and six months ended June 30, 2017, and 2016, are not necessarily indicative of future results for the full year. Certain amounts from the 2016 periods have been reclassified to conform to the presentation used in the current period. The consolidated financial statements for the period include the accounts of the Company and Carmelas. All intercompany transactions have been eliminated in consolidation. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: · Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. · Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Unobservable inputs reflecting the Companys assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Companys financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. The following table represents the Companys financial instruments that are measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016 for each fair value hierarchy level: June 30, 2017 Derivative Liabilities Total Level I $ - $ - Level II $ - $ - Level III $ 1,816,876 $ 1,816,876 December 31, 2016 Level I $ - $ - Level II $ - $ - Level III $ 1,376,717 $ 1,376,717 Credit risk adjustments are applied to reflect the Companys own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Companys own credit risk as observed in the credit default swap market. Cash The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. We held no cash equivalents as of June 30, 2017, and December 31, 2016. Cash balances may, at certain times, exceed federally insured limits. If the amount of a deposit at any time exceeds the federally insured amount at a bank, the uninsured portion of the deposit could be lost, in whole or in part, if the bank were to fail. Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the three to five year estimated useful lives of the assets. Revenue Recognition The Company records revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product/service is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured. There is no stated right of return for products/services. Reclassifications Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements. Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under the asset and liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized. In the event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of June 30, 2017, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities; however, federal tax returns have not been filed since inception. Interest and penalties related to any unrecognized tax benefits is recognized in the consolidated financial statements as a component of income taxes. Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with ASC 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. For the three and six months ended June 30, 2017, and 2016, the Company had not issued any stock-based payments to its employees. Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Companys net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Companys net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of June 30, 2017, and 2016,the Companys outstanding convertible debt is convertible into approximately 15,545,987,579 and 8,834,167,222, shares of common stock, respectively.Additionally, as of June 30, 2017, and 2016, there were warrants outstanding to purchase 179,886 shares of common stock. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Monte Carlo simulations to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Dividends The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown. Advertising Costs The Companys policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $5,951 and $8,784 for the three months ended June 30, 2017, and 2016, respectively, and $12,304 and $16,247 for the six months ended June 30, 2017, and 2016, respectively. Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Recent Accounting Pronouncements In May 2014, Financial Accounts Standards Board (FASB) issued ASU No. 2014-09 , Revenue from Contracts with Customers (ASU 2014- Revenue Recognition ASU 2014-09 provides that an entity should apply a five-step approach for recognizing revenue, including (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when, or as, the entity satisfies a performance obligation. Also, the entity must provide various disclosures concerning the nature, amount and timing of revenue and cash flows arising from contracts with customers. The Company is currently working through the assessment phase of implementing this guidance. In February 2016, FASBissued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842). Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company does not anticipate this ASU having a material impact on the Companys consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07 Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a companys adoption date of Topic 606, Revenue from Contracts with Customers. The Company does not anticipate this ASU having a material impact on the Companys consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the SEC) did not or are not believed by management to have a material impact on our present or future consolidated financial statements.

INVENTORIES

INVENTORIES6 Months Ended
Jun. 30, 2017
INVENTORIES
NOTE 3 - INVENTORIESInventory, consisting of food and beverages, is stated at the lower of cost or market and was $33,848 as of June 30, 2017, and December 31, 2016.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT6 Months Ended
Jun. 30, 2017
Property and Equipment
NOTE 4 - PROPERTY AND EQUIPMENT Property and equipment is recorded at cost and consisted of the following at June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Equipment $ 187,933 $ 187,933 Less: Accumulated depreciation (151,389 ) (140,093 ) Property and equipment, net $ 36,544 $ 47,840 Depreciation expense was $5,648 and $5,536 for the three months ended June 30, 2017, and 2016, respectively, and $11,296 and $10,691 for the six months ended June 30, 2017 and 2016, respectively.

NOTES PAYABLE

NOTES PAYABLE6 Months Ended
Jun. 30, 2017
NOTES PAYABLE
NOTE 5 - NOTES PAYABLEIn October 2013, COHP assumed a $50,000 promissory note issued by GRAS on May 26, 2011 to Cross Border Capital, LLC. (Cross Border). The note is secured by the Companys common stockand was due on January 26, 2012. The note is currently in default and the default interest rate is 12%. Total interest expense was $2,862 and $1,479 for the three months ended March 31, 2017, and 2016, respectively. On December 15, 2016, Cross Border filed a complaint in the State of North Carolina, County of Mecklenburg, for non-payment of the note. On November 17, 2017 Cross Border was granted a judgment against the Company in the amount of $115,234, inclusive of attorney fees. On May 11, 2018, the Company and Cross Border entered into a $85,000 promissory note (the Promissory Note) to resolve the matter. The terms of repayment of the Promissory Note are eight payments of $5,000 each beginning on May 14, 2018 and on the 14 th During the year ended December 31, 2016, the Company issued two notes (the 2016 Notes) in the aggregate of $22,200, and the Company recorded interest expense of $2,400 for the year ended December 31, 2016. In January 2017, the Company paid the 2016 Notes in full. The activity for the three months ended June 30, 2017, and the year ended December 31, 2016, is as follows: June 30, 2017 December 31, 2016 Beginning balance $ 103,200 $ 81,300 Advances - 22,200 Payments (22,200 ) (300 ) $ 81,000 $ 103,200

ACCOUNTS AND NOTES PAYABLE RELA

ACCOUNTS AND NOTES PAYABLE RELATED PARTIES6 Months Ended
Jun. 30, 2017
ACCOUNTS AND NOTES PAYABLE RELATED PARTIES
NOTE 6 - ACCOUNTS AND NOTES PAYABLE - RELATED PARTIES The Company utilizes personnel from a staffing company controlled by members of COHP, whereby the staffing company bills COHP for their services. The Company records the amounts billed and paid to the staffing company in Accounts payable- related party on the balance sheets presented herein. As of June 30, 2017, and December 31, 2016, the balance owed the related party was $130,085 and $3,066, respectively. Entities controlled by the members of COHP have loaned monies to COHP for working capital purposes. The loans are non-interest bearing and have no specific terms of repayment. A related party loan from KB Air is secured by all the assets of the Company. The activity for the six months ended June 30, 2017 and the year ended December 31, 2016 is as follows: June 30, 2017 December 31, 2016 Beginning balance $ 640,892 $ 483,932 Advances, net 809,694 286,053 Payments (917,824 ) (152,000 ) $ 532,762 $ 640,892

