10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________.

Commission File Number: 000-55154

INTELLIGENT HIGHWAY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	30-0680119
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2376 Gold River Rd, Suite 100

Rancho Cordova, CA 95670

(Address of principal executive offices (Zip Code)

720) 460-1390

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ] (do not check if smaller reporting company)	Smaller reporting company [X]
Emerging Growth Company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

As of November 20, 2017, there is 9,079,042,257 shares of common stock, $0.00001 par value outstanding.

INTELLIGENT HIGHWAY SOLUTIONS, INC.

TABLE OF CONTENTS

FORM 10-Q REPORT

September 30, 2017

		Page
		Number
PART I - FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Consolidated Interim Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	26
Item 4.	Controls and Procedures.	27
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	28
Item 1A.	Risk Factors.	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	28
Item 3.	Defaults Upon Senior Securities.	28
Item 4.	Mine Safety Disclosures.	28
Item 5.	Other Information.	28
Item 6.	Exhibits.	28
SIGNATURES		29

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

INTELLIGENT HIGHWAY SOLUTIONS

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2017			December 31, 2016
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	130,089		$	1,002
Contracts receivable, net		685,451			-
Costs and estimated earnings in excess of billings on uncompleted contracts		-			-
Prepaid expenses		11,525			-
Total current assets		827,065			1,002
Property and equipment, net of accumulated depreciation of $29,688 and $8,101		81,258			320
Intangible assets, net of accumulated amortization of $141,765 and $0		1,522,612			-
Goodwill		-			-
Total assets	$	2,430,935		$	1,322
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	752,449		$	219,098
Billings in excess of costs and estimated earnings on uncompleted contracts		62,750			-
Accrued expenses and other liabilities		1,813,230			1,661,776
Accrued interest		569,066			277,829
Notes payable, current portion		587,803			258,609
Convertible notes payable, current portion, net of discounts and issue costs of $230,070 and $1,581		1,366,729			986,163
Notes payable, related party, current portion		7,496			7,396
Credit line payable		500,000			-
Derivative liability		2,163,181			11,855,072
Total current liabilities		7,822,704			15,265,943
Notes payable, net of current portion		1,018,504			-
Total liabilities		8,841,208			15,265,943
Stockholders’ deficit
Series A convertible preferred stock, $0.00001 par value; 10,000,000 shares authorized; 10,000,000 and 2,500,000 issued and outstanding at September 30, 2017 and December 31, 2016, respectively		100			25
Common stock, $0.00001 par value; 10,000,000,000 shares authorized; 8,585,083,257 and 2,915,701,670 issued; 8,585,033,257 and 2,915,651,670 outstanding at September 30, 2017 and December 31, 2016, respectively		85,851			29,157
Additional paid-in capital		7,955,298			7,009,783
Treasury stock, 50,000 shares at $.084 per share		(4,200	)		(4,200	)
Accumulated deficit		(14,402,903	)		(22,299,386	)
Total Intelligent Highway Solutions stockholders’ deficit		(6,365,854	)		(15,264,621	)
Non-controlling interest in subsidiary		(44,419	)		-
Total liabilities and stockholders’ deficit	$	2,430,935		$	1,322

See accompanying notes to condensed consolidated financial statements.

3

INTELLIGENT HIGHWAY SOLUTIONS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30
	2017			2016			2017			2016
Revenue	$	1,186,266		$	-		$	3,215,589		$	-
Cost of sales		1,149,731			-			3,080,147			-
Gross profit		36,535			-			135,442			-
Operating expenses
Salaries and wages		41,443			41,443			124,328			121,064
General and administrative		161,931			87,070			709,611			277,057
Total operating expenses		203,374			128,513			833,939			398,121
Loss from operations		(166,839	)		(128,513	)		(698,497	)		(398,121	)
Other income (expense)
Gain (loss) on extinguishment of debt		(459,587	)		-			(459,587	)		2,142
Gain on sale of fixed assets		-			2,800			-			16,550
Gain (loss) on derivative fair value adjustment		(443,974	)		131,728			10,073,464			350,003
Penalties on notes convertible payable		(298,321	)		-			(298,321	)		-
Excess derivative liability charged to interest		(236,348	)		-			(301,342	)		(36,631	)
Interest expense		(308,292	)		(69,017	)		(463,653	)		(373,066	)
Total other income (expense)		(1,746,522	)		65,511			8,550,561			(41,002	)
Income (loss) before income taxes		(1,913,361	)		(63,002	)		7,852,064			(439,123	)
Income tax expense		-			-			-			-
Net income (loss) before non-controlling interest		(1,913,361	)		(63,002	)		7,852,064			(439,123	)
Net loss attributable to non-controlling interest		(13,574	)		-			(44,419	)		-
Net income (loss) attributable to Intelligent Highway Solutions	$	(1,899,787	)	$	(63,002	)	$	7,896,483		$	(439,123	)
Basic income (loss) per common share	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
Diluted income (loss) per common share	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
Basic weighted average shares outstanding		7,567,549,490			2,775,651,670			5,096,514,654			2,759,729,929
Diluted weighted average shares outstanding		7,567,549,490			2,775,651,670			33,865,904,731			2,759,729,929

See accompanying notes to condensed consolidated financial statements.

4

INTELLIGENT HIGHWAY SOLUTIONS

STATEMENTS OF CASH FLOWS

UNAUDITED

	Nine Months Ended September 30,
	2017			2016
Cash flows from operating activities
Net income (loss) before non-controlling interest	$	7,852,064		$	(439,123	)
Adjustments to reconcile net loss to net cash used in operating activities:
Preferred stock issued for services		6,750			-
Common stock issued for services		42,000			-
Depreciation		21,586			4,204
Gain on derivative fair value adjustment		(10,073,464	)		(350,003	)
Amortization of deferred loan costs		10,261			15,219
Amortization of debt discount		173,979			243,052
Loss on extinguishment of debt		459,587			-
Increase in convertible notes payable for default penalties		298,321			-
Amortization of intangible assets		141,765			-
Expenses paid on behalf of company		153,515			53,880
Excess derivative liability charged to interest		301,342			36,631
Changes in operating assets and liabilities
Contracts receivable		(89,112	)		-
Prepaid expenses		(11,525	)		-
Earnings in excess of billings		14,981			-
Billings in excess of cost		60,923			-
Accounts payable		66,088			38,954
Accrued interest		286,724			96,740
Accrued expenses and other liabilities		120,695			227,559
Net cash used in operating activities		(163,520	)		(72,887	)
Cash flows from investing activities
Cash acquired in acquisition		160,466			-
Net cash used in investing activities		160,466			-
Cash flows from financing activities
Repayments on bank overdraft		-			(2,981	)
Proceeds from notes payable		-			75,770
Repayments of notes payable		(16,852	)		-
Proceeds from convertible notes payable		151,300			-
Repayments of convertible notes payable		(2,407	)		-
Net proceeds from related party payables		100			396
Net cash provided by financing activities		132,141			73,185
Change in cash and cash equivalents		129,087			298
Cash at beginning of period		1,002			-
Cash at end of period	$	130,089		$	298
Supplemental disclosures of cash flow information
Cash paid for interest	$	2,950		$	-
Cash paid for income taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Common stock issued for note conversion	$	235,101		$	5,825
Common stock issued for accrued interest conversion	$	43,057		$	-
Original issue discounts and debt issue costs on convertible notes payable	$	32,935		$	83,122
Initial measurements of derivative liabilities recorded as debt discounts	$	357,567		$	100,097
Advance from credit line paid directly to seller for acquisition of Cresent Construction	$	500,000		$	-

See accompanying notes to condensed consolidated financial statements.

5

INTELLIGENT HIGHWAY SOLUTIONS, INC.

Notes to Unaudited Condensed Financial Statements

September 30, 2017

NOTE 1 – SUMMARY OF BUSINESS

Organization, Nature of Business and Trade Name

Intelligent Highway Solutions, Inc. (the “Company” or “IHS”) was formed on April 22, 2011. IHS is a technology based intelligent highway solutions contractor. Through June 30, 2013, the Company’s primary focus was in the California transportation market providing services that range from providing labor, materials, and related equipment for corrective service and maintenance services for the State’s transportation infrastructure. Since that time, the Company has devoted its time to electrical service contracts. Additionally, the Company intends to develop transportation technology services that enable vehicles, roads, traffic lights, message signs, and other elements to become “intelligent” by embedding them with microchips and sensors and by empowering them to communicate with each other via wireless technologies. The acceleration of data collection and communication will allow state governments to improve transportation system performance by reducing congestion and increasing both traveler safety and convenience.

On March 9, 2017, the Company, through a special purpose entity in which the Company has a controlling interest and 80% ownership, acquired the outstanding ownership interests in Cresent Construction Company, a full service general contracting firm. The Company will continue to perform general contracting services as it continues its development of transportation technologies.

NOTE 2 – UNAUDITED CONDENSED CONSOLDIATED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated interim financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the periods ended September 30, 2017 and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2016 audited financial statements. The results of operations for the periods ended September 30, 2017 are not necessarily indicative of the operating results for the full year.

NOTE 3 – GOING CONCERN

The Company’s unaudited condensed consolidated interim financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of September 30, 2017, the Company has an accumulated deficit of $14,402,903 a working capital deficit of $6,995,639, continued losses from operations and significant tax liabilities as discussed in Note 11 – Commitments and Contingencies which raises substantial doubt of the Company’s ability to continue as a going concern. While the Company has recently established an ongoing source of revenues, we do not anticipate it to be sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying unaudited condensed interim financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

6

NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of consolidated financial statements in 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred.

Actual results could differ from those estimates. The Company’s condensed consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Cash

The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The company does not have cash equivalents as of September 30, 2017 or December 31, 2016.

Loss on Extinguishment of Debt

During the nine months ended September 30, 2017, the Company entered into a convertible note payable in exchange for two non-convertible notes payable and two convertible notes payable. The exchange was accounted for as a debt modification and the Company recognized a loss from the exchange of $61,546 as the difference in principal and accrued interest outstanding on the existing notes payable and the principal balance of the new convertible note payable. Additionally, the Company recorded a loss on the exchange of debt from the initial measurement of an embedded derivative liability on the convertible note payable of $451,254 and a gain from derivative liabilities on the existing convertible notes payable of $53,213 for a total loss on the exchange of debt of $459,587 for the three and nine months ended September 30, 2017.

Property, Plant and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

Depreciation is computed over the estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

	Estimated Useful Life
Furniture and fixtures	3 - 5 years
Machinery and equipment	5 years
Vehicles	5 years

7

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method. Balances of each asset class as of September 30, 2017 and December 31, 2016 were:

	September 30, 2017			December 31, 2016
Machinery and equipment	$	2,676		$	2,149
Furniture and fixtures		14,103			6,273
Leasehold improvements		37,270			-
Vehicles		56,897			-
Sub Total	$	110,946		$	8,422
Accumulated depreciation		(29,688	)		(8,102	)
Total	$	81,258		$	320

Depreciation expense for the three months ended September 30, 2017 and 2016 was $10,633 and $483, respectively.

Depreciation expense for the nine months ended September 30, 2017 and 2016 was $21,586 and $4,204, respectively.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following at September 30, 2017 and December 31, 2016:

	September 30, 2017		December 31, 2016
Payroll tax liabilities	$	761,396	$	761,396
Other payroll accruals		290,980		162,765
Federal and state income taxes payable		127,141		128,741
Accrued consulting fees due to management		455,712		439,876
Other		178,001		168,998
Total	$	1,813,230	$	1,661,776

Other accrued expenses mainly consist of accrued consulting fees due to management and other consulting firms. Of the $127,141 and $128,741 accrued for federal and state income taxes payable at September 30, 2017 and December 31, 2016, $127,141 relates to the federal income tax payable as discussed in Note 11 and $1,600 relates to state income taxes payable as of December 31, 2016.

Revenues and Cost of Revenues

Revenues from fixed-price and cost-plus contracts are recognized on the percentage of completion method, whereby revenues on long-term contracts are recorded on the basis of the Company’s estimates of the percentage of completion of contracts based on the ratio of the actual cost incurred to total estimated costs. This cost-to-cost method is used because management considers it to be the best available measure of progress on these contracts. Revenues from cost-plus-fee contracts are recognized on the basis of costs incurred during the period plus the fee earned, measured on the cost-to-cost method.

Cost of revenues include all direct material, sub-contract, labor, and certain other direct costs, as well as those indirect costs related to contract performance, such as indirect labor and fringe benefits. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changed in job performance, job conditions and estimated profitability may result in revisions to cost and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. Claims for additional contract revenue are recognized when realization of the claim in probable and the amount can be reasonably determined.

Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts

The following is a summary of the contracts in progress at September 30, 2017 and December 31, 2016:

	September 30, 2017			December 31, 2016
Costs incurred on uncompleted contracts	$	2,198,605		$	-
Profit earned on uncompleted contracts		121,602			-
		2,320,207			-
Billings to date		(2,382,957	)		-
	$	(62,750	)	$	-

This amount is included in the accompanying balance sheet under the following captions at September 30, 2017 and December 31, 2016:

	September 30, 2017		December 31, 2016
Billings in excess of costs and estimated earnings on uncompleted contracts	$	62,750	$	-

8

Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Derivative Liabilities

The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair market values of derivative liabilities over the life of the convertible notes.

Net Income (Loss) Per Share

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the specified period. Diluted earnings per common share is computed by dividing net income (loss) by the weighted average number of common shares and potential common shares during the specified period. For the nine months ended September 30, 2017, there was 28,859,390,077 such potentially dilutive shares included in the diluted weighted average shares outstanding. During the three months ended September 30, 2017 and the three and nine months ended September 30, 2016 potential common shares are not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. The potentially dilutive shares arise from the following instruments:

	2017
Convertible notes payable and accrued interest		28,769,390,077
Series A convertible preferred stock		90,000,000
Total		28,859,390,077

Recent Accounting Pronouncements

In February 2015, the FASB issued ASC 2015-02, “Consolidation (Topic 810) - Amendments to the Consolidation Analysis.” This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. The Company adopted has this standard and determined it does not have a significant impact on its consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” This update eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. The new standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company has adopted this guidance and the adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows for the three or nine months ended September 30, 2017 or 2016.

9

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The amendments in this update simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted the new guidance on January 1, 2017. The primary impact of adoption was the recognition of excess tax benefits in our provision for income taxes rather than paid-in capital. However, as the Company has a full valuation allowance against its deferred tax asset, a corresponding adjustment was recorded to increase the valuation allowance.

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. The amendments in this update simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. This update is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 31, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing after January 1, 2017. The Company notes that this guidance applies to its reporting requirements and will implement the new guidance accordingly in performing goodwill impairment testing; however, the Company does not believe this update will have a material impact on the consolidated financial statements.

Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company.

NOTE 5 – DERIVATIVE LIABILITIES

As discussed in Note 4, on a recurring basis, we measure certain financial assets and liabilities based upon the fair value hierarchy. The following table presents information about the Company’s liabilities measured at fair value as of September 30, 2017 and December 31, 2016:

	Level 1		Level 2		Level 3		Fair Value at September 30, 2017
Liabilities
Derivative Liability	$	-	$	-	$	2,163,181	$	2,163,181

	Level 1		Level 2		Level 3		Fair Value at December 31, 2016
Liabilities
Derivative Liability	$	-	$	-	$	11,855,072	$	11,855,072

As of September 30, 2017, the Company had a $2,163,181 derivative liability balance on the balance sheet and recorded a loss from derivative liability fair value adjustment of $443,974 and a gain of $10,073,464 during the three and nine months ended September 30, 2017. The Company assessed its outstanding convertible notes payable as summarized in Note 8 – Convertible Notes Payable and determined certain convertible notes payable with variable conversion features contain embedded derivatives and are therefore accounted for at fair value under ASC 920, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments.

During the nine months ended September 30, 2017, the Company recorded derivative liabilities totaling $1,110,163. Of this amount, $451,254 was recorded as a loss on the extinguishment f debt as discussed in Note 4 – Significant Accounting Policies, $357,567 as a debt discount which is the amount of derivative liability at initial measurement up to the face value of the underlying convertible note payable and $301,342 as interest expense from the excess derivative liability upon initial measurement beyond the face value of the underlying convertible note payable.

Utilizing Level 3 Inputs, the Company recorded fair market value adjustments related to convertible notes payable for the three months ended September 30, 2017 and 2016 of $(443,974) and $131,728 and fair value adjustments related to the convertible notes payable for the nine months ended September 30, 2017 and 2016 of $10,073,464 and $350,003, respectively. The fair market value adjustments were calculated utilizing the Black-Sholes method using the following assumptions: risk free rates of 0.96% to 1.31%, dividend yield of 0%, expected lives of 0.10 to 1 years, and volatility between 318% and 544%.

A summary of the activity of the derivative liability for the nine months ended September 30, 2017 is shown below:

Balance at December 31, 2016	$	11,855,072
Derivative liabilities recorded		1,110,163
Change due to note conversion		(675,377	)
Fair value adjustment		(10,073,464	)
Balance at September 30, 2017	$	2,163,181

A summary of the activity of the derivative liability for the nine months ended September 30, 2016 is shown below:

Balance at December 31, 2015	$	1,005,791
Derivative liabilities recorded		100,097
Change due to note conversion		(18,978	)
Fair value adjustment		(350,003	)
Balance at September 30, 2016	$	736,907

NOTE 6 – CONCENTRATIONS OF RISK

Our revenues during the three and nine months ended September 30, 2017 were generated completely from nine clients. The loss of any of these clients will have a material adverse impact on our business. There were no revenues earned during the three or nine months ended September 30, 2016.

