Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | May 25, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | LINGERIE FIGHTING CHAMPIONSHIPS, INC. | ||
Entity Central Index Key | 1,407,704 | ||
Trading Symbol | boty | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 305,541,153 | ||
Entity Public Float | $ 0 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 57,630 | $ 21,683 |
Total Current Assets | 57,630 | 21,683 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 35,214 | 37,626 |
Accounts payable - related party | 23,500 | |
Convertible notes, net of $215,721 and $0 debt discount as of December 31, 2016 and December 31, 2015, respectively | 225,595 | |
Derivative liability | 1,005,378 | |
Total Current Liabilities | 1,289,687 | 37,626 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, 51, and 0 shares issued and outstanding, respectively | ||
Common stock, par value $0.001 per share, 1,200,000,000 shares authorized, 87,676,435 and 19,769,977 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively | 87,677 | 19,770 |
Additional paid-in capital | 681,867 | 162,536 |
Accumulated deficit | (2,001,601) | (198,249) |
Total stockholders' deficit | (1,232,057) | (15,943) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 57,630 | $ 21,683 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Convertible notes, debt discount | $ 215,721 | $ 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 | 51 | 0 |
Preferred stock, shares outstanding | 51 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 |
Common stock, shares issued | 87,676,435 | 19,769,977 |
Common stock, shares outstanding | 87,676,435 | 19,769,977 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 69,272 | $ 5,970 |
Cost of Services | 106,161 | 32,902 |
GROSS LOSS | (36,889) | (26,932) |
OPERATING EXPENSES | ||
Selling, general and administrative expenses | 433,120 | 171,053 |
Total Operating Expenses | 433,120 | 171,053 |
OTHER EXPENSE | ||
Interest Expense | 287,772 | |
Loss on derivative liabilities | 845,571 | |
Commitment fee | 200,000 | |
Total other expenses | 1,333,343 | |
OPERATING LOSS | (1,803,352) | (197,985) |
NET LOSS | $ (1,803,352) | $ (197,985) |
Basic and Diluted Loss per Common Share | $ (0.08) | $ (0.01) |
Basic and Diluted Weighted Average Common Shares Outstanding | 23,297,454 | 17,693,871 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock | Preferred Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2014 | $ 11,500 | $ (7,772) | $ (264) | $ 3,464 | |
Balance (in shares) at Dec. 31, 2014 | 11,500,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common shares issued for conversion of debt | $ 5,250 | 5,250 | |||
Common shares issued for conversion of debt (in shares) | 5,250,000 | ||||
Sale of common stock | 197,500 | 200,000 | |||
Common shares issued for compensation | $ 100 | 7,500 | 7,600 | ||
Common shares issued for compensation (in shares) | 95,000 | ||||
Beneficial conversion feature on convertible debt | 5,250 | 5,250 | |||
Reverse merger adjustment | $ 420 | (39,942) | (39,522) | ||
Reverse merger adjustment (in shares) | 424,977 | ||||
Net loss | (197,985) | (197,985) | |||
Balance at Dec. 31, 2015 | $ 19,770 | 162,536 | (198,249) | (15,943) | |
Balance (in shares) at Dec. 31, 2015 | 19,769,977 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Purchase and cancellation of shares | $ (750) | 675 | (75) | ||
Purchase and cancellation of shares (in shares) | (750,000) | ||||
Common shares issued for conversion of debt | $ 66,407 | 15,056 | $ 81,463 | ||
Common shares issued for conversion of debt (in shares) | 66,406,458 | 217,864,718 | |||
Common shares issued for compensation | $ 2,250 | 171,750 | $ 174,000 | ||
Common shares issued for compensation (in shares) | 2,250,000 | ||||
Derivative reclass to APIC due to conversion | 289,181 | 289,181 | |||
Issuance of preferred shares for voting control | 42,669 | 42,669 | |||
Issuance of preferred shares for voting control (in shares) | 51 | ||||
Net loss | (1,803,352) | (1,803,352) | |||
Balance at Dec. 31, 2016 | $ 87,677 | $ 681,867 | $ (2,001,601) | $ (1,232,057) | |
Balance (in shares) at Dec. 31, 2016 | 87,676,435 | 51 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,803,352) | $ (197,985) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of beneficial conversion feature | 5,250 | |
Note payable issued as equity commitment fee | 200,000 | |
Stock - based compensation | 174,000 | 7,600 |
Issuance of preferred shares for voting control | 42,669 | |
Loss on derivative liability | 845,571 | |
Amortization of debt discount | 266,517 | |
Changes in operating assets and liabilities: | ||
Accounts payable - related party | 23,500 | |
Accounts payable and accrued liabilities | 3,367 | 31,410 |
Net cash used in operating activities | (247,728) | (153,725) |
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 | 283,750 | 1,400 |
Proceeds from sale of common stock | 200,000 | |
Payment for cancellation of common shares | (75) | |
Net cash provided by financing activities | 283,675 | 169,250 |
Net increase in cash and cash equivalents | 35,947 | 18,103 |
Cash and cash equivalents - beginning of period | 21,683 | 3,580 |
Cash and cash equivalents - end of period | 57,630 | 21,683 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 100 | |
Cash paid for income taxes | 337 | |
NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Derivative reclass to APIC due to conversion | 289,181 | |
Debt discount from derivative liability | 448,988 | |
Net liabilities assumed in the reverse acquisition | 39,522 | |
Common shares issued for conversion of debt and accrued interest | $ 81,463 | 5,250 |
Discount to debt for beneficial conversion feature | $ 5,250 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS (a) Organization 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. The Company is a development-stage media company, which is in the process of developing and implementing a program of original entertainment for mature audiences which it plans to make available predominantly through live entertainment events, as well as through digital home video, broadcast television networks, video-on-demand and digital media channels. Prior to the reverse acquisition transaction described below, the Company was a shell corporation, and had been a shell corporation since February 28, 2013. References to LFC relate to Lingerie Fighting Championships, Inc. as it existed prior to the reverse acquisition transaction. As a result of the reverse acquisition transactions, on March 31, 2015, LFC became a wholly-owned subsidiary of the Company, and on April 1, 2015, pursuant to an agreement of merger between the Company and LFC, LFC was merged into the Company and the Company's corporate name was changed to Lingerie Fighting Championships, Inc. On March 31, 2015, the Company, pursuant to share exchange agreement (the "Share Exchange Agreement"), among the Company, LFC, and the holders of all of the outstanding common stock and convertible notes of LFC exchanged their common stock and convertible notes of LFC for a total of 16,750,000 shares of common stock, which represented 84.70% of the Company's common stock after giving effect to the issuance of the shares pursuant to the Share Exchange Agreement and the shares of common stock issued in the private placement described in the following paragraph. The issuance of the 16,750,000 shares of common stock to the former holders of LFC's common stock and convertible notes in exchange for the capital stock of LFC is referred to as the reverse acquisition transaction. The sole director and chief executive officer of LFC became a director and the chief executive officer of the Company. As a result of the reverse acquisition, the Company's business has become the business of LFC. On March 31, 2015, contemporaneously with the closing pursuant to the Share Exchange Agreement, the Company issued 2,500,000 shares of common stock for a purchase price of $0.08 per share, for a total of $200,000. The proceeds from the private placement were held in escrow on March 31, 2015, and were paid to the Company on April 2, 2015. Accordingly, on March 31, 2015, the proceeds from the private placement are reflected as a subscription receivable. None of the purchasers in the private placement are affiliates of the Company. Under generally accepted accounting principles, the acquisition by the Company of LFC is considered to be a capital transaction in substance, rather than a business combination. That is, the acquisition is equivalent to the acquisition by LFC of the Company, then known as Cala Energy Corp., with the issuance of stock by LFC for the net monetary assets of the Company. The assets and liabilities assumed were $2,578 and $42,100, respectively. This transaction is reflected as a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the acquisition is identical to that resulting from a reverse acquisition. Under reverse acquisition accounting, the comparative historical financial statements of the Company, as the legal acquirer, are those of the accounting acquirer, LFC. As a result, the comparable financial statements for prior period will be the financial statements of LFC. The accompanying financial statements reflect the recapitalization of the stockholders' equity as if the reverse acquisition transactions occurred as of the beginning of the first period presented. Thus, the 11,500,000 shares of common stock issued to the former LFC stockholders are deemed to be outstanding for all periods reported from the date of the issuance of the underlying LFC securities, the 424,977 shares of common stock held by the Company's stockholders prior to the reverse acquisition are deemed to have been issued on March 31, 2015, the closing date for the reverse acquisition transaction, and the 5,250,000 shares issued pursuant to the Share Exchange Agreement to the holders of the convertible notes and the 2,500,000 shares issued in the private placement were issued on March 31, 2015. (b) ) Reverse Split On April 20, 2015, the Company effected a one-for-800 reverse split, pursuant to which each share of common stock was converted into, and became 1/800 of a share of common stock, with fractional shares being rounded up to the next higher whole number of shares. As a result of the reverse split, the 339,757,357 shares of common stock, then outstanding, became and were converted into 424,977 shares. All references to shares of common stock and per share information retroactively reflect the reverse split. |
BASIS OF PRESENTATION AND ACCOU
