Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 15, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | LINGERIE FIGHTING CHAMPIONSHIPS, INC. | |
Entity Central Index Key | 1,407,704 | |
Trading Symbol | boty | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 19,019,977 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 21,907 | $ 21,683 |
Total Current Assets | 21,907 | 21,683 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 22,734 | 37,626 |
Convertible notes, net of $85,168 and $0 debt discount as of June 30, 2016 and December 31, 2015, respectively | 22,582 | |
Promissory notes, net of $3,750 and $0 debt discount as of June 30, 2016 and December 31, 2015, respectively | 153,750 | |
Derivative liability | 146,968 | |
Total Current Liabilities | 346,034 | 37,626 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, no shares issued and outstanding. | ||
Common stock, par value $0.001 per share, 400,000,000 shares authorized, 19,019,977 and 19,769,977 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 19,020 | 19,770 |
Additional paid-in capital | 63,210 | 162,536 |
Accumulated deficit | (406,357) | (198,249) |
Total stockholders' deficit | (324,127) | (15,943) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 21,907 | $ 21,683 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parentheticals) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Convertible notes, debt discount | $ 85,168 | $ 0 |
Promissory notes, debt discount | $ 3,750 | $ 0 |
Preferred stock par value (in dollars per share) | $ 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 (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 19,019,977 | 19,769,977 |
Common stock, shares outstanding | 19,019,977 | 19,769,977 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 2,974 | $ 4,174 | ||
Cost of Services | 41,074 | $ 13,715 | 41,074 | $ 13,715 |
GROSS PROFIT (LOSS) | (38,100) | (13,715) | (36,900) | (13,715) |
OPERATING EXPENSES | ||||
Selling, general and administrative expenses | 77,775 | 30,780 | 84,177 | 46,106 |
Total Operating Expenses | 77,775 | 30,780 | 84,177 | 46,106 |
OTHER INCOME | ||||
Interest Expense | 34,063 | 34,063 | 5,250 | |
Loss on derivative liabilities | 52,968 | 52,968 | ||
Total other expenses | 87,031 | 87,031 | 5,250 | |
OPERATING LOSS | (202,906) | (44,495) | (208,108) | (65,071) |
NET LOSS | $ (202,906) | $ (44,495) | $ (208,108) | $ (65,071) |
Basic and Diluted Loss per Common Share (in dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Basic and Diluted Weighted Average Common Shares Outstanding (in shares) | 19,019,977 | 19,684,425 | 19,044,702 | 15,619,519 |
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 | $ (208,108) | $ (65,071) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of beneficial conversion feature | 5,250 | |
Stock - based compensation | 7,600 | |
Loss on derivative liability | 52,968 | |
Amortization of debt discount | 26,332 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | (14,893) | (6,216) |
Net cash used in operating activities | (143,701) | (58,437) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash receipt from reverse merger | 2,578 | |
Net cash used in investing activities | 2,578 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of notes | (12,000) | |
Repayment of notes - related party | (24,000) | |
Proceeds from related party convertible debt | 3,850 | |
Proceeds from convertible debt | 94,000 | 1,400 |
Proceeds from promissory notes | 50,000 | |
Proceeds from sale of common stock | 200,000 | |
Payment for cancellation of common shares | (75) | |
Net cash provided by financing activities | 143,925 | 169,250 |
Net increase (decrease) in cash and cash equivalents | 224 | 113,391 |
Cash and cash equivalents - beginning of period | 21,683 | 3,580 |
Cash and cash equivalents - end of period | 21,907 | 116,971 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 100 | |
Cash paid for income taxes | ||
NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Issue promissory note for equity purchase agreement | 100,000 | |
Debt discount from derivative liability | $ 94,000 | |
Net liabilities assumed in the reverse acquisition | 39,522 | |
Common shares issued for conversion of debt | 5,250 | |
Discount to debt for beneficial conversion feature | $ 5,250 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Lingerie Fighting Championships, Inc. (the "Company") is a Nevada corporation incorporated on November 29, 2006 under the name Sparking Events, Inc. The Company's corporate name was changed to Xodtec Group USA, Inc. in June 2009, Xodtec LED, Inc. in May 2010, Cala Energy Corp. in September 2013 and Lingerie Fighting Championships, Inc. on April 1, 2015. |
BASIS OF PRESENTATION AND ACCOU
