NightCulture (NGHT) 10-K 13 Apr 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Apr. 13, 2016	Jun. 30, 2015
Document And Entity Information
Entity Registrant Name	NightCulture, Inc.
Entity Central Index Key	1,114,208
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 281,066
Entity Common Stock, Shares Outstanding		99,999,990
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,015

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current assets:
Cash	$ 13,865	$ 64,293
Receivables	35,409	700
Inventory	2,640	$ 37,332
Other current assets	3,258
Total current assets	55,172	$ 102,325
Fixed assets, net of accumulated depreciation of $140,223 and $72,774, respectively	401,522	167,145
Intangible assets, net of accumulated amortization of $140,856 and $101,560, respectively	255,480	294,776
Total assets	712,174	564,246
Current liabilities:
Accounts payable and accrued expense	$ 2,209,578	429,278
Accrued interest		$ 89,063
Deferred income	$ 942
Accrued salary - related parties	170,685	$ 375,000
Advances related parties	1,190	47,060
Derivative liabilities	1,005,429	$ 1,437,676
Notes payable	269,333
Short term lease obligation	31,731	$ 61,946
Convertible debt, net of unamortized discounts of $0 and $101,697	531,387	319,563
Total current liabilities	4,220,275	2,759,586
Long term liabilities:
Long term lease obligation	47,258	74,634
Total liabilities	$ 4,267,533	$ 2,834,220
Shareholders' deficit:
Preferred stock, par value of $0.001; 10,000,000 shares authorized 0 issued and outstanding
Common stock; par value of $0.001; 500,000,000 shares authorized, 99,999,990 and 65,958,931 issued and outstanding, respectively	$ 100,000	$ 65,959
Additional paid-in capital	6,024,573	5,678,239
Accumulated deficit	(9,679,932)	(8,014,172)
Total shareholders' deficit	(3,555,359)	(2,269,974)
Total liabilities and shareholders' deficit	$ 712,174	$ 564,246

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current assets
Net of accumulated depreciation (in Dollars)	$ 140,223	$ 72,774
Net of accumulated amortization (in Dollars)	140,856	101,560
Current liabilities:
Convertible debt, net of unamortized discounts (in Dollars)	$ 0	$ 101,697
Shareholders' deficit
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	99,999,990	65,958,931
Common stock, shares outstanding	99,999,990	65,958,931

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Consolidated Statements Of Operations
Revenue	$ 5,826,746	$ 6,501,353
Direct costs	5,410,425	4,438,736
Gross profit	416,321	2,062,617
Operating expenses:
Depreciation and amortization	$ 106,745	78,456
Impairment of goodwill		238,674
General and administrative expense	$ 2,215,873	2,508,911
Loss from operations	$ (1,906,297)	(763,424)
Other income (expense):
Gain on debt forgiveness		190,000
Interest expense	$ (191,710)	(234,395)
Gain on change in fair value of derivative liabilities	$ 432,247	135,098
Other expense		(590)
Total other income	$ 240,537	90,113
Net loss	$ (1,665,760)	$ (673,311)
Net income (loss) per share : Basic	$ (0.02)	$ (0.01)
Net income (loss) per share : Diluted	$ (0.02)	$ (0.01)
Weighted average number of shares outstanding: Basic	86,290,303	64,425,649
Weighted average number of shares outstanding: Diluted	86,290,303	64,425,649

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Amount at Dec. 31, 2013	$ 57,923	$ 4,882,496	$ (7,340,861)	$ (2,400,443)
Beginning Balance, Shares at Dec. 31, 2013	57,923,615
Stock issued for conversion of debt, Amount	$ 3,086	75,654		78,740
Stock issued for conversion of debt, Shares	3,086,029
Reclassification of derivative liability from equity		575,040		$ 575,040
Stock issued for cashless warrants, Amount	$ 1,950	(1,950)
Stock issued for cashless warrants, Shares	1,949,287
Stock issued for settlement of debt, Amount	$ 3,000	147,000		$ 150,000
Stock issued for settlement of debt, Shares	3,000,000
Net Loss			$ (673,311)	(673,311)
Ending Balance, Amount at Dec. 31, 2014	$ 65,959	5,678,239	$ (8,014,172)	(2,269,974)
Ending Balance, Shares at Dec. 31, 2014	65,958,931
Stock issued for settlement of related party advances and accrued salary, Amount	$ 34,041	346,334		380,375
Stock issued for settlement of related party advances and accrued salary, Shares	34,041,059
Net Loss			$ (1,665,760)	(1,665,760)
Ending Balance, Amount at Dec. 31, 2015	$ 100,000	$ 6,024,573	$ (9,679,932)	$ (3,555,359)
Ending Balance, Shares at Dec. 31, 2015	99,999,990

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities:
Net loss	$ (1,665,760)	$ (673,311)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	$ 106,745	78,456
Impairment of asset - goodwill		238,674
Write -off of indemnification asset		76,921
Amortization of debt discounts	$ 106,697	181,409
Gain on settlement of debt		(150,000)
Gain on debt forgiveness		(40,000)
Change in fair value of derivative liabilities	$ (432,247)	(135,098)
Increase (decrease) in liabilities:
Accounts receivable	(34,709)	55,436
Inventory	34,692	(21,826)
Other assets	(3,258)	12,938
Accounts payable and accrued expense	1,801,364	256,076
Accrued salary related party	129,000	192,000
Deferred income	942	(3,558)
Net cash provided by operating activities	43,466	68,117
Cash flows from investing activities:
Cash paid for property and equipment	(301,826)	(78,653)
Net cash used in investing activities	$ (301,826)	(78,653)
Cash flows from financing activities:
Bank indebtedness		(15,010)
Advances- related parties	$ 50,000	$ 24,560
Repayments of related party advances	(48,810)
Repayments of lease obligations	(57,591)	$ (37,412)
Proceeds on notes payable	351,826	$ 50,000
Repayment of notes payable	(87,493)
Net cash provided by financing activities	207,932	$ 22,138
Net increase (decrease) in cash	(50,428)	11,602
Cash - beginning of the period	64,293	52,691
Cash - end of the period	13,865	64,293
SUPPLEMENT DISCLOSURES:
Interest paid	$ 45,057	$ 31,694
Income taxes paid
NON CASH INVESTING AND FINANCING ACTIVITIES:
Shares issued for settlement of related party advances and accrued salary	$ 380,375
Accrued interest added to principal upon debt modification	$ 110,127
Debt and interest converted into equity		$ 78,740
Shares issued for cashless warrants		1,950
Reclassification of derivative liability to equity - convertible debt		142,242
Reclassification of derivative liability to equity - warrant exercise		432,798
Shares issued for settlement of debt		150,000
Purchase of fixed assets through loans		$ 123,992