10

NOTE 7 – NOTES PAYABLE

The Company has entered into various debt agreements to fund operations. A summary of outstanding non-convertible notes payable is as follows:

	September 30, 2017		December 31, 2016
Note payable to non-related party, unsecured, due on September 1, 2014, interest rate of 0%. Currently in default. Principal due on demand.	$	20,000	$	20,000
Note payable to non-related party, unsecured, due on December 31, 2014, interest rate of 0%. Currently in default. Principal due on demand.		5,000		5,000
Note payable to non-related party, secured by vehicles owned by the Company, due on October 22, 2016, interest rate of 15%. Currently in default. Principal and accrued interest due on demand.		100,000		100,000
Note payable to non-related party, unsecured, due on April 29, 2016, interest rate of 8%. Currently in default. Principal and accrued interest due on demand.		-		33,000
Note payable to non-related party, unsecured, due on June 22, 2016, interest rate of 8%. Currently in default. Principal and accrued interest due on demand.		-		73,455
Sale of future receivable to non-related party, secured by future accounts receivable, due on December 31, 2016. Principal due as future accounts receivable are collected.		27,154		27,154
Seller’s note from acquisition of Cresent Construction Company, due on March 31, 2022, interest rate of 6%. Semi-annual payments of $152,693 due in February and August required through maturation. There have been no payments on this note to date with the first being due no earlier than August 9, 2017. Payments are required upon 30 days’ written notice by the noteholder. The Company has not yet received the required written notice from the holder regarding payment being due.		1,300,000		-
Bonding note from acquisition of Cresent Construction Company, due on March 31, 2020, interest rate of 8%. Monthly payments of $7,834 required through maturation.		146,892		-
Vehicle loans. Secured by vehicles of Cresent Construction Company		7,261		-
Total principal outstanding		1,606,307		258,609
Less: debt discounts		-		-
Total balance	$	1,606,307	$	258,609

Required principal payments from September 30, 2017 forward are as follows:

2017	$	298,379
2018		335,102
2019		263,757
2020		270,965
2021		287,678
2022		150,426
Total	$	1,606,307

There was $124,344 and $27,377 of accrued interest payable on non-convertible notes payable as of September 30, 2017 and December 31, 2016.

11

NOTE 8 – CONVERTIBLE NOTES PAYABLE

The Company has entered into various convertible debt agreements to fund operations. A summary of outstanding convertible notes payable is as follows:

	September 30, 2017		December 31, 2016
Convertible note payable to non-related party, unsecured, interest of 10%, due on February 13, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.	$	50,000	$	50,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on April 8, 2016. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		15,000		15,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on March 21, 2016. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		30,000		30,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on May 9, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		50,000		50,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on November 4, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		25,000		25,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on July 15, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		50,000		50,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on September 3, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		25,000		25,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on October 31, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		25,000		25,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on October 21, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		20,000		20,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on December 30, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		45,000		45,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on March 26, 2016. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		25,000		25,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on April 26, 2013. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		30,000		30,000
Convertible note payable to non-related party, interest of 10%, unsecured, due on June 11, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the five days prior to conversion. The Company may not repay the convertible note in cash.		59,800		59,800
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on December 12, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 40% discount from the lowest closing bid price during the fifteen days prior to conversion. The Company may not repay the convertible note in cash.		128,087		55,000
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on July 7, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest closing bid price during the fifteen days prior to conversion. The Company may not repay the convertible note in cash.		27,466		27,466
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on August 6, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest closing bid price during the fifteen days prior to conversion. The Company may not repay the convertible note in cash.		28,269		-

12

Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 15, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	29,419	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 15, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	-	20,134
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on June 25, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	9,245	5,500
Convertible note payable to non-related party, interest rate of 8%, unsecured, due on July 7, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	-	77,947
Convertible note payable to non-related party, interest rate of 8%, unsecured, due on July 7, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	117,198	80,236
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on June 15, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	19,372	11,500
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on April 3, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	5,500	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 10, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	11,250	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on September 25, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	36,430	-

13

Convertible note payable to non-related party, interest rate of 12%, unsecured, due on April 15, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	147,463	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 20, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	15,000	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on April 14 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	38,500	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on February 16, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	11,500
		-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on July 1, 2017. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	69,990	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 19, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash.	-	60,000
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on September 30, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash.	25,600	47,000
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on August 19, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash.	16,018	16,018
Convertible note payable to non-related party, interest rate of 22%, unsecured, due on October 12, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion. The Company may not repay the convertible note in cash.	58,941	58,941

14

Convertible note payable to non-related party, interest rate of 12%, unsecured, due on August 30, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion. The Company may not repay the convertible note in cash.		36,000			36,000
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on November 3, 2017. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion effective May 3, 2017. The Company may not repay the note in cash.		47,725			16,500
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 11, 2018. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the lowest three intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.		38,525			-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on June 30, 2018. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the lowest three intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.		39,100			-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on August 7, 2018. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the lowest three intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.		86,250			-
Convertible note payable to non-related party, interest rate of 15%, default interest rate of 22%, unsecured, due on September 11, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 60% discount from the average of the the three lowest trading prices during the twenty five days prior to conversion. The Company may not repay the convertible note in cash.		16,651			16,651
Convertible note payable to non-related party, interest rate of 12%, default interest rate of 20%, unsecured, due on May 3, 2018. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest trading price during the twenty five days prior to conversion with a floor of $0.00005. The Company may not repay the convertible note in cash.		87,500			-
Convertible note payable to non-related party, interest rate of 22%, unsecured, due on October 28, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 60% discount from the average of the three lowest trading prices during the twenty five trading days prior to conversion. The Company may not repay the convertible note in cash.		-			9,050
Total principal outstanding		1,596,799			987,744
Less: debt discounts		(230,070	)		(1,581	)
Total balance	$	1,366,729		$	986,163

15

Required principal payments from September 30, 2017 forward are as follows:

2017	$	1,079,781
2018		517,018
Total	$	1,596,799

There was $44,722 and $250,452 of accrued interest payable on convertible notes payable as of September 30, 2017 and December 31, 2016.

The Company has recorded a derivative liability for each convertible note payable with a variable conversion rate. See Note 5 for further discussion.

During the nine months ended September 30, 2017, the Company accrued default penalties on convertible notes payable of $298,321. The default penalties represent agreed upon penalties as stipulated by the individual convertible note agreements calculated as a percentage of principal outstanding as of the date of default.

16

NOTE 9 – RELATED PARTY TRANSACTIONS

During the year ended December 31, 2014, the Company received an interest free $8,000 loan from a related party to fund operations. The loan is unsecured, due on demand and as such is included in current liabilities. There was $5,000 due as of September 30, 2017 and December 31, 2016, respectively.

During the year ended December 31, 2014, the Company received an interest free $2,000 loan from a related party to fund operations. The related party made additional advances of $396 during the year ended December 31, 2016 and additional advances of $100 during the nine months ended September 30, 2017. The loan is unsecured, due on demand and as such is included in current liabilities. There was $2,496 due as of September 30, 2017 and December 31, 2016, respectively.

The Company accrues management and consulting fees for its officers in accordance with employment and consulting agreements in place with each. As of September 30, 2017, there was a total of $203,455 accrued for unpaid wages, $33,177 for unused vacation time and $455,712 of accrued consulting fees due to officers for a total of $692,344 of accrued officer compensation as of September 30, 2017. As of December 31, 2016, there was a total of $133,916 accrued for unpaid wages, $28,849 for unused vacation time and $439,876 of accrued consulting fees due to officers for a total of $602,641 of accrued officer compensation as of December 31, 2016.

NOTE 10 – STOCKHOLDERS’ DEFICIT

The Company is authorized to issue up to 10,000,000,000 shares of $0.00001 par value common stock and 50,000,000 shares of $0.0001 par value blank check preferred stock of which 10,000,000 has been designated as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock may be converted to common stock at the option of the holder at the greater of one share of common for each share of Series A Convertible Preferred Stock or the par value of the stock divided by a 10% discount from the volume weighted average price of the common stock of the preceding ten trading days.

During the nine months ended September 30, 2017, the Company issued a total of 4,575,284,230 shares of common stock for the conversion of $235,100 of outstanding principal and 834,097,357 shares of common stock for the conversion of $43,057 of outstanding interest on convertible notes payable. All conversions were performed under the contractual terms of the respective notes payable. Additionally, during the nine months ended September 30, 2017, the Company issued a total of 260,000,000 common shares valued at $42,000 for services performed. The common shares issued for services were valued using the close price of the Company’s common stock on the date of issuance.

During the nine months ended September 30, 2017, the Company issued a total of 7,500,000 shares of Series A Convertible Preferred Stock for services rendered in connection with its acquisition of Cresent Construction Company. The shares of Series A Convertible Preferred Stock were valued on an as converted to common stock basis at $0.0009 per share resulting in a total value of $6,750.

There were 10,000,000 and 2,500,000 series A convertible preferred shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively.

There were 8,585,083,257 and 2,915,701,670 common shares issued and 8,585,033,257 and 2,915,651,670 outstanding at September 30, 2017 and December 31, 2016, respectively.

The Company has 8,585,033,257 common shares outstanding, a total of 28,859,390,077 common share equivalents as discussed in Note 4 – Significant Accounting Policies and 448,570 exercisable options and warrants as discussed in Note 12 – Stock Options for a total of 37,444,871,904 shares of common stock and common stock equivalents as of September 30, 2017. With 10,000,000,000 shares authorized, there are insufficient common shares in treasury to meet all of the Company’s common share equivalents obligations. 28,769,390,077 of the common share equivalents arise from outstanding convertible notes payable as discussed in Note 4 – Significant Accounting Policies and Note 8 – Convertible Notes Payable and as such have been recognized as a debt obligation in conjunction with the underlying derivative liabilities as discussed in Note 5 – Derivative Liabilities. The Company plans to remediate this shortfall either through a reverse stock split or an increased in the authorized common stock of the Company.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

The Company could become a party to various legal actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Company’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters.

As of the date of this report, except as described below, there are no material pending legal proceedings to which the Company is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities.

Payroll Tax Liabilities

As of September 30, 2017 and December 31, 2016 the Company had accrued $761,396 in payroll tax liabilities. The payment of these liabilities has not been made due to our limited profitability. Due to the uncertainty regarding our future profitability, it is difficult to predict our ability to pay these liabilities. As a result, a federal tax lien has been levied that will have to be satisfied.

Federal Income Tax Liability

On January 29, 2015, we received a notification from the Internal Revenue Service (the “IRS”) regarding deficiencies in our tax return for the year ended December 31, 2011. The notice was the result of not filing our tax return for the year then ended and included the results of an IRS examination which yielded an income tax amount due of $92,804 plus penalties and interest totaling $34,337 for a total amount due of $127,141. While we believe we will be able to successfully reduce the tax liability and assessed penalties to zero or near zero due to our net loss sustained during the year ended December 31, 2011, the possibility exists we will be unsuccessful and could face an assessment for the full amount of $127,141. As detailed in Note 4, there is an accrued liability of $127,141 for this potential payout as of September 30, 2017 and December 31, 2016.

Litigation

During the second quarter of 2017, the Company filed a lawsuit in the Superior Court in the County of Sacramento against TCA Global Credit Master Fund, LP (“TCA”) alleging lending fraud as TCA is not licensed or authorized to conduct investment banking or lending business in the State of California under the California Finance Lenders Law and default on the credit line for not having made the credit line available for use. The Company has requested a summary judgement in the amount of $1,730,046 for damages and attorney fees. TCA has filed counter suit claiming default on the credit line. Given the uncertain nature of the outcome of the suit and countersuit, the Company has not accrued for potential costs associated with an unfavorable outcome or potential gain associated with a favorable outcome.

Office Lease

On October 18, 2017, the Company entered into a lease for office space that requires minimum monthly payments for a period of three years. The monthly base rent during the first year is $2,900 with annual increases of 1% each year thereafter. The lease also requires monthly payment for common area maintenance of $300. Total future minimum payments under the terms of the lease are:

Year ended December 31,	Base Rent		CAM		Total
2017	$	8,700	$	899	$	9,599
2018		34,887		3,597		38,484
2019		35,236		3,597		38,833
2020		26,625		2,697		29,322
Total	$	105,448	$	10,790	$	116,238

17

NOTE 12 – STOCK OPTIONS

The following table summarizes all stock option activity for the nine months ended September 30, 2017:

	Shares		Weighted- Average Exercise Price Per Share
Outstanding, December 31, 2016		448,570	$	0.30
Granted		-		-
Exercised		-		-
Forfeited		-		-
Expired		-
Outstanding, September 30, 2017		448,570	$	0.30

The following table discloses information regarding outstanding and exercisable options at September 30, 2017:

		Outstanding						Exercisable
Exercise Prices		Number of Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Number of Option Shares		Weighted Average Exercise Price
$	0.30		448,570	$	0.30		0.64		448,570	$	0.30
			448,570	$	0.30		0.649		448,570	$	0.30

In determining the compensation cost of the stock options granted, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in these calculations are summarized as follows:

	December 31, 2014
Expected term of options granted		2 - 5 years
Expected volatility range		394 - 408	%
Range of risk-free interest rates		1.70 – 1.73	%
Expected dividend yield		0	%

18

NOTE 13 – ACQUISTION

On March 9, 2017, the Company, through a newly created special purpose entity, executed a share purchase agreement to acquire all outstanding ownership interests in Crescent Construction Company, Inc. a full service general contracting firm for total consideration of $1,800,000. The agreement required a cash payment of $500,000 at closing plus a note payable for $1,300,000. The note carries interest of 6%, matures on March 31, 2022 and requires equal semi-annual payments of $152,693. Additionally, the Company entered into a separate note payable with the seller for cash proceeds of $160,466. Because this note was executed simultaneously with the purchase agreement, it was considered part of the acquisition price which brought the total consideration to $1,960,466. The suit discussed in Note 11 – Commitments and Contingencies notwithstanding, TCA fulfilled its obligation to advance the Company the initial $500,000 against the credit line as discussed in Note 15 – Line of Credit which was paid to the seller as the initial cash payment due at closing.

The Company applied the acquisition method to the business combination and valued each of the assets acquired (cash, contracts receivable, equipment, non-compete agreements and contracts in progress) and liabilities assumed (accounts payable and accrued expenses and notes payable) at fair value as of the acquisition date. The cash, contracts receivable, accounts payable and accrued expenses and notes payable were deemed to be recorded at fair value as of the acquisition date. The Company determined the fair value of all equipment to be historical book value. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed based on provisional amounts. The allocation of the excess purchase price is not final and the amounts allocated to intangible assets are subject to change pending the completion of final valuations of certain assets and liabilities. Under the purchase agreement, the Company paid cash of $500,000 and issued a total of $1,460,466 of promissory notes for total consideration of $1,960,466. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

ASSETS ACQUIRED
Cash	$	160,466
Contracts receivable		611,320
Equipment		102,524
Non-compete agreement		32,468
Contracts in progress		157,002
Goodwill		1,474,907
Total assets acquired	$	2,538,687
LIABILITIES ASSUMED
Accounts payable and accrued expenses	$	565,215
Billings in excess of costs on uncompleted contracts		1,827
Notes payable		11,179
Total liabilities assumed		578,221
NET ASSETS ACQUIRED	$	1,960,466

In accordance with ASC 805-10-50, the Company is providing the following unaudited pro-forma condensed consolidated statements of operations to present a summary of the combined results of the Company’s condensed consolidated operations as if the acquisition had been completed as of the beginning of the reporting period. Adjustments were made to eliminate any inter-company transactions in the periods presented.

19

INTELLIGENT HIGHWAY SOLUTIONS

PRO-FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Revenue	$	1,186,266		$	2,346,558		$	3,981,871		$	5,961,199
Cost of sales		1,149,731			2,261,160			3,947,497			5,406,742
Gross profit		36,535			85,398			34,374			554,457
Operating expenses
Salaries and wages		41,443			45,671			149,709			172,289
General and administrative		161,931			115,670			561,166			359,844
Total operating expenses		203,374			161,341			710,875			532,133
Income (loss) from operations		(166,839	)		(75,943	)		(676,501	)		22,324
Other income (expense)
Gain (loss) on extinguishment of debt		(459,587	)		-			(459,587	)		2,142
Gain on sale of fixed assets		-			2,800			-			16,550
Penalties on convertible notes payable		(298,321	)		-			(298,321	)		-
Gain (loss) on derivative fair value adjustment		(443,974	)		131,728			10,073,464			350,003
Interest expense		(544,660	)		(69,139	)		(752,186	)		(409,955	)
Total other income (expense)		(1,746,542	)		65,389			8,563,370			(41,260	)
Income (loss) before income taxes		(1,913,381	)		(10,554	)		7,886,869			(18,936	)
Income tax expense		-			-			-			-
Net income (loss) before non-controlling interest		(1,913,381	)		(10,554	)		7,886,869			(18,936	)
Net (loss) income attributable to non-controlling interest		(13,574	)		-			(37,454	)		73,548
Net income (loss) attributable to Intelligent Highway Solutions	$	(1,899,807	)	$	(10,554	)	$	7,924,323		$	(92,484	)

NOTE 14 – EQUITY LINE OF CREDIT

On August 6, 2015, the Company entered into line of credit whereby it has the right to sell to the investor up to $5,000,000 of common stock over a period of 24 months. The Company may sell up to $100,000 of common stock, but not less than $5,000, at any time at is sole discretion by issuing a put notice to the investor. The sales price of the stock will be equal to a 30% discount from the average of the lowest two closing bid prices in the preceding five trading days. There is a minimum of ten trading days between put notices. The agreement requires the Company to issue 3% of the total credit line, or $150,000, in common stock with an issue price equal to the average of the daily volume weighted average prices of the Company’s common stock during the five business days immediately preceding the due date of the issuance. The Company did not exercise its rights under the agreement during the period ended September 30, 2017.