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and notes required by GAAP for complete financial statements. These interim financial statements should be read in conjunction with the financial statements and notes included 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 accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2016 are not necessarily indicative of the results that may be expected any other interim period or for the year ending December 31, 2016. At June 30, 2016 and December 31, 2015, the Company had no subsidiaries. Convertible Instruments and Derivatives The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 "Derivatives and Hedging Activities." Fair Value Measurement The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures," which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes 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 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The derivative liability in connection with the conversion feature of the convertible debt, classified as a level 3 liability, is the only financial liability measured at fair value on a recurring basis. The change in the level 3 financial instrument is as follows: Balance - January 1, 2016 $ - Addition of new derivative as a debt discount 94,000 Day one loss due to derivative 105,292 (Gain) loss on change in fair value of the derivative (52,324 ) Balance - June 30, 2016 146,968 The following table summarizes fair value measurement by level at June 30, 2016 and December 31, 2015, measured at fair value on a recurring basis: June 30, 2016 Level 1 Level 2 Level 3 Total Assets None - - - - Liabilities Derivative liabilities - - 146,968 146,968 December 31, 2015 Level 1 Level 2 Level 3 Total Assets None - - - - Liabilities Derivative liabilities - - - - |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has generated nominal revenues since inception, has sustained losses since its organization and requires funding to generate revenue. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company can give no assurances that it can or will become financially viable and continue as a going concern. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 4 – STOCKHOLDERS EQUITY Preferred Stock The authorized preferred stock consists of 10,000,000 shares with a par value $0.001 per share. The board of directors has broad discretion in setting the rights, preferences and privileges of one or more series of preferred stock. There were no preferred shares issued and outstanding as at June 30, 2016 and December 31, 2015. Common Stock The Company has authorized 400,000,000 shares with a par value $0.001 per share. On November 12, 2015, the Company purchased 750,000 shares of common stock from a consultant for $75. These shares had been issued by LFC pursuant to a founders' agreement dated July 28, 2014 for $75 and were exchanged for 750,000 shares of common stock pursuant to the Share Exchange Agreement. The founders' agreement gave the Company the right to repurchase the shares at cost if she ceased to be a consultant during the first year. The Company exercised this right and repurchased the shares. On January 7, 2016, payment had been provided to the consultant and the shares are accounted for as being cancelled as at June 30, 2016. |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2016 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE The Company had the following notes payable as at June 30, 2016 and December 31, 2015: Notes Payable June 30, December 31, Promissory Note to Tangiers $ 100,000 $ - Promissory Note to Tangiers 53,750 - Total Notes Payable 153,750 - Note payable to Tangiers On April 4, 2016, the Company entered into an investment agreement with an unrelated party. Per the investment agreement, the investor will invest up to $5,000,000 to purchase the Company's common stock, par value of $.001 per share. In connection with the investment agreement, the Company entered into a registration rights agreement with the unrelated party which has been filed with the SEC. The maximum investment amount is equal to one hundred percent of the average of the daily trading volume of the common stock for the ten days prior to the put notice entered into by the unrelated party. The total purchase price to be paid in connection with the put notice, is calculated at eighteen percent discount of the lowest trading price of the common stock during the five consecutive trading days immediately succeeding the put notice date. The Company issued a promissory note to the unrelated party for $100,000, as a commitment fee, which bears interest at 10% of the principle amount and matures seven months from April 4, 2016 with a possible extension to ten months based on whether the Company executes the related investment agreement within 180 days from April 4, 2016. If the registration statement is declared effective within 90 days of the execution of the investment agreement, the Company and the unrelated party agree the principal balance of the note will be immediately reduced by $40,000. The note payable will be available to be converted upon default. Per the agreement, default could occur based on: failure of payment on any outstanding amounts longer than five days after the due date, failure to issue shares after request, or failure to comply with all of the other material provisions included in the agreement. The conversion price is equal to the lower of: (a) 90% of the lowest trading price of the Company's common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note, or (b) 90% of the lowest trading price of the Company's common stock during the 25 consecutive trading days prior to the effective date of April 4, 2016. At the election of the unrelated party, at each closing date (as defined in the investment agreement) after the date which is six months after April 4, 2016, the unrelated party shall retain (or the Company shall pay to the unrelated party) an amount equal to ten percent of each Put Amount (as defined in the agreement), and the amounts shall be applied by the unrelated party as follows: first against the amount of any unpaid interest or other fees, and second against any unpaid principal amounts, until all interest, fees, and principal have been paid. For the six month period ending June 30, 2016, $3,000 has been accrued as interest expense. On April 28, 2016, the Company filed a registration statement with the Securities and Exchange Commission to register 3,500,000 shares of common stock pursuant to the Investment Agreement and the Registration Rights Agreement. On May 24, 2016, the Company received a comment letter from the Securities and Exchange Commission regarding the registration statement. The Company is currently formulating a response to the comment letter. There can be no assurance that the registration statement will ever become effective and that the Company will ever be able to draw down on the equity line. In addition, since the registration statement will not become effective within 90 days of the date of the Investment Agreement, the Company is not entitled to the $40,000 reduction in principal on the promissory note. The Company and Tangiers may seek to amend the terms of the promissory note. Note Payable to Tangiers On April 4, 2016, the Company entered into a separate promissory note of $57,500 with a $7,500 original issue discount to the unrelated party, which bears interest at 10% of the principal amount. The $57,500 promissory note matures six months from the issue date. The note may be prepaid by the company, in whole, or part, as follows: (a) under thirty days, 105% of principal amount, (b) thirty one to sixty days, 110% of principal amount, (c) sixty one to ninety days, 115% of principal amount, (d) ninety one to one hundred and twenty days, 120% of principal amount, (e) one hundred twenty one to one hundred fifty one days, 125% of principal amount, and (f) one hundred and fifty one to one hundred and eighty days, 135% of principal amount. The note payable will be available to be converted upon default. Per the agreement, default could occur based on: failure of payment on any outstanding amounts longer than five days after the due date, failure to issue shares after request, or failure to comply with all of the other material provisions included in the agreement. The conversion price shall be equal to the lower of 50% of the lowest trading price of the Company's common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The discount is being amortized over the life of the note using the effective interest method resulting in $3,750 of interest expense for the six months June 30, 2016. For the six month period ending June 30, 2016, $2,875 has been accrued as interest expense. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT | NOTE 6 – CONVERTIBLE DEBT The Company had the following notes payable as at June 30, 2016 and December 31, 2015: Convertible Debt June 30, December 31, Convertible Promissory Note to Crown Bridge $ 10,000 $ - Convertible Promissory Note to Auctus Fund 12,582 - Total Convertible Debt 22,582 - Promissory Note Payable to Crown Bridge Partners On April 1, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $40,000 with a $6,000 original issue discount. The convertible promissory note bears interest at 10% per annum and matures twelve months from issue date. The conversion price is 55% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative (see note 7 for details) and the discount is being amortized over the life of the note using the effective interest method resulting in $10,000 of interest expense for the six months June 30, 2016. For the six month period ending June 30, 2016, $1,051 has been accrued as interest expense. Promissory Note Payable to Auctus Fund On May 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $67,750 with a $7,750 original issue discount. The convertible promissory note bears interest at 10% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative (see note 7 for details) and the discount is being amortized over the life of the note using the effective interest method resulting in $12,582 of interest expense for the six months June 30, 2016. For the six month period ending June 30, 2016, $805 has been accrued as interest expense. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Liability [Abstract] | |
DERIVATIVE LIABILITY | NOTE 7 – DERIVATIVE LIABILITY The Company analyzed the conversion options for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability when the conversion option becomes effective The following table summarizes the derivative liabilities included in the balance sheet at June 30, 2016: Balance - January 1, 2016 $ - Addition of new derivative as a debt discount 94,000 Day one loss due to derivative 105,292 (Gain) loss on change in fair value of the derivative (52,324 ) Balance - June 30, 2016 146,968 The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date: Six Months ended Six Months ended June 30, June 30, 2016 2015 Expected term 0.64 - .75 years - Expected average volatility 227.90% - 247.09% - Expected dividend yield - - Risk-free interest rate 0.41%-0.36% - |
BASIS OF PRESENTATION AND ACC13