ORGANIZATION

ORGANIZATION	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 1 - ORGANIZATION	NightCulture, Inc. (the "Company") was originally incorporated as Texxon, Inc. on October 6, 1998, under the laws of the State of Oklahoma. From inception until 2006, the Company's primary focus was raising capital to exploit certain exclusive platinum processing licenses. In May 2006, Texxon and the stockholders of TelePlus completed a share exchange whereby the Company acquired all of the outstanding capital stock of TelePlus from the TelePlus stockholders pursuant to which the stockholders of TelePlus became the majority stockholders of Texxon. In November 2006, Texxon reincorporated in the State of Nevada, changed its name to Continan Communications, Inc. and amended its articles of incorporation to increase its authorized shares of common stock and preferred stock. In December 2006, the Company executed a 1-for-20 reverse stock split. In April 2008, the Company sold all the assets of its operating division and the Company ceased all business operations and began seeking a business to acquire. In March 2009, the Company declared a 1-for-100 reverse stock split and changed its name to XXX Acquisition Corp. On July 31, 2011, the Company completed a share exchange (the "Exchange") with NightCulture, Inc. ("NightCulture – Texas), a Texas corporation. Under terms of the Exchange the Company issued 5,000,000 shares of its common stock to the stockholders of NightCulture – Texas in exchange for all the outstanding shares of NightCulture – Texas. As a result of the Exchange, NightCulture – Texas became a wholly owned subsidiary of the Company, the sole officer of the Company resigned and was replaced by the sole officer of NightCulture – Texas, a director of NightCulture – Texas was appointed to the board of directors of the Company, the stockholders of NightCulture – Texas became the majority stockholders of the Company and the Company adopted the business plan of NightCulture – Texas. In August 2011, the Company changed its name from XXX Acquisition Corp. to NightCulture, Inc. and the Company affected an 8-for-1 forward stock split. The Exchange was accounted for as a reverse-merger and recapitalization and NightCulture - Texas was considered the accounting acquirer for accounting purposes and XXX Acquisition the acquired company. The business of NightCulture - Texas became the business of XXX Acquisition. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Exchange are those of NightCulture - Texas and are recorded at the historical cost basis of NightCulture - Texas. In February 2012, the Company entered into an agreement with NightCulture – Texas, its wholly owned subsidiary, and the holder of debentures and warrants in which the Company assumed all of the obligations under the debentures and warrants of NightCulture-Texas and the holders of those debentures and warrants agreed to look solely to the Company with respect to those instruments. On May 21, 2012, the Company acquired from Michael Long and Surain Adyanthaya 100% ownership of Stereo Live, LLC, a Texas limited liability company ("Stereo Live"), in exchange for the issuance of one share of stock to each of Messrs. Long and Adyanthaya and the agreement of the Company to indemnify Messrs. Long and Adyanthaya against any obligations of Stereo Live that may have been guaranteed by those individuals. Stereo Live is the owner/operator of a live music venue located at 6400 Richmond Avenue, Houston, Texas. Messrs. Long and Adyanthaya are the principal stockholders of the Company and, at the time of the Company's acquisition of Stereo Live, Stereo Live was indebted to the Company in the amount of $151,500. Subsequent to the merger the indebted amount was treated as an intercompany account and eliminated in the consolidation of the companies. This transaction was accounted for as a combination of entities under common control under ASC 805-10-15. Accordingly, the historical financial statements have been adjusted retroactively assuming the transaction occurred on January 1, 2011. On September 13, 2012, the Company entered into a purchase agreement with two individuals to acquire Full Access, a promotions and production business in the Dallas, Texas market. Under terms of the agreement, the Company paid the individuals $300,000 cash plus issued 1,000,000 shares of common stock with a value of $290,000, for a total purchase price of $590,000. In addition the Company entered into a three-year employment agreement with one of the sellers. The Company agreed to pay the individual $30,000 per year in salary plus 20% of the net profit from events produced and promoted in the Dallas market. The Company also entered into a two-year advisory consulting agreement with the second seller. Under the terms of this agreement, the Company agreed to pay 10% of the net received from events produced and promoted in the Dallas market. Full Access was determined to be a business under ASC 805-10 and accordingly this transaction was accounted for using the Acquisition Method. See Note 13.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for years presented have been reflected herein. Principles of Consolidation The consolidated financial statements of the Company include the Company and its wholly-owned Nightculture Inc (Texas) and Stereo Live, Inc. All material intercompany balances and transactions have been eliminated. Related Parties: A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Revenue Recognition Revenues are earned through the promotion and production of musical events and the sale of beverages at some of the venues. Revenue from the promotion and production of an event is recognized after the performance occurs upon settlement of the event. Beverage sales revenue is recognized upon sale at the venues. Revenue collected from advanced ticket sales and expense paid prior to the event is booked as an asset or liability to be settled after the production. Stock-Based Compensation The Company accounts for stock-based compensation to employees and non-employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company's common stock for common share issuances. Basic and Diluted Earnings (Loss) per Share The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share are computed by dividing income (loss) available to common stockholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The basic and diluted income (loss) per share for years ended 2015 and 2014 was: Year Ended December 31, 2015 2014 Net loss per share: Basic $ (0.02 ) $ (0.01 ) Net loss per share: Diluted $ (0.02 ) $ (0.01 ) Estimates and Assumptions Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements. Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and trade receivables. The Company places its cash with high credit quality financial institutions. At times such cash may be in excess of the FDIC limit. With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited. Cash and Cash Equivalents For the purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents. Accounts Receivable and Credit Policies Trade accounts receivable consist of amounts due the Company from rental of the venue and payment for services provided by the Company. Accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days of date of the invoice. The Company provides for allowance for doubtful accounts which are amounts that the Company believes are not collectible through historic experience and the status of the accounts receivable. As of December 31, 2015 and 2014, the Company did not provide an allowance for doubtful accounts after reviewing their accounts receivable. Inventory Inventory consists of alcoholic beverages that are sold at venues put on by the Company. The Company accounts for the inventory on a first-in first-out basis and completes physical inventories on a monthly basis to reconcile any variances. Obsolete inventory, if any, is charged off at the end of each month Property, Equipment and Intangible Assets Property and equipment are carried at cost, less accumulated depreciation. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Intangible assets consist of acquired customer and vendor databases and are carried at cost, less accumulated amortization. Depreciation and amortization is provided principally on the straight-line basis method over the estimated useful lives of the assets. The Company evaluates its property, equipment and intangible assets for impairment periodically or whenever events or circumstances indicate that their carrying amount may not be recoverable. If an impairment indicator exists, the Company compares the expected future undiscounted cash flows against the carrying amount of an asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, the Company would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset. Goodwill and other indefinite intangibles Goodwill and other intangibles with indefinite lives are not amortized but are reviewed for impairment at least annually or more frequently if an event or circumstance indicates that impairment may have occurred. To test for impairment, the fair value of each reporting unit is compared to the related net book value, including goodwill. If the net book value of the reporting unit exceeds the fair value, an impairment loss is measured and recognized. An income approach is utilized to estimate the fair value of each reporting unit. The income approach is based on the projected debt-free cash flow, which is discounted to the present value using discount factors that consider the timing and risk of cash flows. The Company evaluated goodwill for impairment as of December 31, 2014 and determined to fully impair the asset resulting in an impairment charge of $238,674 to operating expenses. There was no goodwill impairment recognized in 2015. Derivative Liabilities Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined; derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value, being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. Income Taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