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE6 Months Ended
Jun. 30, 2017
CONVERTIBLE NOTES PAYABLE
NOTE 7 - CONVERTIBLE NOTES PAYABLEOn October 29, 2013, the Company issued a convertible promissory note to Cresthill Associates (Cresthill) in the principal amount of $25,000 with an interest rate of 8% (12% default rate in effect) per annum due on October 29, 2014, in payment of a $25,000 fee for work performed to complete the acquisition of the assets of Carmelas Pizzeria. This note is convertible by the holder at any time at 45% of the lowest trading price in the ninety trading days before the conversion beginning six months from the issue date. During the year ended December 31, 2014, $12,500 of this note was sold to Beaufort Capital Partners, LLC (Beaufort).As of June 30, 2017, and December 31, 2016, the remaining balance of the note was $12,500 payable to Beaufort. In November 2013, the Company issued a convertible promissory note to Asher Enterprises, Inc. (Asher) in the principal amount of $22,500 with an interest rate of 8%(12% default rate in effect) per annum due on August 27, 2014. The note is convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion. In 2014, $13,500 was converted and $9,000 of the note was sold to CareBourn Capital LP (Carebourn). As of June 30, 2017, and December 31, 2016, the remaining balance of the note was $9,000 payable to CareBourn. On December 9, 2013, the Company issued a convertible promissory note to Carebourn in the principal amount of $5,000 with an interest rate of 8% (12% default rate in effect) per annum due on June 9, 2014. This note is convertible by the holder at any time at 50% of the average of the three lowest trading prices in the ten trading days before the conversion. During the year ended December 31, 2014, CareBourn sold the note to Booski Consulting LLC, a Minnesota limited liability company (Booski MN). On April 5, 2015 Booski MN sold the note to Booski Consulting LLC, a Florida limited liability company (Booski FL). As of June 30, 2017, and December 31, 2016, the remaining balance of the note was $1,023. In January 2014, the Company issued a total of $10,000 in convertible promissory notes to Carebourn with an interest rate of 8% (12% default rate in effect) per annum due in July 2014. These notes are convertible by the holder at any time at 45% of the average of the three lowest trading prices in the ten trading days before the conversion. During the year ended December 31, 2015, Carebourn sold the remaining principal of the note to Booski MN. On April 5, 2015 Booski MN sold the note to Booski FL. During the six months ended June 30, 2017, $2,142 of principal was converted into 47,603,583 shares of common stock at a conversion price of $0.00004. As of June 30, 2017, and December 31, 2016, the remaining balance of the note was $3,202 and $5,344, respectively. On April 7, 2014, the Company issued a convertible promissory note to Adar Bays LLC (Adar Bays) in the principal amount of $37,000 with an interest rate of 8% (16% default rate in effect) per annum due on April 1, 2015. The note is convertible by the holder at 50% of the lowest closing bid price in the ten trading days before the conversion. As of June 30, 2017, and December 31, 2016, the remaining principal balance of the note was $15,842. On April 17, 2014, the Company issued a convertible promissory note to Beaufort in the principal amount of $25,000 with an interest rate of 10% (15% default rate in effect) per annum due on October 17, 2014. The note is convertible by the holder at 40% of the lowest closing bid price in the twenty trading days before the conversion. As of June 30, 2017, and December 31, 2016, the remaining balance of the note was $14,655. On July 15, 2014, the Company issued a convertible promissory note to Gregory Galanis for services rendered in the principal amount of $13,500 with an interest rate of 8% (12% default rate in effect) per annum due on April 15, 2015., The note is convertible by the holder at 45% of the lowest closing bid price in the ninety trading days before the conversion. As of June 30, 2017, and December 31, 2016, the remaining balance of the note was $13,500. On September 1, 2014, the Company issued a convertible promissory note to Cresthill for services rendered in the principal amount of $12,500 with an interest rate of 8% (18% default rate in effect) per annum due on July 1, 2015. The note is convertible by the holder at 45% of the lowest closing bid price in the thirty trading days before the conversion. During the year ended December 31, 2015, the note was sold to Codes Capital. As of June 30, 2017, and December 31, 2016, the remaining balance of the note was $9,650. On October 9, 2014, the Company issued a convertible promissory note to LG Capital in the principal amount of $26,500 with an interest rate of 8% (24% default rate in effect) per annum due on October 9, 2015. The note is convertible by the holder at 50% of the lowest closing bid price in the ten trading days before the conversion. During the six months ended June 30, 2017,$14,740 of principal and $6,043 of interest were converted into 415,668,600 shares of common stock at a conversion price of $0.00005. As of June 30, 2017, and December 31, 2016, the remaining balance of the note was $4,835 and $19,575, respectively. On October 9, 2014, the Company issued a back-end convertible promissory note to LG Capital in the principal amount of $26,500 with an interest rate of 8% (24% default rate in effect) per annum due on October 9, 2015. The note was funded on April 14, 2015. The note is convertible by the holder at 50% of the lowest closing bid price in the ten trading days before the conversion. As of June 30, 2017, and December 31, 2016, the remaining balance of the note was $23,200. On November 3, 2014, the Company issued a convertible promissory note to Beaufort in the principal amount of $12,500 due on May 3, 2015, with an interest rate of 5% per annum, which accrues only in the event of a default and only from such default date until the note is paid in full. The note is convertible by the holder at 55% of the lowest closing bid price in the ninety trading days before the conversion. As of June 30, 2017, and December 31, 2016, the remaining balance of the note is $12,500. During the year ended December 31, 2014, there were three convertible notes in the aggregate of $13,100 issued to the Gulfstream 1998 Irrevocable Trust (the Trust)with an interest rate of 8% (18% default rate in effect) per annum.These notes are convertible at 45% of the lowest trading price in the thirty trading days before the conversion. During the year ended December 31, 2015, the notes were sold by the Trust to Codes Capital LLC (Codes Capital). As of June 30, 2017, and December 31, 2016 the balance of the notes sold to Codes Capital was $13,100. On February 9, 2015, the Company issued a convertible promissory note to CareBourn in the principal amount of $73,000 due on December 27, 2015, with an interest rate of 12% (22% default rate in effect) per annum. The note is convertible by the holder at 40% of the three lowest closing bid prices in the ten trading days before the conversion. During the six months ended June 30, 2017, $27,084 of principal was converted into 677,104,695 shares of common stock at a conversion price of $0.00004. As of June 30, 2017, and December 31, 2016, the remaining balance of the note was $42,912 and $69,996, respectively. On April 1, 2015, the Company issued a convertible promissory note to SoFran, LLC in the principal amount of $50,000 due on January 1, 2015, with an interest rate of 12% per annum. This note was issued as part of a consulting contract entered into with SoFran, LLC for services to be rendered in connection with the Companys plans to set up a national franchising program. The note is convertible by the holder at 40% of the three lowest closing bid prices in the ten trading days before the conversion. As of June 30, 2017, and December 31, 2016, the remaining balance of the note was $50,000. At varying times in 2015, the Company issued convertible promissory notes to Cresthill in the aggregate principal amount of $31,500 due at various times through August 2016, with an interest rate of 8% per annum (12% default rate in effect), in exchange for amounts payable to Cresthill for services rendered. The notes are convertible by the holder at 45% of the lowest last sales price in the thirty trading days before the conversion. On January 3, 2017, Cresthill sold the notes to Carebourn. As of June 30, 2017, and December 31, 2016, the remaining balance of the notes was $31,500. On July 20, 2015, the Company issued a convertible promissory note to CareBourn in the principal amount of $15,500 due on April 20, 2016, with an interest rate of 12% (22% default rate in effect) per annum. The note is convertible by the holder after 180 days at 40% of the three lowest closing bid prices in the ninety trading days before the conversion. As of June 30, 2017, and December 31, 2016, the remaining balance of the note was $15,500. On March 4, 2016, the Company issued a convertible promissory note to CareBourn in the principal amount of $33,000 due on December 4, 2016, with an interest rate of 12% (22% default rate in effect) per annum. The note is convertible by the holder at 40% of the three lowest closing bid prices in the ninety trading days before the conversion. As of June 30, 2017, and December 31, 2016, the remaining balance of the note was $33,000. On January 3, 2017, the Company issued a Convertible Promissory Note dated December 30, 2016 (Note) in the principal amount of $279,565 with an interest rate of 12% (22% default rate in effect) per annum, due December 30, 2018 to CareBourn (the Carebourn Note). The Carebourn Note requires daily payments of principal and/or interest of $600. Any amount of principal or interest on this Note that is not paid following an event of default pursuant to the terms of the Note shall bear interest at the rate of twenty-two percent (22%) per annum until the same is paid. The Conversion Price shall be 40% multiplied by the Market Price (representing a discount rate of 60%). Market Price means the average of the lowest Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Lenders fees and costs of $44,965 were recorded for net proceeds to the Company of $234,600. The embedded conversion feature included in the note resulted in an initial debt discount of $279,565, an initial derivative expense of $638,503 and an initial derivative liability of $918,068. For the six months ended June 30, 2017, amortization of the debt discount of $69,891 was charged to interest expense. During the six months ended June 30, 2017, $57,000 of principal payments were made and the remaining balance of the note as of June 30, 2017 is $222,565. Total interest expense on these notes was $54,528 and $17,839 for the six months ended June 30, 2017 and 2016, respectively. As of June 30, 2017, and December 31, 2016, accrued interest on these convertible notes was $120,334 and $71,850, respectively. A summary of the convertible notes payable balance as of June 30, 2017, and December 31, 2016, is as follows: June 30, 2017 December 31, 2016 Principal balance $ 528,483 $ 349,884 Unamortized discount 209,674 - Ending balance, net $ 318,809 $ 349,884 The following is a roll-forward of the Companys convertible notes and related discounts for the six months ended June 30, 2017 and the year ended December 31, 2016: Principal Balance Debt Discounts Total Balance January 1, 2016 $ 359,733 $ (40,349 ) $ 319,384 New issuances 33,000 (61,100 ) (28,100 ) Accrued interest added to convertible notes 730 - 730 Conversions (39,212 ) - (39,212 ) Cash payments (4,367 ) - (4,367 ) Amortization - 101,449 101,449 Balance December 31, 2016 349,884 - 349,884 New issuances 279,565 (279,565 ) - Conversions (43,966 ) - (43,966 ) Cash payments (57,000 ) - (57,000 ) Amortization - 69,891 69,891 Balance at June 30, 2017 $ 528,483 $ 209,674 $ 318,809

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY6 Months Ended
Jun. 30, 2017
DERIVATIVE LIABILITY
NOTE 8 - DERIVATIVE LIABILITY The Company determined that the conversion features of the convertible notes represented embedded derivatives since the Notes are convertible into a variable number of shares upon conversion. See Note 7. Accordingly, the notes are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature is bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of these derivative instruments are recorded as liabilities on the consolidated balance sheet with the corresponding amount recorded as a discount to each Note, with any excess of the fair value of the derivative component over the face amount of the note recorded as an expense on the issue date. Such discounts are amortized from the date of issuance to the maturity dates of the Notes. The change in the fair value of the derivative liabilities are recorded in other income or expenses in the condensed consolidated statements of operations at the end of each period, with the offset to the derivative liabilities on the balance sheet. See Note 7. During the six months ended June 30, 2017, the Company valued the new derivative liabilities at inception at $918,068 and for all convertible notes at June 30, 2017, and December 31, 2016, at $1,816,876 and $1,376,717, respectively. The Company used the Monte Carlo simulation valuation model with the following assumptions at inception; a risk-free interest rate of 1.22% and volatility of 369%, at June 30, 2017, a risk-free interest rate range of 1.19% to 1.24% and volatility of 227% to 256% and for the year ended December 31, 2016; a risk-free interest rate of .76% and volatility of 225%. A summary of the activity related to derivative liabilities for the three months ended June 30, 2017, and the year ended December 31, 2016, is as follows: June 30, 2017 December 31, 2016 Beginning Balance $ 1,376,717 $ 572,565 Initial Derivative Liability 918,068 89,176 Reclassification for note conversions (137,648 ) (100,595 ) Reclassification for note payments (187,183 ) (3,135 ) Fair Value Change (153,078 ) 812,206 Ending Balance $ 1,816,876 $ 1,376,717 For the six months ended June 30, 2017, the Company recorded derivative expense of $343,207 consisting of the initial derivative expense of $683,468 reduced by the above fair value change of $153,078 and by $187,183 of reclassifications to derivative income for note repayments. For the six months ended June 30, 2016, there was a credit of derivative expense of $85,863 and was comprised of the initial derivative expense of $28,075 and the fair value change of a credit of $113,938.