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and notes required by GAAP for complete financial statements. These interim financial statements should be read in conjunction with the financial statements and notes included 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 accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2016 are not necessarily indicative of the results that may be expected any other interim period or for the year ending December 31, 2016. At June 30, 2016 and December 31, 2015, the Company had no subsidiaries. |
Convertible Instruments and Derivatives | Convertible Instruments and Derivatives The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 "Derivatives and Hedging Activities." |
Fair Value Measurement | Fair Value Measurement The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures," which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes 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 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The derivative liability in connection with the conversion feature of the convertible debt, classified as a level 3 liability, is the only financial liability measured at fair value on a recurring basis. The change in the level 3 financial instrument is as follows: Balance - January 1, 2016 $ - Addition of new derivative as a debt discount 94,000 Day one loss due to derivative 105,292 (Gain) loss on change in fair value of the derivative (52,324 ) Balance - June 30, 2016 146,968 The following table summarizes fair value measurement by level at June 30, 2016 and December 31, 2015, measured at fair value on a recurring basis: June 30, 2016 Level 1 Level 2 Level 3 Total Assets None - - - - Liabilities Derivative liabilities - - 146,968 146,968 December 31, 2015 Level 1 Level 2 Level 3 Total Assets None - - - - Liabilities Derivative liabilities - - - - |
BASIS OF PRESENTATION AND ACC14
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of change in the level 3 financial instrument | Balance - January 1, 2016 $ - Addition of new derivative as a debt discount 94,000 Day one loss due to derivative 105,292 (Gain) loss on change in fair value of the derivative (52,324 ) Balance - June 30, 2016 146,968 |
Schedule of fair value on a recurring basis | June 30, 2016 Level 1 Level 2 Level 3 Total Assets None - - - - Liabilities Derivative liabilities - - 146,968 146,968 December 31, 2015 Level 1 Level 2 Level 3 Total Assets None - - - - Liabilities Derivative liabilities - - - - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Payable [Abstract] | |
Schedule of notes payable | Notes Payable June 30, December 31, Promissory Note to Tangiers $ 100,000 $ - Promissory Note to Tangiers 53,750 - Total Notes Payable 153,750 - |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes | Convertible Debt June 30, December 31, Convertible Promissory Note to Crown Bridge $ 10,000 $ - Convertible Promissory Note to Auctus Fund 12,582 - Total Convertible Debt 22,582 - |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Liability [Abstract] | |
Schedule of derivative liabilities | Balance - January 1, 2016 $ - Addition of new derivative as a debt discount 94,000 Day one loss due to derivative 105,292 (Gain) loss on change in fair value of the derivative (52,324 ) Balance - June 30, 2016 146,968 |
Schedule of Black-Scholes option-pricing model inputs used to value the derivative liability at each measurement | Six Months ended Six Months ended June 30, June 30, 2016 2015 Expected term 0.64 - .75 years - Expected average volatility 227.90% - 247.09% - Expected dividend yield - - Risk-free interest rate 0.41%-0.36% - |
BASIS OF PRESENTATION AND ACC18
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Balance - January 1, 2016 | |
Addition of new derivative as a debt discount | 94,000 |
Day one loss due to derivative | 105,292 |
(Gain) loss on change in fair value of the derivative | (52,968) |
Balance - June 30, 2016 | $ 146,968 |
BASIS OF PRESENTATION AND ACC19
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details 1) - Recurring - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Liabilities | ||
Derivative liabilities | $ 146,968 | |
Level 1 | ||
Liabilities | ||
Derivative liabilities | ||
Level 2 | ||
Liabilities | ||
Derivative liabilities | ||
Level 3 | ||
Liabilities | ||
Derivative liabilities | $ 146,968 |
STOCKHOLDERS EQUITY (Detail Tex
STOCKHOLDERS EQUITY (Detail Textuals) - USD ($) | Nov. 12, 2015 | Jul. 28, 2014 | Jun. 30, 2016 | Dec. 31, 2015 |
Stockholders Equity [Line Items] | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Consultant | ||||
Stockholders Equity [Line Items] | ||||
Number of shares issued | 750,000 | |||
Value of shares issued | $ 75 | |||
Share Exchange Agreement | LFC | ||||
Stockholders Equity [Line Items] | ||||
Number of shares issued | 750,000 | |||
Value of shares issued | $ 75 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2016 | Apr. 04, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | |||
Total Notes Payable | $ 153,750 | ||
Promissory Note One | Tangiers | |||
Short-term Debt [Line Items] | |||
Total Notes Payable | 100,000 | $ 100,000 | |
Promissory Note Two | Tangiers | |||
Short-term Debt [Line Items] | |||
Total Notes Payable | $ 53,750 | $ 57,500 |
NOTES PAYABLE (Detail Textuals)