GOING CONCERN CONSIDERATIONS

GOING CONCERN CONSIDERATIONS	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 3 - GOING CONCERN CONSIDERATIONS	As shown in the accompanying financial statements, the Company has a working capital deficit of $4,165,103 as of December 31, 2015. As of December 31, 2015, the Company reported an accumulated deficit of $9,679,932. The Company's ability to generate continued positive cash flows is dependent on the ability to grow its operating entity as well as the ability to raise additional capital. Management is following strategic plans to accomplish these objectives, but success is not guaranteed. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 4 - FAIR VALUE MEASUREMENTS	As defined in FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value. The following table sets forth by level within the fair value hierarchy the Company's financial assets and liabilities that were accounted for at fair value as December 31, 2015 and 2014. Recurring Fair Value Measures Level 1 Level 2 Level 3 Total LIABILITIES: Derivative liabilities as of December 31, 2015 $ - $ - $ 1,005,429 $ 1,005,429 Derivative liabilities as of December 31, 2014 $ - $ - $ 1,437,676 $ 1,437,676

FIXED AND INTANGIBLE ASSETS

FIXED AND INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 5 - FIXED AND INTANGIBLE ASSETS	Fixed assets consisted of the following as of December 31, 2015 and 2014: 2015 2014 Computer and Equipment (4 year life) 520,560 218,734 Furniture and Fixture (4 year life) 5,185 5,185 Software 16,000 16,000 541,745 239,919 Accumulated Depreciation (140,223 ) (72,774 ) Net property and equipment 401,522 167,145 Depreciation expense for the years ended December 31, 2015 and 2014 was $67,449 and $39,160, respectively. During the year ended December 31, 2015 and 2014, $301,826 and $78,653, respectively were paid for purchase of fixed assets. Intangible assets consisted of the following as of December 31, 2015 and 2014: 2015 2014 Austin Market (10 year life) 27,475 27,475 Dallas Market (10 year life) 335,511 335,511 San Antonio Market (10 year life) 30,000 30,000 Other 3,350 3,350 Total Intangible Assets 396,336 396,336 Accumulated Amortization (140,856 ) (101,560 ) Net Intangible Assets 255,480 294,776 Amortization expense for the years ended December 31, 2015 and 2014 was $39,296 and $39,296, respectively.

DERIVATIVE INSTRUMENTS

DERIVATIVE INSTRUMENTS	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 6 - DERIVATIVE INSTRUMENTS	During 2011, the Company issued debt instruments that were convertible into common stock at price equal to 70% of the average closing price of the Company's common stock. The conversion options embedded in these instruments contain no explicit limit to the number of shares to be issued upon settlement and as a result are classified as liabilities under ASC 815. Additionally, because the number of shares to be issued upon settlement is indeterminate, all other share settle-able instruments must also be classified as liabilities. On the date of issuance, the conversion options and warrants were not readily convertible to cash and therefore qualified for equity classification. In January of 2012, the options became convertible into cash and therefore the fair value of the conversion options and other share settle-able instruments were reclassified from additional-paid in capital to derivative liabilities. During 2012, the Company issued additional convertible notes and warrants. The conversion options and warrants were classified as derivative liabilities at their fair value on the date of issuance. During the year ended December 31, 2014, the gain on the change in fair value was of $135,098. During the year ended December 31, 2014, $575,040 of the derivative liability was reclassified to equity. The reclassification to equity consisted of $142,242 of derivative liability being for debt being converted to common stock and $432,798 of derivative liability being converted due to 9,401,120 cashless warrants being converted to common stock. For the year ended December 31, 2014 the Company uses the Black Scholes Option Pricing Model to value its option based derivatives based upon the following assumptions: dividend yield of -0-%, volatility of 127%-250%, risk free rates from 0.14%-0.26% and an expected term equal to the remaining terms of the notes or warrants. During the year ended December 31, 2015, the gain on the change in fair value was of $432,247. For the year ended December 31, 2015 the Company uses the Black Scholes Option Pricing Model to value its option based derivatives based upon the following assumptions: dividend yield of -0-%, volatility of 208%, risk free rates from 0.65% and an expected term equal to the remaining terms of the notes or warrants. The following table summarizes the changes in the derivative liabilities during the year ended December 31, 2014 and 2015: Ending balance as of December 31, 2013 $ 2,147,814 Reclassification of derivative liability to equity (575,040 ) Gain in fair value of derivative liability (135,098 ) Ending balance as of December 31, 2014 $ 1,437,676 Gain on fair value of derivative liability (432,247 ) Ending balance as of December 31, 2015 $ 1,005,429

