bowmo (BOMO) 10-Q 20 Aug 18 2018 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 16, 2018
Document And Entity Information
Entity Registrant Name	US Highland, Inc.
Entity Central Index Key	1,381,871
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
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		624,817,016
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

Consolidated Condensed Balance

Consolidated Condensed Balance Sheets - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current Assets:
Cash	$ 2,565	$ 3,066
Deposit in acquisition	124,000	75,000
Total Current Assets	126,565	78,066
Intangible assets	151,880
Property and equipment, net	6,367,227
Total Assets	6,645,672	78,066
Current Liabilities:
Accounts payable	349,365	350,465
Accrued liabilities	753,033	704,987
Convertible Notes, net of discounts of $69,925 and $180,716, respectively	546,375	768,753
Derivative liabilities	335,380	409,948
Loans payable, net of discount of $68,415 and $0, respectively	495,465	111,000
Loans payable-related party	370,000	370,000
Other liabilities	6,367,227
Total Liabilities	9,216,845	2,715,153
Commitments and Contingencies
Stockholders' Equity (Deficit):
Common stock, 1,000,000,000 shares authorized, $0.01 par value; 515,838,889 and 345,450,049 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	5,158,392	3,454,502
Treasury stock, at cost - 58,333 shares	(773,500)	(773,500)
Additional paid-in capital	68,630,154	69,892,158
Accumulated deficit	(75,620,084)	(75,244,112)
Total Stockholder's Deficit	(2,571,173)	(2,637,087)
Total Liabilities and Stockholders' Equity	6,645,672	78,066
Series A Preferred Stock
Stockholders' Equity (Deficit):
Preferred stock	33,815	33,815
Series B Preferred Stock
Stockholders' Equity (Deficit):
Preferred stock	$ 50	$ 50

Consolidated Condensed Balance3

Consolidated Condensed Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current Liabilities
Convertible debentures, net of discounts	$ 69,925	$ 180,716
Loans payable, net of discount	$ 68,415	$ 0
Stockholders' Equity (Deficit):
Common Stock, shares authorized	1,000,000,000	1,000,000,000
Common Stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common Stock, shares issued	515,838,889	345,450,049
Common Stock, shares outstanding	515,838,889	345,450,049
Treasury Stock - shares	58,333	58,333
Series A Preferred Stock
Stockholders' Equity (Deficit):
Preferred Stock, shares authorized	3,500,000	3,500,000
Preferred Stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred Stock, shares issued	3,381,520	3,381,520
Preferred Stock, shares outstanding	3,381,520	3,381,520
Series B Preferred Stock
Stockholders' Equity (Deficit):
Preferred Stock, shares authorized	10,000	10,000
Preferred Stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred Stock, shares issued	5,000	5,000
Preferred Stock, shares outstanding	5,000	5,000

Consolidated Condensed Statemen

Consolidated Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Consolidated Condensed Statements Of Operations
Revenue
Operating Expenses:
General and administrative	42,822		68,245
Professional fees	62,600	27,728	99,600	55,289
Total operating expenses	105,422	27,728	167,845	55,289
Loss from operations	(105,422)	(27,728)	(167,845)	(55,289)
Other Income (Expense):
Interest expense	(53,453)	(42,721)	(93,195)	(234,970)
Change in fair value of derivatives	318,920	(847,462)	513,654	(874,704)
Loss on convertible notes	(592,281)		(628,586)
Total other expense	(326,814)	(890,183)	(208,127)	(1,109,674)
Loss before provision for income taxes	(432,236)	(917,911)	(375,972)	(1,164,963)
Provision for income taxes
Net Loss	$ (432,236)	$ (917,911)	$ (375,972)	$ (1,164,963)
Loss per share, basic and diluted	$ 0	$ 0	$ 0	$ 0
Weighted average shares outstanding, basic and diluted	449,366,834	315,661,069	406,209,838	315,661,069

Consolidated Condensed Stateme5

Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
CASH FLOW FROM OPERATING ACTIVITES:
Net loss	$ (375,972)	$ (1,164,963)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion expense		180,716
Change in fair value of derivatives	(513,654)	874,704
Loss on convertible debt	628,586
Debt discount amortization	31,977
Changes in Operating Assets and Liabilities:
Prepaid expenses and deposit	(49,000)
Accounts payable and accrued liabilities	29,330	13,110
Accrued liabilities - related parties	38,232	96,254
Net Cash Used in Operating Activities	(210,501)	(179)
CASH FLOWS FROM INVESTING ACTIVITIES:
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debt	210,000
Net Cash Provided by Financing Activities	210,000
Net Decrease in Cash	(501)	(179)
Cash at Beginning of Period	3,066	260
Cash at End of Period	2,565	81
Cash paid during the period for:
Interest
Income taxes
Supplemental disclosure of non-cash activity:
Common stock issued for conversion of debt	107,442
Promissory note issued to intangible assets	151,880
Liability incurred for asset purchase	6,367,227
Warrants issued	$ 57,499

