FBEC Worldwide (FBEC) 10-Q 12 Sep 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Sep. 07, 2016
Document And Entity Information
Entity Registrant Name	FBEC Worldwide Inc.
Entity Central Index Key	1,311,735
Document Type	10-Q
Document Period End Date	Jun. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		128,014,555
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,016

Consolidated Balance Sheet (Una

Consolidated Balance Sheet (Unaudited) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Current assets:
Cash	$ 18,787	$ 45,309
Inventories	22,576	16,844
Total Current Assets	41,363	62,153
Fixed Assets:
Property, pland and equipment, net	837	0
Intangible assets, net	50,000	50,000
Total Assets	92,200	112,153
Current liabilities:
Accounts payable	27,927	35,495
Accrued expenses	139,513	65,167
Convertible notes payable	1,085,865	951,465
Advances	22,675	22,675
Derivative liabilities	719,877	993,070
Total current liabilities	1,995,857	2,067,872
Total liabilities	1,995,857	2,067,872
Stockholders' equity:
Preferred stock, $0.001 par value, 20,000,000 shares authorized 10,000 shares issued and outstanding	1	1
Common stock - par value $0.001; 2,200,000,000 shares authorized; 121,901,652 and 268,847,741 shares issued and outstanding, respectively	121,902	268,848
Additional paid-in capital	3,303,671	3,847,153
Accumulated deficit	(5,329,231)	(6,071,721)
Total stockholders' deficit	(1,903,657)	(1,955,719)
Total liabilities and stockholders' deficit	$ 114,875	$ 112,153

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	10,000	10,000
Preferred stock, shares outstanding	10,000	10,000
Common stock, par value	$ .001	$ .001
Common stock, shares authorized	2,200,000,000	2,200,000,000
Common stock, shares issued	121,901,652	268,847,741
Common stock, shares outstanding	121,901,652	268,847,741

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
Net revenues:
Net revenue	$ 31	$ 0	$ 1,359	$ 0
Total net revenues	31	0	1,359	0
Cost of Goods Sold	22	0	1,003	0
Gross Income	9	0	356	0
Operating expenses:
General, selling and administrative expenses	80,048	716,376	266,250	755,922
Total operating expenses	80,048	716,376	266,250	755,922
Income (loss) from operations	(80,039)	(716,376)	(265,894)	(755,922)
Other income (expense)
Interest expense	(47,954)	(12,284)	(58,633)	(12,284)
Gain (loss) on derivative liability	469,340	(1,287,444)	310,216	(647,772)
Other income (expense)	(37,022)	(18,151)	0	(18,151)
Total other income (expense)	384,364	(1,317,879)	251,583	(678,207)
Income (loss) before income tax	304,325	(2,034,255)	(14,311)	(1,434,129)
Provision for income taxes	0	0
Net income (loss)	$ 304,325	$ (2,034,255)	$ (14,311)	$ (1,434,129)
Basic income (loss) per share	$ 0	$ 0
Diluted income (loss) per share	$ 0	$ 0	$ 0	$ 0
Weighted average shares - Basic	165,171,328	141,038,028
Weighted average shares - Diluted	1,280,008,559	141,038,028

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 loss	$ (14,311)	$ (1,434,129)
Adjustments to reconcile net loss to net cash used in operating activities
(Gain) Loss on derivative liabilities	(735,739)	647,772
Amortization debt discounts	262,408	11,060
Loss on extinguishment of liabilities	37,022	18,151
Loss on debt converted into common stock	35,772	0
Loss on derivative expenses	163,115	0
Changes in operating assets and liabilities:
Inventory	(5,732)	0
Accounts payable and accrued expenses	1,460	(612)
Prepaid expenses	0	(19,940)
Accrued expenses	65,320	57,132
Net cash used in operating activities	(190,685)	(720,566)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Equipment	(837)	(16,120)
Purchase of Formula	0	(15,000)
Net cash flow used in investing activities	(837)	(31,120)
CASH FLOWS FROM FINANCING ACTIVITIES
Stock issued against services	0	351,341
Notes payable issued against services	0	200,000
Proceeds from Notes Payable	0	247,750
Proceeds from Convertible Notes Payable	215,000	25,000
Repayment of debt	(50,000)	(30,000)
Net cash provided by financing activities	165,000	794,091
Net increase (decrease) in cash	(26,522)	42,405
Cash, beginning of year	45,309	0
Cash, end of period	18,787	42,405
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	0	0
Income taxes paid	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for conversion of debt	30,000	16,500
Resolution of derivative liabilities	50,000	896,100
Common stock issued in reverse merger
Accounts payable converted to convertible debt
Related party liabilities converted to debt
Series A Preferred Stock conversion	0	53,407
Notes payable issued against formula	0	35,000
Common stock issued for settlement of liabilities	0	0
Common stock issued for settlement of liabilities to related parties	0	0
Debt discount due to derivative liabilties	$ 354,000	$ 25,000