NOTE 15 – LINE OF CREDIT

On March 9, 2017, the Company entered into a revolving line of credit to borrow up to $5,000,000 dollars of which $631,855 was drawn immediately. Of the amount drawn on March 9, 2017, $500,000 was paid to the seller of Cresent Construction Company as the cash component of the acquisition and $131,855 was drawn to pay seller and financer acquisition related costs. The credit line carries interest at 12% per annum and matures on September 9, 2017 with all outstanding principal being due at maturity. Under the terms of the credit facility, the parties shall not incur or have outstanding funded indebtedness outside of those allowed under the terms of the agreement, enter into or permit and liens, enter into new investments in additional businesses outside of those permitted within the agreement, enter into a transfer of shares or merger, make capital expenditures or issue additional shares of stock without the consent of the credit line maker.

During the nine months ended September 30, 2017, the Company entered into a convertible note payable for $102,500 in exchange for an equal amount outstanding on the credit line. As of September 30, 2017, there was borrowing capacity of $4,500,000. There was $500,000 and $0 of principal drawn as of September 30, 2017 and December 31, 2016, respectively. There was $40,305 and $0 of accrued interest due at September 30, 2017 and December 31, 2016, respectively. The Company has filed suit against TCA claiming default and TCA has filed countersuit against the Company claiming default as discussed in Note 11 – Commitments and Contingencies.

NOTE 16 – SUBSEQUENT EVENTS

On November 4, 2017, the Company issued a total of 119,009,000 common shares for the conversion of $5,950 of outstanding principal of convertible notes payable. The conversion was performed at contractual terms.

On November 17, 2017, the Company issued a total of 375,000,000 common shares for the conversion of $20,419 of outstanding interest on convertible notes payable. The conversion was performed at contractual terms.

20

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Notice Regarding Forward Looking Statements

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

Overview

Intelligent Highway Solutions, Inc. (the “Company” or “IHS”) was formed in April 22, 2011; IHS is a technology based intelligent highway solutions contractor. The Company’s primarily focus is in the California transportation market providing services that range from providing labor, materials, and related equipment for corrective service and maintenance services for the state’s transportation infrastructure. Additionally, the Company intends to develop transportation technology services that enable vehicles, roads, traffic lights, message signs, and other elements to become “intelligent” by embedding them with microchips and sensors and by empowering them to communicate with each other via wireless technologies. The acceleration of data collection and communication will allow state governments to improve transportation system performance by reducing congestion and increasing both traveler safety and convenience. While the Company develops technologies related to transportation, it will accept general electrical contracting work as a revenue source.

Plan of Operations

On August 22, 2013, the Company entered into a distribution agreement (the “Distribution Agreement”) with SCS Lighting Solutions Inc. (“SCS”), whereby SCS appointed the Company as its exclusive distributer of SCS products in Sacramento, California and other locations, as determined by both parties in the future. The SCS products include standard lighting solutions, as well as custom lighting products for indoor and outdoor applications. The Distribution Agreement is no longer exclusive.

The Distribution Agreement’s term automatically renews for one (1) year increments, unless either party elects to terminate the Agreement by giving not less than sixty (60) days’ notice prior to the end of the current term.

On March 19, 2014, the Company announced it had received a significant purchase order from Honeywell International Inc. (“Honeywell”) for the installation of a temperature control system and associated sensors in a state owned office building in Alameda, California.

On July 1, 2014, the Company announced it had received a second purchase order from Honeywell. The purchase order is for additional work in office buildings owned by the State of California.

These purchase orders with Honeywell were the Company’s sole source of income in 2014. The Honeywell project was completed during the first quarter of 2015 and a new electrical contracting project started shortly thereafter.

On March 9, 2017, the Company, through a special purpose entity in which the Company has a controlling interest and 80% ownership, acquired the outstanding ownership interests in Cresent Construction Company, a full service general contracting firm. The Company will continue to perform general contracting services as it continues its development of transportation technologies. The Company will aim to engage in a greater number of construction contracts in order to increase cash flows to fund the development of transportation technologies. Currently, contracts entered into by Cresent Construction are the Company’s only source of revenue.

Results of Operations

Revenue

All revenue during the three and nine months ended September 30, 2017 were generated from general construction contracting services performed by Cresent Construction Company. We did not generate revenue during the three or nine months ended September 30, 2016.

21

Three months ended September 30, 2017 and 2016

	Three months ended September 30,
	2017		2016		Change
Revenue	$	1,186,266	$	-	$	1,186,266

Revenues for the three months ended September 30, 2017 were $1,186,266 compared to $0 during the same period in 2016. The increase in revenue was the result of the Company’s acquisition of Cresent Construction Company as all revenues generated during the three months ended September 30, 2017 were from services performed by Cresent.

Nine months ended September 30, 2017 and 2016

	Nine months ended September 30,
	2017		2016		Change
Revenue	$	3,215,589	$	-	$	3,215,589

Revenues for the nine months ended September 30, 2017 were $3,215,589 compared to $0 during the same period in 2016. The increase in revenue was the result of the Company’s acquisition of Cresent Construction Company as all revenues generated during the nine months ended September 30, 2017 were from services performed by Cresent.

Cost of Goods Sold

Cost of revenues include all direct material, sub-contract, labor, and certain other direct costs, as well as those indirect costs related to contract performance, such as indirect labor and fringe benefits. Additionally, the amortization of intangibles assets resulting from the acquisition of Cresent Contraction Company are recorded as costs of goods sold.

Three months ended September 30, 2017 and 2016

	Three months ended September 30,
	2017		2016		Change
Labor	$	1,006,098	$	-	$	1,006,098
Amortization of intangible assets		35,032		-		35,032
Other		108,601		-		108,601
Total	$	1,149,731	$	-	$	1,149,731

Cost of goods sold for the three months ended September 30, 2017 were $1,149,731 compared to $0 during the same period in 2016. The increase in cost of revenue was the result of the Company’s acquisition of Cresent Construction Company as all costs of revenues generated during the three months ended September 30, 2017 were from services performed by Cresent.

Nine months ended September 30, 2017 and 2016

	Nine months ended September 30,
	2017		2016		Change
Labor	$	2,640,468	$	-	$	2,640,468
Amortization of intangible assets		141,765		-		141,765
Other		297,914		-		297,914
Total	$	3,080,147	$	-	$	3,080,147

Cost of goods sold for the nine months ended September 30, 2017 were $3,080,147 compared to $0 during the same period in 2016. The increase in cost of revenue was the result of the Company’s acquisition of Cresent Construction Company as all costs of revenues generated during the nine months ended September 30, 2017 were from services performed by Cresent.

22

Operating Expenses

Three months ended September 30, 2017 and 2016

	Three months ended September 30,
	2017		2016		Change
Salaries and wages	$	41,443	$	41,443	$	-
Professional services		89,287		85,962		3,325
Other		72,644		1,108		71,536
Total	$	203,374	$	128,513	$	74,861

Operating expenses for the three months ended September 30, 2017 were $203,374 compared to $128,513for the three months ended September 30, 2016. The increase of $74,861 or 58% is the result of the Company’s increased operations from its acquisition completed during the first quarter of 2017. Salaries and wages consist of management compensation during each period presented which is relatively unchanged due to the renewal of existing employment agreements in 2017 under the substantially the same terms as agreements in place for 2016. The increase in other operating expenses is the result of increased overhead costs related to Cresent Construction Company present in the current period that were not present in 2016.

Nine months ended September 30, 2017 and 2016

	Nine months ended September 30,
	2017		2016		Change
Salaries and wages	$	124,328	$	121,064	$	3,264
Professional services		424,597		265,625		158,972
Other		285,014		11,432		273,582
Total	$	833,939	$	398,121	$	435,818

Operating expenses for the nine months ended September 30, 2017 were $833,939 compared to $398,121 for the nine months ended September 30, 2016. The increase of $435,818 or 109% is the result of the Company’s increased operations from its acquisition completed during the first quarter of 2017. Salaries and wages consist of management compensation during each period presented which is relatively unchanged due to the renewal of existing employment agreements in 2017 under the substantially the same terms as agreements in place for 2016. Professional fees increased $158,972, or 60%, during the nine months ended September 30, 2017 as the result of acquisition related professional services, additional stock based compensation for service providers and audit fees incurred during the nine months ended September 30, 2017 that were not present during the same period in 2016. The increase in other operating expenses is the result of increased overhead costs related to Cresent Construction Company present in the current period that were not present in 2016.

23

Other Income and Expenses

Three months ended September 30, 2017 and 2016

	Three months ended September 30,
	2017			2016			Change
Interest expense, net	$	(544,640	)	$	(69,017	)	$	(475,623	)
Gain on sale of fixed assets		-			2,800			(2,800	)
Gain on extinguishment of debt		(459,587	)		-			(459,587	)
Penalties		(298,321	)		-			(298,321	)
Gain on derivative fair value adjustment		(443,974	)		131,728			(575,702	)
Total	$	(1,746,522	)	$	65,511		$	(1,812,033	)

Other income and expense during the three months ended September 30, 2017 was a net expense of $1,746,522 compared to a net gain of $65,511 during the three months ended September 30, 2016. The decrease in net gain of $1,812,033 was mostly due increased interest expense recorded as default interest on convertible notes payable, losses on the extinguishment of debt and default penalties on convertible notes payable that were present in 2017 and not present in 2016. Additionally, the Company recorded a loss from the fair value measurement of derivative liabilities in the current period of $443,974 where there was a gain of $131,728 during the same period in 2016.

Nine months ended September 30, 2017 and 2016

	Nine months ended September 30,
	2017			2016			Change
Interest expense, net	$	(764,995	)	$	(409,697	)	$	(355,298	)
Gain on sale of fixed assets		-			16,550			(16,550	)
Gain on extinguishment of debt		(459,587	)		2,142			(461,729	)
Penalties		(298,321	)		-
Gain on derivative fair value adjustment		10,073,464			350,003			9,723,461
Total	$	8,550,561		$	(41,002	)	$	8,889,884

Other income and expense during the nine months ended September 30, 2017 was a net gain of $8,550,561 compared to a net expense of $41,002 during the nine months ended September 30, 2016. The increase in net gain of $8,889,884 was mostly due to increased gains recognized on the fair value adjustment of derivative liabilities. We do not expect the amount of gain realized on the fair value measurement of derivative liabilities to be recurring.

Net Income (Loss)

Three months ended September 30, 2017 and 2016

	Three months ended September 30,
	2017			2016			Change
Net income (loss) before non-controlling interest	$	(1,913,361	)	$	(63,002	)	$	(1,850,359	)
Non-controlling interest		(13,574	)		-			(13,574	)
Net income (loss) after non-controlling interest	$	(1,899,787	)	$	(63,002	)		(1,863,933	)

Net loss after non-controlling interest for the three months ended September 30, 2017 was $1,899,787 compared to a net loss of $63,002 for the three months ended September 30, 2016. The increase in net loss during the three months ended September 30, 2017 is attributable to the increased acquisition related costs, default penalties and default interest on convertible notes payable recorded in 2017 that was not present in 2016.

Nine months ended September 30, 2017 and 2016

	Nine months ended September 30,
	2017			2016			Change
Net income (loss) before non-controlling interest	$	7,852,064		$	(439,123	)	$	8,291,187
Non-controlling interest		(44,419	)		-			(44,419	)
Net income (loss) after non-controlling interest	$	7,896,483		$	(439,123	)		8,246,768

Net income after non-controlling interest for the nine months ended September 30, 2017 was $7,896,483 compared to a net loss of $439,123 for the nine months ended September 30, 2016. The increase in net income during the nine months ended September 30, 2017 is attributable to the increased gain on the fair market value of derivatives partially offset by increased acquisition related costs.

24

Liquidity and Capital Resources

As of September 30, 2017, we had cash of $130,089, total current assets of $827,065 and total current liabilities of $7,822,704 creating a working capital deficit of $6,995,639. Current assets consisted of $130,089 in cash, $685,451 of net contracts receivable and $11,525 of prepaid expenses. Current liabilities consisted of accounts payable of $752,449, current notes payable of $587,803, current convertible notes payable net of discounts of $1,366,729, a derivative liability of $2,163,181, accrued interest of $569,066, related party notes payable of $7,496, a credit line payable of $500,000, billings in excess of costs and estimated earnings on uncompleted contracts of $62,750 and accrued expenses and other liabilities of $1,813,230.

As of December 31, 2016, we had $1,002 of cash on hand, total current assets of $1,002 and total current liabilities of $15,265,943 creating a working capital deficit of $15,264,941. Current assets consisted of $1,002 of cash. Current liabilities consisted of accounts payable of $219,098, accrued expenses and other liabilities of $1,661,776, notes payable net of discounts of $258,609, convertible notes payable net of discounts of $986,163, related party notes payable of $7,396, derivative liabilities of $11,855,072 and accrued interest of $277,829.

We expect our cash needs to fund operations during the twelve months to be approximately $500,000. The Company will need additional financing to continue operations in 2017 and beyond which management anticipates will be generated from short term related party loans, convertible notes with non-related parties and non-convertible notes with non-related parties.

Cash Flows from Operating Activities

Cash flows used in operating activities during the nine months ended September 30, 2017 was $163,520 which consisted of a net income before non-controlling interest of $7,852,064, non-cash expenses and gains of $8,464,358, mainly due to a gain on the fair market value of derivative liabilities of $10,073,464 offset by expenses paid on behalf of the Company of $153,515, and negative changes in working capital of $448,774

Cash flows used in operating activities during the nine months ended September 30, 2016 was $72,887 which consisted of a net loss of $439,123, non-cash expenses and gains of $2,983 and negative changes in working capital of $363,253.

25

Cash Flows from Investing Activities

During the nine months ended September 30, 2017 and 2016, we generated $160,466 and $-0- of cash in investing activities. Cash generated from investing activities during the nine months ended September 30, 2017 consisted solely of cash acquired in the acquisition of Cresent Construction Company.

Cash Flows from Financing Activities

Cash used in financing activities during the nine months ended September 30, 2017 was $132,141 which consisted of repayments of notes payable of $16,852, proceeds from convertible notes payable of $151,300, repayments on convertible notes payable of $2,407 and proceeds from related party payables of $100.

Cash provided by financing activities during the nine months ended September 30, 2016 was $73,185 which consisted of proceeds from notes payable of $75,770, repayments of bank overdrafts of $2,981 and proceeds from related party notes payable of $396.

Going Concern

Based on our financial history since inception, our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern. We have generated very little revenue and have limited tangible assets. Our company has a limited operating history. Our company’s operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to on a profitable basis. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

Management plans to continue to fund operations via short term related party loans and additional convertible as well as non-convertible debt from non-related parties.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

Critical Accounting Policies

There have been no changes in the Company’s significant accounting policies for the nine months ended September 30, 2017 as compared to those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on June 29, 2017.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a Smaller Reporting Company and are not required to provide the information under this item.

26

Item 4. Controls and Procedures.

Disclosure of controls and procedures.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) (the Company’s principal executive officer) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective to ensure that: (1) information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; and (2) that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of September30, 2017. The framework used by management in making that assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our CEO and CFO have determined and concluded that, as of September 30, 2017, the Company’s internal control over financial reporting was not effective.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that result in a more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of September 30, 2017:

(1) Lack of an independent audit committee or audit committee financial expert. Although our board of directors serves as the audit committee it has no independent directors. Further, we have not identified an audit committee financial expert on our board of directors. These factors are counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management.

We do not have sufficient experience from our accounting personnel with the requisite U.S. GAAP public company reporting experience that is necessary for adequate controls and procedures.

Our management determined that these deficiencies constituted material weaknesses.

Due to our small size, we were not able to immediately take any action to remediate these material weaknesses but plan to address these items in the near future. Notwithstanding the assessment that our Internal Controls over Financial Reporting was not effective and that there were material weaknesses identified herein, we believe that our consolidated financial statements contained in this report fairly present our financial position, results of operations, and cash flows for the quarter covered thereby in all material respects.

Changes in internal controls over financial reporting.

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

27

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

As discussed on Note 11 – Commitment and Contingencies, during the second quarter of 2017, the Company filed a lawsuit in the Superior Court in the County of Sacramento against TCA Global Credit Master Fund, LP (“TCA”) alleging lending fraud as TCA is not licensed or authorized to conduct investment banking or lending business in the State of California under the California Finance Lenders Law and default on the credit line for not having made the credit line available for use. The Company has requested a summary judgement in the amount of $1,730,046 for damages and attorney fees. TCA has filed counter suit claiming default on the credit line. Given the uncertain nature of the outcome of the suit and countersuit, the Company has not accrued for potential costs associated with an unfavorable outcome or potential gain associated with a favorable outcome.

Item 1A. Risk Factors.

We are a Smaller Reporting Company and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the nine months ended September 30, 2017, the Company issued a total of 260,000,000 common shares for services valued at $42,000; 4,575,284,230 shares of common stock for the conversion of $235,100 of outstanding principal and 834,097,357 shares of common stock for the conversion of $43,057of outstanding interest on convertible notes payable.

During the nine months ended September 30, 2017, the Company issued a total of 7,500,000 shares of Series A Convertible Preferred Stock for services rendered in connection with its acquisition of Cresent Construction Company.