CAPITAL STOCK

CAPITAL STOCK6 Months Ended
Jun. 30, 2017
CAPITAL STOCK
NOTE 9 - CAPITAL STOCK Common Stock The Company has authorized 6,450,000,000 common shares with a par value of $0.001 per share. 2017 Common Stock Issuances During the six months ended June 30, 2017, the Company issued 1,140,376,878 shares of common stock upon conversion of $43,966 in principal and $6,044 of accrued interest on convertible notes representing a value of approximately $0.00004 per share. As of June 30, 2017, there are 3,008,287,961 shares of common stock issued and outstanding. Preferred Stock The Company has authorized 50,000,000 shares of preferred stock par value $0.001. The Company authorized 100,000 Series A preferred shares and issued 96,623 Series A shares. The Series A shares have immediate voting rights equivalent to 7,000 shares of common stock for each Series A share and may be converted after a minimum one-year hold at the same rate. The terms called for no conversion or Series A shares coming into the market from these sources until March 28, 2012 at the earliest. As of June 30, 2017, and December 31, 2016, no conversions have taken place and 96,623 shares remain outstanding. On July 15, 2013, the board of directors of the Company authorized the creation of the Series B Convertible Preferred Stock, which consists of up to 100,000 shares of preferred stock with par value of $0.001 per share and a stated value of $1.00 per share. A total of 44,000 shares of Series B Preferred Stock were issued on the conversion of debt payable. The Series B Convertible Preferred is convertible to common stock at 100% of the stated value divided by 45% of the lowest trading price of the Companys common stock for the 90 trading days immediately preceding the Conversion Date. The Series B Preferred Stock has voting rights on an as if converted basis on the date of any vote to come before the Companys shareholders. As of June 30, 2017, and December 31, 2016,44,000 shares remain outstanding. Effective September 22, 2014, the Board of Directors of the Company approved the issuance of 1,000 shares of Series D Preferred Stock to Mr. Ronald Heineman, our former Chief Executive Officer, in consideration for services rendered to the Company and continuing to work for the Company without receiving significant payment for services and without the Company having the ability to issue shares of common stock as the Company did not have sufficient authorized but unissued shares of common stock to allow for any such issuances. As a result of the issuance of the Series D Preferred Stock shares, Mr. Heineman obtained voting rights over the Companys outstanding voting stock on September 24, 2014, which provided him the right to vote up to 51% of the total voting shares able to vote on any and all shareholder matters. As a result, Mr. Heineman was able to exercise majority control in determining the outcome of all corporate transactions or other matters, including the election of Directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Heineman may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other shareholders. Additionally, it may be impossible for shareholders to remove Mr. Heineman as an officer or Director of the Company due to the Super Majority Voting Rights. In the event Mr. Heineman is no longer acting as Chief Executive Officer of the Corporation, the shares of Series D Preferred Stock shall automatically, without any action on the part of any party, or the Corporation, be deemed cancelled in their entirety. As of June 30, 2017, and December 31, 2016, all 1,000 shares were outstanding. As a result of Mr. Heinemans resignation on November 28, 2017 as CEO of the Company, the shares of Series D Preferred Stock have been cancelled. Warrants In connection with the acquisition in 2013 of the assets of Carmelas Pizzeria, COHP, LLC and its assigns received warrants to purchase a total of 179,886 shares of the Companys common stock for a period of five years in the amounts and exercise prices as follows: 59,962 at $3.00; 59,962 at $6.00; and 59,962 at $7.50. A summary of the activity of the Companys outstanding warrants at June 30, 2017 and December 31, 2016 is as follows: Warrants Weighted-average exercise price Weighted-average grant date fair value Outstanding and exercisable at January 1, 2016 179,886 $ 5.50 $ 2.82 Outstanding and exercisable at December 31, 2016 179,886 $ 5.50 $ 1.82 Outstanding and exercisable at June 30, 2017 179,886 $ 5.50 $ 1.33 The following table sets forth the exercise price range, number of shares, weighted average exercise price and remaining contractual lives of the warrants by groups as of June 30, 2017: Exercise price range Number of warrants outstanding Weighted-average exercise price Weighted-average remaining life $ 3.00 59,962 $ 3.00 1.33 years $ 6.00 59,962 6.00 1.33 years $ 7.50 59,962 7.50 1.33 years 179,886 $ 5.50 1.33 years

COMMITMENTS

COMMITMENTS6 Months Ended
Jun. 30, 2017
COMMITMENTS
NOTE 10 - COMMITMENTSThe Company leases its restaurant facilities under certain leases with varied expiration dates. Certain leases provide for the payment of taxes and operating costs, such as insurance and maintenance in addition to the base rental payments. Aggregate minimum annual rental payments under the non-cancelable operating leases are as follows: Remainder for year ended December 31, 2017 $ 29,425 2018 59,600 2019 60,200 2020 50,600 2021 50,825 Thereafter 83,200 Total $ 348,250 Rent expense was $16,400 and $16,250 for the three months ended June 30, 2017,and 2016, respectively, and $29,350 and $27,950 for the six months ended June 30, 2017, and 2016, respectively.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS6 Months Ended
Jun. 30, 2017
RELATED PARTY TRANSACTIONS
NOTE 11 - RELATED PARTY TRANSACTIONSAs more fully disclosed in Note 6 Accounts and Notes Payable Related Parties, certain officers, directors and stockholders have loaned the Company funds from time-to-time. Information regarding these loans can be found in Note 6.