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end. The Company had no subsidiaries at December 31, 2016 and 2015. 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company continually evaluates its estimates and judgments. The Company bases its estimates and judgments on historical experience and other factors that it believes to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical. Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $57,630 and $21,683 in cash as at December 31, 2016 and December 31, 2015, respectively. Revenue Recognition The Company recognizes revenue from the sale of services in accordance with ASC 605, "Revenue Recognition." Revenue is recognized only when all of the following criteria have been met: (i) persuasive evidence for an agreement exists; (ii) service has been provided or goods has been delivered; (iii) the payment is fixed or determinable; and (iv) collection is reasonably assured. Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as at December 31, 2016 and 2015. Related Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures Beneficial Conversion Feature of Convertible Debt The Company accounts for convertible debt in accordance with the guidelines established by FASB ASC 470-20, “ Debt with Conversion and Other Options 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.” Share-Based Compensation The Company measures the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Employee awards are accounted for under ASC 718 - where the awards are valued at grant date. Awards given to nonemployees are accounted for under ASC 505 where the awards are valued at earlier of commitment date or completion of services. Compensation cost for employee awards is recognized over the vesting or requisite service period. The Black-Scholes option-pricing model is used to estimate the fair value of options or warrants granted. Fair Value of Financial Instruments 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 - December 31, 2015 $ - Addition of new derivative as a debt discount 448,988 Derivative reclassed to APIC due to debt conversion (289,181 ) Loss on change in fair value of the derivative 845,571 Balance - December 31, 2016 $ 1,005,378 The following table summarizes fair value measurement by level at December 31, 2016, measured at fair value on a recurring basis: December 31, 2016 Level 1 Level 2 Level 3 Total Assets None - - - - Liabilities Derivative liabilities - - 1,005,378 1,005,378 Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The standard will be effective for the Company beginning January 1, 2018, with early application permitted. The standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case we would be required to apply the amendments prospectively as of the earliest date practicable. In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company beginning January 1, 2020, with early application permitted. This standard is not expected to have a material impact on our financial position, results of operations or statement of cash flows upon adoption. In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires the lessee to recognize assets and liabilities for leases with lease terms of more than twelve months. For leases with a term of twelve months or less, the Company is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Further, the lease requires a finance lease to recognize both an interest expense and an amortization of the associated expense. Operating leases generally recognize the associated expense on a straight line basis. ASU 2016-02 requires the Company to adopt the standard using a modified retrospective approach and adoption beginning on January 1, 2019. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This new standard provides guidance on how entities measure certain equity investments and present changes in the fair value. This standard requires that entities measure certain equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. ASU 2016-01 is effective for fiscal years beginning after December 31, 2017. The Company has reviewed and analyzed the above recent accounting pronouncements, and notes no material impact on the financial statements as of December 31, 2016. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 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. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 4 – CONVERTIBLE NOTES PAYABLE The Company had the following convertible promissory notes payable as at December 31, 2016 and December 31, 2015: December 31, 2016 December 31, 2015 Convertible Promissory Note to Crown Bridge $ 13,289 $ - Convertible Promissory Notes to Auctus Fund 68,226 - Convertible Promissory Notes to EMA Financial 11,667 - Convertible Promissory Notes to Black Bridge Capital 26,667 - Commitment Convertible Promissory Notes to Tangiers 100,000 - Convertible Promissory Notes to Denali 4,791 - Convertible Promissory Notes to Tangiers 955 - Total Convertible Debt $ 225,595 $ - During the year ended December 31, 2015, the Company received $1,400 from borrowings on convertible debt. 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 of $34,000 is being amortized over the life of the note using the effective interest method resulting in $30,000 of interest expense for the year ended December 31, 2016. During the year ended December 31, 2016, principals of $16,711 was converted for 15,341,000 common shares. As of December 31, 2016, the note is presented net of a debt discount of $10,000. 