1. Basis of Presentation, Going

1. Basis of Presentation, Going Concern and Correction of Prior Year Information	6 Months Ended
	Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation, Going Concern and Correction of Prior Year Information	Interim Financial Reporting While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"). All adjustments are of a normal, recurring nature. Interim financial statements and the notes thereto do not contain all of the disclosures normally found in year-end audited financial statements and these Notes to Financial Statements are abbreviated and contain only certain disclosures related to the three and six month period ended June 30, 2016. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2015 as reported in the Form 10-K have been omitted. It is suggested that these interim financial statements be read in conjunction with our audited financial statements and related notes for the year ended December 31, 2015 included in our Form 10-K filed with the Securities Exchange Commission on May 19, 2016. Operating results for the three an six months ended June 30, 2016 are not necessarily indicative of the results that can be expected for the period from January 1, 2016 through December 31, 2016. Earnings Per Share We present both basic and diluted earnings per share (“EPS”) amounts in our financial reporting. Basic EPS excludes dilution and is computed by dividing income available to Common Stock holders by the weighted-average number of Common Stock outstanding for the period. Diluted EPS reflects the maximum potential dilution that could occur from our convertible debt. Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period. During the three months ended June 30, 2015 and the six months ended June 30, 2016 and 2015, the shares underlying the outstanding convertible debt were excluded as their effect would have been anti-dilutive. For the three months ended June 30, 2016, the dilutive effect of the shares underlying the outstanding convertible debt of the Company was 1,114,837,231 and a reduction to net income of $469,340. Going Concern The accompanying unaudited consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern, which is dependent upon the Company's ability to establish itself as a profitable business. At June 30, 2016, the Company has an accumulated deficit of $5,329,231 and has a working capital deficit of $1,234,618. These matters raise substantial doubt about the Company's ability to continue as a going concern. These unaudited consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties, nor do they include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. The Company’s ability to continue in business is dependent upon obtaining sufficient financing or attaining profitable operations. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations.

2. Stockholders' Deficit

2. Stockholders' Deficit	6 Months Ended
	Jun. 30, 2016
Equity [Abstract]
Stockholders' Deficit	The Company is authorized to issue up to 2,200,000,000 shares of common stock at $0.001 par value per share and 20,000,000 shares of preferred stock at $0.001 par value per share. As of June 30, 2016 and December 31, 2015, the Company had 121,901,652 and 268,847,666 shares of common stock plus 1,000 and 1,000 shares of Series A preferred stock issued and outstanding, respectively (see Note 10).

3. Related Parties

3. Related Parties	6 Months Ended
	Jun. 30, 2016
Related Party Transactions [Abstract]
Related Parties	As of June 30, 2016 and December 31, 2015, the Company has outstanding advances to former officers and directors aggregating $22,675. The advances are unsecured, due on demand and bear no interest. In April 2015, the Company entered into a consulting agreement with Yorkshire Capital LLC. A retainer of $225,000 plus a management fee of $30,000 per month and 10% of any acquisition closed with the assistance of Yorkshire Capital LLC will be paid. During six months ended June 30, 2015, the Company paid $105,000 in total for consulting services, of which $90,000 was recognized as consulting expense and $15,000 was recognized as prepaid expenses. The agreement has been terminated. In May 2015, the Company issued 150,000,000 shares of restricted common stock to the Company’s then President. These shares have a one year vesting period and were valued using the estimated enterprise value of the Company. The aggregate fair value of the warad was determined to be $498,421 of which $83,070 was recognized during the six months ended June 30, 2015 and $415,351 will be recognized over the remaining vesting period. The shares were purchased by Midam Ventures LLC and have all been cancelled. Midam Ventures LLc will have an exclusive right from February 26, 2016 to provide Investor and Public Relations services to the Company for five years. In May 2015, the Company converted 8,999 shares of Series A Preferred stock into 53,406,528 shares of the Company’s common stock. These shares are owned by S&L Capital LLC, Robert Sand, majority owner and former President of the Company.

4. Property and Equipment

4. Property and Equipment	6 Months Ended
	Jun. 30, 2016
Property, Plant and Equipment [Abstract]
Property and Equipment	On June 29, 2015, the Company purchased $16,120 of office equipment and telephone equipment. Property and equipment are carried at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations when incurred, while additions and improvements are capitalized. The Company depreciates the costs of these assets over their estimated useful lives. When assets are retired or disposed, the asset's original cost and related accumulated depreciation are eliminated from accounts and any gain or loss is reflected in income. Depreciation and amortization are generally accounted for using the straight line method over the estimated useful lives of the assets as follows: Office, protective and demonstration, and computer equipment 4 Years Manufacturing equipment 10 Years Leasehold improvements lease term These assets were consider consideration to Mr. Sand and removed from the Company in September 2015. This year the Company has purchased $837 of computer equipment. Long-lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable.