SUMMARY OF BUSINESS AND BASIS O

SUMMARY OF BUSINESS AND BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 1 - SUMMARY OF BUSINESS AND BASIS OF PRESENTATION	Organization and Business Cruzani, Inc. (the “Company”) was originally formed as a limited liability company on February 5, 1999 under the name The Powerhouse, L.L.C. pursuant to the laws of the State of Oklahoma. On November 9, 2006, Powerhouse Productions, L.L.C. filed Articles of Conversion changing the entity from a limited liability company to a corporation under the name Harcom Productions, Inc. On January 25, 2010, Articles of Merger were filed with the State of Oklahoma merging U.S. Highland, Inc., an Oklahoma corporation into Harcom Productions, Inc. and the name of the corporation was changed to US Highland, Inc. US Highland, Inc. was a recreational power sports Original Equipment Manufacturer (“OEM”), developing motorcycles, quads, single cylinder engines, and v-twin engines under its own brand and for other OEMs. During 2017, the Company exited the recreational power sports OEM and leisure activity vehicles markets. On June 29, 2018, the Company filed Amended and Restated Articles of Incorporation with the State of Nevada to change its name to Cruzani, Inc. Consistent with the Company’s new name, the Company changed the composition of its business direction. Supreme Sweets Acquisition Corp., a subsidiary of the Company, was renamed Oventa, Inc. (“Oventa”). Oventa operates in a 39,000 sq. foot, commercial bakery located in Toronto, Ontario, Canada, which was established in March 2015 by Mario Parravano and Barbara Parravano (collectively, the “Founders”). The Founders have been a successful and innovative force in the baked goods industry since the early 1980’s. Oventa is operating and ideally situated in west-end Toronto at the junction of two major Toronto highways, fronting the Q.E.W. corridor, 10 minutes from downtown Toronto, and only 10 minutes from Pearson International Airport. Oventa’s high speed bread, pastry and donut lines, spiral and walk-in coolers and freezers, tunnel, revolving, and deck ovens, and equipment to produce virtually any bakery or snack product are in place and operational. There is considerable room to expand on the property. The current gross annual revenue for Oventa is approximately CAD $1 million dollars. Oventa services local coffee shops and manufactures private label products for customers in Canada and the U.S. Ovanta will be the second, major operational focus of the Company. The acquisition of Oventa is in addition to the acquisition of TruFood Provisions Co., which is being rebranded and will launch in 2019. Basis of Presentation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, USH Distribution Corp., Powersports Brand Alliance, Inc., and Supreme Sweets Acquisition Corp. All significant intercompany transactions and balances have been eliminated. The unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments (consisting of normal recurring adjustments unless otherwise indicated) which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Certain prior year amounts have been reclassified to conform to current year presentation. Certain information in footnote disclosures normally included in the financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and have been condensed or omitted pursuant to such principles and the financial results for the periods presented may not be indicative of the full year’s results. The Company believes the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the fiscal year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed on April 4, 2018 (the “2017 Annual Report”). Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. Going Concern The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going-concern basis. The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operations, but as of June 30, 2018 current assets exceed current liabilities by $3,796,054. The Company has an accumulated deficit of $75,620,084. The Company’s ability to continue as a going concern depends upon its ability to obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and monetization of intellectual property assets. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company’s development and marketing efforts.

DEPOSITS ON ACQUISITION

DEPOSITS ON ACQUISITION	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 2 - DEPOSITS ON ACQUISITION	On March 8, 2018, the Company entered into a share exchange agreement with TruFood Provisions Co (“TruFood”). Pursuant to an amendment to the share exchange agreement dated March 8, 2018, the Company will exchange 1 billion shares of the Company, and cash, for 100% of the equity of TruFood. It is expected that all other debt related to the operation of TruFood will be retired at or prior to the closing date. As of June 30, 2018, the Company had deposited $124,000 related to this acquisition.

ASSET ACQUISITION

ASSET ACQUISITION	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 3 - ASSET ACQUISITION	On June 30, 2018, Supreme Sweets Acquisition Corp. (n/k/a Oventa, Inc.), a subsidiary of the Company, and the Company (collectively, the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Supreme Sweets Inc. and 2498411 Ontario, Inc., as sellers (collectively, the “Seller”), pursuant to which in exchange for CAD $200,000 and a twenty percent (20%) interest in Oventa, Inc., the Company agreed to acquire the trade secret assets of Seller upon the terms and subject to the conditions set forth in the Asset Purchase Agreement. The value of the assets recorded is currently an estimate based upon the estimated fair value of the assets acquired under ASC 805-50-25-1. There has been no goodwill or a loss recorded related to the acquisition. The compensation amount to be paid to Supreme Sweets Inc. is currently recorded as other liabilities. A second closing occurred on July 31, 2018, pursuant to which the Company acquired the furniture, fixtures and equipment of Seller in exchange for CAD $100,000. Seller is engaged in the business of preparing delicious snacks, pastries and baked goods with high quality ingredients for exceptional taste, including low calorie and gluten-free alternatives.