NOTE PAYABLE

NOTE PAYABLE	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 7 - NOTE PAYABLE	On May 28, 2014 the Company issued 3,000,000 shares of common stock to retire a note of $300,000. The shares were valued at market price on the respective date of issuance and the fair value of the shares was determined to be $150,000. The Company recorded a $150,000 gain on debt settlement for the year ended December 31, 2014. As part this agreement the Company paid $10 to the note holder for the forgiveness of a $40,000 note and the company recorded a $40,000 gain on debt forgiveness On August 31, 2015 the Company issued a note to an individual for $55,000 from which the Company received $50,000 in cash. The $5,000 difference between the debt principal amount and cash received is recorded as original issuance discount. The note matures on November 15, 2015. The Company amortized the $5,000 original issuance discount during the year ended December 31, 2015. As of December 31, 2015 the note was paid in full. On September 1, 2015 the Company issued a note payable for $301,826 which matures on September 1, 2018. The note bears an interest rate of 5% per annum and is secured by the fixtures and equipment of the Company and guaranteed by the principals of the Company. Effective October 1 2015, the Company will make 36 monthly payments of $9,055.91, which includes principal and interest is payable to the note holder. The Company must maintain a debt coverage ratio of 1:25 to 1 on a trailing four quarter basis. The debt coverage ratio is defined as the net income of the Company less any gains or losses of derivatives divided by the principal and interest payments made or to be made during the period being measured. As of December 31, 2015, the Company is not in compliance with the debt coverage ratio requirement. When the note becomes in default, the interest rate will increase to the lesser of 18% per annum or the maximum rate permitted by law. During the year ended December 31, 2015, the Company made $36,224 payment under the note payment, including $32,493 principal and $3,731 interest. As of December 31, 2015 the balance due on the note was $269,333, which was presented as short term notes payable on the face of balance sheets due to the Company is not in compliance with debt covenant. Lease Obligation On July 2, 2014 Stereo Live a subsidiary of the Company entered into credit line facility and three equipment leases. The terms of the credit facilities and leases are as follows: · A $50,000 loan that is paid back to the lender at the rate of $273.81 per business day for 252 days for total payment of $69,000.12 including the $50,000 in principal and $19,000.12 in total interest; · An equipment lease of $32,799.75 payable over 48 months at $1,024.47 per month for total payment of $49,174.56 including the principal amount of $32,799.75 and interest of $16,374.81; · An equipment lease of $58,942 payable over 48 months at $1,780.05 per month for total payment of $85,442.40 including the principal amount of $58,942 and interest of $26,500.40; · An equipment lease of $32,250 payable over 44 months at $1,092.23 per month for total payments of $48,058.12 including the principal amount of $32,250 and interest of $15,808.12. The Company has accounted for the above transaction under ASC 640 - 30 "Capital Leases". During the year ended December 31, 2014, $50,000 was recorded as advances from working capital loan and $123,992 was recorded as purchase of fixed assets through loans. Also the Company has made payment of $37,412 toward the principal balance during the year ended December 31, 2014. As of December 31, 2014, the balance due on the leases was $136,580 with $61,946 is recorded as short term debt and the remaining balance of $74,634 is recorded as long term debt. During the year ended December 31, 2015, the Company has made payments of $57,591 toward the principal balance. As of December 31, 2015, the balance due on the leases was $78,989 with $31,731 is recorded as short term debt and the remaining balance of $47,258 is recorded as long term debt. The note and the leases are personally guaranteed by principals of the Company.

CONVERTIBLE DEBENTURES

CONVERTIBLE DEBENTURES	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 8 - CONVERTIBLE DEBENTURES	On September 12, 2012 the Company issued $500,000 of convertible debentures maturing on September 11, 2015. The Debentures accrue interest at 5% per annum with a default rate of 12% per annum. The Debentures are convertible into common stock of the Company at 50% of the average closing price of the 20-day trading price ending prior to the date of conversion into the Company common stock. As discussed in note 4, the Company determined that the embedded conversion options in these notes qualify for liability classification and must be recorded at fair value. The fair value of the conversion options resulted in a full discount to the note of $500,000. On January 28, 2014, the Company issued 3,086,029 shares of common stock in exchange for the conversion of $78,740 of convertible debt that was originally issued in 2012 (see Note 9). During the year ended December 31, 2014, $181,409 of the discount was amortized to interest expense. As of December 31, 2014, the balance due on the note was $319,563 net of unamortized discount of $101,697. On December 28, 2015, the Company entered into a debenture amendment and extension agreement with the convertible debt holder, pursuant to which the maturity date was extended to December 31, 2016 and the $110,127 accrued interest as of that date was added to principal balance. The Company evaluated the modification of the term of the note under generally accepted accounting principles for troubled debt restructurings by debtors and for debt modifications and extinguishments. The Company determined that the transaction should not be accounted for as an extinguishment, and no gain or loss should be recognized as the convertible debt is considered to be derivative under ASC 815-15. During the year ended December 31, 2015, $101,697 of the discount was amortized to interest expense. As of December 31, 2015, the balance due on the note was $531,287 net of unamortized discount of $0.