The above shares were issued in reliance on the exemption under Section 4(2) of the Securities Act. These shares of our common stock qualified for exemption under Section 4(2) since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, manner of the issuance and number of shares issued. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they either: (1) agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering”; or (2) received shares pursuant to conversions of notes and the notes themselves had been held for longer than 6 months prior to conversion into unrestricted shares. Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable

Item 5. Other Information.

None

Item 6. Exhibits.

Exhibit
Number	Exhibit Title
31.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Office pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *	XBRL Instance Document
101.SCH *	XBRL Taxonomy Schema
101.CAL *	XBRL Taxonomy Calculation Linkbase
101.DEF *	XBRL Taxonomy Definition Linkbase
101.LAB *	XBRL Taxonomy Label Linkbase
101.PRE *	XBRL Taxonomy Presentation Linkbase

* Filed herewith.

+ In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.

28

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INTELLIGENT HIGHWAY SOLUTIONS, INC.
Date: November 20, 2017	By:	/s/ Devon Jones
		Devon Jones
		Chief Executive Officer
		(Principal Executive Officer)
Date: November 20, 2017	By:	/s/ Philip Kirkland
		Philip Kirkland
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

29

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Devon Jones, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Intelligent Highway Solutions, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: November 20, 2017	By:	/s/ Devon Jones
		Devon Jones
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Philip Kirkland, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Intelligent Highway Solutions, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: November 20, 2017	By:	/s/ Philip Kirkland
		Philip Kirkland
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Intelligent Highway Solutions, Inc., (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Devon Jones, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 20, 2017	By:	/s/ Devon Jones
		Devon Jones
		Chief Executive Officer
		(Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Intelligent Highway Solutions, Inc., (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Philip Kirkland, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 20, 2017	By:	/s/ Philip Kirkland
		Philip Kirkland
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 20, 2017
Document And Entity Information
Entity Registrant Name	Intelligent Highway Solutions, Inc.
Entity Central Index Key	0001549719
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		9,079,042,257
Trading Symbol	IHSI
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2017

XML

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 130,089	$ 1,002
Contracts receivable, net	685,451
Costs and estimated earnings in excess of billings on uncompleted contracts
Prepaid expenses	11,525
Total current assets	827,065	1,002
Property and equipment, net of accumulated depreciation of $29,688 and $8,101	81,258	320
Intangible assets, net of accumulated amortization of $141,765 and $0	1,522,612
Goodwill
Total assets	2,430,935	1,322
Current liabilities
Accounts payable	752,449	219,098
Billings in excess of costs and estimated earnings on uncompleted contracts	62,750
Accrued expenses and other liabilities	1,813,230	1,661,776
Accrued interest	569,066	277,829
Notes payable, current portion	587,803	258,609
Convertible notes payable, current portion, net of discounts and issue costs of $230,070 and $1,581	1,366,729	986,163
Notes payable, related party, current portion	7,496	7,396
Credit line payable	500,000
Derivative liability	2,163,181	11,855,072
Total current liabilities	7,822,704	15,265,943
Notes payable, net of current portion	1,018,504
Total liabilities	8,841,208	15,265,943
Stockholders' deficit
Series A convertible preferred stock, $0.00001 par value; 10,000,000 shares authorized; 10,000,000 and 2,500,000 issued and outstanding at September 30, 2017 and December 31, 2016, respectively	100	25
Common stock, $0.00001 par value; 10,000,000,000 shares authorized; 8,585,083,257 and 2,915,701,670 issued; 8,585,033,257 and 2,915,651,670 outstanding at September 30, 2017 and December 31, 2016, respectively	85,851	29,157
Additional paid-in capital	7,955,298	7,009,783
Treasury stock, 50,000 shares at $.084 per share	(4,200)	(4,200)
Accumulated deficit	(14,402,903)	(22,299,386)
Total Intelligent Highway Solutions stockholders' deficit	(6,365,854)	(15,264,621)
Non-controlling interest in subsidiary	(44,419)
Total liabilities and stockholders' deficit	$ 2,430,935	$ 1,322

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Property and equipment, accumulated depreciation	$ 29,688	$ 8,101
Intangible assets, accumulated amortization	141,765	0
Convertible notes payable, current portion - discounts	$ 230,070	$ 1,581
Series A convertible preferred stock, par value	$ 0.00001	$ 0.00001
Series A convertible preferred stock, shares authorized	10,000,000	10,000,000
Series A convertible preferred stock, shares issued	10,000,000	2,500,000
Series A convertible preferred stock, shares outstanding	10,000,000	2,500,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	10,000,000,000	10,000,000,000
Common stock, shares issued	8,585,083,257	2,915,701,670
Common stock, shares outstanding	8,585,033,257	2,915,651,670
Treasury stock, shares	50,000	50,000
Treasury stock par or stated value per share	$ 0.084	$ 0.084

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Revenue	$ 1,186,266		$ 3,215,589
Cost of sales	1,149,731		3,080,147
Gross profit	36,535		135,442
Operating expenses
Salaries and wages	41,443	41,443	124,328	121,064
General and administrative	161,931	87,070	709,611	277,057
Total operating expenses	203,374	128,513	833,939	398,121
Loss from operations	(166,839)	(128,513)	(698,497)	(398,121)
Other income (expense)
Gain (loss) on extinguishment of debt	(459,587)		(459,587)	2,142
Gain on sale of fixed assets		2,800		16,550
Gain (loss) on derivative fair value adjustment	(443,974)	131,728	10,073,464	350,003
Penalties on notes convertible payable	(298,321)		(298,321)
Excess derivative liability charged to interest	(236,348)		(301,342)	(36,631)
Interest expense	(308,292)	(69,017)	(463,653)	(373,066)
Total other income (expense)	(1,746,522)	65,511	8,550,561	(41,002)
Income (loss) before income taxes	(1,913,361)	(63,002)	7,852,064	(439,123)
Income tax expense
Net income (loss) before non-controlling interest	(1,913,361)	(63,002)	7,852,064	(439,123)
Net loss attributable to non-controlling interest	(13,574)		(44,419)
Net income (loss) attributable to Intelligent Highway Solutions	$ (1,899,787)	$ (63,002)	$ 7,896,483	$ (439,123)
Basic income (loss) per common share	$ (0.00)	$ (0.00)	$ 0.00	$ (0.00)
Diluted income (loss) per common share	$ (0.00)	$ (0.00)	$ 0.00	$ (0.00)
Basic weighted average shares outstanding	7,567,549,490	2,775,651,670	5,096,514,654	2,759,729,929
Diluted weighted average shares outstanding	7,567,549,490	2,775,651,670	33,865,904,731	2,759,729,929

XML

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities
Net income (loss) before non-controlling interest	$ 7,852,064	$ (439,123)
Adjustments to reconcile net loss to net cash used in operating activities:
Preferred stock issued for services	6,750
Common stock issued for services	42,000
Depreciation	21,586	4,204
Gain on derivative fair value adjustment	(10,073,464)	(350,003)
Amortization of deferred loan costs	10,261	15,219
Amortization of debt discount	173,979	243,052
Loss on extinguishment of debt	459,587
Increase in convertible notes payable for default penalties	298,321
Amortization of intangible assets	141,765
Expenses paid on behalf of company	153,515	53,880
Excess derivative liability charged to interest	301,342	36,631
Changes in operating assets and liabilities
Contracts receivable	(89,112)
Prepaid expenses	(11,525)
Earnings in excess of billings	14,981
Billings in excess of cost	60,923
Accounts payable	66,088	38,954
Accrued interest	286,724	96,740
Accrued expenses and other liabilities	120,695	227,559
Net cash used in operating activities	(163,520)	(72,887)
Cash flows from investing activities
Cash acquired in acquisition	160,466
Net cash used in investing activities	160,466
Cash flows from financing activities
Repayments on bank overdraft		(2,981)
Proceeds from notes payable		75,770
Repayments of notes payable	(16,852)
Proceeds from convertible notes payable	151,300
Repayments of convertible notes payable	(2,407)
Net proceeds from related party payables	100	396
Net cash provided by financing activities	132,141	73,185
Change in cash and cash equivalents	129,087	298
Cash at beginning of period	1,002
Cash at end of period	130,089	298
Supplemental disclosures of cash flow information
Cash paid for interest	2,950
Cash paid for income taxes
Supplemental disclosure of non-cash investing and financing activities:
Common stock issued for note conversion	235,101	5,825
Common stock issued for accrued interest conversion	43,057
Original issue discounts and debt issue costs on convertible notes payable	32,935	83,122
Initial measurements of derivative liabilities recorded as debt discounts	357,567	100,097
Advance from credit line paid directly to seller for acquisition of Cresent Construction	$ 500,000

XML

Summary of Business

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Business

NOTE 1 – SUMMARY OF BUSINESS

Organization, Nature of Business and Trade Name

Intelligent Highway Solutions, Inc. (the “Company” or “IHS”) was formed on April 22, 2011. IHS is a technology based intelligent highway solutions contractor. Through June 30, 2013, the Company’s primary focus was in the California transportation market providing services that range from providing labor, materials, and related equipment for corrective service and maintenance services for the State’s transportation infrastructure. Since that time, the Company has devoted its time to electrical service contracts. Additionally, the Company intends to develop transportation technology services that enable vehicles, roads, traffic lights, message signs, and other elements to become “intelligent” by embedding them with microchips and sensors and by empowering them to communicate with each other via wireless technologies. The acceleration of data collection and communication will allow state governments to improve transportation system performance by reducing congestion and increasing both traveler safety and convenience.

On March 9, 2017, the Company, through a special purpose entity in which the Company has a controlling interest and 80% ownership, acquired the outstanding ownership interests in Cresent Construction Company, a full service general contracting firm. The Company will continue to perform general contracting services as it continues its development of transportation technologies.

XML

Unaudited Condensed Consolidated Interim Financial Statements

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Unaudited Condensed Consolidated Interim Financial Statements

NOTE 2 – UNAUDITED CONDENSED CONSOLDIATED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated interim financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the periods ended September 30, 2017 and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2016 audited financial statements. The results of operations for the periods ended September 30, 2017 are not necessarily indicative of the operating results for the full year.

XML

Going Concern

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Going Concern

NOTE 3 – GOING CONCERN

The Company’s unaudited condensed consolidated interim financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of September 30, 2017, the Company has an accumulated deficit of $14,402,903 a working capital deficit of $6,995,639, continued losses from operations and significant tax liabilities as discussed in Note 11 – Commitments and Contingencies which raises substantial doubt of the Company’s ability to continue as a going concern. While the Company has recently established an ongoing source of revenues, we do not anticipate it to be sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying unaudited condensed interim financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

XML

Significant Accounting Policies

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of consolidated financial statements in 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred.

Actual results could differ from those estimates. The Company’s condensed consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Cash

The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The company does not have cash equivalents as of September 30, 2017 or December 31, 2016.

Loss on Extinguishment of Debt

During the nine months ended September 30, 2017, the Company entered into a convertible note payable in exchange for two non-convertible notes payable and two convertible notes payable. The exchange was accounted for as a debt modification and the Company recognized a loss from the exchange of $61,546 as the difference in principal and accrued interest outstanding on the existing notes payable and the principal balance of the new convertible note payable. Additionally, the Company recorded a loss on the exchange of debt from the initial measurement of an embedded derivative liability on the convertible note payable of $451,254 and a gain from derivative liabilities on the existing convertible notes payable of $53,213 for a total loss on the exchange of debt of $459,587 for the three and nine months ended September 30, 2017.

Property, Plant and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

Depreciation is computed over the estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

	Estimated Useful Life
Furniture and fixtures	3 - 5 years
Machinery and equipment	5 years
Vehicles	5 years

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method. Balances of each asset class as of September 30, 2017 and December 31, 2016 were:

	September 30, 2017			December 31, 2016
Machinery and equipment	$	2,676		$	2,149
Furniture and fixtures		14,103			6,273
Leasehold improvements		37,270			-
Vehicles		56,897			-
Sub Total	$	110,946		$	8,422
Accumulated depreciation		(29,688	)		(8,102	)
Total	$	81,258		$	320

Depreciation expense for the three months ended September 30, 2017 and 2016 was $10,633 and $483, respectively.

Depreciation expense for the nine months ended September 30, 2017 and 2016 was $21,586 and $4,204, respectively.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following at September 30, 2017 and December 31, 2016:

	September 30, 2017		December 31, 2016
Payroll tax liabilities	$	761,396	$	761,396
Other payroll accruals		290,980		162,765
Federal and state income taxes payable		127,141		128,741
Accrued consulting fees due to management		455,712		439,876
Other		178,001		168,998
Total	$	1,813,230	$	1,661,776

Other accrued expenses mainly consist of accrued consulting fees due to management and other consulting firms. Of the $127,141 and $128,741 accrued for federal and state income taxes payable at September 30, 2017 and December 31, 2016, $127,141 relates to the federal income tax payable as discussed in Note 11 and $1,600 relates to state income taxes payable as of December 31, 2016.

Revenues and Cost of Revenues

Revenues from fixed-price and cost-plus contracts are recognized on the percentage of completion method, whereby revenues on long-term contracts are recorded on the basis of the Company’s estimates of the percentage of completion of contracts based on the ratio of the actual cost incurred to total estimated costs. This cost-to-cost method is used because management considers it to be the best available measure of progress on these contracts. Revenues from cost-plus-fee contracts are recognized on the basis of costs incurred during the period plus the fee earned, measured on the cost-to-cost method.

Cost of revenues include all direct material, sub-contract, labor, and certain other direct costs, as well as those indirect costs related to contract performance, such as indirect labor and fringe benefits. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changed in job performance, job conditions and estimated profitability may result in revisions to cost and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. Claims for additional contract revenue are recognized when realization of the claim in probable and the amount can be reasonably determined.

Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts

The following is a summary of the contracts in progress at September 30, 2017 and December 31, 2016:

	September 30, 2017			December 31, 2016
Costs incurred on uncompleted contracts	$	2,198,605		$	-
Profit earned on uncompleted contracts		121,602			-
		2,320,207			-
Billings to date		(2,382,957	)		-
	$	(62,750	)	$	-

This amount is included in the accompanying balance sheet under the following captions at September 30, 2017 and December 31, 2016:

	September 30, 2017		December 31, 2016
Billings in excess of costs and estimated earnings on uncompleted contracts	$	62,750	$	-

Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Derivative Liabilities

The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair market values of derivative liabilities over the life of the convertible notes.

Net Income (Loss) Per Share

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the specified period. Diluted earnings per common share is computed by dividing net income (loss) by the weighted average number of common shares and potential common shares during the specified period. For the nine months ended September 30, 2017, there was 28,859,390,077 such potentially dilutive shares included in the diluted weighted average shares outstanding. During the three months ended September 30, 2017 and the three and nine months ended September 30, 2016 potential common shares are not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. The potentially dilutive shares arise from the following instruments:

	2017
Convertible notes payable and accrued interest		28,769,390,077
Series A convertible preferred stock		90,000,000
Total		28,859,390,077

Recent Accounting Pronouncements

In February 2015, the FASB issued ASC 2015-02, “Consolidation (Topic 810) - Amendments to the Consolidation Analysis.” This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. The Company adopted has this standard and determined it does not have a significant impact on its consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” This update eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. The new standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company has adopted this guidance and the adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows for the three or nine months ended September 30, 2017 or 2016.

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The amendments in this update simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted the new guidance on January 1, 2017. The primary impact of adoption was the recognition of excess tax benefits in our provision for income taxes rather than paid-in capital. However, as the Company has a full valuation allowance against its deferred tax asset, a corresponding adjustment was recorded to increase the valuation allowance.

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. The amendments in this update simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. This update is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 31, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing after January 1, 2017. The Company notes that this guidance applies to its reporting requirements and will implement the new guidance accordingly in performing goodwill impairment testing; however, the Company does not believe this update will have a material impact on the consolidated financial statements.

Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company.

XML

Derivative Liabilities

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Derivative Liabilities

NOTE 5 – DERIVATIVE LIABILITIES

As discussed in Note 4, on a recurring basis, we measure certain financial assets and liabilities based upon the fair value hierarchy. The following table presents information about the Company’s liabilities measured at fair value as of September 30, 2017 and December 31, 2016:

	Level 1		Level 2		Level 3		Fair Value at September 30, 2017
Liabilities
Derivative Liability	$	-	$	-	$	2,163,181	$	2,163,181

	Level 1		Level 2		Level 3		Fair Value at December 31, 2016
Liabilities
Derivative Liability	$	-	$	-	$	11,855,072	$	11,855,072

As of September 30, 2017, the Company had a $2,163,181 derivative liability balance on the balance sheet and recorded a loss from derivative liability fair value adjustment of $443,974 and a gain of $10,073,464 during the three and nine months ended September 30, 2017. The Company assessed its outstanding convertible notes payable as summarized in Note 8 – Convertible Notes Payable and determined certain convertible notes payable with variable conversion features contain embedded derivatives and are therefore accounted for at fair value under ASC 920, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments.

During the nine months ended September 30, 2017, the Company recorded derivative liabilities totaling $1,110,163. Of this amount, $451,254 was recorded as a loss on the extinguishment f debt as discussed in Note 4 – Significant Accounting Policies, $357,567 as a debt discount which is the amount of derivative liability at initial measurement up to the face value of the underlying convertible note payable and $301,342 as interest expense from the excess derivative liability upon initial measurement beyond the face value of the underlying convertible note payable.

