NightCulture (NGHT) 10-Q 16 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 16, 2016
Document And Entity Information
Entity Registrant Name	NightCulture, Inc.
Entity Central Index Key	1,114,208
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
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 Common Stock, Shares Outstanding		99,999,990
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,016

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current assets:
Cash	$ 133,679	$ 13,865
Receivables	57,659	35,409
Inventory	6,000	2,640
Other current assets	4,408	3,258
Total current assets	201,746	55,172
Fixed assets, net of accumulated depreciation of $169,605 and $140,223, respectively	381,152	401,522
Intangible assets, net of accumulated amortization of $150,680 and $140,856, respectively	245,656	255,480
Total assets	828,554	712,174
Current liabilities:
Accounts payable and accrued expense	2,038,444	$ 2,209,578
Accrued interest	6,650
Deferred income	942	$ 942
Accrued salary - related parties	$ 170,685	170,685
Advances - related parties		1,190
Derivative liabilities	$ 981,330	1,005,429
Notes payable	426,826	269,333
Short term lease obligation	31,731	31,731
Convertible debt	531,387	531,387
Total current liabilities	4,187,995	4,220,275
Long term liabilities:
Long term lease obligation	40,414	47,258
Total liabilities	$ 4,228,409	$ 4,267,533
Stockholders' deficit:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 issued and outstanding
Common stock, $0.001 par value; 500,000,000 shares authorized; 99,999,990 issued and outstanding	$ 100,000	$ 100,000
Additional paid-in capital	6,024,573	6,024,573
Accumulated deficit	(9,524,428)	(9,679,932)
Total shareholders' deficit	(3,399,855)	(3,555,359)
Total liabilities and shareholders' deficit	$ 828,554	$ 712,174

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current assets
Net of accumulated depreciation (in Dollars)	$ 169,605	$ 140,223
Net of accumulated amortization (in Dollars)	$ 150,680	$ 140,856
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	99,999,990
Common stock, shares outstanding	99,999,990	99,999,990

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Consolidated Statements Of Operations
Revenue	$ 1,464,999	$ 1,170,084
Direct costs	778,779	686,331
Gross profit	686,220	483,753
Operating expenses:
Depreciation and amortization	39,206	27,444
General and administrative expense	494,144	561,441
Total operating expenses	533,350	588,885
Income (loss) from operations	152,870	(105,132)
Other income (expense)
Interest expense	(21,465)	(53,680)
Gain on change in fair value of derivative liabilities	24,099	955,266
Total other income	2,634	901,586
Net income	$ 155,504	$ 796,454
Net (loss) income per share: Basic	$ 0	$ 0.01
Net (loss) income per share: Diluted	$ 0	$ 0
Weighted average number of common shares outstanding:
Basic	99,999,990	65,958,931
Diluted	384,032,647	103,120,033

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows from operating activities:
Net income	$ 155,504	$ 796,454
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	$ 39,206	27,444
Amortization of debt discounts		33,993
Gain on change in fair value of derivative liabilities	$ (24,099)	(955,266)
Changes in operating assets and liabilities:
Accounts receivable	(22,250)	700
Inventory	$ (3,360)	14,178
Accrued salaries to related parties		48,000
Deferred revenue		$ 26,021
Other current assets	$ (1,150)
Accounts payable and accrued expense	(164,484)	$ (60,934)
Net cash provided by operating activities	(20,633)	$ (69,410)
Cash flows used in investing activities
Cash paid for fixed assets	(9,012)
Net cash used in investing activities	$ (9,012)
Cash flows from financing activities
Advances from related parties		$ 50,000
Repayments of related party advances	$ (1,190)	$ (2,381)
Proceeds on notes payable	200,000
Repayments of notes payable	(42,507)
Repayments of lease obligation	(6,844)	$ (18,947)
Net cash provided by financing activities	149,459	28,672
Net increase (decrease) in cash	119,814	(40,738)
Cash beginning of period	13,865	64,293
Cash end of period	133,679	23,555
SUPPLEMENT DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$ 14,815	$ 14,421
Income taxes paid