LOANS PAYABLE

LOANS PAYABLE	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 4 - LOANS PAYABLE	Loans payable consist of the following: June 30, 2018 December 31, 2017 a) On May 30, 2013 and August 12, 2013, the Company received advances from a director for $2,000 and $25,000, respectively. On August 12, 2013, the Company entered into an unsecured, non-guaranteed, demand loan agreement with the director for $27,000. The loan bears interest at 1% per annum compounded monthly. $ 27,000 $ 27,000 b) On February 27, 2014, and March 19, 2015, the Company received advances from a director of $6,000, and $10,200, respectively. During the year ended December 31, 2015, the Company repaid $13,200. The advances are unsecured, due on demand and bears interest at 1% per annum compounded and calculated monthly. $ 3,000 $ 3,000 c) On September 18, 2014, May 29, 2015, July 3, 2015, December 2, 2015, and January 4, 2016, the Company entered into unsecured, non-guaranteed, loan agreements pursuant to which the Company received proceeds of $35,000, $4,000, $5,000, $22,000, and $45,000, respectively. The loans bear interest at 8% per annum compounded annually and are due 1 year after the date of issuance. On May 31, 2017, the Company executed a conversion addendum for each of the original loans for $22,000 and $45,000. The terms per the addendum allow the note holder to convert any portion of the principal and accrued interest into shares of common stock at $0.0001 per share. $ 111,000 $ 111,000 d) On December 4, 2014, January 29, 2015, August 12, 2015, August 21, 2015, September 1, 2015, September 15, 2015, November 13, 2015, and December 23, 2015, the Company issued unsecured notes payable of $20,000, $20,000, $20,000, $25,000, $40,000, $25,000, $30,000 and $10,000, respectively, to a significant shareholder. The notes bear interest at an annual rate of 8% per annum, are uncollateralized, and due 1 year after the date of issuance. $ 190,000 $ 190,000 f) On September 2, 2016 the Company issued an unsecured note payable of $100,000 respectively to a significant shareholder. The note bears interest at an annual rate of 5% per annum, is uncollateralized, and due 1 year after the date of issuance. $ 100,000 $ 100,000 g) On September 2, 2016 the Company issued an unsecured note payable of $50,000 respectively to a significant shareholder. The note bears interest at an annual rate of 5% per annum, is uncollateralized, and due 1 year after the date of issuance. $ 50,000 $ 50,000 Total $ 481,000 $ 481,000 Less Short-Term Portion (481,000 ) (481,000 ) Long Term Loans Payable $ - $ - Above notes are past due as of the issuance of these financial statements.

CONVERTIBLE NOTES

CONVERTIBLE NOTES	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 5 - CONVERTIBLE NOTES	a) On July 25, 2013, the Company issued a convertible note for up to $500,000 and warrants to purchase 12,500,000 underlying shares of the Company’s common stock. The warrants are exercisable into 10,000,000 common shares of the Company at $0.05 per share and 2,500,000 shares at an exercise price of $0.10 per share until July 31, 2014. During the year ended December 31, 2013, the Company received proceeds of $500,000 under the note. The note bears interest at 8% per annum compounded monthly, and principal and interest are due on July 31, 2014. In addition, so long as any amounts are due hereunder, the Company is obligated to remit to the lender 100% of all revenues, payments and receivables from the sale of the first 50 engines sold by the Company. The note is secured against substantially all of the assets of the Company. The note may be prepaid by the Company without penalty with 30 days prior notice. The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to $0.02 per share and is subject to adjustment upon the issuance of certain dilutive instruments and other events. The conversion price was subsequently reduced to $0.01 per share upon the failure to file various reports with the SEC within 120 days of the issuance of the note. On December 31, 2015, the Company and the note holder agreed to extend the maturity date to December 31, 2016. Interest shall accrue at 12% per annum but may be reduced to 8% for any period of time in which the interest is paid in cash and not accrued. The Company accounted for the modification in accordance with ASC 405-20 and ASC 470-50-40. As the present value of the future cash flows was more than 10% different than the cash flows of the original debt, it was determined that the original and new debt instruments are substantially different, and the Company treated the original convertible note extinguished and exchanged for a new convertible note. The Company recorded a gain on extinguishment of debt of $492,585. The Company also recognized the fair value of the embedded conversion feature of $16,507,415 as a derivative liability and reduced the value of the convertible loan to $nil. During the year ended December 31, 2015, the Company recorded total accretion of $500,000. At June 30, 2018 and December 31, 2017, the carrying value of the note was $500,000. b) On February 11, 2016, the Company entered into two convertible promissory notes for a total of $275,000, pursuant to which the Company received proceeds of $237,500, net of an original issue discount of $25,000 and legal fees of $12,500. The notes are convertible at a price equal to 60% of the lowest trading price of the Company’s common stock for the 20 prior trading days, bearing interest at 8% per annum and due on February 11, 2017. Due to these provisions, the embedded conversion options qualified for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the derivative liabilities of $308,492 resulted in a full discount to the note payable of $250,000 and the recognition of $59,492 as additional interest expense. During the year ended December 31, 2017, the entire balance of the discounts and costs were recognized in full. At June 30, 2018 and December 31, 2017, the carrying value of the notes was $275,000 and $275,000 with unamortized discount of $nil and $0, respectively. These notes are past due as of the issuance of these financial statements, as a result the interest rate increased to 24%. c) On May 17, 2016, the Company entered into a convertible promissory note for $55,000, pursuant to which the Company received proceeds of $48,000, net of an original issue discount of $5,000 and legal fees of $2,000. The notes are convertible at a price equal to 55% of the lowest trading price of the Company’s common stock for the 20 prior trading days, bearing interest at 8% per annum and due on May 17, 2017. Due to these provisions, the embedded conversion options qualified for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the derivative liabilities of $95,047 resulted in a full discount to the note payable of $50,000 and the recognition of $45,047 as additional interest expense. At June 30, 2018 and December 31, 2017, the carrying value of the notes was $26,200 and $59,400 with unamortized discount of $0 and $0, respectively. These notes are past due as of the issuance of these financial statements, as a result the interest rate increased to 24%. d) On October 30, 2017, the Company entered into a convertible promissory note for $25,000, pursuant to which the Company received proceeds of $25,000. The notes are convertible at any time after September 13, 2018 at a mutually agreed upon conversion price, bearing interest rate at 10% per annum and due on October 30, 2019. Due to these provisions, the embedded conversion options does not currently qualify for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. At June 30, 2018 and December 31, 2017, the carrying value of the note was $25,000 and $25,000, respectively. e) On November 18, 2017, the Company entered into a convertible promissory note for $25,000, pursuant to which the Company received proceeds of $25,000. The notes are convertible at any time after September 13, 2018 at a mutually agree upon conversion price, bearing interest rate at 10% per annum and due on November 30, 2019. Due to these provisions, the embedded conversion options does not currently quality for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. During January and February 2018, the Company received an additional $100,000 under the same terms as the preciously issued convertible promissory note. At June 30, 2018 and December 31, 2017, the carrying value of the notes was $125,000 and $25,000, respectively. f) On March 16, 2018, the Company entered into a convertible promissory note for $36,750, pursuant to which the Company received proceeds of $35,000, net of an original issue discount of fees of $1,750. The note is convertible at a price equal to 55% of the lowest trading price of the Company’s common stock for the 20 prior trading days, bearing interest at 8% per annum and due on March 15, 2019. Due to these provisions, the embedded conversion options qualified for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the derivative liabilities of $71,305 resulted in a full discount to the note payable of $36,750 and the recognition of $36,305 as a loss on the issuance of a convertible note. g) May 21, 2018 the Company entered into a securities purchase agreement with L2 Capital, LLC pursuant to which the Company issued and sold a promissory note to the Holder in the aggregate principal amount of up to $568,054. which is convertible into shares of common stock of the Company. The Note accrues interest at a rate of 8% per annum. The aggregate principal amount of up to $568,054.00 consists of a prorated original issuance discount of up to $55,554. and a $12,500 credit to Holder for transactional expenses with net consideration to the Company of up to $500,000 which will be funded in tranches. The maturity date of each tranche funded shall be six months from the effective date of each payment and is the date upon which the principal sum, as well as any accrued and unpaid interest and other fees for each tranche, shall be due and payable. The Holder shall have the right at any time to convert all or any part of the funded portion of the Note into fully paid and non-assessable shares of common stock of the Company at the Conversion Price, which is equal to $0.01 per share (the “Fixed Conversion Price”), provided, however, that at any time on or after the occurrence of any Event of Default (as defined therein) under the Note, the Conversion Price shall mean the lesser of the (i) Fixed Conversion Price and (ii) 55% multiplied by the lowest VWAP of the common stock during the thirty trading day (as defined therein) period ending, in Holder’s sole discretion on each conversion, on either (i) the last complete Trading Day prior to the conversion date. The company received two tranches of funding as of June 30, 2018 for a total outstanding balance, including fees and OID of $123,611.