Utilizing Level 3 Inputs, the Company recorded fair market value adjustments related to convertible notes payable for the three months ended September 30, 2017 and 2016 of $(443,974) and $131,728 and fair value adjustments related to the convertible notes payable for the nine months ended September 30, 2017 and 2016 of $10,073,464 and $350,003, respectively. The fair market value adjustments were calculated utilizing the Black-Sholes method using the following assumptions: risk free rates of 0.96% to 1.31%, dividend yield of 0%, expected lives of 0.10 to 1 years, and volatility between 318% and 544%.

A summary of the activity of the derivative liability for the nine months ended September 30, 2017 is shown below:

Balance at December 31, 2016	$	11,855,072
Derivative liabilities recorded		1,110,163
Change due to note conversion		(675,377	)
Fair value adjustment		(10,073,464	)
Balance at September 30, 2017	$	2,163,181

A summary of the activity of the derivative liability for the nine months ended September 30, 2016 is shown below:

Balance at December 31, 2015	$	1,005,791
Derivative liabilities recorded		100,097
Change due to note conversion		(18,978	)
Fair value adjustment		(350,003	)
Balance at September 30, 2016	$	736,907

XML

Concentrations of Risk

9 Months Ended

Sep. 30, 2017

Risks and Uncertainties [Abstract]

Concentrations of Risk

NOTE 6 – CONCENTRATIONS OF RISK

Our revenues during the three and nine months ended September 30, 2017 were generated completely from nine clients. The loss of any of these clients will have a material adverse impact on our business. There were no revenues earned during the three or nine months ended September 30, 2016.

XML

Notes Payable

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Notes Payable

NOTE 7 – NOTES PAYABLE

The Company has entered into various debt agreements to fund operations. A summary of outstanding non-convertible notes payable is as follows:

	September 30, 2017		December 31, 2016
Note payable to non-related party, unsecured, due on September 1, 2014, interest rate of 0%. Currently in default. Principal due on demand.	$	20,000	$	20,000
Note payable to non-related party, unsecured, due on December 31, 2014, interest rate of 0%. Currently in default. Principal due on demand.		5,000		5,000
Note payable to non-related party, secured by vehicles owned by the Company, due on October 22, 2016, interest rate of 15%. Currently in default. Principal and accrued interest due on demand.		100,000		100,000
Note payable to non-related party, unsecured, due on April 29, 2016, interest rate of 8%. Currently in default. Principal and accrued interest due on demand.		-		33,000
Note payable to non-related party, unsecured, due on June 22, 2016, interest rate of 8%. Currently in default. Principal and accrued interest due on demand.		-		73,455
Sale of future receivable to non-related party, secured by future accounts receivable, due on December 31, 2016. Principal due as future accounts receivable are collected.		27,154		27,154
Seller’s note from acquisition of Cresent Construction Company, due on March 31, 2022, interest rate of 6%. Semi-annual payments of $152,693 due in February and August required through maturation. There have been no payments on this note to date with the first being due no earlier than August 9, 2017. Payments are required upon 30 days’ written notice by the noteholder. The Company has not yet received the required written notice from the holder regarding payment being due.		1,300,000		-
Bonding note from acquisition of Cresent Construction Company, due on March 31, 2020, interest rate of 8%. Monthly payments of $7,834 required through maturation.		146,892		-
Vehicle loans. Secured by vehicles of Cresent Construction Company		7,261		-
Total principal outstanding		1,606,307		258,609
Less: debt discounts		-		-
Total balance	$	1,606,307	$	258,609

Required principal payments from September 30, 2017 forward are as follows:

2017	$	298,379
2018		335,102
2019		263,757
2020		270,965
2021		287,678
2022		150,426
Total	$	1,606,307

There was $124,344 and $27,377 of accrued interest payable on non-convertible notes payable as of September 30, 2017 and December 31, 2016.

XML

Convertible Notes Payable

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Convertible Notes Payable

NOTE 8 – CONVERTIBLE NOTES PAYABLE

The Company has entered into various convertible debt agreements to fund operations. A summary of outstanding convertible notes payable is as follows:

	September 30, 2017		December 31, 2016
Convertible note payable to non-related party, unsecured, interest of 10%, due on February 13, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.	$	50,000	$	50,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on April 8, 2016. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		15,000		15,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on March 21, 2016. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		30,000		30,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on May 9, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		50,000		50,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on November 4, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		25,000		25,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on July 15, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		50,000		50,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on September 3, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		25,000		25,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on October 31, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		25,000		25,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on October 21, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		20,000		20,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on December 30, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		45,000		45,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on March 26, 2016. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		25,000		25,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on April 26, 2013. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		30,000		30,000
Convertible note payable to non-related party, interest of 10%, unsecured, due on June 11, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the five days prior to conversion. The Company may not repay the convertible note in cash.		59,800		59,800
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on December 12, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 40% discount from the lowest closing bid price during the fifteen days prior to conversion. The Company may not repay the convertible note in cash.		128,087		55,000
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on July 7, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest closing bid price during the fifteen days prior to conversion. The Company may not repay the convertible note in cash.		27,466		27,466
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on August 6, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest closing bid price during the fifteen days prior to conversion. The Company may not repay the convertible note in cash.		28,269		-

Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 15, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	29,419	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 15, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	-	20,134
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on June 25, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	9,245	5,500
Convertible note payable to non-related party, interest rate of 8%, unsecured, due on July 7, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	-	77,947
Convertible note payable to non-related party, interest rate of 8%, unsecured, due on July 7, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	117,198	80,236
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on June 15, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	19,372	11,500
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on April 3, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	5,500	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 10, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	11,250	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on September 25, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	36,430	-

Convertible note payable to non-related party, interest rate of 12%, unsecured, due on April 15, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	147,463	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 20, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	15,000	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on April 14 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	38,500	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on February 16, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	11,500
		-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on July 1, 2017. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	69,990	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 19, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash.	-	60,000
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on September 30, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash.	25,600	47,000
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on August 19, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash.	16,018	16,018
Convertible note payable to non-related party, interest rate of 22%, unsecured, due on October 12, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion. The Company may not repay the convertible note in cash.	58,941	58,941

Convertible note payable to non-related party, interest rate of 12%, unsecured, due on August 30, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion. The Company may not repay the convertible note in cash.		36,000			36,000
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on November 3, 2017. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion effective May 3, 2017. The Company may not repay the note in cash.		47,725			16,500
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 11, 2018. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the lowest three intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.		38,525			-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on June 30, 2018. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the lowest three intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.		39,100			-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on August 7, 2018. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the lowest three intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.		86,250			-
Convertible note payable to non-related party, interest rate of 15%, default interest rate of 22%, unsecured, due on September 11, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 60% discount from the average of the the three lowest trading prices during the twenty five days prior to conversion. The Company may not repay the convertible note in cash.		16,651			16,651
Convertible note payable to non-related party, interest rate of 12%, default interest rate of 20%, unsecured, due on May 3, 2018. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest trading price during the twenty five days prior to conversion with a floor of $0.00005. The Company may not repay the convertible note in cash.		87,500			-
Convertible note payable to non-related party, interest rate of 22%, unsecured, due on October 28, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 60% discount from the average of the three lowest trading prices during the twenty five trading days prior to conversion. The Company may not repay the convertible note in cash.		-			9,050
Total principal outstanding		1,596,799			987,744
Less: debt discounts		(230,070	)		(1,581	)
Total balance	$	1,366,729		$	986,163

Required principal payments from September 30, 2017 forward are as follows:

2017	$	1,079,781
2018		517,018
Total	$	1,596,799

There was $44,722 and $250,452 of accrued interest payable on convertible notes payable as of September 30, 2017 and December 31, 2016.

The Company has recorded a derivative liability for each convertible note payable with a variable conversion rate. See Note 5 for further discussion.

During the nine months ended September 30, 2017, the Company accrued default penalties on convertible notes payable of $298,321. The default penalties represent agreed upon penalties as stipulated by the individual convertible note agreements calculated as a percentage of principal outstanding as of the date of default.

XML

Related Party Transactions

9 Months Ended

Sep. 30, 2017

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 9 – RELATED PARTY TRANSACTIONS

During the year ended December 31, 2014, the Company received an interest free $8,000 loan from a related party to fund operations. The loan is unsecured, due on demand and as such is included in current liabilities. There was $5,000 due as of September 30, 2017 and December 31, 2016, respectively.

During the year ended December 31, 2014, the Company received an interest free $2,000 loan from a related party to fund operations. The related party made additional advances of $396 during the year ended December 31, 2016 and additional advances of $100 during the nine months ended September 30, 2017. The loan is unsecured, due on demand and as such is included in current liabilities. There was $2,496 due as of September 30, 2017 and December 31, 2016, respectively.

The Company accrues management and consulting fees for its officers in accordance with employment and consulting agreements in place with each. As of September 30, 2017, there was a total of $203,455 accrued for unpaid wages, $33,177 for unused vacation time and $455,712 of accrued consulting fees due to officers for a total of $692,344 of accrued officer compensation as of September 30, 2017. As of December 31, 2016, there was a total of $133,916 accrued for unpaid wages, $28,849 for unused vacation time and $439,876 of accrued consulting fees due to officers for a total of $602,641 of accrued officer compensation as of December 31, 2016.

XML

Stockholders' Deficit

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Stockholders' Deficit

NOTE 10 – STOCKHOLDERS’ DEFICIT

The Company is authorized to issue up to 10,000,000,000 shares of $0.00001 par value common stock and 50,000,000 shares of $0.0001 par value blank check preferred stock of which 10,000,000 has been designated as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock may be converted to common stock at the option of the holder at the greater of one share of common for each share of Series A Convertible Preferred Stock or the par value of the stock divided by a 10% discount from the volume weighted average price of the common stock of the preceding ten trading days.

During the nine months ended September 30, 2017, the Company issued a total of 4,575,284,230 shares of common stock for the conversion of $235,100 of outstanding principal and 834,097,357 shares of common stock for the conversion of $43,057 of outstanding interest on convertible notes payable. All conversions were performed under the contractual terms of the respective notes payable. Additionally, during the nine months ended September 30, 2017, the Company issued a total of 260,000,000 common shares valued at $42,000 for services performed. The common shares issued for services were valued using the close price of the Company’s common stock on the date of issuance.

During the nine months ended September 30, 2017, the Company issued a total of 7,500,000 shares of Series A Convertible Preferred Stock for services rendered in connection with its acquisition of Cresent Construction Company. The shares of Series A Convertible Preferred Stock were valued on an as converted to common stock basis at $0.0009 per share resulting in a total value of $6,750.

There were 10,000,000 and 2,500,000 series A convertible preferred shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively.

There were 8,585,083,257 and 2,915,701,670 common shares issued and 8,585,033,257 and 2,915,651,670 outstanding at September 30, 2017 and December 31, 2016, respectively.

The Company has 8,585,033,257 common shares outstanding, a total of 28,859,390,077 common share equivalents as discussed in Note 4 – Significant Accounting Policies and 448,570 exercisable options and warrants as discussed in Note 12 – Stock Options for a total of 37,444,871,904 shares of common stock and common stock equivalents as of September 30, 2017. With 10,000,000,000 shares authorized, there are insufficient common shares in treasury to meet all of the Company’s common share equivalents obligations. 28,769,390,077 of the common share equivalents arise from outstanding convertible notes payable as discussed in Note 4 – Significant Accounting Policies and Note 8 – Convertible Notes Payable and as such have been recognized as a debt obligation in conjunction with the underlying derivative liabilities as discussed in Note 5 – Derivative Liabilities. The Company plans to remediate this shortfall either through a reverse stock split or an increased in the authorized common stock of the Company.

XML

Commitments and Contingencies

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 11 – COMMITMENTS AND CONTINGENCIES

The Company could become a party to various legal actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Company’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters.

As of the date of this report, except as described below, there are no material pending legal proceedings to which the Company is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities.

Payroll Tax Liabilities

As of September 30, 2017 and December 31, 2016 the Company had accrued $761,396 in payroll tax liabilities. The payment of these liabilities has not been made due to our limited profitability. Due to the uncertainty regarding our future profitability, it is difficult to predict our ability to pay these liabilities. As a result, a federal tax lien has been levied that will have to be satisfied.

Federal Income Tax Liability

On January 29, 2015, we received a notification from the Internal Revenue Service (the “IRS”) regarding deficiencies in our tax return for the year ended December 31, 2011. The notice was the result of not filing our tax return for the year then ended and included the results of an IRS examination which yielded an income tax amount due of $92,804 plus penalties and interest totaling $34,337 for a total amount due of $127,141. While we believe we will be able to successfully reduce the tax liability and assessed penalties to zero or near zero due to our net loss sustained during the year ended December 31, 2011, the possibility exists we will be unsuccessful and could face an assessment for the full amount of $127,141. As detailed in Note 4, there is an accrued liability of $127,141 for this potential payout as of September 30, 2017 and December 31, 2016.

Litigation

During the second quarter of 2017, the Company filed a lawsuit in the Superior Court in the County of Sacramento against TCA Global Credit Master Fund, LP (“TCA”) alleging lending fraud as TCA is not licensed or authorized to conduct investment banking or lending business in the State of California under the California Finance Lenders Law and default on the credit line for not having made the credit line available for use. The Company has requested a summary judgement in the amount of $1,730,046 for damages and attorney fees. TCA has filed counter suit claiming default on the credit line. Given the uncertain nature of the outcome of the suit and countersuit, the Company has not accrued for potential costs associated with an unfavorable outcome or potential gain associated with a favorable outcome.

Office Lease

On October 18, 2017, the Company entered into a lease for office space that requires minimum monthly payments for a period of three years. The monthly base rent during the first year is $2,900 with annual increases of 1% each year thereafter. The lease also requires monthly payment for common area maintenance of $300. Total future minimum payments under the terms of the lease are:

Year ended December 31,	Base Rent		CAM		Total
2017	$	8,700	$	899	$	9,599
2018		34,887		3,597		38,484
2019		35,236		3,597		38,833
2020		26,625		2,697		29,322
Total	$	105,448	$	10,790	$	116,238

XML

Stock Options

9 Months Ended

Sep. 30, 2017

Compensation Related Costs [Abstract]

Stock Options

NOTE 12 – STOCK OPTIONS

The following table summarizes all stock option activity for the nine months ended September 30, 2017:

	Shares		Weighted- Average Exercise Price Per Share
Outstanding, December 31, 2016		448,570	$	0.30
Granted		-		-
Exercised		-		-
Forfeited		-		-
Expired		-
Outstanding, September 30, 2017		448,570	$	0.30

The following table discloses information regarding outstanding and exercisable options at September 30, 2017:

		Outstanding						Exercisable
Exercise Prices		Number of Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Number of Option Shares		Weighted Average Exercise Price
$	0.30		448,570	$	0.30		0.64		448,570	$	0.30
			448,570	$	0.30		0.649		448,570	$	0.30

In determining the compensation cost of the stock options granted, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in these calculations are summarized as follows:

	December 31, 2014
Expected term of options granted		2 - 5 years
Expected volatility range		394 - 408	%
Range of risk-free interest rates		1.70 – 1.73	%
Expected dividend yield		0	%

XML

Acquisition

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Acquisition

NOTE 13 – ACQUISTION

On March 9, 2017, the Company, through a newly created special purpose entity, executed a share purchase agreement to acquire all outstanding ownership interests in Crescent Construction Company, Inc. a full service general contracting firm for total consideration of $1,800,000. The agreement required a cash payment of $500,000 at closing plus a note payable for $1,300,000. The note carries interest of 6%, matures on March 31, 2022 and requires equal semi-annual payments of $152,693. Additionally, the Company entered into a separate note payable with the seller for cash proceeds of $160,466. Because this note was executed simultaneously with the purchase agreement, it was considered part of the acquisition price which brought the total consideration to $1,960,466. The suit discussed in Note 11 – Commitments and Contingencies notwithstanding, TCA fulfilled its obligation to advance the Company the initial $500,000 against the credit line as discussed in Note 15 – Line of Credit which was paid to the seller as the initial cash payment due at closing.

The Company applied the acquisition method to the business combination and valued each of the assets acquired (cash, contracts receivable, equipment, non-compete agreements and contracts in progress) and liabilities assumed (accounts payable and accrued expenses and notes payable) at fair value as of the acquisition date. The cash, contracts receivable, accounts payable and accrued expenses and notes payable were deemed to be recorded at fair value as of the acquisition date. The Company determined the fair value of all equipment to be historical book value. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed based on provisional amounts. The allocation of the excess purchase price is not final and the amounts allocated to intangible assets are subject to change pending the completion of final valuations of certain assets and liabilities. Under the purchase agreement, the Company paid cash of $500,000 and issued a total of $1,460,466 of promissory notes for total consideration of $1,960,466. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

ASSETS ACQUIRED
Cash	$	160,466
Contracts receivable		611,320
Equipment		102,524
Non-compete agreement		32,468
Contracts in progress		157,002
Goodwill		1,474,907
Total assets acquired	$	2,538,687
LIABILITIES ASSUMED
Accounts payable and accrued expenses	$	565,215
Billings in excess of costs on uncompleted contracts		1,827
Notes payable		11,179
Total liabilities assumed		578,221
NET ASSETS ACQUIRED	$	1,960,466

In accordance with ASC 805-10-50, the Company is providing the following unaudited pro-forma condensed consolidated statements of operations to present a summary of the combined results of the Company’s condensed consolidated operations as if the acquisition had been completed as of the beginning of the reporting period. Adjustments were made to eliminate any inter-company transactions in the periods presented.