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION	Organization NightCulture, Inc. (the "Company") is incorporated under the laws of the State of Nevada. The Company operates in the event promotion business. The Company was originally incorporated as Texxon, Inc. on October 6, 1998, under the laws of the State of Oklahoma. From inception until 2011, the Company pursued various business plans under multiple names, made an acquisition pursuant to a share exchange and carried out multiple reverse stock splits. From March 2009 until July 31, 2011, the Company operated under the name XXX Acquisition Corp and conducted no operations other than seeking a business to acquire. Since completion of an exchange in July 2011, the Company has been engaged in the event promotion business. In August 2011, the Company changed its name to NightCulture, Inc. and carried out an 8-for-1 forward stock split. In May 2012, the Company acquired Stereo Live, a related event venue operator, as a wholly-owned subsidiary. In September 2012, the Company acquired the assets of Full Access, an event promotion operator in Dallas, Texas. On January 30, 2016 the Company formed a wholly owned subsidiary Stereo Live Dallas, LLC. The Company was formed for the purpose of leasing a venue in Dallas, TX. The subsidiary is consolidated into the financials of the parent NightCulture, Inc. Basis of Presentation The accompanying unaudited interim consolidated 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, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. 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 the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end December 31, 2015 as reported on Form 10-K, have been omitted. 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 dilutive effect of the outstanding warrants for the three months ended March 31, 2016 and 2015 was 18,339,157 and 10,647,581 shares, respectively. The dilutive effect of the outstanding convertible for the three months ended March 31, 2016 and 2015 was 265,693,500 and 26,513,521 shares, respectively.

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
NOTE 2 - GOING CONCERN	As shown in the accompanying financial statements, the Company has negative working capital of $3,986,249 and an accumulated deficit of $9,524,428 as of March 31, 2016. The Company's ability to generate net income and positive cash flows is dependent on the ability to grow its operations 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.

DERIVATIVE INSTRUMENTS

DERIVATIVE INSTRUMENTS	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
NOTE 3 - DERIVATIVE INSTRUMENTS	During 2012 the Company issued instruments that require liability classification under ASC 815. These instruments are measured at fair value at the end of each reporting period. 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 March 31, 2016 and December 31, 2015: Recurring Fair Value Measures Level 1 Level 2 Level 3 Total LIABILITIES: Derivative liabilities as of March 31, 2016 -- -- $ 981,330 $ 981,330 Derivative liabilities as of December 31, 2015 -- -- $ 1,005,429 $ 1,005,429 The below table represents the change in the fair value of the derivative liabilities during the nine months ended March 31, 2016: Fair value of derivatives, December 31, 2015 $ 1,005,429 Change in fair value of derivative liability (24,099 ) Fair value of derivatives, March 31, 2016 $ 981,330

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
NOTE 4 - RELATED PARTY TRANSACTIONS	During the year ended December 31, 2015 the Company received a loan from a director of the Company of $50,000. The loan is payable over 42 weekly payments of $1,547.62 per week. The Company made payments of $1,190 towards the loan during the three months ended March 31, 2016. As of March 31, 2016 the loan was paid in full. As of March 31, 2016 and December 31, 2015, the Company had accrued salaries owed to related parties of $170,685 and $170,685, respectively.