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 6 - DERIVATIVE LIABILITIES	The embedded conversion options of the Company’s convertible debentures described in Note 3 contain conversion features that qualify for embedded derivative classification. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities: June 30, 2018 December 31, 2017 Balance at the beginning of the period $ 409,948 $ 402,881 Addition of new derivative liabilities 656,030 - Change in fair value of embedded conversion option (445,972 ) 44,084 Derecognition of derivatives upon settlement of convertible notes (284,626 ) (37,017 ) Balance at the end of the period $ 335,380 $ 409,948 The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities as their fair values were determined by using the Black- Scholes option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As, required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At December 31, 2017 335 % 1.39 % 0 % 0.25 – 2.50 At June 30, 2018 275.86% - 306.16 % 1.93% - 2.11 % 0 % 0.25 - .71

WARRANTS

WARRANTS	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 7 - WARRANTS	In connection with the issuance of the convertible note with L2 Capital, LLC and funding of the initial tranche of $50,000 on the Note, the Company also issued a common stock purchase warrant to purchase up to 7,638,092 shares of the Company’s common stock pursuant to the terms therein as a commitment fee. At the time that each subsequent tranche under the Note is funded by the Holder in cash, then on such funding date, the warrant shares shall immediately and automatically be increased by the quotient of 100% of the face value of the respective tranche and 110% of the VWAP of the common stock on the Trading Day immediately prior to the funding date of the respective tranche. As of June 30, 2018, the Company had received two $50,000 tranches for which is issued warrants. The warrants have a variable exercise price per the above and expire in five years. The aggregate fair value of the warrants, which was allocated against the debt proceeds totaled $57,499 based on the Black Scholes Merton pricing model. The fair value was credited to additional paid in capital and debited to debt discount to be amortized over the term of the loan. A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below: Shares available to purchase with warrants Weighted Average Price Weighted Average Fair Value Outstanding, December 31, 2017 - $ - $ - Issued 32,329,203 $ 0.0034 $ 0.0034 Exercised - $ - $ - Forfeited - $ - $ - Expired - $ - $ - Outstanding, June 30, 2018 32,329,203 $ 0.0034 $ 0.0034 Exercisable, June 30, 2018 32,329,203 $ 0.0034 $ 0.0034 Range of Exercise Prices Number Outstanding 6/30/2018 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $ 0.0023 – 0.0071 32,329,203 4.94 years $ 0.0034

COMMON STOCK

COMMON STOCK	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 8 - COMMON STOCK	During the six months ended June 30, 2018, the Company issued 170,388,840 shares of common stock to settle $94,257 of principal and $13,185 of accrued interest on its convertible notes.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 9 - SUBSEQUENT EVENTS	In accordance with ASC 855-140, Subsequent Events, Subsequent to June 30, 2018 the company issued 108,348,127 shares of common stock for conversion of approximately $69,000 of its convertible debt. Effective as of July 5, 2018, the Company’s Board of Directors and Majority Stockholder approved and adopted the Amended and Restated Articles of Incorporation of the Company to, (i) change the name of the Company to “Cruzani, Inc.”; and (ii) change the ticker symbol of the Company to a symbol approved by FINRA.