INTELLIGENT HIGHWAY SOLUTIONS

PRO-FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Revenue	$	1,186,266		$	2,346,558		$	3,981,871		$	5,961,199
Cost of sales		1,149,731			2,261,160			3,947,497			5,406,742
Gross profit		36,535			85,398			34,374			554,457
Operating expenses
Salaries and wages		41,443			45,671			149,709			172,289
General and administrative		161,931			115,670			561,166			359,844
Total operating expenses		203,374			161,341			710,875			532,133
Income (loss) from operations		(166,839	)		(75,943	)		(676,501	)		22,324
Other income (expense)
Gain (loss) on extinguishment of debt		(459,587	)		-			(459,587	)		2,142
Gain on sale of fixed assets		-			2,800			-			16,550
Penalties on convertible notes payable		(298,321	)		-			(298,321	)		-
Gain (loss) on derivative fair value adjustment		(443,974	)		131,728			10,073,464			350,003
Interest expense		(544,660	)		(69,139	)		(752,186	)		(409,955	)
Total other income (expense)		(1,746,542	)		65,389			8,563,370			(41,260	)
Income (loss) before income taxes		(1,913,381	)		(10,554	)		7,886,869			(18,936	)
Income tax expense		-			-			-			-
Net income (loss) before non-controlling interest		(1,913,381	)		(10,554	)		7,886,869			(18,936	)
Net (loss) income attributable to non-controlling interest		(13,574	)		-			(37,454	)		73,548
Net income (loss) attributable to Intelligent Highway Solutions	$	(1,899,807	)	$	(10,554	)	$	7,924,323		$	(92,484	)

XML

Equity Line of Credit

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Equity Line of Credit

NOTE 14 – EQUITY LINE OF CREDIT

On August 6, 2015, the Company entered into line of credit whereby it has the right to sell to the investor up to $5,000,000 of common stock over a period of 24 months. The Company may sell up to $100,000 of common stock, but not less than $5,000, at any time at is sole discretion by issuing a put notice to the investor. The sales price of the stock will be equal to a 30% discount from the average of the lowest two closing bid prices in the preceding five trading days. There is a minimum of ten trading days between put notices. The agreement requires the Company to issue 3% of the total credit line, or $150,000, in common stock with an issue price equal to the average of the daily volume weighted average prices of the Company’s common stock during the five business days immediately preceding the due date of the issuance. The Company did not exercise its rights under the agreement during the period ended September 30, 2017.

XML

Line of Credit

9 Months Ended

Sep. 30, 2017

Line Of Credit

Line of Credit

NOTE 15 – LINE OF CREDIT

On March 9, 2017, the Company entered into a revolving line of credit to borrow up to $5,000,000 dollars of which $631,855 was drawn immediately. Of the amount drawn on March 9, 2017, $500,000 was paid to the seller of Cresent Construction Company as the cash component of the acquisition and $131,855 was drawn to pay seller and financer acquisition related costs. The credit line carries interest at 12% per annum and matures on September 9, 2017 with all outstanding principal being due at maturity. Under the terms of the credit facility, the parties shall not incur or have outstanding funded indebtedness outside of those allowed under the terms of the agreement, enter into or permit and liens, enter into new investments in additional businesses outside of those permitted within the agreement, enter into a transfer of shares or merger, make capital expenditures or issue additional shares of stock without the consent of the credit line maker.

During the nine months ended September 30, 2017, the Company entered into a convertible note payable for $102,500 in exchange for an equal amount outstanding on the credit line. As of September 30, 2017, there was borrowing capacity of $4,500,000. There was $500,000 and $0 of principal drawn as of September 30, 2017 and December 31, 2016, respectively. There was $40,305 and $0 of accrued interest due at September 30, 2017 and December 31, 2016, respectively. The Company has filed suit against TCA claiming default and TCA has filed countersuit against the Company claiming default as discussed in Note 11 – Commitments and Contingencies.

XML

Subsequent Events

9 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

Subsequent Events

NOTE 16 – SUBSEQUENT EVENTS

On November 4, 2017, the Company issued a total of 119,009,000 common shares for the conversion of $5,950 of outstanding principal of convertible notes payable. The conversion was performed at contractual terms.

On November 17, 2017, the Company issued a total of 375,000,000 common shares for the conversion of $20,419 of outstanding interest on convertible notes payable. The conversion was performed at contractual terms.

XML

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred.

Actual results could differ from those estimates. The Company’s condensed consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Cash

Cash

The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The company does not have cash equivalents as of September 30, 2017 or December 31, 2016.

Loss on Extinguishment of Debt

Loss on Extinguishment of Debt

During the nine months ended September 30, 2017, the Company entered into a convertible note payable in exchange for two non-convertible notes payable and two convertible notes payable. The exchange was accounted for as a debt modification and the Company recognized a loss from the exchange of $61,546 as the difference in principal and accrued interest outstanding on the existing notes payable and the principal balance of the new convertible note payable. Additionally, the Company recorded a loss on the exchange of debt from the initial measurement of an embedded derivative liability on the convertible note payable of $451,254 and a gain from derivative liabilities on the existing convertible notes payable of $53,213 for a total loss on the exchange of debt of $459,587 for the three and nine months ended September 30, 2017.

Property, Plant and Equipment

Property, Plant and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

Depreciation is computed over the estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

	Estimated Useful Life
Furniture and fixtures	3 - 5 years
Machinery and equipment	5 years
Vehicles	5 years

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method. Balances of each asset class as of September 30, 2017 and December 31, 2016 were:

	September 30, 2017			December 31, 2016
Machinery and equipment	$	2,676		$	2,149
Furniture and fixtures		14,103			6,273
Leasehold improvements		37,270			-
Vehicles		56,897			-
Sub Total	$	110,946		$	8,422
Accumulated depreciation		(29,688	)		(8,102	)
Total	$	81,258		$	320

Depreciation expense for the three months ended September 30, 2017 and 2016 was $10,633 and $483, respectively.

Depreciation expense for the nine months ended September 30, 2017 and 2016 was $21,586 and $4,204, respectively.

Accrued Expenses and Other Liabilities

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following at September 30, 2017 and December 31, 2016:

	September 30, 2017		December 31, 2016
Payroll tax liabilities	$	761,396	$	761,396
Other payroll accruals		290,980		162,765
Federal and state income taxes payable		127,141		128,741
Accrued consulting fees due to management		455,712		439,876
Other		178,001		168,998
Total	$	1,813,230	$	1,661,776

Other accrued expenses mainly consist of accrued consulting fees due to management and other consulting firms. Of the $127,141 and $128,741 accrued for federal and state income taxes payable at September 30, 2017 and December 31, 2016, $127,141 relates to the federal income tax payable as discussed in Note 11 and $1,600 relates to state income taxes payable as of December 31, 2016.

Revenues and Cost of Revenues

Revenues and Cost of Revenues

Revenues from fixed-price and cost-plus contracts are recognized on the percentage of completion method, whereby revenues on long-term contracts are recorded on the basis of the Company’s estimates of the percentage of completion of contracts based on the ratio of the actual cost incurred to total estimated costs. This cost-to-cost method is used because management considers it to be the best available measure of progress on these contracts. Revenues from cost-plus-fee contracts are recognized on the basis of costs incurred during the period plus the fee earned, measured on the cost-to-cost method.

Cost of revenues include all direct material, sub-contract, labor, and certain other direct costs, as well as those indirect costs related to contract performance, such as indirect labor and fringe benefits. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changed in job performance, job conditions and estimated profitability may result in revisions to cost and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. Claims for additional contract revenue are recognized when realization of the claim in probable and the amount can be reasonably determined.

Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts

Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts

The following is a summary of the contracts in progress at September 30, 2017 and December 31, 2016:

	September 30, 2017			December 31, 2016
Costs incurred on uncompleted contracts	$	2,198,605		$	-
Profit earned on uncompleted contracts		121,602			-
		2,320,207			-
Billings to date		(2,382,957	)		-
	$	(62,750	)	$	-

This amount is included in the accompanying balance sheet under the following captions at September 30, 2017 and December 31, 2016:

	September 30, 2017		December 31, 2016
Billings in excess of costs and estimated earnings on uncompleted contracts	$	62,750	$	-

Fair Value Measurements

Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Derivative Liabilities

Derivative Liabilities

The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair market values of derivative liabilities over the life of the convertible notes.

Net Income (Loss) Per Share

Net Income (Loss) Per Share

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the specified period. Diluted earnings per common share is computed by dividing net income (loss) by the weighted average number of common shares and potential common shares during the specified period. For the nine months ended September 30, 2017, there was 28,859,390,077 such potentially dilutive shares included in the diluted weighted average shares outstanding. During the three months ended September 30, 2017 and the three and nine months ended September 30, 2016 potential common shares are not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. The potentially dilutive shares arise from the following instruments:

	2017
Convertible notes payable and accrued interest		28,769,390,077
Series A convertible preferred stock		90,000,000
Total		28,859,390,077

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In February 2015, the FASB issued ASC 2015-02, “Consolidation (Topic 810) - Amendments to the Consolidation Analysis.” This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. The Company adopted has this standard and determined it does not have a significant impact on its consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” This update eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. The new standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company has adopted this guidance and the adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows for the three or nine months ended September 30, 2017 or 2016.

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The amendments in this update simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted the new guidance on January 1, 2017. The primary impact of adoption was the recognition of excess tax benefits in our provision for income taxes rather than paid-in capital. However, as the Company has a full valuation allowance against its deferred tax asset, a corresponding adjustment was recorded to increase the valuation allowance.

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. The amendments in this update simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. This update is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 31, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing after January 1, 2017. The Company notes that this guidance applies to its reporting requirements and will implement the new guidance accordingly in performing goodwill impairment testing; however, the Company does not believe this update will have a material impact on the consolidated financial statements.

Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company.

XML

Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives

Depreciation is computed over the estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

	Estimated Useful Life
Furniture and fixtures	3 - 5 years
Machinery and equipment	5 years
Vehicles	5 years

Schedule of Property, Plant and Equipment

Balances of each asset class as of September 30, 2017 and December 31, 2016 were:

	September 30, 2017			December 31, 2016
Machinery and equipment	$	2,676		$	2,149
Furniture and fixtures		14,103			6,273
Leasehold improvements		37,270			-
Vehicles		56,897			-
Sub Total	$	110,946		$	8,422
Accumulated depreciation		(29,688	)		(8,102	)
Total	$	81,258		$	320

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following at September 30, 2017 and December 31, 2016:

	September 30, 2017		December 31, 2016
Payroll tax liabilities	$	761,396	$	761,396
Other payroll accruals		290,980		162,765
Federal and state income taxes payable		127,141		128,741
Accrued consulting fees due to management		455,712		439,876
Other		178,001		168,998
Total	$	1,813,230	$	1,661,776

Summary of Contracts in Progress

The following is a summary of the contracts in progress at September 30, 2017 and December 31, 2016:

	September 30, 2017			December 31, 2016
Costs incurred on uncompleted contracts	$	2,198,605		$	-
Profit earned on uncompleted contracts		121,602			-
		2,320,207			-
Billings to date		(2,382,957	)		-
	$	(62,750	)	$	-

Schedule of Billings in excess of costs and estimated earnings on uncompleted contracts

This amount is included in the accompanying balance sheet under the following captions at September 30, 2017 and December 31, 2016:

	September 30, 2017		December 31, 2016
Billings in excess of costs and estimated earnings on uncompleted contracts	$	62,750	$	-

Schedule of Potentially Dilutive Shares

The potentially dilutive shares arise from the following instruments:

	2017
Convertible notes payable and accrued interest		28,769,390,077
Series A convertible preferred stock		90,000,000
Total		28,859,390,077

XML

Derivative Liabilities (Tables)

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Schedule of Liabilities Measured at Fair Value on Recurring Basis

The following table presents information about the Company’s liabilities measured at fair value as of September 30, 2017 and December 31, 2016:

	Level 1		Level 2		Level 3		Fair Value at September 30, 2017
Liabilities
Derivative Liability	$	-	$	-	$	2,163,181	$	2,163,181

	Level 1		Level 2		Level 3		Fair Value at December 31, 2016
Liabilities
Derivative Liability	$	-	$	-	$	11,855,072	$	11,855,072

Schedule of Changes in Fair Value of Recurring Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

A summary of the activity of the derivative liability for the nine months ended September 30, 2017 is shown below:

Balance at December 31, 2016	$	11,855,072
Derivative liabilities recorded		1,110,163
Change due to note conversion		(675,377	)
Fair value adjustment		(10,073,464	)
Balance at September 30, 2017	$	2,163,181

A summary of the activity of the derivative liability for the nine months ended September 30, 2016 is shown below:

Balance at December 31, 2015	$	1,005,791
Derivative liabilities recorded		100,097
Change due to note conversion		(18,978	)
Fair value adjustment		(350,003	)
Balance at September 30, 2016	$	736,907

XML

Notes Payable (Tables)

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Schedule of Outstanding Non-convertible Notes Payable

The Company has entered into various debt agreements to fund operations. A summary of outstanding non-convertible notes payable is as follows:

	September 30, 2017		December 31, 2016
Note payable to non-related party, unsecured, due on September 1, 2014, interest rate of 0%. Currently in default. Principal due on demand.	$	20,000	$	20,000
Note payable to non-related party, unsecured, due on December 31, 2014, interest rate of 0%. Currently in default. Principal due on demand.		5,000		5,000
Note payable to non-related party, secured by vehicles owned by the Company, due on October 22, 2016, interest rate of 15%. Currently in default. Principal and accrued interest due on demand.		100,000		100,000
Note payable to non-related party, unsecured, due on April 29, 2016, interest rate of 8%. Currently in default. Principal and accrued interest due on demand.		-		33,000
Note payable to non-related party, unsecured, due on June 22, 2016, interest rate of 8%. Currently in default. Principal and accrued interest due on demand.		-		73,455
Sale of future receivable to non-related party, secured by future accounts receivable, due on December 31, 2016. Principal due as future accounts receivable are collected.		27,154		27,154
Seller’s note from acquisition of Cresent Construction Company, due on March 31, 2022, interest rate of 6%. Semi-annual payments of $152,693 due in February and August required through maturation. There have been no payments on this note to date with the first being due no earlier than August 9, 2017. Payments are required upon 30 days’ written notice by the noteholder. The Company has not yet received the required written notice from the holder regarding payment being due.		1,300,000		-
Bonding note from acquisition of Cresent Construction Company, due on March 31, 2020, interest rate of 8%. Monthly payments of $7,834 required through maturation.		146,892		-
Vehicle loans. Secured by vehicles of Cresent Construction Company		7,261		-
Total principal outstanding		1,606,307		258,609
Less: debt discounts		-		-
Total balance	$	1,606,307	$	258,609

Schedule of Outstanding Notes Payable Required Principal Payments

Required principal payments from September 30, 2017 forward are as follows:

2017	$	298,379
2018		335,102
2019		263,757
2020		270,965
2021		287,678
2022		150,426
Total	$	1,606,307

XML

Convertible Notes Payable (Tables)

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Schedule of Outstanding Convertible Notes Payable

The Company has entered into various convertible debt agreements to fund operations. A summary of outstanding convertible notes payable is as follows:

	September 30, 2017		December 31, 2016
Convertible note payable to non-related party, unsecured, interest of 10%, due on February 13, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.	$	50,000	$	50,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on April 8, 2016. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		15,000		15,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on March 21, 2016. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		30,000		30,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on May 9, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		50,000		50,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on November 4, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		25,000		25,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on July 15, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		50,000		50,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on September 3, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		25,000		25,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on October 31, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		25,000		25,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on October 21, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		20,000		20,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on December 30, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		45,000		45,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on March 26, 2016. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		25,000		25,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on April 26, 2013. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand.		30,000		30,000
Convertible note payable to non-related party, interest of 10%, unsecured, due on June 11, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the five days prior to conversion. The Company may not repay the convertible note in cash.		59,800		59,800
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on December 12, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 40% discount from the lowest closing bid price during the fifteen days prior to conversion. The Company may not repay the convertible note in cash.		128,087		55,000
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on July 7, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest closing bid price during the fifteen days prior to conversion. The Company may not repay the convertible note in cash.		27,466		27,466
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on August 6, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest closing bid price during the fifteen days prior to conversion. The Company may not repay the convertible note in cash.		28,269		-

Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 15, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	29,419	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 15, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	-	20,134
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on June 25, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	9,245	5,500
Convertible note payable to non-related party, interest rate of 8%, unsecured, due on July 7, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	-	77,947
Convertible note payable to non-related party, interest rate of 8%, unsecured, due on July 7, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	117,198	80,236
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on June 15, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	19,372	11,500
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on April 3, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	5,500	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 10, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	11,250	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on September 25, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	36,430	-

Convertible note payable to non-related party, interest rate of 12%, unsecured, due on April 15, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	147,463	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 20, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	15,000	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on April 14 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	38,500	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on February 16, 2018. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	11,500
		-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on July 1, 2017. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.	69,990	-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 19, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash.	-	60,000
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on September 30, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash.	25,600	47,000
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on August 19, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash.	16,018	16,018
Convertible note payable to non-related party, interest rate of 22%, unsecured, due on October 12, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion. The Company may not repay the convertible note in cash.	58,941	58,941