5. Intangible Asset

5. Intangible Asset	6 Months Ended
	Jun. 30, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Asset	In June 2015, the Company purchased a hemp based drink formula for $50,000, paying $15,000 in cash and issuing a note for $35,000 (See Note-7 Notes Payable). The Company's intangible assets comprise a license, trademarks and patents which are accounted for at cost. The license is amortized over 17 years which is the life of the agreement. The trademarks and patents are amortized straight-line over 20 years. Should the Company determine that there is permanent impairment in the value of the unamortized portion of an intangible asset an appropriate amount of the unamortized balance of the intangible asset would be charged to income at that time.

6. Convertible Notes Payable

6. Convertible Notes Payable	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
Convertible Notes Payable	At June 30, 2016 and December 31, 2015, convertible notes payable consisted of the following: June 30, 2016 December 31, 2015 Convertible notes payable $ 1,085,865 $ 951,465 Unamortized debt discounts $ (288,590 ) $ (234,020 ) Total $ 797,275 $ 717,445 The outstanding convertible notes bear interest ranging from 8% to 12% on all notes in default and three notes from inception, are due on demand and are convertible into common stock at variable rates based upon discounts to the market price of the common stock. The Company identified embedded derivatives related to the outstanding convertible notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the convertible notes and to adjust the fair value as of each subsequent balance sheet date. At June 30, 2016, the aggregate fair value of the outstanding derivative liabilities was determined to be $719,876. The fair value of the embedded derivatives was determined using the Black Scholes Option Pricing Model based on the following assumptions: The fair value of the outstanding embedded derivatives of $719,876 at June 30, 2016 was determined using the Black Scholes Option Pricing Model with the following assumptions: Dividend yield: -0-% Market price of common stock: $0.013 Expected volatility: Maximum Risk free rate: 0.36% At June 30, 2016, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of $256,365 and $735,739 for the three and six months ended June 30, 2016. Notes in default and included in Current Notes Payable were $845,832 at June 30, 2016.

7. Fair Value of Financial Inst

7. Fair Value of Financial Instruments	6 Months Ended
	Jun. 30, 2016
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of June 30, 2016 and December 31, 2015: Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) June 30, 2016 Liabilities: Derivative liabilities $ 1,008,466 $ – $ – $ 1,008,466 December 31, 2015 Liabilities: Derivative liabilities $ 993,070 $ – $ – $ 993,070 The derivative liabilities are measured at fair value using the Black Scholes Option Pricing Model including quoted market prices and estimated volatility factors based on historical prices for the Company’s common stock and are classified within Level 3 of the valuation hierarchy. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the three months ended March 31, 2015: Derivative Liabilities Balance, December 31, 2015 $ 993,070 Additions at fair value 637,499 Change in fair value (622,103 ) Balance, June 30, 2016 $ 1,008,466

8. Notes Payable

8. Notes Payable	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
Notes Payable	In February 2016, the Company entered into a convertible debt agreement with a principal amount of $40,000 with 0% interest per annum. This note is convertible at a 38% discount to the lowest market price of the 15 days preceding the conversion request. This note becomes convertible at or after maturity. The default interest rate is 12% per annum. In March 2016, the Company entered into a convertible debt agreement with a principal amount of $25,000 with 10% interest per annum. This note is convertible at a 70% discount to the lowest market price of the 20 days preceding the conversion request. These notes are convertible at any time at the option of the holder. The default interest rate is 12% per annum. In April 2016, the Company entered into a convertible debt agreement with a principal amount of $150,000 with 8% interest per annum. This note is convertible at a fixed rate of $.0008. These notes are convertible any time after 179 days from the date of the note at the option of the holder.

9. Subsequent Events

9. Subsequent Events	6 Months Ended
	Jun. 30, 2016
Subsequent Events [Abstract]
Subsequent Events	In July 2016, the Company issued 2,887,097 free trading common shares for the conversion of $8,950 in debt. In August 2016, the Company issued a total of 3,225,806 free trading common shares for the conversion of $10,000 in debt.