DEBT

DEBT	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
NOTE 5 - DEBT	Notes Payable 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 March 31, 2016, 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 three months ended March 31, 2016, the Company made $27,168 payment under the note, including $22,782 principal and $4,386 interest. As of March 31, 2016 the balance due on the note was $246,551, which was presented as short term notes payable on the face of balance sheets due to the Company's default on the debt coverage ratio. 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 total repayments of $216,000.The interest rate of the debt is 15% per year and the note is due by February, 24, 2017. During the three months ended March 31, 2016, the Company made $19,725 towards the principal. As of March 31, 2016 the outstanding balance due on the note was $180,275. Convertible Debentures On September 12, 2012 the Company issued $500,000 of convertible debentures maturing on September 11, 2015. The 2012 Debentures accrue interest at 5% per annum with a default rate of 12% per annum. The 2012 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. On December 28, 2015 the debenture was amended extending the maturity date to December 31, 2016. As of March 31, 2016 and December 31, 2015, the outstanding principal balance under this convertible debt was $531,287 and $531,287, respectively. See note 2 for derivative accounting. Lease Obligations 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: · 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 had accounted for the above transaction under ASC 640 - 30 "Capital Leases". The Company has made payment of $6,844 toward the principal balance during the three months ended March 31, 2016. As of March 31, 2016 the balance due on the leases was $72,145, with $31,731 recorded as short term lease obligations and the balance of $40,414 recorded as long term lease obligations. The note and the leases are personally guaranteed by principals of the Company.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
NOTE 6 - COMMITMENTS AND CONTINGENCIES	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

WARRANTS

WARRANTS	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
NOTE 7 - WARRANTS	As of March 31, 2016, the Company had 25,000,000 warrants outstanding 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 these warrants on or before December 31, 2016. See note 2 for derivative accounting. The following table summarizes the warrant activity during the nine months ended March 31, 2016: Weighted Weighted Average Average Remaining Number of Exercise Contract Warrants Intrinsic Warrants Price Life Exercisable Value Outstanding and exercisable at December 31, 2015 25,000,000 $ 0.002 1.00 25,000,000 $ 57,500 Granted -- -- -- -- -- Exercised -- -- -- -- -- Forfeited or Cancelled -- -- -- -- -- Outstanding and exercisable at March 31, 2016 25,000,000 0.005 0.75 25,000,000 $ 125,000

LITIGATION

LITIGATION	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
NOTE 8 - 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2016
Summary Of Significant Accounting Policies Policies
Organization	NightCulture, Inc. (the "Company") is incorporated under the laws of the State of Nevada. The Company operates in the event promotion business. The Company was originally incorporated as Texxon, Inc. on October 6, 1998, under the laws of the State of Oklahoma. From inception until 2011, the Company pursued various business plans under multiple names, made an acquisition pursuant to a share exchange and carried out multiple reverse stock splits. From March 2009 until July 31, 2011, the Company operated under the name XXX Acquisition Corp and conducted no operations other than seeking a business to acquire. Since completion of an exchange in July 2011, the Company has been engaged in the event promotion business. In August 2011, the Company changed its name to NightCulture, Inc. and carried out an 8-for-1 forward stock split. In May 2012, the Company acquired Stereo Live, a related event venue operator, as a wholly-owned subsidiary. In September 2012, the Company acquired the assets of Full Access, an event promotion operator in Dallas, Texas. On January 30, 2016 the Company formed a wholly owned subsidiary Stereo Live Dallas, LLC. The Company was formed for the purpose of leasing a venue in Dallas, TX. The subsidiary is consolidated into the financials of the parent NightCulture, Inc.
Basis of Presentation	The accompanying unaudited interim consolidated 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, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. 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 the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end December 31, 2015 as reported on Form 10-K, have been omitted.
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 dilutive effect of the outstanding warrants for the three months ended March 31, 2016 and 2015 was 18,339,157 and 10,647,581 shares, respectively. The dilutive effect of the outstanding convertible for the three months ended March 31, 2016 and 2015 was 265,693,500 and 26,513,521 shares, respectively.