Convertible note payable to non-related party, interest rate of 12%, unsecured, due on August 30, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion. The Company may not repay the convertible note in cash.		36,000			36,000
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on November 3, 2017. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion effective May 3, 2017. The Company may not repay the note in cash.		47,725			16,500
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 11, 2018. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the lowest three intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.		38,525			-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on June 30, 2018. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the lowest three intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.		39,100			-
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on August 7, 2018. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the lowest three intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash.		86,250			-
Convertible note payable to non-related party, interest rate of 15%, default interest rate of 22%, unsecured, due on September 11, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 60% discount from the average of the the three lowest trading prices during the twenty five days prior to conversion. The Company may not repay the convertible note in cash.		16,651			16,651
Convertible note payable to non-related party, interest rate of 12%, default interest rate of 20%, unsecured, due on May 3, 2018. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest trading price during the twenty five days prior to conversion with a floor of $0.00005. The Company may not repay the convertible note in cash.		87,500			-
Convertible note payable to non-related party, interest rate of 22%, unsecured, due on October 28, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 60% discount from the average of the three lowest trading prices during the twenty five trading days prior to conversion. The Company may not repay the convertible note in cash.		-			9,050
Total principal outstanding		1,596,799			987,744
Less: debt discounts		(230,070	)		(1,581	)
Total balance	$	1,366,729		$	986,163

Schedule of Outstanding Convertible Notes Payable Required Principal Payments

Required principal payments from September 30, 2017 forward are as follows:

2017	$	1,079,781
2018		517,018
Total	$	1,596,799

XML

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Payments Under Operating leases

Total future minimum payments under the terms of the lease are:

Year ended December 31,	Base Rent		CAM		Total
2017	$	8,700	$	899	$	9,599
2018		34,887		3,597		38,484
2019		35,236		3,597		38,833
2020		26,625		2,697		29,322
Total	$	105,448	$	10,790	$	116,238

XML

Stock Options (Tables)

9 Months Ended

Sep. 30, 2017

Compensation Related Costs [Abstract]

Schedule of Stock Option Activity

The following table summarizes all stock option activity for the nine months ended September 30, 2017:

	Shares		Weighted- Average Exercise Price Per Share
Outstanding, December 31, 2016		448,570	$	0.30
Granted		-		-
Exercised		-		-
Forfeited		-		-
Expired		-
Outstanding, September 30, 2017		448,570	$	0.30

Schedule of Outstanding and Exercisable Options

The following table discloses information regarding outstanding and exercisable options at September 30, 2017:

		Outstanding						Exercisable
Exercise Prices		Number of Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Number of Option Shares		Weighted Average Exercise Price
$	0.30		448,570	$	0.30		0.64		448,570	$	0.30
			448,570	$	0.30		0.649		448,570	$	0.30

Estimated of Grant Using the Black-scholes Option Pricing Model

The assumptions used in these calculations are summarized as follows:

	December 31, 2014
Expected term of options granted		2 - 5 years
Expected volatility range		394 - 408	%
Range of risk-free interest rates		1.70 – 1.73	%
Expected dividend yield		0	%

XML

Acquisition (Tables)

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Schedule of Assets Acquired and Liabilities Assumed

The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

ASSETS ACQUIRED
Cash	$	160,466
Contracts receivable		611,320
Equipment		102,524
Non-compete agreement		32,468
Contracts in progress		157,002
Goodwill		1,474,907
Total assets acquired	$	2,538,687
LIABILITIES ASSUMED
Accounts payable and accrued expenses	$	565,215
Billings in excess of costs on uncompleted contracts		1,827
Notes payable		11,179
Total liabilities assumed		578,221
NET ASSETS ACQUIRED	$	1,960,466

Schedule of Pro-Forma Information

Adjustments were made to eliminate any inter-company transactions in the periods presented.

INTELLIGENT HIGHWAY SOLUTIONS

PRO-FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Revenue	$	1,186,266		$	2,346,558		$	3,981,871		$	5,961,199
Cost of sales		1,149,731			2,261,160			3,947,497			5,406,742
Gross profit		36,535			85,398			34,374			554,457
Operating expenses
Salaries and wages		41,443			45,671			149,709			172,289
General and administrative		161,931			115,670			561,166			359,844
Total operating expenses		203,374			161,341			710,875			532,133
Income (loss) from operations		(166,839	)		(75,943	)		(676,501	)		22,324
Other income (expense)
Gain (loss) on extinguishment of debt		(459,587	)		-			(459,587	)		2,142
Gain on sale of fixed assets		-			2,800			-			16,550
Penalties on convertible notes payable		(298,321	)		-			(298,321	)		-
Gain (loss) on derivative fair value adjustment		(443,974	)		131,728			10,073,464			350,003
Interest expense		(544,660	)		(69,139	)		(752,186	)		(409,955	)
Total other income (expense)		(1,746,542	)		65,389			8,563,370			(41,260	)
Income (loss) before income taxes		(1,913,381	)		(10,554	)		7,886,869			(18,936	)
Income tax expense		-			-			-			-
Net income (loss) before non-controlling interest		(1,913,381	)		(10,554	)		7,886,869			(18,936	)
Net (loss) income attributable to non-controlling interest		(13,574	)		-			(37,454	)		73,548
Net income (loss) attributable to Intelligent Highway Solutions	$	(1,899,807	)	$	(10,554	)	$	7,924,323		$	(92,484	)

XML

Summary of Significant Accounting Policies (Details Narrative)	Mar. 09, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Ownership interest, percentage	80.00%

XML

Going Concern (Details Narrative) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Accumulated deficit	$ 14,402,903	$ 22,299,386
Working capital deficit	$ 6,995,639

XML

Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Accounting Policies [Abstract]
Principal and accrued interest outstanding			$ 61,546
Loss on embedded derivative liability			451,254
Gain from derivative liabilities			53,213
Loss on extinguishment of debt	$ (459,587)		(459,587)	$ 2,142
Depreciation expense	10,633	$ 483	21,586	$ 4,204
Federal and state income taxes payable	$ 127,141		$ 127,141		$ 128,741
Federal income tax payable					127,141
State income taxes payable					$ 1,600
Antidilutive securities excluded from computation of earnings per share, amount			28,859,390,077

XML

Significant Accounting Policies - Schedule of Estimated Useful Lives (Details)	9 Months Ended
	Sep. 30, 2017
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years

XML

Significant Accounting Policies - Schedule of Property, Plant and Equipment (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 110,946	$ 8,422
Accumulated depreciation	(29,688)	(8,101)
Total	81,258	320
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,676	2,149
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	14,103	6,273
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	37,270
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 56,897

XML

Significant Accounting Policies - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Payroll tax liabilities	$ 761,396	$ 761,396
Other payroll accruals	290,980	162,765
Federal and state income taxes payable	127,141	128,741
Accrued consulting fees due to management	455,712	439,876
Other	178,001	168,998
Total	$ 1,813,230	$ 1,661,776

XML

Significant Accounting Policies - Summary of Contracts in Progress (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Significant Accounting Policies - Summary Of Contracts In Progress Details
Costs incurred on uncompleted contracts	$ 2,198,605
Profit earned on uncompleted contracts	121,602
Total uncompleted contracts	2,320,207
Billings to date	(2,382,957)
Billings in excess of costs and estimated earnings on uncompleted contracts	$ (62,750)

XML

Significant Accounting Policies - Schedule of Billings in excess of costs and estimated earnings on uncompleted contracts (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Significant Accounting Policies - Summary Of Contracts In Progress Details
Billings in excess of costs and estimated earnings on uncompleted contracts	$ 62,750

XML

Significant Accounting Policies - Schedule of Potentially Dilutive Shares (Details)	9 Months Ended
	Sep. 30, 2017 shares
Total	28,859,390,077
Convertible Notes Payable and Accrued Interest [Member]
Total	28,769,390,077
Series A Convertible Preferred Stock [Member]
Total	90,000,000

XML

Derivative Liabilities (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Derivative liability	$ 2,163,181		$ 2,163,181		$ 11,855,072
Loss on extinguishment of debt	(459,587)		(459,587)	$ 2,142
Debt discount			173,979	243,052
Interest expense	308,292	69,017	463,653	373,066
Gain (loss) on derivative fair value adjustment	(443,974)	131,728	$ 10,073,464	350,003
Fair value assumptions, expected dividend rate			0.00%
Minimum [Member]
Fair value assumptions, risk free interest rate			0.96%
Fair value assumptions, expected term			1 month 6 days
Fair value assumptions, expected volatility rate			318.00%
Maximum [Member]
Fair value assumptions, risk free interest rate			1.31%
Fair value assumptions, expected term			1 year
Fair value assumptions, expected volatility rate			544.00%
Fair Value, Inputs, Level 3 [Member]
Gain (loss) on derivative fair value adjustment	(443,974)	$ 131,728	$ 10,073,464	$ 350,003
Derivative Liabilities [Member]
Derivative liability	$ 1,110,163		1,110,163
Loss on extinguishment of debt			451,254
Debt discount			357,567
Interest expense			$ 301,342

XML

Derivative Liabilities - Schedule of Liabilities Measured at Fair Value On Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	$ 2,163,181	$ 11,855,072
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	$ 2,163,181	$ 11,855,072

XML

Derivative Liabilities - Schedule of Changes in Fair Value of Recurring Fair Value Measurements Using Significant Unobservable Inputs(Level 3) (Details) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Fair Value Disclosures [Abstract]
Balance	$ 11,855,072	$ 1,005,791
Derivative liabilities recorded	1,110,163	100,097
Change due to note conversion	(675,377)	(18,978)
Fair value adjustment	(10,073,464)	(350,003)
Balance	$ 2,163,181	$ 736,907

XML

Notes Payable (Details Narrative) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Short-term Debt [Line Items]
Accrued interest payable	$ 40,305	$ 0
Non-convertible Notes Payable [Member]
Short-term Debt [Line Items]
Accrued interest payable	$ 124,344	$ 27,377

XML

Notes Payable - Schedule of Outstanding Non-convertible Notes Payable (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Total principal outstanding	$ 1,606,307	$ 258,609
Less: debt discounts
Notes payable	1,606,307	258,609
Notes Payable One [Member]
Total principal outstanding	20,000	20,000
Notes Payable Two [Member]
Total principal outstanding	5,000	5,000
Notes Payable Three [Member]
Total principal outstanding	100,000	100,000
Notes Payable Four [Member]
Total principal outstanding		33,000
Notes Payable Five [Member]
Total principal outstanding		73,455
Notes Payable Six [Member]
Total principal outstanding	27,154	27,154
Notes Payable Seven [Member]
Total principal outstanding	1,300,000
Notes Payable Eight [Member]
Total principal outstanding	146,892
Notes Payable Nine [Member]
Total principal outstanding	$ 7,261

XML

Notes Payable - Schedule of Outstanding Non-convertible Notes Payable (Details) (Parenthetical) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Notes Payable One [Member]
Debt instrument, due date	Sep. 01, 2014	Sep. 01, 2014
Debt instrument, interest rate	0.00%	0.00%
Notes Payable Two [Member]
Debt instrument, due date	Dec. 31, 2014	Dec. 31, 2014
Debt instrument, interest rate	0.00%	0.00%
Notes Payable Three [Member]
Debt instrument, due date	Oct. 22, 2016	Oct. 22, 2016
Debt instrument, interest rate	15.00%	15.00%
Notes Payable Four [Member]
Debt instrument, due date	Apr. 29, 2016	Apr. 29, 2016
Debt instrument, interest rate	8.00%	8.00%
Notes Payable Five [Member]
Debt instrument, due date	Jun. 22, 2016	Jun. 22, 2016
Debt instrument, interest rate	8.00%	8.00%
Notes Payable Six [Member]
Debt instrument, due date	Dec. 31, 2016	Dec. 31, 2016
Notes Payable Seven [Member]
Debt instrument, due date	Mar. 31, 2022	Mar. 31, 2022
Debt instrument, interest rate	6.00%	6.00%
Debt instrument, periodic payment	$ 152,693	$ 152,693
Debt instrument, payment terms	Due in February and August required through maturation. There have been no payments on this note to date with the first being due on August 9, 2017.	Due in February and August required through maturation. There have been no payments on this note to date with the first being due on August 9, 2017.
Notes Payable Eight [Member]
Debt instrument, due date	Mar. 31, 2020	Mar. 31, 2020
Debt instrument, interest rate	8.00%	8.00%
Debt instrument, periodic payment	$ 7,834	$ 7,834
Debt instrument, payment terms	Monthly payments of $7,834 required through maturation.	Monthly payments of $7,834 required through maturation.

XML

Notes Payable - Schedule of Outstanding Notes Payable Required Principal Payments (Details)	Sep. 30, 2017 USD ($)
Debt Disclosure [Abstract]
2017	$ 298,379
2018	335,102
2019	263,757
2020	270,965
2021	287,678
2022	150,426
Total	$ 1,606,307

XML

Convertible Notes Payable (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Accrued interest payable	$ 40,305	$ 0
Convertible Notes Payable [Member]
Accrued interest payable	44,722	$ 250,452
Accrued default penalties	$ 298,321

XML

Convertible Notes Payable - Schedule of Outstanding Convertible Notes Payable (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Total principal outstanding	$ 1,596,799	$ 987,744
Less: debt discounts	(230,070)	(1,581)
Convertible notes payable	1,366,729	986,163
Convertible Notes Payable One [Member]
Total principal outstanding	50,000	50,000
Convertible Notes Payable Two [Member]
Total principal outstanding	15,000	15,000
Convertible Notes Payable Three [Member]
Total principal outstanding	30,000	30,000
Convertible Notes Payable Four [Member]
Total principal outstanding	50,000	50,000
Convertible Notes Payable Five [Member]
Total principal outstanding	25,000	25,000
Convertible Notes Payable Six [Member]
Total principal outstanding	50,000	50,000
Convertible Notes Payable Seven [Member]
Total principal outstanding	25,000	25,000
Convertible Notes Payable Eight [Member]
Total principal outstanding	25,000	25,000
Convertible Notes Payable Nine [Member]
Total principal outstanding	20,000	20,000
Convertible Notes Payable Ten [Member]
Total principal outstanding	45,000	45,000
Convertible Notes Payable Eleven [Member]
Total principal outstanding	25,000	25,000
Convertible Notes Payable Twelve [Member]
Total principal outstanding	30,000	30,000
Convertible Notes Payable Thirteen [Member]
Total principal outstanding	59,800	59,800
Convertible Notes Payable Fourteen [Member]
Total principal outstanding	128,087	55,000
Convertible Notes Payable Fifteen [Member]
Total principal outstanding	27,466	27,466
Convertible Notes Payable Sixteen [Member]
Total principal outstanding	28,269
Convertible Notes Payable Seventeen [Member]
Total principal outstanding	29,419
Convertible Notes Payable Eighteen [Member]
Total principal outstanding		20,134
Convertible Notes Payable Nineteen [Member]
Total principal outstanding	9,245	5,500
Convertible Notes Payable Twenty [Member]
Total principal outstanding		77,947
Convertible Notes Payable Twenty One [Member]
Total principal outstanding	117,198	80,236
Convertible Notes Payable Twenty Two [Member]
Total principal outstanding	19,372	11,500
Convertible Notes Payable Twenty Three [Member]
Total principal outstanding	5,500
Convertible Notes Payable Twenty Four [Member]
Total principal outstanding	11,250
Convertible Notes Payable Twenty Five [Member]
Total principal outstanding	36,430
Convertible Notes Payable Twenty Six [Member]
Total principal outstanding	147,463
Convertible Notes Payable Twenty Seven [Member]
Total principal outstanding	15,000
Convertible Notes Payable Twenty Eight [Member]
Total principal outstanding	38,500
Convertible Notes Payable Twenty Nine [Member]
Total principal outstanding	11,500
Convertible Notes Payable Thirty [Member]
Total principal outstanding	69,990
Convertible Notes Payable Thirty One [Member]
Total principal outstanding		60,000
Convertible Notes Payable Thirty Two [Member]
Total principal outstanding	25,600	47,000
Convertible Notes Payable Thirty Three [Member]
Total principal outstanding	16,018	16,018
Convertible Notes Payable Thirty Four [Member]
Total principal outstanding	58,941	58,941
Convertible Notes Payable Thirty Five [Member]
Total principal outstanding	36,000	36,000
Convertible Notes Payable Thirty Six [Member]
Total principal outstanding	47,725	16,500
Convertible Notes Payable Thirty Seven [Member]
Total principal outstanding	38,525
Convertible Notes Payable Thirty Eight [Member]
Total principal outstanding	39,100
Convertible Notes Payable Thirty Nine [Member]
Total principal outstanding	86,250
Convertible Notes Payable Forty [Member]
Total principal outstanding	16,651	16,651
Convertible Notes Payable Forty One [Member]
Total principal outstanding	87,500
Convertible Notes Payable Forty Two [Member]
Total principal outstanding		$ 9,050