GOING CONCERN and MANAGEMENTS P

GOING CONCERN and MANAGEMENTS PLANS6 Months Ended
Jun. 30, 2017
GOING CONCERN and MANAGEMENTS PLANS
NOTE 12 - GOING CONCERN AND MANAGEMENT'S PLANS The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has not yet realized significant revenues from operations, recognized significant losses in 2017 and 2016, and is in need of working capital in order to grow its operations. This raises substantial doubt about the Companys ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors, potential private placements of common stock, debt convertible into common stock and by obtaining extended payment terms from certain vendors. On January 4, 2018, entered into an Asset Purchase Agreement (the APA) with Ngen Technologies USA Corp, (Ngen), a Texas corporation, Clifford Rhee (Rhee) and Edward Carter (Carter), whereby the Company, purchased assets of Ngen related to Ngens automotive technology Business. Also, on January 4, 2018, the Company entered into a Spin Out Agreement with Mr. Heineman (the Buyer), whereby the Buyer agreed to acquire Carmelas from the Company in exchange for the Buyer assuming $193,283 of the Companys debt obligations.On January 16, 2018, the Company entered into an Asset Purchase Agreement (the Agreement) with Ngen and Ngen Technologies Korea, LTD. (Nkor), whereby the Company purchased assets of Ngen related to Nkors design and manufacturing of proprietary 3D mobile display module for the smartphone and other telecom OEMs. The 3D module once installed during the MCD or OLED manufacturing stage, allows the display of 3D content without the use of 3D glasses (the NKOR Business). Effective June 26, 2019, the Company entered into and completed a share exchange agreement (the Share Exchange Agreement) with Ngen, the common stock shareholders of Ngen (the Ngen Shareholders) and Rhee and Carter. Ngen, through its wholly owned subsidiary Nkor, invents designs and develops innovative technologies and owns or licenses over 30 patents. Current products include state-of-art automotive muffler/silencer technologiesand proprietary 3D mobile display module for smart phones and other telecommunication original equipment manufacturers. Ngen engages in the business of 3D technologies including automotive, mobile and display. Pursuant to the above asset purchase agreementstransactions with Ngen and Nkor, the Company is now focused on the production and delivery of products related to the automotive technology business and the 3D mobile business. Based on the acquisition of Ngen and Nkor, its wholly owned subsidiary, the Company will also now be focused on the commercialization of all the intellectual property, owned or licensed by Ngen and Nkor.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS6 Months Ended
Jun. 30, 2017
SUBSEQUENT EVENTS
NOTE 13 - SUBSEQUENT EVENTS From July 1, 2017 to the filing of this report, a total of 395,567,636 shares of common stock were issued upon the conversion of $10,525 in principal and $6,027 of interest due on certain of the Companys convertible promissory notes representing an average conversion price of $0.00004 per share. On November 17, 2017 Cross Border (See Note 5) was granted a judgment against the Company in the amount of $115,234, inclusive of attorney fees. On May 11, 2018, the Company and Cross Border entered into a $85,000 promissory note (the Promissory Note) to resolve the matter. The terms of repayment of the Promissory Note are eight payments of $5,000 each beginning on May 14, 2018 and on the 14 th On November 21, 2017, the Company filed with the Secretary of State of Nevada Amended and Restated Articles of Incorporation (the Amended and Restated Articles) that had the effect of increasing the authorized shares of capitalstock to 6,500,000,000 and designating 6,450,000,000 shares of the authorized capital stock of the Company as common stock, par value $0.001 and 50,000,000 shares of the authorized capital stock of the Company as preferred stock, par value $0.001, with the powers, preferences and rights, and the qualifications, limitations and restrictions designated by the Companys board of directors. Effective November 28, 2017, the Board of Directors approved the filing of a Certificate of Designations establishing the designations, preferences, limitations and relative rights of the Companys Series E Preferred Stock (the Designation and the Series E Preferred Stock). The Board of Directors authorized the issuance of up to 1,000 shares of Series E Preferred Stock upon the company filing the Certificate of Designation with the Nevada Secretary of State. The terms of the Certificate of Designation of the Series E Preferred Stock include conversion rights that in the aggregate convert to on a post conversion basis, 85% of the Companys issued and outstanding common stock at the time of conversion. The Series E Preferred Stock is convertible immediately upon the shares of common stock being available to allow for the conversion that results in 85% of the shares of common stock to be owned in the aggregate by the holders of the Series E Preferred Stock. Additionally, the voting rights of the Series E Preferred Stock while outstanding are equal to the as if converted number of shares. On November 29, 2017, the Company filed the Series E Designation with the Nevada Secretary of State. On January 2, 2018, the Company recorded the issuance of 500 shares of Series E Preferred Stock to Rhee and 500 shares of Series E Preferred Stock toCarterin conjunction with the signing of the Asset Purchase Agreement (see below). On June 26, 2019, pursuant to a Share Exchange Agreement (see below), Carter and Rhee each distributed 5 shares of Series E common stock to an unaffiliated Ngen shareholder. As of the date of this report, there are 1,000 shares of Series E Preferred stock issued and outstanding. On November 28, 2017, Mr. Rhee, was appointed Chairman of the Board of Directors (the BOD) of the Company, and shall serve until his respective successor is duly elected and qualified. Mr. Rhee was also named the Interim Chief Financial Officer of the Company. On November 28, 2017, Ronald Heineman resigned as the Chief Executive Officer, Chief Financial Officer and Secretary of the Company. As a result of Mr. Heinemans resignation, the Series D Preferred Stock was cancelled. See Note 9. On November 28, 2017, Mr. Carter, was appointed to the BOD of the Company, and shall serve until his respective successor is duly elected and qualified. Mr. Carter was also named Secretary of the Company. On November 28, 2017, Dr. Jason Koowas named Chief Executive Officer of the Company. Effective December 7, 2017, the Board of Directors approved the filing of the COD establishing the designations, preferences, limitations and relative rights of the Companys Series F Preferred Stock (the Series F Preferred Stock). The Board of Directors authorized the issuance of up to 1,000 shares of Series F Preferred Stock, which the Board agreed to issue to Mr. Rhee or his assigns, upon the company filing the COD with the Nevada Secretary of State. The COD was filed with the Nevada Secretary of State on December 11, 2017. The terms of the COD of the Series F Preferred Stock include the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote (Super Majority Voting Rights). The Series F Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. On December 19, 2017, Mr. Rhee has pledged the Series F Preferred Stock to Carebourn. On December 19, 2017, the Company issued a Convertible Promissory Note in the principal amount of $552,000 with an interest rate of 12% per annum, due December 19, 2018, to CareBourn (the Carebourn 2017 Note). The note carries $72,000 of Original Issue Discount and $25,000 transactional costs to Carebourn. On December 19, 2017, $361,000 was funded with the remaining The Carebourn 2017 Note requires daily payments of principal and/or interest of $500. Any amount of principal or interest on this Note that is not paid following an event of default pursuant to the terms of the Note shall bear interest at the rate of twenty-two percent (22%) per annum until the same is paid. The Conversion Price shall be 50% multiplied by the Market Price (representing a discount rate of 50%). Market Price means the lowest Trading Price for the Common Stock during the twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The Corporations obligations under the Note are secured by all of the outstanding shares of GRASs Series F Preferred Stock held by its Chairman, Clifford Rhee (see above). A change in control of the Corporation would occur in the event a default is called pursuant to the terms of the Carebourn 2017 Note and if the Series F shares are transferred to Carebourn. On January 4, 2018, entered into an Asset Purchase Agreement (the APA) with Ngen.Ngen engages in the business of 3D technologies including automotive, mobile and display. Ngen has also developed new state-of-art automotive muffler/silencer technologies (the Business). The Companyacquired the automotive technology Business from Ngen in exchange for in the aggregate 1,000 shares of its Series E Preferred Stock. The Series E Preferred Stock is convertible into a number of shares of common stock that equals 85% of the shares issued and outstanding, post conversion. The acquisition includedNgens rights under its contracts, licenses, purchase orders, privileges, franchises and agreements, and all assets and property owned and used by Ngen in the Business. On January 16, 2018, the Company entered into Asset Purchase Agreement (the Agreement) with Ngen and Nkor. The Company, Ngen and Nkor are referred to as the Parties. Pursuant to the Agreement, the parties agreed that the Company would purchase assets of Ngen related to Nkors design and manufacturing of proprietary 3D mobile display module for the smartphone and other telecom OEMs. The 3D module once installed during the MCD or OLED manufacturing stage, allows the display of 3D content without the use of 3D glasses (the Nkor Business). In consideration for the purchase the Company issued a $7 million promissory note (the Note) with a balloon maturity date of January 16, 2022. The Note carries a 5% per annum interest rate, with quarterly payments. Ngen and Nkor are controlled by our officers and directors. On November 9, 2018, Rhee resigned from his position as Interim Chief Financial Officer as well as the Chairman of the Board of Directors (the Board) of the Company. Also, on November 9, 2018, Mr. Jason Koo resigned from his position as Chief Executive Officer of the Company. On June 21, 2019, the Board appointed Mr. Rhee to the Board as well as named Mr. Rhee the Chief Executive Officer of the Company. The Board is now comprised of Mr. Carter and Mr. Rhee. Effective June 26, 2019, the Companyentered into and completed a share exchange agreement (the Share Exchange Agreement) with Ngen, the Ngen Shareholders and Rhee and Carter, whereby Rhee and Carter, prior to the Share Exchange Agreement, were each the holder of 500 shares of our Series E PreferredStock. Pursuant to the terms of the Share Exchange Agreement, the Ngen Shareholders transferred and exchanged 100% of the common stock of Ngen in exchange for the allocation of the 1,000 shares of theSeries E Preferred Stock (the Share Exchange). There were no new shares issued in the Share Exchange Agreement. The Ngen Shareholders, as a group, own 100% of the Series E Preferred Stock and our executive officers and directors, as a group, now own 990 of our Series E Preferred Stock representing 99% of our issued and outstanding shares of Series E PreferredStock. The Series E Preferred Stock is convertible into 85% of our common stock under certain terms and conditions. Upon completion of the share exchange pursuant to the Share Exchange Agreement, Ngen became our wholly owned subsidiary. Ngen, through its wholly owned subsidiary Nkor, invents designs and develops innovative technologies and owns or licenses over 30 patents. Current products include state-of-art automotive muffler/silencer technologiesand proprietary 3D mobile display module for smart phones and other telecommunication original equipment manufacturers. Ngenengages in the business of 3D technologies including automotive, mobile and display. On June 28, 2019, we sold Carebourn LLC, a Delaware limited partnership (Carebourn LLC) a convertible promissory note in the principal amount of $1,436,128 (the Note), pursuant to a Securities Purchase Agreement we entered into with them dated June 28, 2019. The Note bears interest at the rate of 10% per ninety (90) days and principal is due and payable on June 28, 2020. Interest payments of $143,613 are due on or before September 30, 2019, December 31, 2109, March 31, 2020 and June 28, 2020. We paid $100,195 to cover Carebourns transactional expenses and $33,007 was paid directly to professional service providers for past due accounting and auditing fees, which were included in the principal amount of the Note. The principal amount of the Note and all accrued interest thereon is convertible at the option of the holder thereof into our common stock at any time beginning October 1, 2019. The conversion price of the Note is equal to 58% of the lowest price quoted on the OTC Markets for the Companys common stock during the 30 trading days prior to the conversion date. We may prepay in full the unpaid principal and interest on the Note, with at least 20 trading days’ notice, (a) any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the Note together with accrued interest thereon; and (b) any time beginning on the 181st day after the issuance date and ending on the 364th day after the issuance date, by paying 150% of the principal amount of the Note together with accrued interest thereon. After the expiration of the 364th day after the issuance date, we have no right of prepayment. The Note also contains customary positive and negative covenants. On July 5, 2019, we sold More Capital, LLC (More) a convertible promissory note in the principal amount of $215,000 (the Note), pursuant to a Securities Purchase Agreement we entered into with them dated July 5, 2019. The Note bears interest at the rate of 10% per ninety (90) days and principal is due and payable on June 28, 2020. Interest payments of $21,500 are due on or before September 30, 2019, December 31, 2019, March 31, 2020 and June 28, 2020. We paid $15,000 to cover Mores transactional expenses which is included in the principal amount of the Note.The principal amount of the Note and all accrued interest thereon is convertible at the option of the holder thereof into our common stock at any time beginning October 1, 2019. The conversion price of the Note is equal to 58% of the lowest price quoted on the OTC Markets for the Companys common stock during the 30 trading days prior to the conversion date. We may prepay in full the unpaid principal and interest on the Note, with at least 20 trading days notice, (a) any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the Note together with accrued interest thereon; and (b) any time beginning on the 181st day after the issuance date and ending on the 364th day after the issuance date, by paying 150% of the principal amount of the Note together with accrued interest thereon. After the expiration of the 364th day after the issuance date, we have no right of prepayment.The Note also contains customary positive and negative covenants. On July 8, 2019, we sold Carebourn a convertible promissory note in the principal amount of $922,646 (the Note), pursuant to a Securities Purchase Agreement we entered into with them dated July 8, 2019. The Note bears interest at the rate of 10% per ninety (90) days and principal is due and payable on July 8, 2020. Interest payments of $92,264 are due on or before September 30, 2019, December 31, 2019, March 31, 2020 and June 28, 2020. We paid $70,146 to cover Carebourns transactional expenses and $17,500 was paid directly to professional service providers for accounting and auditing fees, which are included in the principal amount of the Note. The principal amount of the Note and all accrued interest thereon is convertible at the option of the holder thereof into our common stock at any time beginning October 1, 2019. The conversion price of the Note is equal to 58% of the lowest price quoted on the OTC Markets for the Companys common stock during the 30 trading days prior to the conversion date. We may prepay in full the unpaid principal and interest on the Note, with at least 20 trading days’ notice, (a) any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the Note together with accrued interest thereon; and (b) any time beginning on the 181st day after the issuance date and ending on the 364th day after the issuance date, by paying 150% of the principal amount of the Note together with accrued interest thereon. After the expiration of the 364th day after the issuance date, we have no right of prepayment. The Note also contains customary positive and negative covenants. On July 29, 2019, we sold Carebourn a convertible promissory note in the principal amount of 1,086,288 (the Note), pursuant to a Securities Purchase Agreement we entered into with them dated July 29, 2019. The Note bears interest at the rate of 10% per ninety (90) days and principal is due and payable on July 29, 2020. Interest payments of $108,629 are due on or before October 29, 2019, January 29, 2019, April 29, 2020 and July 29, 2020. We paid $75,788 to cover Carebourns transactional expenses and $7,500 was paid directly to professional service providers for accounting fees, which are included in the principal amount of the Note. The principal amount of the Note and all accrued interest thereon is convertible at the option of the holder thereof into our common stock at any time beginning October 29, 2019. The conversion price of the Note is equal to 58% of the lowest price quoted on the OTC Markets for the Companys common stock during the 30 trading days prior to the conversion date. We may prepay in full the unpaid principal and interest on the Note, with at least 20 trading days notice, (a) any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the Note together with accrued interest thereon; and (b) any time beginning on the 181st day after the issuance date and ending on the 364th day after the issuance date, by paying 150% of the principal amount of the Note together with accrued interest thereon. After the expiration of the 364th day after the issuance date, we have no right of prepayment. The Note also contains customary positive and negative covenants. A significant portion of the proceeds received from the above Carebourn LLC, Carebourn and More convertible notes were for the procurement of product for the partial delivery to a customer of the Companys new state-of-art automotive muffler/silencer technology product.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)6 Months Ended
Jun. 30, 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Basis of Presentation and Principles of ConsolidationThe accompanying condensed consolidated financial statements in this report have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Companys annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed unaudited consolidated financial statements should be read in conjunction with a reading of the Companys financial statements and notes thereto included in the Annual Report for the year ended December 31, 2016, filed with the United States Securities and Exchange Commission (the SEC) on July 31, 2018. Interim results of operations for the three and six months ended June 30, 2017, and 2016, are not necessarily indicative of future results for the full year. Certain amounts from the 2016 periods have been reclassified to conform to the presentation used in the current period. The consolidated financial statements for the period include the accounts of the Company and Carmelas. All intercompany transactions have been eliminated in consolidation.
EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.
Fair Value of Financial InstrumentsThe Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: · Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. · Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Unobservable inputs reflecting the Companys assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Companys financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. The following table represents the Companys financial instruments that are measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016 for each fair value hierarchy level: June 30, 2017 Derivative Liabilities Total Level I $ - $ - Level II $ - $ - Level III $ 1,816,876 $ 1,816,876 December 31, 2016 Level I $ - $ - Level II $ - $ - Level III $ 1,376,717 $ 1,376,717 Credit risk adjustments are applied to reflect the Companys own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Companys own credit risk as observed in the credit default swap market.
CashThe Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. We held no cash equivalents as of June 30, 2017, and December 31, 2016. Cash balances may, at certain times, exceed federally insured limits. If the amount of a deposit at any time exceeds the federally insured amount at a bank, the uninsured portion of the deposit could be lost, in whole or in part, if the bank were to fail.
Property and EquipmentProperty and equipment is stated at historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the three to five year estimated useful lives of the assets.
Revenue RecognitionThe Company records revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product/service is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured. There is no stated right of return for products/services.
ReclassificationsCertain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements.
Income TaxesThe Company utilizes the asset and liability method of accounting for income taxes. Under the asset and liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized. In the event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of June 30, 2017, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities; however, federal tax returns have not been filed since inception. Interest and penalties related to any unrecognized tax benefits is recognized in the consolidated financial statements as a component of income taxes.
Stock-Based CompensationStock-based compensation is accounted for at fair value in accordance with ASC 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. For the three and six months ended June 30, 2017, and 2016, the Company had not issued any stock-based payments to its employees.
Basic Income (Loss) Per ShareBasic income (loss) per share is calculated by dividing the Companys net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Companys net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of June 30, 2017, and 2016,the Companys outstanding convertible debt is convertible into approximately 15,545,987,579 and8,834,167,222, shares of common stock, respectively.Additionally, as of June 30, 2017, and 2016,there were warrants outstanding to purchase 179,886 shares of common stock.
Derivative Financial InstrumentsThe Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Monte Carlo simulations to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
DividendsThe Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
Advertising CostsThe Companys policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $5,951 and $8,784 for the three months ended June 30, 2017, and 2016, respectively, and $12,304 and $16,247 for the six months ended June 30, 2017, and 2016, respectively.
Impairment of Long-Lived AssetsThe Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Recent Accounting PronouncementsIn May 2014, Financial Accounts Standards Board (FASB) issued ASU No. 2014-09 , Revenue from Contracts with Customers (ASU 2014- Revenue Recognition ASU 2014-09 provides that an entity should apply a five-step approach for recognizing revenue, including (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when, or as, the entity satisfies a performance obligation. Also, the entity must provide various disclosures concerning the nature, amount and timing of revenue and cash flows arising from contracts with customers. The Company is currently working through the assessment phase of implementing this guidance. In February 2016, FASBissued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842). Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company does not anticipate this ASU having a material impact on the Companys consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07 Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a companys adoption date of Topic 606, Revenue from Contracts with Customers. The Company does not anticipate this ASU having a material impact on the Companys consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the SEC) did not or are not believed by management to have a material impact on our present or future consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)6 Months Ended
Jun. 30, 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
Fair value of financial instrumentsJune 30, 2017 Derivative Liabilities Total Level I $ - $ - Level II $ - $ - Level III $ 1,816,876 $ 1,816,876 December 31, 2016 Level I $ - $ - Level II $ - $ - Level III $ 1,376,717 $ 1,376,717