DERIVATIVE INSTRUMENTS (Tables)

DERIVATIVE INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2016
Derivative Instruments Tables
Financial assets and liabilities	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 March 31, 2016 and December 31, 2015: Recurring Fair Value Measures Level 1 Level 2 Level 3 Total LIABILITIES: Derivative liabilities as of March 31, 2016 -- -- $ 981,330 $ 981,330 Derivative liabilities as of December 31, 2015 -- -- $ 1,005,429 $ 1,005,429
Summarizes the changes in the derivative liabilities	The below table represents the change in the fair value of the derivative liabilities during the nine months ended March 31, 2016: Fair value of derivatives, December 31, 2015 $ 1,005,429 Change in fair value of derivative liability (24,099 ) Fair value of derivatives, March 31, 2016 $ 981,330

WARRANTS (Tables)

WARRANTS (Tables)	3 Months Ended
	Mar. 31, 2016
Warrants Tables
Summary of warrants	The following table summarizes the warrant activity during the nine months ended March 31, 2016: Weighted Weighted Average Average Remaining Number of Exercise Contract Warrants Intrinsic Warrants Price Life Exercisable Value Outstanding and exercisable at December 31, 2015 25,000,000 $ 0.002 1.00 25,000,000 $ 57,500 Granted -- -- -- -- -- Exercised -- -- -- -- -- Forfeited or Cancelled -- -- -- -- -- Outstanding and exercisable at March 31, 2016 25,000,000 0.005 0.75 25,000,000 $ 125,000

ORGANIZATION AND BASIS OF PRE17

ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Organization And Basis Of Presentation Details Narrative
Incorporation date	Oct. 6, 1998
Incorporation state	State of Oklahoma
Outstanding warrants	18,339,157	10,647,581
Outstanding convertible warrants	265,693,500	26,513,521

GOING CONCERN (Details Narrati

GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Going Concern Details Narrative
Working capital deficit	$ (3,986,249)
Accumulated deficit	$ (9,524,428)	$ (9,679,932)

DERIVATIVE INSTRUMENTS (Details

DERIVATIVE INSTRUMENTS (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Derivative liabilities	$ 981,330	$ 1,005,429
Level 1 [Member]
Derivative liabilities
Level 2 [Member]
Derivative liabilities
Level 3 [Member]
Derivative liabilities	$ 981,330	$ 1,005,429

DERIVATIVE INSTRUMENTS (Detai20

DERIVATIVE INSTRUMENTS (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Derivative Instruments Details 1
Fair value of derivatives, December 31, 2015	$ 1,005,429
Gain in fair value of derivative liability	(24,099)	$ (955,266)
Fair value of derivatives, March 31, 2016	$ 981,330

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Related Party Transactions Details Narrative
Received loan from related party			$ 50,000
Repayments of related party advances	$ (1,190)	$ (2,381)
Accrued salary	$ 170,685		$ 170,685

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Payment under the note payment	$ 27,168
Interest	4,386
Short term note payable	426,826		$ 269,333
Repayments of lease obligations	6,844	$ 18,947
Balance due on leases	72,145
Short term lease obligation	31,731		31,731
Long term lease obligation	40,414		47,258
Notes Payable [Member]
Principal amount	22,782
Notes Payable 1 [Member]
Principal amount	19,725
Outstanding principal amount	180,275
Convertible Debentures [Member]
Outstanding principal amount	$ 531,287		$ 531,287

WARRANTS (Details)

WARRANTS (Details)	9 Months Ended
	Mar. 31, 2016USD ($)$ / sharesshares
Warrants
Beginning Balance	25,000,000
Granted
Exercised
Forfeited or Cancelled
Ending Balance	25,000,000
Weighted Average Exercise Price
Beginning Balance | $ / shares	$ 0.002
Granted | $ / shares
Exercised | $ / shares
Forfeited or Cancelled | $ / shares
Ending Balance | $ / shares	$ 0.005
Weighted Average Remaining Contract Life
Beginning Balance	1 year
Ending Balance	9 months
Number of Warrants Exercisable
Beginning Balance	25,000,000
Granted
Exercised
Forfeited or Cancelled
Ending Balance	25,000,000
Intrinsic Value
Beginning Balance | $	$ 57,500
Granted | $
Exercised | $
Forfeited or Cancelled | $
Ending Balance | $	$ 125,000

WARRANTS (Details Narrative)

WARRANTS (Details Narrative)	Mar. 31, 2016USD ($)
Warrants Details Narrative
Warrants Outstanding	$ 25,000,000