XML

Convertible Notes Payable - Schedule of Outstanding Convertible Notes Payable (Details) (Parenthetical) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Convertible Notes Payable One [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument conversion price	$ 0.30	$ 0.30
Debt instrument, due date	Feb. 13, 2015	Feb. 13, 2015
Convertible Notes Payable Two [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument conversion price	$ 0.30	$ 0.30
Debt instrument, due date	Apr. 08, 2016	Apr. 08, 2016
Convertible Notes Payable Three [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument conversion price	$ 0.30	$ 0.30
Debt instrument, due date	Mar. 21, 2016	Mar. 21, 2016
Convertible Notes Payable Four [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument conversion price	$ 0.30	$ 0.30
Debt instrument, due date	May 09, 2015	May 09, 2015
Convertible Notes Payable Five [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument conversion price	$ 0.30	$ 0.30
Debt instrument, due date	Nov. 04, 2015	Nov. 04, 2015
Convertible Notes Payable Six [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument conversion price	$ 0.30	$ 0.30
Debt instrument, due date	Jul. 15, 2015	Jul. 15, 2015
Convertible Notes Payable Seven [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument conversion price	$ 0.30	$ 0.30
Debt instrument, due date	Sep. 03, 2015	Sep. 03, 2015
Convertible Notes Payable Eight [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument conversion price	$ 0.30	$ 0.30
Debt instrument, due date	Oct. 31, 2015	Oct. 31, 2015
Convertible Notes Payable Nine [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument conversion price	$ 0.30	$ 0.30
Debt instrument, due date	Oct. 21, 2015	Oct. 21, 2015
Convertible Notes Payable Ten [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument conversion price	$ 0.30	$ 0.30
Debt instrument, due date	Dec. 30, 2015	Dec. 30, 2015
Convertible Notes Payable Eleven [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument conversion price	$ 0.30	$ 0.30
Debt instrument, due date	Mar. 26, 2016	Mar. 26, 2016
Convertible Notes Payable Twelve [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument conversion price	$ 0.30	$ 0.30
Debt instrument, due date	Apr. 26, 2013	Apr. 26, 2013
Convertible Notes Payable Thirteen [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument, due date	Jun. 11, 2016	Jun. 11, 2016
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the five days prior to conversion. the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the five days prior to conversion.	at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the five days prior to conversion.
Convertible Notes Payable Fourteen [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument, due date	Dec. 12, 2015	Dec. 12, 2015
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 40% discount from the lowest closing bid price during the fifteen days prior to conversion.	the option of the holder into common stock at a price equal to a 40% discount from the lowest closing bid price during the fifteen days prior to conversion.
Convertible Notes Payable Fifteen [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument, due date	Jul. 07, 2016	Jul. 07, 2016
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 45% discount from the lowest closing bid price during the fifteen days prior to conversion.	the option of the holder into common stock at a price equal to a 45% discount from the lowest closing bid price during the fifteen days prior to conversion.
Convertible Notes Payable Sixteen [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument, due date	Aug. 06, 2016	Aug. 06, 2016
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 45% discount from the lowest closing bid price during the fifteen days prior to conversion.	the option of the holder into common stock at a price equal to a 45% discount from the lowest closing bid price during the fifteen days prior to conversion.
Convertible Notes Payable Seventeen [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	May 15, 2016	May 15, 2016
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.	the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.
Convertible Notes Payable Eighteen [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	May 15, 2016	May 15, 2016
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.	the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.
Convertible Notes Payable Nineteen [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument, due date	Jun. 25, 2016	Jun. 25, 2016
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.	the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.
Convertible Notes Payable Twenty [Member]
Debt instrument, interest rate	8.00%	8.00%
Debt instrument, due date	Jul. 07, 2016	Jul. 07, 2016
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.	the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.
Convertible Notes Payable Twenty One [Member]
Debt instrument, interest rate	8.00%	8.00%
Debt instrument, due date	Jul. 07, 2016	Jul. 07, 2016
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.	the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.
Convertible Notes Payable Twenty Two [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument, due date	Jun. 15, 2016	Jun. 15, 2016
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.	the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.
Convertible Notes Payable Twenty Three [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	Apr. 03, 2018	Apr. 03, 2018
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.	the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.
Convertible Notes Payable Twenty Four [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	May 10, 2018	May 10, 2018
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.	the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.
Convertible Notes Payable Twenty Five [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	Sep. 25, 2018	Sep. 25, 2018
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.	the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.
Convertible Notes Payable Twenty Six [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	Apr. 15, 2018	Apr. 15, 2018
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.	the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.
Convertible Notes Payable Twenty Seven [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	May 20, 2018	May 20, 2018
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.	the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.
Convertible Notes Payable Twenty Eight [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	Apr. 14, 2018	Apr. 14, 2018
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.	the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.
Convertible Notes Payable Twenty Nine [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	Feb. 16, 2018	Feb. 16, 2018
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.	the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.
Convertible Notes Payable Thirty [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	Jul. 01, 2017	Jul. 01, 2017
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.	the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.the option of the holder into common stock at a price equal to a 42% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion.
Convertible Notes Payable Thirty One [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	May 19, 2016	May 19, 2016
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.
Convertible Notes Payable Thirty Two [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	Sep. 30, 2016	Sep. 30, 2016
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.
Convertible Notes Payable Thirty Three [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	Aug. 19, 2015	Aug. 19, 2015
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.
Convertible Notes Payable Thirty Four [Member]
Debt instrument, interest rate	22.00%	22.00%
Debt instrument, due date	Oct. 12, 2015	Oct. 12, 2015
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.
Convertible Notes Payable Thirty Five [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	Aug. 30, 2016	Aug. 30, 2016
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.
Convertible Notes Payable Thirty Six [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	Nov. 03, 2017	Nov. 03, 2017
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.
Convertible Notes Payable Thirty Seven [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	May 11, 2018	May 11, 2018
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.
Convertible Notes Payable Thirty Eight [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	Jun. 30, 2018	Jun. 30, 2018
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.
Convertible Notes Payable Thirty Nine [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, due date	Aug. 07, 2018	Aug. 07, 2018
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.	the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion.
Convertible Notes Payable Forty [Member]
Debt instrument, interest rate	15.00%	15.00%
Debt instrument, due date	Sep. 11, 2015	Sep. 11, 2015
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 60% discount from the average of the the three lowest trading prices during the twenty five days prior to conversion.	the option of the holder into common stock at a price equal to a 60% discount from the average of the the three lowest trading prices during the twenty five days prior to conversion.
Debt instrument, default percentage	22.00%	22.00%
Convertible Notes Payable Forty One [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument conversion price	$ 0.00005	$ 0.00005
Debt instrument, due date	May 03, 2018	May 03, 2018
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 45% discount from the lowest trading price during the twenty five days prior to conversion	the option of the holder into common stock at a price equal to a 45% discount from the lowest trading price during the twenty five days prior to conversion
Debt instrument, default percentage	20.00%	20.00%
Convertible Notes Payable Forty Two [Member]
Debt instrument, interest rate	22.00%	22.00%
Debt instrument, due date	Oct. 28, 2015	Oct. 28, 2015
Debt instrument, convertible, terms of conversion feature	the option of the holder into common stock at a price equal to a 60% discount from the average of the three lowest trading prices during the twenty five trading days prior to conversion.	the option of the holder into common stock at a price equal to a 60% discount from the average of the three lowest trading prices during the twenty five trading days prior to conversion.

XML

Convertible Notes Payable - Schedule of Outstanding Convertible Notes Payable Required Principal Payments (Details)	Sep. 30, 2017 USD ($)
2017	$ 298,379
2018	263,757
Total	1,606,307
Convertible Notes Payable [Member]
2017	1,079,781
2018	517,018
Total	$ 1,596,799

XML

Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2014
Related Party Transaction [Line Items]
Proceeds from related party debt	$ 100	$ 396
Accrued for unpaid wages	203,455		$ 133,916
Unused vacation time	33,177		28,849
Accrued consulting fees	455,712		439,876
Accrued officer compensation	692,344		602,641
Related Party One [Member]
Related Party Transaction [Line Items]
Proceeds from related party debt				$ 8,000
Due from (to) related party	5,000		5,000
Related Party Two [Member]
Related Party Transaction [Line Items]
Proceeds from related party debt	100		396	$ 2,000
Due from (to) related party	$ 2,496		$ 2,396

XML

Stockholders' Deficit (Details Narrative) - USD ($)		9 Months Ended
	Aug. 06, 2015	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Stockholders Equity Note [Line Items]
Common stock, shares authorized		10,000,000,000		10,000,000,000
Common stock, par value		$ 0.00001		$ 0.00001
Preferred stock, shares authorized		10,000,000		10,000,000
Number of blank check preferred stock par value		$ 0.00001		$ 0.00001
Debt conversion, converted instrument, shares issued		28,769,390,077
Debt conversion, converted instrument, amount		$ 235,101	$ 5,825
Series A convertible preferred stock, shares issued		10,000,000		2,500,000
Series A convertible preferred stock, shares outstanding		10,000,000		2,500,000
Common stock, shares, issued		8,585,083,257		2,915,701,670
Common stock, shares outstanding		8,585,033,257		2,915,651,670
Common share equivalents		28,859,390,077
Exercisable options and warrants		448,570
Stock Options [Member]
Stockholders Equity Note [Line Items]
Common share equivalents		37,444,871,904
Convertible Notes Payable [Member]
Stockholders Equity Note [Line Items]
Debt conversion, converted instrument, shares issued		834,097,357
Debt conversion, converted instrument, amount		$ 43,057
Common Stock [Member]
Stockholders Equity Note [Line Items]
Weighted average discount rate, percent	30.00%	10.00%
Debt conversion, converted instrument, shares issued		4,575,284,230
Debt conversion, converted instrument, amount		$ 235,100
Issuance of common stock for services, shares		260,000,000
Issuance of common stock for services		$ 42,000
Blank Check Preferred Stock [Member]
Stockholders Equity Note [Line Items]
Preferred stock, shares authorized		50,000,000
Number of blank check preferred stock par value		$ 0.0001
Series A Convertible Preferred Stock [Member]
Stockholders Equity Note [Line Items]
Preferred stock designated, shares		10,000,000
Issuance of common stock for services, shares		7,500,000
Issuance of common stock for services		$ 6,750
Common stock price per share		$ 0.0009

XML

Commitments and Contingencies (Details Narrative) - USD ($)		9 Months Ended
	Oct. 18, 2017	Sep. 30, 2017	Dec. 31, 2016	Jan. 29, 2015
Commitments and Contingencies Disclosure [Abstract]
Accrued payroll tax liabilities		$ 761,396	$ 761,396
Yielded income tax amount due				$ 92,804
Penalties and interest total				34,337
Accrued income taxes, current				$ 127,141
Accrued liability		127,141	$ 127,141
Damages value		$ 1,730,046
Monthly base rent	$ 29,000
Percentage of annual increase in base rent	1.00%
Payment for common area maintenance	$ 300

XML

Commitments and Contingencies - Schedule of Future Minimum Payments Under Operating leases (Details)	Sep. 30, 2017 USD ($)
2017	$ 9,599
2018	38,484
2019	38,833
2020	29,322
Total	116,238
Base Rent [Member]
2017	8,700
2018	34,887
2019	35,236
2020	26,625
Total	105,448
CAM [Member]
2017	899
2018	3,597
2019	3,597
2020	2,697
Total	$ 10,790

XML

Stock Options - Schedule of Stock Option Activity (Details)	9 Months Ended
	Sep. 30, 2017 $ / shares shares
Compensation Related Costs [Abstract]
Shares Outstanding Beginning Balance | shares	448,570
Shares, Granted | shares
Shares, Exercised | shares
Shares, Forfeited | shares
Shares, Expired | shares
Shares Outstanding Ending Balance | shares	448,570
Weighted Average Exercise Price Per Share, Beginning Balance | $ / shares	$ 0.30
Weighted Average Exercise Price Per Share, Granted | $ / shares
Weighted Average Exercise Price Per Share, Exercised | $ / shares
Weighted Average Exercise Price Per Share, Forfeited | $ / shares
Weighted Average Exercise Price Per Share, Expired | $ / shares
Weighted Average Exercise Price Per Share, Ending Balance | $ / shares	$ 0.30

XML

Stock Options - Schedule of Outstanding and Exercisable Options (Details) - $ / shares	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Stock Options And Warrants [Line Items]
Outstanding, Number of Option Shares	448,570	448,570
Outstanding, Weighted Average Exercise Price	$ 0.30	$ 0.30
Outstanding, Weighted Average Remaining Life (Years)	7 months 24 days
Exercisable, Number of Option Shares	448,570
Exercisable, Weighted Average Exercise Price	$ 0.30
Exercise Price Range One [Member]
Stock Options And Warrants [Line Items]
Weighted Average Exercise Price	$ 0.30
Outstanding, Number of Option Shares	448,570
Outstanding, Weighted Average Exercise Price	$ 0.30
Outstanding, Weighted Average Remaining Life (Years)	7 months 21 days
Exercisable, Number of Option Shares	448,570
Exercisable, Weighted Average Exercise Price	$ 0.30

XML

Stock Options - Estimated of Grant Using the Black-scholes Option Pricing Model (Details)	12 Months Ended
	Dec. 31, 2014
Stock Options And Warrants [Line Items]
Expected volatility range, Minimum	394.00%
Expected volatility range, Maximum	408.00%
Range of risk-free interest rates, Minimum	1.70%
Range of risk-free interest rates, Maximum	1.73%
Expected dividend yield	0.00%
Minimum [Member]
Stock Options And Warrants [Line Items]
Expected term of options granted	2 years
Maximum [Member]
Stock Options And Warrants [Line Items]
Expected term of options granted	5 years

XML

Acquisition (Details Narrative) - USD ($)		9 Months Ended
	Mar. 09, 2017	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Note payable		$ 1,606,307		$ 258,609
Cash proceeds	$ 160,466
Net assets acquired	1,960,466
Line of credit	5,000,000	4,500,000
Proceeds from promissory notes			$ 75,770
Share Purchase Agreement [Member] | Crescent Construction Company, Inc [Member]
Total consideration	1,800,000
Cash payment	500,000
Note payable	$ 1,300,000
Debt percentage	6.00%
Debt, maturity date	Mar. 31, 2022
Quarterly payments	$ 152,693
Cash proceeds	160,466
Net assets acquired	1,960,466
Purchase Agreement [Member]
Cash payment	500,000
Net assets acquired	1,960,466
Line of credit	500,000
Proceeds from promissory notes	$ 1,460,466

XML

Acquisition - Schedule of Assets Acquired and Liabilities Assumed (Details)	Mar. 09, 2017 USD ($)
Business Combinations [Abstract]
Cash	$ 160,466
Contracts receivable	611,320
Equipment	102,524
Non-compete agreement	32,468
Contracts in progress	157,002
Goodwill	1,474,907
Total assets acquired	2,538,687
Accounts payable and accrued expenses	565,215
Billings in excess of costs on uncompleted contracts	1,827
Notes payable	11,179
Total liabilities assumed	578,221
NET ASSETS ACQUIRED	$ 1,960,466

XML

Acquisition - Schedule of Pro-Forma Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Business Combinations [Abstract]
Revenue	$ 1,186,266	$ 2,346,558	$ 3,981,871	$ 5,961,199
Cost of sales	1,149,731	2,261,160	3,947,497	5,406,742
Gross profit	36,535	85,398	34,374	554,457
Salaries and wages	41,443	45,671	149,709	172,289
General and administrative	161,931	115,670	561,166	359,844
Total operating expenses	203,374	161,341	710,875	532,133
Income (loss) from operations	(166,839)	(75,943)	(676,501)	22,324
Gain (loss) on extinguishment of debt	(459,587)		(459,587)	2,142
Gain on sale of fixed assets		2,800		16,550
Penalties on convertible notes payable	(298,321)		(298,321)
Gain (loss) on derivative fair value adjustment	(443,974)	131,728	10,073,464	350,003
Interest expense	(544,660)	(69,139)	(752,186)	(409,955)
Total other income (expense)	(1,746,542)	65,389	8,563,370	(41,260)
Income (loss) before income taxes	(1,913,381)	(10,554)	7,886,869	(18,936)
Income tax expense
Net income (loss) before non-controlling interest	(1,913,381)	(10,554)	7,886,869	(18,936)
Net (loss) income attributable to non-controlling interest	(13,574)		(37,454)	73,548
Net income (loss) attributable to Intelligent Highway Solutions	$ (1,899,807)	$ (10,554)	$ 7,924,323	$ (92,484)

XML

Equity Line of Credit (Details Narrative) - Common Stock [Member] - USD ($)		9 Months Ended
	Aug. 06, 2015	Sep. 30, 2017
Line of Credit Facility [Line Items]
Long-term line of credit	$ 5,000,000
Debt instrument, term	24 months
Line of credit facility, maximum borrowing capacity	$ 100,000
Line of credit facility, minimum borrowing capacity	$ 5,000
Weighted average discount rate, percent	30.00%	10.00%
Debt instrument, redemption price, percentage	3.00%
Line of credit facility, average outstanding amount	$ 150,000
Line of credit facility, description	The agreement requires the Company to issue 3% of the total credit line, or $150,000, in common stock with an issue price equal to the average of the daily volume weighted average prices of the Company’s common stock during the five business days immediately preceding the due date of the issuance.

XML

Line of Credit (Details Narrative) - USD ($)		9 Months Ended	12 Months Ended
	Mar. 09, 2017	Sep. 30, 2017	Dec. 31, 2016
Revolving line of credit	$ 5,000,000	$ 4,500,000
Line of credit drawn amount	$ 631,855	500,000	$ 0
Line of credit, interest rate	12.00%
Line of credit maturity date	Sep. 09, 2017
Convertible note payable exchange for outstanding credit line		102,500
Accrued interest		$ 40,305	$ 0
Cresent Construction Company [Member]
Cash component of acquisition	$ 500,000
Cresent Construction Company [Member] | Seller and Financer [Member]
Cash component of acquisition	$ 131,855

XML

Subsequent Events (Details Narrative) - USD ($)			9 Months Ended
	Nov. 17, 2017	Nov. 04, 2017	Sep. 30, 2017	Sep. 30, 2016
Number of shares issued for note conversion			28,769,390,077
Number of shares issued for note conversion, value			$ 235,101	$ 5,825
Convertible Notes Payable [Member]
Number of shares issued for note conversion			834,097,357
Number of shares issued for note conversion, value			$ 43,057
Subsequent Event [Member] | Convertible Notes Payable [Member]
Number of shares issued for note conversion	375,000,000	119,009,000
Number of shares issued for note conversion, value	$ 20,419	$ 5,950