NOTES PAYABLE (Detail Textuals) - USD ($) | Apr. 04, 2016 | Apr. 28, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Notes payable | $ 153,750 | $ 153,750 | ||||
Interest expense | 34,063 | 34,063 | $ 5,250 | |||
Number Common Stock Shares Register Pursuant To Investment Agreement | 3,500,000 | |||||
Reduction in principal balance | $ 40,000 | |||||
Amortization of debt discount | 26,332 | |||||
Promissory Note One | Tangiers | ||||||
Short-term Debt [Line Items] | ||||||
Investment by unrelated party | $ 5,000,000 | |||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||
Notes payable | $ 100,000 | 100,000 | 100,000 | |||
Debt instrument interest rate | 10.00% | |||||
Promissory note, conversion price description | (a) 90% of the lowest trading price of the Company's common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note, or (b) 90% of the lowest trading price of the Company's common stock during the 25 consecutive trading days prior to the effective date of April 4, 2016. | |||||
Interest expense | 3,000 | |||||
Reduction in principal balance | $ 40,000 | |||||
Promissory Note Two | Tangiers | ||||||
Short-term Debt [Line Items] | ||||||
Notes payable | $ 57,500 | $ 53,750 | 53,750 | |||
Debt instrument interest rate | 10.00% | |||||
Promissory note, conversion price description | The conversion price shall be equal to the lower of 50% of the lowest trading price of the Company's common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. | |||||
Interest expense | 2,875 | |||||
Promissory notes original issuer discount | $ 7,500 | |||||
Promissory note, prepaid description | The note may be prepaid by the company, in whole, or part, as follows: (a) under thirty days, 105% of principal amount, (b) thirty one to sixty days, 110% of principal amount, (c) sixty one to ninety days, 115% of principal amount, (d) ninety one to one hundred and twenty days, 120% of principal amount, (e) one hundred twenty one to one hundred fifty one days, 125% of principal amount, and (f) one hundred and fifty one to one hundred and eighty days, 135% of principal amount. | |||||
Promissory Note Two | Tangiers | Interest Expense | ||||||
Short-term Debt [Line Items] | ||||||
Amortization of debt discount | $ 3,750 |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) - USD ($) | Jun. 30, 2016 | May 20, 2016 | Apr. 01, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||||
Total Convertible Debt | $ 22,582 | |||
Convertible promissory note | Crown Bridge | ||||
Short-term Debt [Line Items] | ||||
Total Convertible Debt | 10,000 | $ 40,000 | ||
Convertible promissory note | Auctus Fund | ||||
Short-term Debt [Line Items] | ||||
Total Convertible Debt | $ 12,582 | $ 67,750 |
CONVERTIBLE DEBT (Detail Textua
CONVERTIBLE DEBT (Detail Textuals) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
May 20, 2016USD ($)Day | Apr. 30, 2016Day | Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Apr. 01, 2016USD ($) | Dec. 31, 2015USD ($) | |
Short-term Debt [Line Items] | |||||||
Convertible debt | $ 22,582 | $ 22,582 | |||||
Amortization of debt discount | 26,332 | ||||||
Interest expense | 34,063 | 34,063 | $ 5,250 | ||||
Convertible promissory note | Crown Bridge | |||||||
Short-term Debt [Line Items] | |||||||
Convertible debt | 10,000 | 10,000 | $ 40,000 | ||||
Convertible promissory notes original issuer discount | $ 6,000 | ||||||
Convertible promissory note interest rate | 10.00% | ||||||
Convertible promissory notes, maturity period | matures twelve months from issue date | ||||||
Convertible promissory notes percentage of stock price trigger | 55.00% | ||||||
Convertible promissory notes, trading days | Day | 25 | ||||||
Interest expense | 1,051 | ||||||
Convertible promissory note | Crown Bridge | Interest Expense | |||||||
Short-term Debt [Line Items] | |||||||
Amortization of debt discount | 10,000 | ||||||
Convertible promissory note | Auctus Fund | |||||||
Short-term Debt [Line Items] | |||||||
Convertible debt | $ 67,750 | $ 12,582 | 12,582 | ||||
Convertible promissory notes original issuer discount | $ 7,750 | ||||||
Convertible promissory note interest rate | 10.00% | ||||||
Convertible promissory notes, maturity period | matures nine months from issue date | ||||||
Convertible promissory notes percentage of stock price trigger | 50.00% | ||||||
Convertible promissory notes, trading days | Day | 25 | ||||||
Interest expense | 805 | ||||||
Convertible promissory note | Auctus Fund | Interest Expense | |||||||
Short-term Debt [Line Items] | |||||||
Amortization of debt discount | $ 12,582 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Derivative Liabilities [Roll Forward] | |
Balance - January 1, 2016 | |
Addition of new derivative as a debt discount | 94,000 |
Day one loss due to derivative | 105,292 |
(Gain) loss on change in fair value of the derivative | (52,324) |
Balance - June 30, 2016 | $ 146,968 |
DERIVATIVE LIABILITY (Details 1
DERIVATIVE LIABILITY (Details 1) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Derivative [Line Items] | ||
Expected dividend yield | ||
Minimum | ||
Derivative [Line Items] | ||
Expected term | 7 months 21 days | |
Expected average volatility | 227.90% | |
Risk-free interest rate | 0.36% | |
Maximum | ||
Derivative [Line Items] | ||
Expected term | 9 months | |
Expected average volatility | 247.09% | |
Risk-free interest rate | 0.41% |