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)6 Months Ended
Jun. 30, 2017
PROPERTY AND EQUIPMENT (Tables)
Property and equipment June 30, 2017 December 31, 2016 Equipment $ 187,933 $ 187,933 Less: Accumulated depreciation (151,389 ) (140,093 ) Property and equipment, net $ 36,544 $ 47,840

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)6 Months Ended
Jun. 30, 2017
NOTES PAYABLE (Tables)
Notes payableThe activity for the three months ended June 30, 2017, and the year ended December 31, 2016, is as follows: June 30, 2017 December 31, 2016 Beginning balance $ 103,200 $ 81,300 Advances - 22,200 Payments (22,200 ) (300 ) $ 81,000 $ 103,200

ACCOUNTS AND NOTES PAYABLE RE_2

ACCOUNTS AND NOTES PAYABLE RELATED PARTIES (Table)6 Months Ended
Jun. 30, 2017
ACCOUNTS AND NOTES PAYABLE RELATED PARTIES (Table)
ACCOUNTS AND NOTES PAYABLE - RELATED PARTIES (Table) The activity for the six months ended June 30, 2017 and the year ended December 31, 2016 is as follows: June 30, 2017 December 31, 2016 Beginning balance $ 640,892 $ 483,932 Advances, net 809,694 286,053 Payments (917,824 ) (152,000 ) $ 532,762 $ 640,892

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)6 Months Ended
Jun. 30, 2017
CONVERTIBLE NOTES PAYABLE (Tables)
Summary of convertible notes payableA summary of the convertible notes payable balance as of June 30, 2017, and December 31, 2016, is as follows: June 30, 2017 December 31, 2016 Principal balance $ 528,483 $ 349,884 Unamortized discount 209,674 - Ending balance, net $ 318,809 $ 349,884
Convertible notes and related discountsThe following is a roll-forward of the Companys convertible notes and related discounts for the six months ended June 30, 2017 and the year ended December 31, 2016: Principal Balance Debt Discounts Total Balance January 1, 2016 $ 359,733 $ (40,349 ) $ 319,384 New issuances 33,000 (61,100 ) (28,100 ) Accrued interest added to convertible notes 730 - 730 Conversions (39,212 ) - (39,212 ) Cash payments (4,367 ) - (4,367 ) Amortization - 101,449 101,449 Balance December 31, 2016 349,884 - 349,884 New issuances 279,565 (279,565 ) - Conversions (43,966 ) - (43,966 ) Cash payments (57,000 ) - (57,000 ) Amortization - 69,891 69,891 Balance at June 30, 2017 $ 528,483 $ 209,674 $ 318,809

DERIVATIVE LIABILITY (Tables)

DERIVATIVE LIABILITY (Tables)6 Months Ended
Jun. 30, 2017
DERIVATIVE LIABILITY (Tables)
Fair value of the embedded derivative liabilitiesA summary of the activity related to derivative liabilitiesfor the three months ended June 30, 2017, and the year ended December 31, 2016, is as follows: June 30, 2017 December 31, 2016 Beginning Balance $ 1,376,717 $ 572,565 Initial Derivative Liability 918,068 89,176 Reclassification for note conversions (137,648 ) (100,595 ) Reclassification for note payments (187,183 ) (3,135 ) Fair Value Change (153,078 ) 812,206 Ending Balance $ 1,816,876 $ 1,376,717

CAPITAL STOCK (Tables)