COMMON STOCK

COMMON STOCK	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 9 - COMMON STOCK	On January 15, 2014 the Company issued 1,949,287 shares of common stock in exchange for 9,401,120 warrants, which were issued in 2011. The conversion of the warrants was a cashless conversion On January 28, 2014, the Company issued 3,086,029 shares of common stock in exchange for a value of $78,740 of convertible debt that was issued in 2012. On May 28, 2014 the Company issued 3,000,000 shares of common stock in exchange for the cancellation of a $300,000 note (see Note 7). On May 27, 2015 an officer and director of the Company converted $159,000 in accrued compensation and $24,560 in advances into 16,427,403 shares of common stock and a director of the Company converted $22,500 in advances and $174,315 in accrued compensation into 17,613,656 shares of common stock. On June 19, 2015 the Company amended its articles of incorporation to increase the authorized shares of common stock from 100,000,000 to 500,000,000.

WARRANTS

WARRANTS	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 10 - WARRANTS	In conjunction with the issuance of debentures described in Note 8, on September 12, 2012, the Company issued warrants entitling the holder to purchase up to 25,000,000 shares of the Company common stock at 50% of the average closing price of the 20-day period ending one day prior to exercising the Warrants. The warrant holder may exercise the warrants on or before December 31, 2015. On January 15, 2014 the Company issued 1,949,287 shares of common stock in exchange for the cashless exercise of 9,401,120 warrants, which were originally issued in 2011. On December 31, 2015, the maturity date of the warrants was extended to December 31, 2016. The following table consists of the warrant activity for the years ended December 31, 2015 and 2014 including the number exercised and weighted price of their conversion to common stock: Options Weighted Average Exercise Price Weighted Average Remaining Contract Life Number of Options Exercisable Intrinsic Value Outstanding at Year Ended December 31, 2013 34,401,120 0.02 1.73 34,401,120 560,723 Granted -- -- -- -- -- Exercised (9,401,120 ) 0.03 -- (9,401,120 ) -- Forfeited or cancelled -- -- -- --- -- Outstanding at Year Ended December 31, 2014 25,000,000 0.01 1.00 25,000,000 490,688 Granted -- -- -- -- -- Exercised -- -- -- -- -- Forfeited or cancelled -- -- -- -- -- Outstanding as of Year Ended December 31, 2015 25,000,000 0.002 1.00 25,000,000 57,500

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 11 - INCOME TAX	At December 31, 2015 and 2014, the Company had a federal net operating loss carry forward of approximately $3,367,300 and $1,388,842, respectively, which expires in varying amounts between 2032 and 2034. Components of net deferred tax assets, including a valuation allowance, are as follows at December 31: 2015 2014 Deferred tax assets: Net operating loss carry forward $ 3,367,300 $ 1,388,842 Total deferred tax assets 1,144,882 472,206 Less: Valuation Allowance (1,144,882 ) (472,206 ) Net Deferred Tax Assets $ -- $ -- The valuation allowance for deferred tax assets as of December 31, 2015 and 2014 was $1,144,882 and $472,206, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2015 and 2014, accordingly, recorded a full valuation allowance.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 12 - RELATED PARTY TRANSACTIONS	As of December 31, 2015 and 2014, there were total advances owed to related parties of $1,190 and $47,060 respectively and accrued salary of $170,685 and $375,000, respectively. During the years ended December 31, 2015 and 2014, advance from related parties were $50,000 and $24,560, respectively. During the year ended December 31, 2015, the Company also made $48,810 repayments towards the advances. On May 27, 2015 an officer and director of the Company converted $159,000 in accrued compensation and $24,560 in advances into 16,427,403 shares of common stock and a director of the Company converted $22,500 in advances and $174,315 in accrued compensation into 17,613,656 shares of common stock.

ACQUISITIONS

ACQUISITIONS	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 13 - ACQUISITIONS	On September 13, 2012 the Company purchased from two individuals Full Access, a promotions and production business in the Dallas, Texas market. Under terms of the agreement the Company paid the individuals $300,000 cash plus issued 1,000,000 shares of common stock with a value of $290,000 for a total purchase price of $590,000. The Company transaction was accounted for as a business combination under ASC 805 using the Acquisition Method. The fair values of the assets acquired are as follows: Indemnification Asset 135,104 In Place Contracts $ 15,815 Customer and Vendor Database 335,511 Goodwill 238,674 Payable (135,104 ) Total $ 590,000 As part of the terms of the purchase of Full Access, the Company entered into a three-year employment agreement with one of the sellers. The Company agreed to pay the individual $30,000 per year in salary plus 20% of the net profit from events produced and promoted in the Dallas market. The Company will pay a bonus for each calendar quarter of $3,750 provided the Dallas Market exceeds a profit of $37,500. The Company also entered into a two-year advisory consulting agreement with the second seller. Under the terms of the consulting agreement, the Company agreed to pay 10% of the net received from events produced and promoted in the Dallas market. During July 2013, a vendor contacted the Company claiming amounts owed of $127,413, which were accrued prior to the Company's purchase of Full Access. The Company has an ongoing relationship with this vendor and had gross receivables outstanding of $162,954 as of December 31, 2013. The Company paid the vendor on behalf of Full Access, resulting in a receivable of 35,541 from the vendor as of December 31, 2013. On December 12, 2013 we received a default judgment in the District Court of Dallas Texas against a seller of the Dallas market (Full Access) to NightCulture for $135,103.68 plus legal fees of $7,000. The judgment is the result of a suit filed to collect liability not disclosed by the seller at the time of purchase of the Dallas market. As of December 31, 2014 the Company elected to fully impair the goodwill of the Dallas market and took an impairment loss of $238,674due to the drop of revenue and cash flow for the year ended December 31, 2014 compared to the same period in 2013.