SUMMARY OF BUSINESS AND BASIS15

SUMMARY OF BUSINESS AND BASIS OF PRESENTATION (Policies)	6 Months Ended
	Jun. 30, 2018
Summary Of Business And Basis Of Presentation
Organization and Business	Cruzani, Inc. (the “Company”) was originally formed as a limited liability company on February 5, 1999 under the name The Powerhouse, L.L.C. pursuant to the laws of the State of Oklahoma. On November 9, 2006, Powerhouse Productions, L.L.C. filed Articles of Conversion changing the entity from a limited liability company to a corporation under the name Harcom Productions, Inc. On January 25, 2010, Articles of Merger were filed with the State of Oklahoma merging U.S. Highland, Inc., an Oklahoma corporation into Harcom Productions, Inc. and the name of the corporation was changed to US Highland, Inc. US Highland, Inc. was a recreational power sports Original Equipment Manufacturer (“OEM”), developing motorcycles, quads, single cylinder engines, and v-twin engines under its own brand and for other OEMs. During 2017, the Company exited the recreational power sports OEM and leisure activity vehicles markets. On June 29, 2018, the Company filed Amended and Restated Articles of Incorporation with the State of Nevada to change its name to Cruzani, Inc. Consistent with the Company’s new name, the Company changed the composition of its business direction. Supreme Sweets Acquisition Corp., a subsidiary of the Company, was renamed Oventa, Inc. (“Oventa”). Oventa operates in a 39,000 sq. foot, commercial bakery located in Toronto, Ontario, Canada, which was established in March 2015 by Mario Parravano and Barbara Parravano (collectively, the “Founders”). The Founders have been a successful and innovative force in the baked goods industry since the early 1980’s. Oventa is operating and ideally situated in west-end Toronto at the junction of two major Toronto highways, fronting the Q.E.W. corridor, 10 minutes from downtown Toronto, and only 10 minutes from Pearson International Airport. Oventa’s high speed bread, pastry and donut lines, spiral and walk-in coolers and freezers, tunnel, revolving, and deck ovens, and equipment to produce virtually any bakery or snack product are in place and operational. There is considerable room to expand on the property. The current gross annual revenue for Oventa is approximately CAD $1 million dollars. Oventa services local coffee shops and manufactures private label products for customers in Canada and the U.S. Ovanta will be the second, major operational focus of the Company. The acquisition of Oventa is in addition to the acquisition of TruFood Provisions Co., which is being rebranded and will launch in 2019.
Basis of Presentation	The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, USH Distribution Corp., Powersports Brand Alliance, Inc., and Supreme Sweets Acquisition Corp. All significant intercompany transactions and balances have been eliminated. The unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments (consisting of normal recurring adjustments unless otherwise indicated) which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Certain prior year amounts have been reclassified to conform to current year presentation. Certain information in footnote disclosures normally included in the financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and have been condensed or omitted pursuant to such principles and the financial results for the periods presented may not be indicative of the full year’s results. The Company believes the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the fiscal year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed on April 4, 2018 (the “2017 Annual Report”).
Use of Estimates	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recently issued accounting pronouncements	The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Going Concern	The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going-concern basis. The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operations, but as of June 30, 2018 current assets exceed current liabilities by $3,796,054. The Company has an accumulated deficit of $75,620,084. The Company’s ability to continue as a going concern depends upon its ability to obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and monetization of intellectual property assets. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company’s development and marketing efforts.

LOANS PAYABLE (Tables)