CAPITAL STOCK (Tables)6 Months Ended
Jun. 30, 2017
CAPITAL STOCK (Tables)
Summary of the activity warrants outstandingA summary of the activity of the Companys outstanding warrants at June 30, 2017 and December 31, 2016 is as follows: Warrants Weighted-average exercise price Weighted-average grant date fair value Outstanding and exercisable at January 1, 2016 179,886 $ 5.50 $ 2.82 Outstanding and exercisable at December 31, 2016 179,886 $ 5.50 $ 1.82 Outstanding and exercisable at June 30, 2017 179,886 $ 5.50 $ 1.33
Schedule of weighted average number of shares and exercise priceThe following table sets forth the exercise price range, number of shares, weighted average exercise price and remaining contractual lives of the warrants by groups as of June 30, 2017: Exercise price range Number of warrants outstanding Weighted-average exercise price Weighted-average remaining life $ 3.00 59,962 $ 3.00 1.33 years $ 6.00 59,962 6.00 1.33 years $ 7.50 59,962 7.50 1.33 years 179,886 $ 5.50 1.33 years

COMMITMENTS (Tables)

COMMITMENTS (Tables)6 Months Ended
Jun. 30, 2017
COMMITMENTS (Tables)
Schedule of future minimum rental payments for operating leasesAggregate minimum annual rental payments under the non-cancelable operating leases are as follows: Remainder for year ended December 31, 2017 $ 29,425 2018 59,600 2019 60,200 2020 50,600 2021 50,825 Thereafter 83,200 Total $ 348,250

NATURE OF BUSINESS (Details Nar

NATURE OF BUSINESS (Details Narrative)6 Months Ended
Jun. 30, 2017
NATURE OF BUSINESS (Details Narrative)
State of IncorporationState of Nevada
Date of IncorporationJun. 2,
2008

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)Jun. 30, 2017Dec. 31, 2016Mar. 04, 2016Dec. 31, 2015
Derivative Liability $ 1,816,876 $ 1,376,717 $ 572,565
Level I [Member]
Derivative Liability
Level II [Member]
Derivative Liability
Level III [Member]
Derivative Liability $ 1,816,876 $ 1,376,717

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)3 Months Ended6 Months Ended
Jun. 30, 2017Jun. 30, 2016Jun. 30, 2017Jun. 30, 2016
Common stock warrants purchase, outstanding179,886 179,886 179,886 179,886
Advertising expense $ 5,951 $ 8,784 $ 12,304 $ 16,247
Debt conversion, converted instrument, shares issued15,545,987,579 8,834,167,222
Minimum [Member] | Property and Equipment [Member]
Estimated useful lives3 years
Maximum [Member] | Property and Equipment [Member]
Estimated useful lives5 years

INVENTORIES (Details Narrative)

INVENTORIES (Details Narrative) - USD ($)Jun. 30, 2017Dec. 31, 2016
INVENTORIES (Details Narrative)
Inventory $ 33,848 $ 33,848

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)Jun. 30, 2017Dec. 31, 2016
PROPERTY AND EQUIPMENT (Details)
Equipment $ 187,933 $ 187,933
Accumulated depreciation(151,389)(140,093)
Property and equipment, net $ 36,544 $ 47,840

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)3 Months Ended6 Months Ended
Jun. 30, 2017Jun. 30, 2016Jun. 30, 2017Jun. 30, 2016
PROPERTY AND EQUIPMENT (Details Narrative)
Depreciation expense $ 5,648 $ 5,536 $ 11,296 $ 10,691

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)6 Months Ended12 Months Ended
Jun. 30, 2017Dec. 31, 2016
NOTES PAYABLE (Details)
Beginning balance $ 103,200 $ 81,300
Advances 22,200
Payments(22,200)(300)
Ending balance $ 81,000 $ 103,200

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)Jan. 14, 2019Dec. 14, 2018Nov. 14, 2018Oct. 14, 2018Sep. 14, 2018Aug. 14, 2018Jul. 14, 2018Jun. 14, 2018May 14, 2018May 11, 2018Jul. 29, 2019Nov. 17, 2017May 26, 2016Mar. 31, 2017Mar. 31, 2016Jun. 30, 2017Jun. 30, 2016Dec. 31, 2016
Notes payable, principal amount $ 50,000
Accrued interest 48,516 $ 42,792
Interest expense $ 2,862 $ 1,479 $ 1,479
Two Notes [Member]
Interest expense2,400
Promissory note, issued $ 22,200
Cross Border Capital, LLC [Member]
Promissory note, issued $ 50,000
Maturity dateJan. 26,
2012
Default rate of notes payable12.00%
Litigation settlement and attorney fees, Amount $ 115,234
Promissory note to be issued $ 85,000
Repayment of promissory note $ 45,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000

ACCOUNTS AND NOTES PAYABLE - RE

ACCOUNTS AND NOTES PAYABLE - RELATED PARTIES (Details) - USD ($)6 Months Ended12 Months Ended
Jun. 30, 2017Dec. 31, 2016
ACCOUNTS AND NOTES PAYABLE - RELATED PARTIES (Details)
Beginning balance $ 640,892 $ 483,932
Advances, net809,694 286,053
Payments(917,824)(152,000)
Ending balance $ 532,762 $ 640,892

ACCOUNTS AND NOTES PAYABLE - _2

ACCOUNTS AND NOTES PAYABLE - RELATED PARTIES (Details Narrative) - USD ($)Jun. 30, 2017Dec. 31, 2016
ACCOUNTS AND NOTES PAYABLE - RELATED PARTIES (Details Narrative)
Accounts payable - related parties $ 130,085 $ 3,066

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)Jun. 30, 2017Dec. 31, 2016Dec. 31, 2015
Ending balance, net $ 318,809 $ 349,884 $ 319,384
Convertible Promissory Notes [Member]
Ending balance, net318,809 349,884
Principal balance528,483 349,884
Unamortized discount $ 209,674

CONVERTIBLE NOTES PAYABLE (De_2

CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($)3 Months Ended6 Months Ended12 Months Ended
Jun. 30, 2017Jun. 30, 2017Jun. 30, 2016Dec. 31, 2016
Beginning balance $ 349,884 $ 319,384 $ 319,384
New issuances(28,100)
Accrued interest added to convertible notes 730
Conversions $ (23,002)(43,966)(89,995)(39,212)
Cash payments(57,000)(4,367)
Amortization69,891 101,449
Ending balance318,809 318,809 349,884
Principal Balance [Member]
Beginning balance349,884 359,733 359,733
Accrued interest added to convertible notes 730
Conversions(43,966)(39,212)
Cash payments(57,000)(4,367)
Ending balance528,483 528,483 349,884
New issuances279,565 33,000
Amortization
Debt Discount [Member]
Beginning balance $ (40,349)(40,349)
Accrued interest added to convertible notes
Conversions
Cash payments
Ending balance $ 209,674 209,674
New issuances(279,565)(61,100)
Amortization $ 69,891 $ 101,449