INDEMINIFICATION ASSETS

INDEMINIFICATION ASSETS	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 14 - INDEMINIFICATION ASSETS	On December 12, 2013 we received a default judgment in the District Court of Dallas Texas against a seller of the Dallas market (Full Access) for $135,104 plus legal fees of $7,000. The judgment is the result of a suit filed to collect a liability not disclosed by the seller at the time of purchase of the Dallas market. Subsequent to the discovery of this liability NightCulture has paid the creditor on behalf of the market seller and is reducing the indemnification asset by the amount earned each quarter by the seller per the sales contract. As of December 31, 2013, the outstanding indemnification asset was $76,921. During the year ended December 31, 2014 the Company wrote off the indemnification asset of $76,921 due to uncertainty of collectability.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 15 - COMMITMENTS AND CONTINGENCIES	On July 26, 2012, the Company entered into a five-year lease for its properties. Future minimum lease payments under the non-cancellable operating lease are; $348,000 for 2016, and $319,000 for 2017.

LITIGATION

LITIGATION	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 16 - LITIGATION	On October 21, 2014 a civil case # 2014-56915 was entered in the District Court in Harris County, Texas against Stereo Live. The complaint claims an individual served liquor by the staff of Stereo Live was involved in accident causing damages to the plaintiff who is seeking damages between $200,000 and $1,000,000. At the date of the incident, Stereo Live had enforce an insurance policy coving this incident with aggregate coverage of $2,000,000 and individual coverage up to $1,000,000 for such occurrence. The insurance company is defending the suit under the terms of the policy so the Company has not incurred or accrued any liability as it believes it is fully covered under the insurance policy. On January 29, 2016 the case was settled with no cost to the Company.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 17 - SUBSEQUENT EVENTS	On March 1, 2016 a subsidiary of the Company (Stereo Live) sign a five year lease for a 14,000 square foot venue at 2711 Storey Dallas, TX. Under the terms of the lease the monthly cost including rent, taxes and insurance is approximately $14,600 per month. The lease is guaranteed by the officers and director for the first two years of the lease. The Company has a one year option to purchase the building. On February 25, 2016 the Company's subsidiary, Stereo Live, opened a $200,000 Merchant loan with American Express. Under the terms of the loan Stereo Live paid an 8% loan fee and will repay the note at the rate of $18,000 per month for 12 months for a total repayments of $216,000.

SUMMARY OF SIGNIFICANT ACCOUN24

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2015
Summary Of Significant Accounting Policies Policies
Basis of Presentation	The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for years presented have been reflected herein.
Principles of Consolidation	The consolidated financial statements of the Company include the Company and its wholly-owned Nightculture Inc (Texas) and Stereo Live, Inc. All material intercompany balances and transactions have been eliminated.
Related Parties	A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Revenue Recognition	Revenues are earned through the promotion and production of musical events and the sale of beverages at some of the venues. Revenue from the promotion and production of an event is recognized after the performance occurs upon settlement of the event. Beverage sales revenue is recognized upon sale at the venues. Revenue collected from advanced ticket sales and expense paid prior to the event is booked as an asset or liability to be settled after the production.
Stock-Based Compensation	The Company accounts for stock-based compensation to employees and non-employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company's common stock for common share issuances.
Basic and Diluted Earnings (Loss) per Share	The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share are computed by dividing income (loss) available to common stockholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The basic and diluted income (loss) per share for years ended 2015 and 2014 was: Year Ended December 31, 2015 2014 Net loss per share: Basic $ (0.02 ) $ (0.01 ) Net loss per share: Diluted $ (0.02 ) $ (0.01 )
Estimates and Assumptions	Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Concentration of Credit Risk	Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and trade receivables. The Company places its cash with high credit quality financial institutions. At times such cash may be in excess of the FDIC limit. With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.
Cash and Cash Equivalents	For the purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents.
Accounts Receivable and Credit Policies	Trade accounts receivable consist of amounts due the Company from rental of the venue and payment for services provided by the Company. Accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days of date of the invoice. The Company provides for allowance for doubtful accounts which are amounts that the Company believes are not collectible through historic experience and the status of the accounts receivable. As of December 31, 2015 and 2014, the Company did not provide an allowance for doubtful accounts after reviewing their accounts receivable.
Inventory	Inventory consists of alcoholic beverages that are sold at venues put on by the Company. The Company accounts for the inventory on a first-in first-out basis and completes physical inventories on a monthly basis to reconcile any variances. Obsolete inventory, if any, is charged off at the end of each month
Property, Equipment and Intangible Assets	Property and equipment are carried at cost, less accumulated depreciation. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Intangible assets consist of acquired customer and vendor databases and are carried at cost, less accumulated amortization. Depreciation and amortization is provided principally on the straight-line basis method over the estimated useful lives of the assets. The Company evaluates its property, equipment and intangible assets for impairment periodically or whenever events or circumstances indicate that their carrying amount may not be recoverable. If an impairment indicator exists, the Company compares the expected future undiscounted cash flows against the carrying amount of an asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, the Company would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset.
Goodwill and other indefinite intangibles	Goodwill and other intangibles with indefinite lives are not amortized but are reviewed for impairment at least annually or more frequently if an event or circumstance indicates that impairment may have occurred. To test for impairment, the fair value of each reporting unit is compared to the related net book value, including goodwill. If the net book value of the reporting unit exceeds the fair value, an impairment loss is measured and recognized. An income approach is utilized to estimate the fair value of each reporting unit. The income approach is based on the projected debt-free cash flow, which is discounted to the present value using discount factors that consider the timing and risk of cash flows. The Company evaluated goodwill for impairment as of December 31, 2014 and determined to fully impair the asset resulting in an impairment charge of $238,674 to operating expenses. There was no goodwill impairment recognized in 2015.
Derivative Liabilities	Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined; derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value, being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.
Income Taxes	The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.
Recent Accounting Pronouncements	The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