LOANS PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2018
Loans Payable
Schedule of Debt	Loans payable consist of the following: June 30, 2018 December 31, 2017 a) On May 30, 2013 and August 12, 2013, the Company received advances from a director for $2,000 and $25,000, respectively. On August 12, 2013, the Company entered into an unsecured, non-guaranteed, demand loan agreement with the director for $27,000. The loan bears interest at 1% per annum compounded monthly. $ 27,000 $ 27,000 b) On February 27, 2014, and March 19, 2015, the Company received advances from a director of $6,000, and $10,200, respectively. During the year ended December 31, 2015, the Company repaid $13,200. The advances are unsecured, due on demand and bears interest at 1% per annum compounded and calculated monthly. $ 3,000 $ 3,000 c) On September 18, 2014, May 29, 2015, July 3, 2015, December 2, 2015, and January 4, 2016, the Company entered into unsecured, non-guaranteed, loan agreements pursuant to which the Company received proceeds of $35,000, $4,000, $5,000, $22,000, and $45,000, respectively. The loans bear interest at 8% per annum compounded annually and are due 1 year after the date of issuance. On May 31, 2017, the Company executed a conversion addendum for each of the original loans for $22,000 and $45,000. The terms per the addendum allow the note holder to convert any portion of the principal and accrued interest into shares of common stock at $0.0001 per share. $ 111,000 $ 111,000 d) On December 4, 2014, January 29, 2015, August 12, 2015, August 21, 2015, September 1, 2015, September 15, 2015, November 13, 2015, and December 23, 2015, the Company issued unsecured notes payable of $20,000, $20,000, $20,000, $25,000, $40,000, $25,000, $30,000 and $10,000, respectively, to a significant shareholder. The notes bear interest at an annual rate of 8% per annum, are uncollateralized, and due 1 year after the date of issuance. $ 190,000 $ 190,000 f) On September 2, 2016 the Company issued an unsecured note payable of $100,000 respectively to a significant shareholder. The note bears interest at an annual rate of 5% per annum, is uncollateralized, and due 1 year after the date of issuance. $ 100,000 $ 100,000 g) On September 2, 2016 the Company issued an unsecured note payable of $50,000 respectively to a significant shareholder. The note bears interest at an annual rate of 5% per annum, is uncollateralized, and due 1 year after the date of issuance. $ 50,000 $ 50,000 Total $ 481,000 $ 481,000 Less Short-Term Portion (481,000 ) (481,000 ) Long Term Loans Payable $ - $ -

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2018
Derivative Liabilities
Summary of Changes in Fair Value of Financial Liabilities	June 30, 2018 December 31, 2017 Balance at the beginning of the period $ 409,948 $ 402,881 Addition of new derivative liabilities 656,030 - Change in fair value of embedded conversion option (445,972 ) 44,084 Derecognition of derivatives upon settlement of convertible notes (284,626 ) (37,017 ) Balance at the end of the period $ 335,380 $ 409,948
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At December 31, 2017 335 % 1.39 % 0 % 0.25 – 2.50 At June 30, 2018 275.86% - 306.16 % 1.93% - 2.11 % 0 % 0.25 - .71

WARRANTS (Tables)

WARRANTS (Tables)	6 Months Ended
	Jun. 30, 2018
Warrants
Summary of stock warrants outstanding	Shares available to purchase with warrants Weighted Average Price Weighted Average Fair Value Outstanding, December 31, 2017 - $ - $ - Issued 32,329,203 $ 0.0034 $ 0.0034 Exercised - $ - $ - Forfeited - $ - $ - Expired - $ - $ - Outstanding, June 30, 2018 32,329,203 $ 0.0034 $ 0.0034 Exercisable, June 30, 2018 32,329,203 $ 0.0034 $ 0.0034 Range of Exercise Prices Number Outstanding 6/30/2018 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $ 0.0023 – 0.0071 32,329,203 4.94 years $ 0.0034

SUMMARY OF BUSINESS AND BASIS19

SUMMARY OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Nature Of Operations Details Narrative Abstract
State of incorporation	Oklahoma
Date of incorporation	Feb. 5, 1999
Stockholder's Deficit	$ (2,571,173)	$ (2,637,087)
Accumulated deficit	$ (75,620,084)	$ (75,244,112)

DEPOSITS ON ACQUISITION (Detail

DEPOSITS ON ACQUISITION (Details Narrative) - USD ($)	Jun. 30, 2018	Mar. 08, 2018	Dec. 31, 2017
Deposit in acquisition	$ 124,000		$ 75,000
Share exchange agreement [Member] | TruFood Provisions Co [Member]
Ownership percentage to be acquired under agreement		100.00%
Common shares issuable		1,000,000

ASSET ACQUISITION (Details Narr

ASSET ACQUISITION (Details Narrative) - Asset Purchase Agreement - Supreme Sweets Inc - CAD ($)	Jul. 31, 2018	Jun. 30, 2018
Business aquisation ownership interest percentage		20.00%
Exchange price		$ 200,000
Furniture, fixtures and equipment | Subsequent Event [Member]
Exchange price	$ 100,000

LOANS PAYABLE (Details)

LOANS PAYABLE (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Loan Payable	$ 481,000	$ 481,000
Less Short Term	(481,000)	(481,000)
Long Term
Loan 1 [Member]
Loan Payable	27,000	27,000
Loan 2 [Member]
Loan Payable	3,000	3,000
Loan 3 [Member]
Loan Payable	111,000	111,000
Loan 4 [Member]
Loan Payable	190,000	190,000
Loan 5 [Member]
Loan Payable	100,000	100,000
Loan 6 [Member]
Loan Payable	$ 50,000	$ 50,000

LOANS PAYABLE (Details Narrativ

LOANS PAYABLE (Details Narrative) - USD ($)

Sep. 02, 2016

Jan. 04, 2016

Dec. 02, 2015

Nov. 13, 2015

Sep. 01, 2015

Aug. 12, 2015

Jul. 03, 2015

Dec. 04, 2014

Aug. 12, 2013

May 31, 2017

Dec. 23, 2015

Sep. 15, 2015

Aug. 21, 2015

May 29, 2015

Jan. 29, 2015

Sep. 18, 2014

Dec. 31, 2015

Jun. 30, 2018

Dec. 31, 2017

Mar. 19, 2015

Feb. 27, 2014

May 30, 2013

Conversion into common stock per share

$ 0.01

$ 0.01

Loan 3 [Member]