CONVERTIBLE NOTES PAYABLE (De_3

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)Jan. 03, 2017Mar. 04, 2016Jul. 15, 2015May 05, 2015Apr. 01, 2015Feb. 09, 2015Nov. 03, 2014Oct. 09, 2014Sep. 01, 2014Apr. 07, 2014Dec. 09, 2013Jul. 31, 2015Jul. 20, 2015Apr. 17, 2014Jan. 31, 2014Nov. 30, 2013Oct. 29, 2013Jun. 30, 2017Jun. 30, 2017Jun. 30, 2016Dec. 31, 2016Dec. 31, 2015Dec. 31, 2014Oct. 09, 2015Jul. 01, 2015Apr. 15, 2015Oct. 29, 2014Oct. 17, 2014Oct. 07, 2014Aug. 27, 2014Jul. 31, 2014Jul. 15, 2014Jun. 09, 2014
Debt conversion, converted instrument, amount $ (23,002) $ (43,966) $ (89,995) $ (39,212)
Decrease in derivative liability818,207 (362,572)
Interest expense54,528 17,839
Accrued interest120,334 120,334 71,850
Derivative liability 1,816,876 1,816,876 1,376,717 $ 572,565
Amortization of the debt discount34,946 69,892 73,950
Derivative expense650,220 343,207 $ 85,863
Beaufort Capital [Member]
Principal balance of convertible notes payable $ 25,000
Convertible note, conversion, descriptionThe note is convertible by the holder at 40% of the lowest closing bid price in the twenty trading days before the conversion
Maturity dateOct. 17,
2014
Interest rate10.00%
Default rate effect15.00%
Principal balance due on note14,655 14,655 14,655
Remaining balance on notes12,500 12,500
Proceeds from sale of notes $ 12,500
Beaufort Capital [Member] | April 17, 2014 [Member]
Remaining balance on notes $ 13,500 13,500
Cresthill Associates [Member]
Principal balance of convertible notes payable $ 31,500 $ 25,000
Convertible note, conversion, descriptionThe note is convertible by the holder at 45% of the lowest closing bid price in the thirty trading days before the conversion.This note is convertible by the holder at any time at 45% of the lowest trading price in the ninety trading days before the conversion beginning six months from the issue dateThe note is convertible by the holder at 45% of the lowest last sales price in the thirty trading days before the conversion
Maturity dateNov. 5,
2016
Jul. 1,
2015
Oct. 29,
2014
Interest rate8.00%8.00%8.00%
Default rate effect12.00%12.00%
Principal balance due on note $ 9,650 $ 9,650 9,650
Remaining balance on notes $ 31,500 $ 31,500
Carmelas Pizzeria [Member]
Principal balance due on note $ 25,000
CareBourn Capital Two [Member]
Default rate effect22.00%22.00%
CareBourn Capital [Member]
Convertible note, conversion, descriptionThe note was convertible by the holder at 40% of the three lowest closing bid prices in the ninety trading days before the conversion
Maturity dateDec. 4,
2016
Interest rate12.00%
Care Bourn Three [Member]
Convertible note, conversion, descriptionThe note is convertible by the holder after 180 days at 40% of the three lowest closing bid prices in the ninety trading days before the conversion
Default rate effect22.00%22.00%
Remaining balance on notes $ 15,500 15,500
Care Bourn [Member]
Principal balance of convertible notes payable $ 33,000 $ 73,000 $ 15,500 10,620 $ 10,620
Convertible note, conversion, descriptionThe note is convertible by the holder at 40% of the three lowest closing bid prices in the ninety trading days before the conversion.note is convertible by the holder at 40% of the three lowest closing bid prices in the ten trading days before the conversion.
Maturity dateDec. 27,
2015
Apr. 20,
2016
Interest rate12.00%12.00%
Default rate effect22.00%
Principal balance due on note $ 42,912 $ 42,912 69,996
Convertible common stock, Shares677,104,695 677,104,695
Conversion price $ 0.00004 $ 0.00004
So Fran, LLC [Member]
Principal balance of convertible notes payable $ 50,000
Convertible note, conversion, descriptionThe note is convertible by the holder at 40% of the three lowest closing bid prices in the ten trading days before the conversion.
Maturity dateJan. 1,
2015
Interest rate12.00%
Principal balance due on note $ 50,000
Remaining balance on notes $ 50,000 50,000
Beaufort Capital Two [Member]
Principal balance of convertible notes payable $ 12,500
Convertible note, conversion, descriptionThe note is convertible by the holder at 55% of the lowest closing bid price in the ninety trading days before the conversion
Maturity dateMay 3,
2015
Interest rate5.00%
Remaining balance on notes12,500 12,500
LG Funding One [Member]
Principal balance of convertible notes payable $ 26,500
Convertible note, conversion, descriptionThe note is convertible by the holder at 50% of the lowest closing bid price in the ten trading days before the conversion
Maturity dateOct. 9,
2015
Interest rate8.00%
Default rate effect24.00%
Principal balance due on note23,200 23,200 23,200
LG Funding [Member]
Principal balance of convertible notes payable $ 26,500 14,740 14,740
Convertible note, conversion, descriptionThe note is convertible by the holder at 50% of the lowest closing bid price in the ten trading days before the conversion.
Maturity dateOct. 9,
2015
Interest rate8.00%
Default rate effect24.00%
Principal balance due on note4,835 4,835 19,575
Accrued interest $ 3,971 $ 3,971
Convertible common stock, Shares415,668,600 415,668,600
Conversion price $ 0.00005 $ 0.00005
Cresthill Associates [Member]
Principal balance of convertible notes payable $ 12,500
Default rate effect18.00%
Gregory Galanis [Member]
Principal balance of convertible notes payable $ 13,500
Convertible note, conversion, descriptionThe note is convertible by the holder at 45% of the lowest closing bid price in the ninety trading days before the conversion
Maturity dateApr. 15,
2015
Interest rate8.00%
Default rate effect12.00%
Principal balance due on note $ 13,500 $ 13,500 13,500
Adar Bays [Member]
Principal balance of convertible notes payable $ 37,000
Convertible note, conversion, descriptionThe note is convertible by the holder at 50% of the lowest closing bid price in the ten trading days before the conversion
Maturity dateApr. 1,
2015
Interest rate8.00%
Default rate effect16.00%
Adar Bays [Member] | April 7, 2014 [Member]
Remaining balance on notes15,842 15,842
LG Capital Funding LLC [Member]
Principal balance due on note0 $ 0 $ 0
CareBourn Capital LP [Member]
Debt conversion, converted instrument, amount13,500
Principal balance of convertible notes payable $ 5,000 $ 10,000
Convertible note, conversion, descriptionThis note is convertible by the holder at any time at 50% of the average of the three lowest trading prices in the ten trading days before the conversionThese notes are convertible by the holder at any time at 45% of the average of the three lowest trading prices in the ten trading days before the conversion
Maturity dateJun. 9,
2014
Jul. 31,
2014
Interest rate8.00%8.00%
Default rate effect12.00%12.00%
Remaining balance on notes9,000 9,000
Proceeds from sale of notes $ 9,000
CareBourn Capital LP [Member] | January 31, 2014 [Member]
Debt conversion, converted instrument, amount2,142
Remaining balance on notes $ 3,202 5,344
Convertible common stock, Shares47,603,583 47,603,583
Conversion price $ 0.00004 $ 0.00004
CareBourn Capital LP [Member] | December 9, 2013 [Member]
Remaining balance on notes $ 1,023 1,023
Asher Enterprises [Member]
Principal balance of convertible notes payable $ 22,500
Convertible note, conversion, descriptionThe note is convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion.
Maturity dateAug. 27,
2014
Interest rate8.00%
Default rate effect12.00%
Codes Capital LLC [Member] | Three Notes [Member]
Remaining balance on notes1,767
Proceeds from sale of notes13,100 13,100
Repayment of promissory note1,767 2,500
Gulfstream 1998 Irrevocable Trust [Member]
Convertible note, conversion, descriptionThese notes are convertible at 45% of the lowest trading price in the thirty trading days before the conversion.
Interest rate8.00%
Default rate effect18.00%
Care Bourn Two [Member]
Remaining balance on notes33,000 33,000
Convertible Promissory Note [Member]
Derivative liability $ 918,068
Amortization of the debt discount69,891
Derivative expense638,503 638,503
Principal balance of convertible notes payable $ 279,565 $ 2,600
Convertible note, conversion, descriptionthe Note shall bear interest at the rate of twenty-two percent (22%) per annum until the same is paid. The Conversion Price shall be 40% multiplied by the Market Price (representing a discount rate of 60%).The note was convertible by the holder at 45% of the lowest trading price in the thirty trading days before the conversion
Maturity dateDec. 30,
2018
Jul. 31,
2016
Interest rate12.00%8.00%
Default rate effect22.00%
Principal balance due on note57,000 $ 57,000
Remaining balance on notes $ 222,565 $ 2,600
Proceeds from sale of notes $ 234,600
Accrued interest600
Initial debt discount279,565
Lenders fees $ 44,965

DERIVATIVE LIABILITY (Details)

DERIVATIVE LIABILITY (Details) - USD ($)6 Months Ended12 Months Ended
Jun. 30, 2017Jun. 30, 2016Dec. 31, 2016
DERIVATIVE LIABILITY
Beginning Balance $ 1,376,717 $ 572,565 $ 572,565
Initial Derivative Liability918,068 89,176
Reclassification for note conversions(137,648)(100,595)
Reclassification for note payments(187,183)(3,135)
Fair Value Change(153,078) $ 113,938 812,206
Ending Balance $ 1,816,876 $ 1,376,717

DERIVATIVE LIABILITY (Details N

DERIVATIVE LIABILITY (Details Narrative) - USD ($)3 Months Ended6 Months Ended12 Months Ended
Jun. 30, 2017Jun. 30, 2017Jun. 30, 2016Dec. 31, 2016Mar. 04, 2016Dec. 31, 2015
Derivative liabilities $ 1,816,876 $ 1,816,876 $ 1,376,717 $ 572,565
Risk-free interest rate1.22% 0.76%
Volatility369.00% 225.00%
Derivative expense650,220 $ 343,207 $ 85,863
Initial derivative liability expense683,468 28,075
Fair value change in derivative liability(153,078) $ 113,938 $ 812,206
Reclassification for note payments $ (187,183) $ (3,135)
Minimum [Member]
Risk-free interest rate1.19%
Volatility227.00%
Maximum [Member]
Risk-free interest rate1.24%
Volatility256.00%
Convertible Notes [Member]
Derivative liabilities1,816,876 $ 1,816,876 $ 1,376,717
June 2, 2008 [Member]
Derivative liabilities $ 918,068 $ 918,068

CAPITAL STOCK (Details)

CAPITAL STOCK (Details) - $ / sharesJun. 30, 2017Dec. 31, 2016Dec. 31, 2015
Warrants
Outstanding and exercisable179,886 179,886 179,886
Weighted-average exercise price
Outstanding and exercisable ending balance, Weighted-average exercise price $ 5.50 $ 5.50 $ 5.50
Weighted-average grant date fair value
Outstanding and exercisable ending balance, Weighted-average grant date fair value $ 2.82 $ 1.82 $ 1.33

CAPITAL STOCK (Details 1)

CAPITAL STOCK (Details 1) - $ / shares6 Months Ended
Jun. 30, 2017Dec. 31, 2016Dec. 31, 2015
Number of warrants outstanding179,886 179,886 179,886
Weighted-average exercise price $ 5.50 $ 5.50 $ 5.50
Weighted-average remaining life1 year 3 months 29 days
$3.00 [Member] | Warrant [Member]
Number of warrants outstanding59,962
Weighted-average exercise price $ 3
Weighted-average remaining life1 year 3 months 29 days
$6.00 [Member] | Warrant [Member]
Number of warrants outstanding59,962
Weighted-average exercise price $ 6
Weighted-average remaining life1 year 3 months 29 days
$7.50 [Member] | Warrant [Member]
Number of warrants outstanding59,962
Weighted-average exercise price $ 7.50
Weighted-average remaining life1 year 3 months 29 days