SUMMARY OF SIGNIFICANT ACCOUN25

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2015
Summary Of Significant Accounting Policies Tables
Basic and diluted income(loss) per share	The basic and diluted income (loss) per share for years ended 2015 and 2014 was: Year Ended December 31, 2015 2014 Net loss per share: Basic $ (0.02 ) $ (0.01 ) Net loss per share: Diluted $ (0.02 ) $ (0.01 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2015
Fair Value Measurements Tables
Company's financial assets and liabilities at fair value	The following table sets forth by level within the fair value hierarchy the Company's financial assets and liabilities that were accounted for at fair value as December 31, 2015 and 2014. Recurring Fair Value Measures Level 1 Level 2 Level 3 Total LIABILITIES: Derivative liabilities as of December 31, 2015 $ - $ - $ 1,005,429 $ 1,005,429 Derivative liabilities as of December 31, 2014 $ - $ - $ 1,437,676 $ 1,437,676

FIXED AND INTANGIBLE ASSETS (Ta

FIXED AND INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2015
Fixed And Intangible Assets Tables
Fixed assets consisted of the following	Fixed assets consisted of the following as of December 31, 2015 and 2014: 2015 2014 Computer and Equipment (4 year life) 520,560 218,734 Furniture and Fixture (4 year life) 5,185 5,185 Software 16,000 16,000 541,745 239,919 Accumulated Depreciation (140,223 ) (72,774 ) Net property and equipment 401,522 167,145
Intangible assets consisted of the following	Intangible assets consisted of the following as of December 31, 2015 and 2014: 2015 2014 Austin Market (10 year life) 27,475 27,475 Dallas Market (10 year life) 335,511 335,511 San Antonio Market (10 year life) 30,000 30,000 Other 3,350 3,350 Total Intangible Assets 396,336 396,336 Accumulated Amortization (140,856 ) (101,560 ) Net Intangible Assets 255,480 294,776

DERIVATIVE INSTRUMENTS (Tables)

DERIVATIVE INSTRUMENTS (Tables)	12 Months Ended
	Dec. 31, 2015
Derivative Instruments Tables
Summarizes the changes in the derivative liabilities	The following table summarizes the changes in the derivative liabilities during the year ended December 31, 2014 and 2015: Ending balance as of December 31, 2013 $ 2,147,814 Reclassification of derivative liability to equity (575,040 ) Gain in fair value of derivative liability (135,098 ) Ending balance as of December 31, 2014 $ 1,437,676 Gain on fair value of derivative liability (432,247 ) Ending balance as of December 31, 2015 $ 1,005,429

WARRANTS (Tables)

WARRANTS (Tables)	12 Months Ended
	Dec. 31, 2015
Warrants Tables
Summary of warrants	Options Weighted Average Exercise Price Weighted Average Remaining Contract Life Number of Options Exercisable Intrinsic Value Outstanding at Year Ended December 31, 2013 34,401,120 0.02 1.73 34,401,120 560,723 Granted -- -- -- -- -- Exercised (9,401,120 ) 0.03 -- (9,401,120 ) -- Forfeited or cancelled -- -- -- --- -- Outstanding at Year Ended December 31, 2014 25,000,000 0.01 1.00 25,000,000 490,688 Granted -- -- -- -- -- Exercised -- -- -- -- -- Forfeited or cancelled -- -- -- -- -- Outstanding as of Year Ended December 31, 2015 25,000,000 0.002 1.00 25,000,000 57,500

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2015
Income Tax Tables
Components of net deferred tax assets, including a valuation allowance	Components of net deferred tax assets, including a valuation allowance, are as follows at December 31: 2015 2014 Deferred tax assets: Net operating loss carry forward $ 3,367,300 $ 1,388,842 Total deferred tax assets 1,144,882 472,206 Less: Valuation Allowance (1,144,882 ) (472,206 ) Net Deferred Tax Assets $ -- $ --

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	12 Months Ended
	Dec. 31, 2015
Acquisitions Tables
Fair value of the assets acquired	The fair values of the assets acquired are as follows: Indemnification Asset 135,104 In Place Contracts $ 15,815 Customer and Vendor Database 335,511 Goodwill 238,674 Payable (135,104 ) Total $ 590,000

ORGANIZATION (Details Narrative

ORGANIZATION (Details Narrative)	12 Months Ended
	Dec. 31, 2015
Organization Details Narrative
Incorporation date	Oct. 6, 1998
Incorporation state	State of Oklahoma

SUMMARY OF SIGNIFICANT ACCOUN33

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Summary Of Significant Accounting Policies Details
Net loss per share: Basic	$ (0.02)	$ (0.01)
Net loss per share: Diluted	$ (0.02)	$ (0.01)

SUMMARY OF SIGNIFICANT ACCOUN34

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	12 Months Ended
	Dec. 31, 2014USD ($)
Summary Of Significant Accounting Policies Details Narrative
Impairment charges	$ 238,674

GOING CONCERN CONSIDERATIONS (D

GOING CONCERN CONSIDERATIONS (Details Narrative) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Going Concern Considerations Details Narrative
Working capital deficit	$ 4,165,103
Accumulated deficit	$ (9,679,932)	$ (8,014,172)

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
LIABILITIES:
Derivative liability	$ 1,005,429	$ 1,437,676	$ 2,147,814
Recurring Fair Value Measures [Member] | Level 1 [Member]
LIABILITIES:
Derivative liability
Recurring Fair Value Measures [Member] | Level 2 [Member]
LIABILITIES:
Derivative liability
Recurring Fair Value Measures [Member] | Level 3 [Member]
LIABILITIES:
Derivative liability	$ 1,005,429	$ 1,437,676

FIXED AND INTANGIBLE ASSETS (De

FIXED AND INTANGIBLE ASSETS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Fixed assets	$ 541,745	$ 239,919
Accumulated Depreciation	(140,223)	(72,774)
Net property and equipment	$ 401,522	$ 167,145
Computer and Equipment [Member]
Property Plant And Equipment Useful Life	4 years	4 years
Fixed assets	$ 520,560	$ 218,734
Furniture and Fixture [Member]
Property Plant And Equipment Useful Life	4 years	4 years
Fixed assets	$ 5,185	$ 5,185
Software [Member]
Fixed assets	$ 16,000	$ 16,000