Conversion of loans

$ 22,000

Conversion into common stock per share

$ 0.0001

Loan 3 [Member] | Unsecured, Non-Guaranteed Loan Agreement [Member]

Proceeds from issuance of debt

$ 45,000

$ 22,000

$ 5,000

$ 4,000

$ 35,000

Interest rate

8.00%

8.00%

8.00%

8.00%

8.00%

Maturity period

1 year

1 year

1 year

1 year

1 year

Loan 3 One [Member]

Conversion of loans

$ 45,000

Loan 2 [Member] | Director [Member]

Due to related party

$ 10,200

$ 6,000

Interest rate

1.00%

1.00%

Repayment of related party debt

$ 13,200

Loan 1 [Member] | Director [Member]

Due to related party

$ 25,000

$ 2,000

Interest rate

1.00%

1.00%

Loan 1 [Member] | Director [Member] | Unsecured, Non-Guaranteed Loan Agreement [Member]

Proceeds from issuance of debt

$ 27,000

Loan 6 [Member] | Unsecured Notes Payable [Member]

Interest rate

5.00%

Maturity period

1 year

Notes payable

$ 50,000

Loan 5 [Member] | Unsecured Notes Payable [Member]

Interest rate

5.00%

Maturity period

1 year

Notes payable

$ 100,000

Loan 4 [Member] | Unsecured Notes Payable [Member] | Significant shareholder [Member]

Interest rate

8.00%

8.00%

8.00%

8.00%

8.00%

8.00%

8.00%

8.00%

Maturity period

1 year

1 year

1 year

1 year

1 year

1 year

1 year

1 year

Notes payable

$ 30,000

$ 40,000

$ 20,000

$ 20,000

$ 10,000

$ 25,000

$ 25,000

$ 20,000

CONVERTIBLE NOTES (Details Narr

CONVERTIBLE NOTES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017	Dec. 31, 2015
Proceeds from Convertible notes			$ 210,000
Interest expense	$ 53,453	$ 42,721	93,195	234,970
Amortization of debt discount			31,977
Convertible Note [Member]
Note payable	500,000		$ 500,000		$ 500,000
Accretion expense						$ 500,000
December 31, 2015 [Member] | Convertible Note [Member]
Due date			Dec. 31, 2016
Fair value of the conversion feature			$ 16,507,415
Interest rate			12.00%
Present value of the future cash flows			10.00%
Gain/Loss on settlement of debt			$ 492,585
Reduced interest rate			8.00%
July 25, 2013 [Member] | Convertible Note [Member]
Convertible note	500,000		$ 500,000
Due date			Jul. 31, 2014
Terms of conversion feature			The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to $0.02 per share and is subject to adjustment upon the issuance of certain dilutive instruments and other events. The conversion price was subsequently reduced to $0.01 per share upon the failure to file various reports with the SEC within 120 days of the issuance of the note
Description for prepayment of note			The note may be prepaid by the Company without penalty with 30 days prior notice
Note payable	$ 500,000		$ 500,000
Common stock shares issuable upon exercise of warrants	12,500,000		12,500,000
Interest rate			8.00%
Unamortized discount	$ 500,000		$ 500,000
Revenues percentage			100.00%
July 25, 2013 [Member] | Convertible Note [Member] | Exercise price 0.10 [Member]
Common stock shares issuable upon exercise of warrants	2,500,000		2,500,000
Exercise price	$ 0.10		$ 0.10
July 25, 2013 [Member] | Convertible Note [Member] | Exercise price 0.05 [Member]
Common stock shares issuable upon exercise of warrants	10,000,000		10,000,000
Exercise price	$ 0.05		$ 0.05
Convertible Promissory Notes [Member]
Note payable	$ 275,000		$ 275,000		$ 275,000
Interest rate					24.00%
Unamortized discount	0		0		$ 0
Convertible Promissory Notes [Member] | May 21, 2018 [Member]
Convertible note	568,054		568,054
Note payable	123,611		123,611
Original debt issuance discount	55,554		55,554
Transactional expenses	12,500		12,500
Proceeds from Convertible notes			$ 500,000
Interest rate			8.00%
Conversion price description			Conversion Price, which is equal to $0.01 per share (the “Fixed Conversion Price”), provided, however, that at any time on or after the occurrence of any Event of Default (as defined therein) under the Note, the Conversion Price shall mean the lesser of the (i) Fixed Conversion Price and (ii) 55% multiplied by the lowest VWAP of the common stock during the thirty trading day (as defined therein) period ending, in Holder’s sole discretion on each conversion, on either (i) the last complete Trading Day prior to the conversion date.
Convertible Promissory Notes [Member] | March 16, 2018 [Member]
Convertible note	36,750		$ 36,750
Due date			Mar. 15, 2019
Terms of conversion feature			The note is convertible at a price equal to 55% of the lowest trading price of the Company's common stock for the 20 prior trading days, bearing interest at 8% per annum and due on March 15, 2019.
Fair value of derivative liability	71,305		$ 71,305
Proceeds from Convertible notes			$ 35,000
Interest rate			8.00%
Gain/Loss on settlement of debt			$ 36,305
Legal fees			1,750
Amortization of debt discount			36,750
Convertible Promissory Notes [Member] | February 11, 2016 [Member]
Convertible note	275,000		$ 275,000
Due date			Feb. 11, 2017
Terms of conversion feature			The notes are convertible at a price equal to 60% of the lowest trading price of the Company's common stock for the 20 prior trading days, bearing interest at 8% per annum and due on February 11, 2017
Fair value of derivative liability	308,492		$ 308,492
Note payable	250,000		250,000
Proceeds from Convertible notes			$ 237,500
Interest rate			8.00%
Unamortized discount	25,000		$ 25,000
Legal fees			12,500
Interest expense			59,492
Convertible Promissory Notes Three [Member]
Note payable	125,000		125,000		25,000
Convertible Promissory Notes Three [Member] | November 18, 2017 [Member]
Convertible note	25,000		$ 25,000
Due date			Nov. 30, 2019
Proceeds from Convertible notes			$ 25,000
Interest rate			10.00%
Convertible Promissory Notes Foure [Member] | January and February, 2018 [Member]
Convertible note	100,000		$ 100,000
Convertible Promissory Notes Two [Member]
Note payable	25,000		25,000		25,000
Convertible Promissory Notes Two [Member] | October 30, 2017 [Member]
Convertible note	25,000		$ 25,000
Due date			Oct. 30, 2019
Proceeds from Convertible notes			$ 25,000
Interest rate			10.00%
Convertible Promissory Notes One [Member]
Note payable	26,200		$ 26,200		59,400
Unamortized discount	0		0		$ 0
Convertible Promissory Notes One [Member] | May 17, 2016 [Member]
Convertible note	55,000		$ 55,000
Due date			May 17, 2017
Terms of conversion feature			The notes are convertible at a price equal to 55% of the lowest trading price of the Company's common stock for the 20 prior trading days, bearing interest at 8% per annum and due on May 17, 2017
Fair value of derivative liability	95,047		$ 95,047
Note payable	50,000		50,000
Proceeds from Convertible notes			$ 48,000
Interest rate			8.00%
Unamortized discount	$ 5,000		$ 5,000
Legal fees			2,000
Interest expense			$ 45,047

