NightCulture (NGHT) 10-Q 10 Aug 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 10, 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	Jun. 30, 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	Q2
Document Fiscal Year Focus	2,016

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Current assets:
Cash	$ 128,925	$ 13,865
Receivables	59,409	35,409
Inventory	49,027	2,640
Prepaid	9,056
Other current assets	5,978	3,258
Total current assets	252,395	55,172
Fixed assets, net of accumulated depreciation of $198,807 and $140,223, respectively	807,062	401,522
Intangible assets, net of accumulated amortization of $160,504 and $140,856, respectively	235,832	255,480
Other assets	1,150
Total assets	1,296,439	712,174
Current liabilities:
Accounts payable and accrued expense	2,543,927	2,209,578
Deferred income	942	942
Accrued salary - related parties	170,685	170,685
Advances - related parties		1,190
Derivative liabilities	908,070	1,005,429
Notes payable	500,567	269,333
Short term capital lease obligations	98,254	31,731
Convertible debt	531,387	531,387
Total current liabilities	4,753,832	4,220,275
Long term liabilities:
Long term capital lease obligations	256,868	47,258
Total liabilities	5,010,700	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	(9,838,834)	(9,679,932)
Total shareholders' deficit	(3,714,261)	(3,555,359)
Total liabilities and shareholders' deficit	$ 1,296,439	$ 712,174

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Current assets
Net of accumulated depreciation (in Dollars)	$ 198,807	$ 140,223
Net of accumulated amortization (in Dollars)	$ 160,504	$ 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		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Consolidated Statements Of Operations
Revenue	$ 2,325,139	$ 2,295,735	$ 3,790,138	$ 3,465,819
Direct costs	1,983,506	1,740,448	2,718,565	2,426,779
Gross profit	341,633	555,287	1,071,573	1,039,040
Operating expenses:
Depreciation and amortization	39,026	27,441	78,232	54,885
General and administrative expense	658,646	446,853	1,196,510	1,008,294
Total operating expenses	697,672	474,294	1,274,742	1,063,179
Income (loss) from operations	(322,143)	80,993	(203,169)	(24,139)
Other income (expense)
Interest expense	(31,627)	(59,689)	(53,092)	(113,369)
Gain on change in fair value of derivative liabilities	73,260	(369,028)	97,359	586,238
Total other income (expense)	41,633	(428,717)	44,267	472,869
Net income (loss)	$ (314,406)	$ (347,724)	$ (158,902)	$ 448,730
Net (loss) income per share: Basic	$ 0	$ 0	$ 0	$ 0.01
Net (loss) income per share: Diluted	$ 0	$ 0	$ 0	$ 0
Weighted average number of common shares outstanding:
Basic	99,999,990	78,677,568	99,999,990	72,353,384
Diluted	99,999,990	78,677,568	99,999,990	205,557,793

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Cash flows from operating activities:
Net income (loss)	$ (158,902)	$ 448,730
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	78,232	54,885
Amortization of debt discounts		67,985
Gain on change in fair value of derivative liabilities	(97,359)	(586,238)
Changes in operating assets and liabilities:
Accounts receivable	(24,000)	(3,149)
Inventory	(46,387)	17,346
Accrued salaries to related parties		91,000
Other current assets	(11,776)
Other assets	(1,150)
Accounts payable and accrued expense	334,349	(34,132)
Net cash provided by operating activities	73,007	56,427
Cash flows used in investing activities
Cash paid for fixed assets	(169,218)
Net cash used in investing activities	(169,218)
Cash flows from financing activities
Advances from related parties		50,000
Repayments of related party advances	(1,190)	(17,857)
Proceeds on notes payable	375,000
Repayments of notes payable	(143,766)
Repayments of lease obligation	(18,773)	(38,488)
Net cash flows provided by (used in) financing activities	211,271	(6,345)
Net increase (decrease) in cash	115,060	50,082
Cash beginning of period	13,865	64,293
Cash end of period	128,925	114,375
SUPPLEMENT DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	39,762	34,853
Income taxes paid
NONCASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for related parties advances and accrued salary		380,375
Purchase of fixed assets through capital lease obligations	$ 294,906

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 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.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Jun. 30, 2016
Notes to Financial Statements
NOTE 2 - GOING CONCERN	As shown in the accompanying financial statements, the Company has negative working capital of $4,501,437 and an accumulated deficit of $9,838,834 as of June 30, 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	6 Months Ended
	Jun. 30, 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 June 30, 2016 and December 31, 2015: Recurring Fair Value Measures Level 1 Level 2 Level 3 Total LIABILITIES: Derivative liabilities as of June 30, 2016 -- -- $ 908,070 908,070 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 six months ended June 30, 2016: Fair value of derivatives, December 31, 2015 $ 1,005,429 Change in fair value of derivative liability (97,359 ) Fair value of derivatives, June 30, 2016 $ 908,070

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 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 six months ended June 30, 2016. As of June 30, 2016 the loan was paid in full. As of June 30, 2016 and December 31, 2015, the Company had accrued salaries owed to related parties of $170,685 and $170,685, respectively.