CAPITAL STOCK (Details Narrativ

CAPITAL STOCK (Details Narrative) - USD ($)3 Months Ended6 Months Ended12 Months Ended
Jun. 30, 2017Jun. 30, 2017Jun. 30, 2016Dec. 31, 2016Dec. 31, 2013Jul. 29, 2019Jul. 15, 2013
Common stock, par value $ 0.001 $ 0.001 $ .001
Common stock, Authorized6,450,000,000 6,450,000,000 6,450,000,000
Common stock, shares issued3,008,287,961 3,008,287,961 1,867,911,083
Common stock, shares outstanding3,008,287,961 3,008,287,961 1,867,911,083
Common stock issued upon conversion, shares1,140,376,878
Common stock issued upon conversion, amount $ 43,966 $ 89,686
Common stock issued for convertible notes and accrued interest $ 6,044
Conversion price $ 0.00004 $ 0.0001
Preferred stock, par value $ 0.001 $ 0.001 $ 0.001
Preferred stock, authorized shares50,000,000 50,000,000 50,000,000
Preferred stock, issued shares, value
Debt conversion, converted instrument, amount $ (23,002) $ (43,966) $ (89,995) $ (39,212)
Percent of convertible common stock100.00%
Percent of stated value45.00%
Warrant to purchase of common stock179,886
Series B Preferred Stock [Member]
Preferred stock, authorized shares100,000 100,000 100,000 100,000
Preferred stock, issued shares44,000 44,000 44,000 44,000
Preferred stock, outstanding shares44,000 44,000 44,000
Series A Preferred Stock [Member]
Preferred stock, authorized shares100,000 100,000 100,000
Preferred stock, issued shares96,623 96,623 96,623
Preferred stock, outstanding shares96,623 96,623 96,623
Voting right, shares7,000 7,000
Series D Preferred Stock [Member]
Preferred stock, authorized shares1,000 1,000 1,000
Preferred stock, issued shares1,000 1,000 1,000
Preferred stock, outstanding shares1,000 1,000 1,000
Year Three [Member]
Warrant to purchase of common stock59,962
Warrant exercise price7.50
Year Two [Member]
Warrant to purchase of common stock59,962
Warrant exercise price6.00
Year One [Member]
Warrant to purchase of common stock59,962
Warrant exercise price3.00

COMMITMENTS (Details)

COMMITMENTS (Details)Jun. 30, 2017USD ($)
COMMITMENTS (Details)
Remainder for year ended December 31, 2017 $ 29,425
201859,600
201960,200
202050,600
202150,825
Thereafter83,200
Total $ 348,250

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - USD ($)3 Months Ended6 Months Ended
Jun. 30, 2017Jun. 30, 2016Jun. 30, 2017Jun. 30, 2016
COMMITMENTS (Details Narrative)
Rent expense $ 16,400 $ 16,250 $ 29,350 $ 27,950

GOING CONCERN AND MANAGEMENT_S

GOING CONCERN AND MANAGEMENT?S PLANS (Details Narrative)Jan. 04, 2018USD ($)
Mr. Heineman [Member]
Debt obligations $ 193,283

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)Jul. 08, 2019Jul. 05, 2019Jan. 14, 2019Dec. 14, 2018Nov. 14, 2018Oct. 14, 2018Sep. 14, 2018Aug. 14, 2018Jul. 14, 2018Jun. 14, 2018May 14, 2018May 11, 2018Jan. 04, 2018Jul. 29, 2019Jun. 28, 2019Jun. 26, 2019Jan. 16, 2018Dec. 19, 2017Nov. 28, 2017Nov. 17, 2017Jun. 30, 2017Jun. 30, 2016Aug. 31, 2018Jun. 30, 2019Jun. 30, 2017Jun. 30, 2016May 31, 2019Jan. 02, 2018Dec. 07, 2017Nov. 21, 2017Dec. 31, 2016
Preferred stock, authorized shares 50,000,000 50,000,000 50,000,000
Common stock, authorized shares6,450,000,000 6,450,000,000 6,450,000,000
Common stock, par value $ 0.001 $ 0.001 $ .001
Interest expenses $ 66,085 $ 48,185 $ 131,423 $ 114,380
Professional fees $ 919 $ 15,869 $ 1,833 $ 37,643
Minimum [Member] | Property and Equipment [Member]
Allocated shares1,000
Ownership percentage100.00%
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Carebourn LLC [Member]
Convertible principal amount $ 922,646 $ 1,086,288 $ 1,436,128
Interest rate10.00%10.00%10.00%
Convertible note, due dateJul. 8,
2020
Jul. 29,
2020
Jun. 28,
2020
Transactional costs $ 70,146 $ 75,788 $ 100,195
Convertible debt, terms of conversion featureThe conversion price of the Note is equal to 58% of the lowest price quoted on the OTC Markets for the Company’s common stock during the 30 trading days prior to the conversion date.The conversion price of the Note is equal to 58% of the lowest price quoted on the OTC Markets for the Company’s common stock during the 30 trading days prior to the conversion date.
Interest expenses $ 92,264 108,629 $ 143,613
Professional fees $ 17,500 $ 7,500 $ 33,007
Prepayment descriptionWe may prepay in full the unpaid principal and interest on the Note, with at least 20 trading days’ notice, (a) any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the Note together with accrued interest thereon; and (b) any time beginning on the 181st day after the issuance date and ending on the 364th day after the issuance date, by paying 150% of the principal amount of the Note together with accrued interest thereon. After the expiration of the 364th day after the issuance date, we have no right of prepayment.We may prepay in full the unpaid principal and interest on the Note, with at least 20 trading days’ notice, (a) any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the Note together with accrued interest thereon; and (b) any time beginning on the 181st day after the issuance date and ending on the 364th day after the issuance date, by paying 150% of the principal amount of the Note together with accrued interest thereon. After the expiration of the 364th day after the issuance date, we have no right of prepayment.We may prepay in full the unpaid principal and interest on the Note, with at least 20 trading days’ notice, (a) any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the Note together with accrued interest thereon; and (b) any time beginning on the 181st day after the issuance date and ending on the 364th day after the issuance date, by paying 150% of the principal amount of the Note together with accrued interest thereon. After the expiration of the 364th day after the issuance date, we have no right of prepayment.
Subsequent Event [Member] | Asset Purchase Agreement [Member] | More Capital, LLC [Member]
Convertible principal amount $ 215,000
Interest rate10.00%
Convertible note, due dateJun. 28,
2020
Transactional costs $ 15,000
Convertible debt, terms of conversion featureThe conversion price of the Note is equal to 58% of the lowest price quoted on the OTC Markets for the Company’s common stock during the 30 trading days prior to the conversion date.
Interest expenses $ 21,500
Prepayment descriptionWe may prepay in full the unpaid principal and interest on the Note, with at least 20 trading days’ notice, (a) any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the Note together with accrued interest thereon; and (b) any time beginning on the 181st day after the issuance date and ending on the 364th day after the issuance date, by paying 150% of the principal amount of the Note together with accrued interest thereon. After the expiration of the 364th day after the issuance date, we have no right of prepayment.
Subsequent Event [Member] | Series E Preferred Stock [Member]
Convertible preferred stock terms of conversionThe Series E Preferred Stock is convertible into a number of shares of common stock that equals 85% of the shares issued and outstanding, post conversion. terms of the Certificate of Designation of the Series E Preferred Stock include conversion rights that in the aggregate convert to on a post conversion basis, 85% of the Company’s issued and outstanding common stock at the time of conversion.
Preferred stock shares reserved for future issuance1,000 1,000
Subsequent Event [Member] | Series E Preferred Stock [Member] | Asset Purchase Agreement [Member]
Convertible debt, terms of conversion featureThe Series E Preferred Stock is convertible into 85% of our common stock under certain terms and conditions.
Subsequent Event [Member] | Series F Preferred Stock [Member]
Preferred stock shares reserved for future issuance1,000
Subsequent Event [Member] | Amended and Restated Articles [Member]
Preferred stock, authorized shares50,000,000
Common stock, authorized shares6,450,000,000
Common stock, par value $ 0.001
Capital stock, authorized shares6,500,000,000
Subsequent Event [Member] | Convertible Promissory Notes [Member] | JanuaryApril 1, 2017 [Member]
Debt conversion converted instrument shares issued395,567,636
Debt conversion amount converted $ 10,525
Debt instrument interest converted amount $ 6,027
Conversion price $ 0.00004
Cross Border Capital, LLC [Member]
Litigation settlement and attorney fees, Amount $ 115,234
Repayment of promissory note $ 45,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000
Promissory note to be issued $ 85,000
Cross Border Capital, LLC [Member] | Subsequent Event [Member]
Litigation settlement and attorney fees, Amount $ 115,234
Repayment of promissory note $ 45,000 $ 5,000
Promissory note to be issued $ 85,000
Promissory note payment descriptionThe Company remitted 4 payments of $5,000 each during the months of May 2018 through August 2018, and is in default of the Promissory Note.
Carebourn 2017 Note [Member] | Subsequent Event [Member] | Convertible Promissory Notes [Member]
Convertible principal amount $ 552,000
Interest rate12.00%
Convertible note, due dateDec. 19,
2018
Original issue discount $ 72,000
Transactional costs25,000
Daily payments of principal500
Additional fund of promissory note $ 361,000
Event of default, descriptionThe Note shall bear interest at the rate of twenty-two percent (22%) per annum until the same is paid.
Convertible debt, terms of conversion featureThe Conversion Price shall be 50% multiplied by the Market Price (representing a discount rate of 50%). Market Price means the lowest Trading Price for the Common Stock during the twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.
Edward Carter [Member] | Subsequent Event [Member] | Series E Preferred Stock [Member]
Preferred stock shares reserved for future issuance500
Clifford Rhee [Member] | Subsequent Event [Member] | Series E Preferred Stock [Member]
Preferred stock shares reserved for future issuance500
Ngen Technologies Korea, LTD [Member] | Subsequent Event [Member] | Asset Purchase Agreement [Member]
Promissory note to be issued $ 7,000,000
Interest rate5.00%
Convertible note, due dateJan. 16,
2022
Executive Officers And dDrectors [Member] | Subsequent Event [Member] | Series E Preferred Stock [Member] | Asset Purchase Agreement [Member]
Allocated shares990
Ownership percentage99.00%