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Derivative Liabilities Details Abstract
Balance at the beginning of period	$ 409,948	$ 402,881
Addition of new derivative liabilities	656,030
Change in fair value of embedded conversion option	(445,972)	44,084
Derecognition of derivatives upon settlement of convertible notes	(284,626)	(37,017)
Balance at the end of the period	$ 335,380	$ 409,948

DERIVATIVE LIABILITIES (Detai26

DERIVATIVE LIABILITIES (Details 1)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Expected Volatility		335.00%
Risk-free Interest Rate		1.39%
Expected Dividend Yield	0.00%	0.00%
Minimum [Member]
Expected Volatility	275.86%
Risk-free Interest Rate	1.93%
Expected Life (in years)	3 months	3 months
Maximum [Member]
Expected Volatility	306.16%
Risk-free Interest Rate	2.11%
Expected Life (in years)	8 months 16 days	2 years 6 months

WARRANTS (Details)

WARRANTS (Details) - Warrant [Member]	6 Months Ended
	Jun. 30, 2018USD ($)$ / sharesshares
Shares available to purchase with warrants
Outstanding beginning balance | shares
Issued | shares	32,329,203
Exercised | shares
Forfeited | shares
Expired | shares
Outstanding ending balance | shares	32,329,203
Exercisable ending | $	$ 32,329,203
Weighted Average Price
Outstanding beginning balance
Issued	0.0034
Exercised
Forfeited
Expired
Outstanding ending balance	0.0034
Exercisable ending	0.0034
Weighted Average Fair Value
Outstanding beginning balance
Issued	0.0034
Exercised
Forfeited
Expired
Outstanding ending balance	0.0034
Exercisable ending	$ 0.0034

WARRANTS (Details 1)

WARRANTS (Details 1) - Warrant [Member] - $ / shares	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Number of outstanding shares	32,329,203
Weighted Average Remaining Contractual Life	4 years 11 months 8 days
Weighted Average Exercise Price	$ 0.0034
Minimum [Member]
Range of Exercise Price	0.0023
Maximum [Member]
Range of Exercise Price	$ 0.0071

WARRANTS (Details Narrative)

WARRANTS (Details Narrative)	6 Months Ended
	Jun. 30, 2018USD ($)Integershares
Warrant expiry term	5 years
Fair value of the warrants	$ 57,499
L2 Capital, LLC [Member]
Warrant to purchase common shares | shares	7,638,092
Warrant incremental description	Note is funded by the Holder in cash, then on such funding date, the warrant shares shall immediately and automatically be increased by the quotient of 100% of the face value of the respective tranche and 110% of the VWAP of the common stock on the Trading Day immediately prior to the funding date of the respective tranche.
L2 Capital, LLC [Member] | Warrant [Member]
Initial tranche amount	$ 50,000
Number of tranches | Integer	2
L2 Capital, LLC [Member] | Convertible note [Member]
Initial tranche amount	$ 50,000

COMMON STOCK (Details Narrative

COMMON STOCK (Details Narrative) - Convertible Note [Member]	6 Months Ended
	Jun. 30, 2018USD ($)shares
Debt conversion, converted instrument, shares issued | shares	170,388,840
Debt conversion, converted instrument, amount	$ 94,257
Accrued interest	$ 13,185

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member]	6 Months Ended
	Jun. 30, 2018USD ($)shares
Debt conversion, converted instrument, shares issued | shares	108,348,127
Debt conversion, converted instrument, amount | $	$ 69,000