1. Basis of Presentation (Polic

1. Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Earnings per Share	Earnings Per Share We present both basic and diluted earnings per share (“EPS”) amounts in our financial reporting. Basic EPS excludes dilution and is computed by dividing income available to Common Stock holders by the weighted-average number of Common Stock outstanding for the period. Diluted EPS reflects the maximum potential dilution that could occur from our convertible debt. Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period. During the three months ended June 30, 2015 and the six months ended June 30, 2016 and 2015, the shares underlying the outstanding convertible debt were excluded as their effect would have been anti-dilutive. For the three months ended June 30, 2016, the dilutive effect of the shares underlying the outstanding convertible debt of the Company was 1,114,837,231 and a reduction to net income of $469,340.
Going Concern	Going Concern The accompanying unaudited consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern, which is dependent upon the Company's ability to establish itself as a profitable business. At June 30, 2016, the Company has an accumulated deficit of $5,329,231 and has a working capital deficit of $1,234,618. These matters raise substantial doubt about the Company's ability to continue as a going concern. These unaudited consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties, nor do they include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. The Company’s ability to continue in business is dependent upon obtaining sufficient financing or attaining profitable operations. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations.

6. Convertible Notes Payable (T

6. Convertible Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
Convertible notes payable	June 30, 2016 December 31, 2015 Convertible notes payable $ 1,108,540 $ 951,465 Unamortized debt discounts $ (288,590 ) $ (234,020 ) Total $ 819,950 $ 717,445
Assumptions used for embedded derivative	Dividend yield: -0-% Market price of common stock: $0.013 Expected volatility: Maximum Risk free rate: 0.36%

7. Fair Value of Financial In17

7. Fair Value of Financial Instruments (Tables)	6 Months Ended
	Jun. 30, 2016
Fair Value Disclosures [Abstract]
Fair value on recurring basis	Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) June 30, 2016 Liabilities: Derivative liabilities $ 1,008,466 $ – $ – $ 1,008,466 December 31, 2015 Liabilities: Derivative liabilities $ 993,070 $ – $ – $ 993,070
Summary of changes of Level 3 financial liabilities	Balance, December 31, 2015 $ 993,070 Additions at fair value 637,499 Change in fair value (622,103 ) Balance, June 30, 2016 $ 1,008,466

1. Basis of Presentation, Goi18

1. Basis of Presentation, Going Concern (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Potential dilutive shares	1,114,837,231
Effect of dilutive shares on net income	$ (469,340)
Accumulated deficit	(5,329,231)	$ (6,071,721)
Working capital	$ (1,234,618)

3. Related Parties (Details Nar

3. Related Parties (Details Narrative) - Former officers and directors [Member] - USD ($)	Jun. 30, 2016	Dec. 13, 2015
Due to related parties	$ 22,675
Due to related parties		$ 22,675

4. Property and Equipment (Deta

4. Property and Equipment (Details Narrative)	Jun. 30, 2016USD ($)
Property, Plant and Equipment [Abstract]
Computer equipment	$ 837

5. Intangible Asset (Details Na

5. Intangible Asset (Details Narrative)	Jun. 30, 2016USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible asset	$ 50,000

6. Convertible Notes Payable (D

6. Convertible Notes Payable (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Debt Disclosure [Abstract]
Convertible notes payable	$ 1,085,865	$ 951,465
Unamortized debt discounts	(288,590)	(234,020)
Convertible notes payable, net	$ 797,275	$ 717,445

6. Convertible Notes Payable 23

6. Convertible Notes Payable (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Debt Disclosure [Abstract]
Aggregate fair value of outstanding derivatives	$ 1,008,466	$ 993,070
Fair value of embedded derivative	1,152,195
Change in fair value of derivative	(479,374)
Convertible notes in default	$ 845,832

7. Fair Value of Financial In24

7. Fair Value of Financial Instruments (Details - Derivative Liabilities - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Derivative liabilities	$ 1,008,466	$ 993,070
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Derivative liabilities	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Derivative liabilities	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Derivative liabilities	$ 1,008,446	$ 993,070

7. Fair Value of Financial In25

7. Fair Value of Financial Instruments (Details - Level 3)	6 Months Ended
	Jun. 30, 2016USD ($)
Derivative liability, beginning balance	$ 993,070
Derivative liability, ending balance	1,008,466
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Derivative liability, beginning balance	993,070
Additions at fair value	637,499
Change in fair value	(622,103)
Derivative liability, ending balance	$ 1,008,446

8. Notes Payable (Details Narra

8. Notes Payable (Details Narrative)	6 Months Ended
	Jun. 30, 2016USD ($)
Convertible Debt [Member]
Convertible debt face amount	$ 40,000
Stated interest	0.00%
Default interest rate	12.00%
Convertible terms	This note is convertible at a 38% discount to the lowest market price of the 15 days preceeding the conversion request.
Convertible Debt 2 [Member]
Convertible debt face amount	$ 25,000
Stated interest	10.00%
Default interest rate	12.00%
Convertible terms	This note is convertible at a 70% discount to the lowest market price of the 20 days preceeding the conversion request.
Convertible Debt 3 [Member]
Convertible debt face amount	$ 150,000
Stated interest	8.00%
Convertible terms	Convertible at a fixed rate of $.0008. These notes are convertible any time after 179 days from the date of the note. at the option of the noteholder.