DEBT

DEBT	6 Months Ended
	Jun. 30, 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 June 30, 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 six months ended June 30, 2016, the Company made $54,335 payment under the note, including $46,969 principal and $7,366 interest. As of June 30, 2016 the balance due on the note was $222,364, 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% year per and the note is due by February 24, 2017. During the six months ended June 30, 2016, the Company paid $78,899 towards the principal and $6,312 in interest. As of June 30, 2016 the outstanding balance due on the note was $121,101. On May 9, 2016 the Company's subsidiary, Stereo Live, opened a $175,000 Merchant loan with Money Works Direct. Under the terms of the loan Stereo Live will repay the note at the rate of $662.88 per day for total repayments of $211,750. During the six months ended June 30, 2016, the Company made $17,898 towards the principal and $3,759 in interest. As of June 30, 2016 the outstanding balance due on the note was $157,102. 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 June 30, 2016 and December 31, 2015, the outstanding principal balance under this convertible debt was $531,287 and $531,287, respectively. See note 3 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. On June 1, 2016 the Company's subsidiary, Stereo Live Dallas, entered into a lease arrangement with Colorwave. The terms of the lease are as follows: · An equipment lease of $294,906, payable over 48 months at the rate of $10,000 per month for 12 months and $8,472 for the following 36 months. The Company had accounted for the above transactions under ASC 840 - 30 "Capital Leases". The Company has made payment of $18,773 toward the principal balance during the six months ended June 30, 2016. As of June 30, 2016 the balance due on the leases was $355,122, with $98,254 recorded as short term lease obligations and the balance of $256,868 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	6 Months Ended
	Jun. 30, 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. During the six months period ended June 30, 2016, a major partner of the Company, SFX Entertainment (SFXEQ) filed for reorganization under Chapter 11 of the US bankruptcy code. The Company works with DDP producing multiple shows and festivals throughout the period. As of June 30, 2016 the Company is unable to assess the impact the bankruptcy filing may have on the Company's income and ability to promote large venues.

WARRANTS

WARRANTS	6 Months Ended
	Jun. 30, 2016
Notes to Financial Statements
NOTE 7 - WARRANTS	As of June 30, 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 3 for derivative accounting. The following table summarizes the warrant activity during the six months ended June 30, 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 June 30, 2016 25,000,000 0.004 0.50 25,000,000 $ 117,000

LITIGATION

LITIGATION	6 Months Ended
	Jun. 30, 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.

ORGANIZATION AND BASIS OF PRE14

ORGANIZATION AND BASIS OF PRESENTATION (Policies)	6 Months Ended
	Jun. 30, 2016
Organization And Basis Of Presentation 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.

DERIVATIVE INSTRUMENTS (Tables)

DERIVATIVE INSTRUMENTS (Tables)	6 Months Ended
	Jun. 30, 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 June 30, 2016 and December 31, 2015: Recurring Fair Value Measures Level 1 Level 2 Level 3 Total LIABILITIES: Derivative liabilities as of June 30, 2016 -- -- $ 908,070 908,070 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 six months ended June 30, 2016: Fair value of derivatives, December 31, 2015 $ 1,005,429 Change in fair value of derivative liability (97,359 ) Fair value of derivatives, June 30, 2016 $ 908,070

WARRANTS (Tables)

WARRANTS (Tables)	6 Months Ended
	Jun. 30, 2016
Warrants Tables
Summary of warrants	The following table summarizes the warrant activity during the six months ended June 30, 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 June 30, 2016 25,000,000 0.004 0.50 25,000,000 $ 117,000

ORGANIZATION AND BASIS OF PRE17

ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative)	6 Months Ended
	Jun. 30, 2016
Organization And Basis Of Presentation Details Narrative
Incorporation date	Oct. 6, 1998
Incorporation state	State of Oklahoma

GOING CONCERN (Details Narrati

GOING CONCERN (Details Narrative) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Going Concern Details Narrative
Working capital deficit	$ (4,501,437)
Accumulated deficit	$ (9,838,834)	$ (9,679,932)

DERIVATIVE INSTRUMENTS (Details

DERIVATIVE INSTRUMENTS (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Derivative liabilities	$ 908,070	$ 1,005,429
Level 1 [Member]
Derivative liabilities
Level 2 [Member]
Derivative liabilities
Level 3 [Member]
Derivative liabilities	$ 908,070	$ 1,005,429

DERIVATIVE INSTRUMENTS (Detai20

DERIVATIVE INSTRUMENTS (Details 1) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Derivative Instruments Details 1
Fair value of derivatives, December 31, 2015	$ 1,005,429
Gain in fair value of derivative liability	(97,359)	$ (586,238)
Fair value of derivatives, June 30, 2016	$ 908,070

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Related Party Transactions Details Narrative
Received loan from related party			$ 50,000
Repayments of related party advances	$ (1,190)	$ (17,857)
Accrued salary	$ 170,685		$ 170,685

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Repayments of lease obligations	$ 18,773	$ 38,488
Balance due on leases	355,122
Short term lease obligation	98,254		$ 31,731
Long term lease obligation	256,868		47,258
Notes Payable [Member]
Payment under the note payment	54,335
Principal amount	46,969
Outstanding principal amount	222,364
Interest	7,366
Notes Payable 1 [Member]
Payment under the note payment	78,899
Outstanding principal amount	121,101
Interest	6,312
Notes Payable 2 [Member]
Payment under the note payment	17,898
Outstanding principal amount	157,102
Interest	3,759
Convertible Debentures [Member]
Outstanding principal amount	$ 531,287		$ 531,287

WARRANTS (Details)

WARRANTS (Details)	6 Months Ended
	Jun. 30, 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	$ 0.004
Weighted Average Remaining Contract Life
Beginning Balance	1 year
Ending Balance	6 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 | $	$ 117,000

WARRANTS (Details Narrative)

WARRANTS (Details Narrative)	Jun. 30, 2016USD ($)
Warrants Details Narrative
Warrants Outstanding	$ 25,000,000