FIXED AND INTANGIBLE ASSETS (38

FIXED AND INTANGIBLE ASSETS (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Gross Total	$ 396,336	$ 396,336
Accumulated Amortization	(140,856)	(101,560)
Net Intangible Assets	255,480	294,776
Austin Market [Member]
Gross Total	$ 27,475	$ 27,475
Estimated useful life of Intangible Assets	10 years	10 years
Dallas Market [Member]
Gross Total	$ 335,511	$ 335,511
Estimated useful life of Intangible Assets	10 years	10 years
San Antonio Market [Member]
Gross Total	$ 30,000	$ 30,000
Estimated useful life of Intangible Assets	10 years	10 years
Other [Member]
Gross Total	$ 3,350	$ 3,350

FIXED AND INTANGIBLE ASSETS (39

FIXED AND INTANGIBLE ASSETS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Fixed And Intangible Assets Details Narrative
Depreciation expense	$ 67,449	$ 39,160
Purchase of fixed assets	301,826	78,653
Amortization expense	$ 39,296	$ 39,296

DERIVATIVE INSTRUMENTS (Details

DERIVATIVE INSTRUMENTS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Derivative Instruments Details
Beginning Balance	$ 1,437,676	$ 2,147,814
Reclassification of derivative liability to equity		(575,040)
Gain in fair value of derivative liability	(432,247)	(135,098)
Ending balance	$ 1,005,429	$ 1,437,676

DERIVATIVE INSTRUMENTS (Detai41

DERIVATIVE INSTRUMENTS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Derivative Instruments Details Narrative
Gain on change in fair value	$ 432,247	$ 135,098
Reclassification of derivative liability to equity		575,040
Derivative liability for debt converted to common stock		142,242
Derivative liability converted due to common stock		$ 432,798
Cashless warrants converted to common stock		9,401,120
Dividend yield	0.00%	0.00%
Volatility rate minimum		127.00%
Volatility rate maximum		250.00%
Risk free rate minimum		0.14%
Risk free rate maximum		0.26%
Volatility	208.00%
Risk free rate	0.65%

NOTE PAYABLE (Details Narrative

NOTE PAYABLE (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Note Payable Details Narrative
Original issuance discount	$ 5,000
(Gain) loss on settlement of debt		$ (150,000)
Payment under the note payment	$ 36,224
Principal amount	32,493
Interest	3,731
Short term note payable	269,333
Borrowing on debt		$ 50,000
Purchase of fixed assets through loans		123,992
Repayments of lease obligations	57,591	37,412
Balance due on leases	78,989	136,580
Short term lease obligation	31,731	61,946
Long term debt	$ 47,258	$ 74,634

CONVERTIBLE DEBENTURES (Details

CONVERTIBLE DEBENTURES (Details Narrative)	12 Months Ended
	Dec. 31, 2015USD ($)
Convertible Debentures Details Narrative
Discount amortized to interest expense	$ 101,697
Convertible note amount outstanding	531,287
Convertable note unamortized discount	$ 0

WARRANTS (Details)

WARRANTS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Options
Beginning Balance	25,000,000	34,401,120
Granted
Exercised		(9,401,120)
Forfeited or Cancelled
Ending Balance	25,000,000	25,000,000
Weighted Average Exercise Price
Beginning Balance	$ 0.01	$ 0.02
Granted
Exercised		$ 0.03
Forfeited or Cancelled
Ending Balance	$ 0.002	$ 0.01
Weighted Average Remaining Contract Life
Beginning Balance	1 year	1 year 8 months 23 days
Ending Balance	1 year	1 year
Number of Options Exercisable
Beginning Balance	25,000,000	34,401,120
Granted
Exercised		(9,401,120)
Forfeited or Cancelled
Ending Balance	25,000,000	25,000,000
Intrinsic Value
Beginning Balance	$ 490,688	$ 560,723
Granted
Exercised
Forfeited or Cancelled
Ending Balance	$ 57,500	$ 490,688

INCOME TAX (Details)

INCOME TAX (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Deferred tax assets:
Net operating loss carryforward	$ 3,367,300	$ 1,388,842
Total deferred tax assets	1,144,882	472,206
Less: Valuation Allowance	$ (1,144,882)	$ (472,206)
Net Deferred Tax Assets

INCOME TAX (Details Narrative)

INCOME TAX (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Tax Details Narrative
Operating loss carryforward	$ 3,367,300	$ 1,388,842
Operating loss carryforward expiration dates	Between 2032 and 2034
Valuation allowance for deferred tax assets	$ 1,144,882	$ 472,206

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Related Party Transactions Details Narrative
Advances owed to related parties	$ 1,190	$ 47,060
Accrued salary	170,685	375,000
Advances- related parties	50,000	$ 24,560
Repayments of related party advances	$ (48,810)

ACQUISITIONS (Details)

ACQUISITIONS (Details)	Dec. 31, 2015USD ($)
Acquisitions Details
Indemnification Asset	$ 135,104
In Place Contracts	15,815
Customer and Vendor Database	335,511
Goodwill	238,674
Payable	(135,104)
Total	$ 590,000

ACQUISITIONS (Details Narrative

ACQUISITIONS (Details Narrative)	12 Months Ended
	Dec. 31, 2014USD ($)
Acquisitions Details Narrative
Impairment charges	$ 238,674

INDEMINIFICATION ASSETS (Detail

INDEMINIFICATION ASSETS (Details Narrative)	12 Months Ended
	Dec. 31, 2014USD ($)
Indeminification Assets Details Narrative
Write -off of indemnification asset	$ 76,921

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative)	Dec. 31, 2015USD ($)
Commitments And Contingencies Details Narrative
Future minimum lease payments operating 2016	$ 348,000
Future minimum lease payments operating 2017	$ 319,000