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 of $60,000 is being amortized over the life of the note using the effective interest method resulting in $54,695 of interest expense for the year ended December 31, 2016. During the year ended December 31, 2016, principal of $7,219 and accrued interest of $4,090 were converted for 16,621,000 common shares. On September 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $56,750 with a $6,750 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 of $50,000 is being amortized over the life of the note using the effective interest method resulting in $20,750 of interest expense for the year ended December 31, 2016. As of December 31, 2016, the notes are presented net of a debt discount of $49,055. Promissory Note Payable to EMA Financial On September 7, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $35,000 with a $5,250 original issue discount. The convertible promissory note bears interest at 10% per annum and matures twelve 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 and the discount of $29,750 is being amortized over the life of the note using the effective interest method resulting in $11,667 of interest expense for the year ended December 31, 2016. As of December 31, 2016, the note is presented net of a debt discount of $23,333. Promissory Note Payable to Blackbridge Capital Growth Fund, LLC On November 3, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $60,000. The convertible promissory note bears interest at 8% per annum and matures twelve months from issue date. The conversion price is 50% of the lowest trading price 20 days prior to conversion. The note was discounted for a derivative and the discount of $60,000 is being amortized over the life of the note using the effective interest method resulting in $10,000 of interest expense for the year ended December 31, 2016. As of December 31, 2016, the note is presented net of a debt discount of $50,000. Commitment Note On November 3, 2016, the Company entered into an investment agreement with Blackridge Capital Growth Fund, LLC. Per the investment agreement, the investor will invest up to $2,000,000 to purchase the Company’s common stock, par value of $.001 per share. The Company issued a convertible promissory note for $100,000, as a commitment fee, which bears interest at 8% of the principle amount and matures seven months from November 3, 2016 that matures on November 3, 2017. The commitment fee expense of $100,000 was recognized on November 3, 2016. The conversion price is equal to 57.5% of the lowest trading price during the 20 days prior to the conversion. On November 3, 2016, a derivative debt discount of $100,000 was recorded. For the year ended December 31, 2016, an amount of $16,667 was amortized into interest expense in relation to the debt discount. Commitment 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. 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. As of December 31, 2016 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. As of December 31, 2016 the Company and Tangiers are having ongoing discussions and may seek to amend the terms of the promissory note. The Company expensed the $100,000 as commitment fee during the year ended December 31, 2016. The note was discounted for a derivative and the discount of $65,238 is fully amortized into interest expense for the year ended December 31, 2016. As of December 31, 2016, the note is presented net of a debt discount of $0. Note Payable to Denali On December 5, 2016, the Company entered into an Assignment Agreement that Denali acquired $16,000 of the $57,500 note held by Tangiers. During the year ended December 31, 2016, principal of $11,209 and accrued interest of $6 was converted for 10,701,249 common shares. 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 note was discounted for a derivative and the discount of $50,000 is being amortized over the life of the note using the effective interest method. Total of $57,500 of the discount was recorded as interest expense for the year ended December 31, 2016. During the year ended December 31, 2016, $40,545 was converted for 23,743,209 common shares. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 5 – 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. On September 3, 2016, the Company issued 51 Series A preferred shares to the chief Executive Officer. The Series A preferred shares have voting rights, resulting in the Series A stockholder holding in aggregate approximately 51% of the total voting power of all issued and outstanding voting capital of the Company. The valuation of the preferred shares was completed by the Company based on the change in voting percentage rights before and after the Series A shares were issued. The value of the Series A shares is $42,669 and was expensed. There were 51 and 0 preferred shares issued and outstanding as at December 31, 2016 and December 31, 2015. Common Stock The Company has authorized 1,200,000,000 shares with a par value $0.001 per share. During the year ended December 31, 2016, the Company repurchased and cancelled 750,000 common shares, par value of $750, by payment of $75. During the year ended December 31, 2016, the Company issued 66,406,458 common shares, par value of $66,407, for conversion of debt in the amount of $81,463. 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 December 31, 2016. In February 2015, LFC borrowed a total of $5,250 from four individuals, for which LFC issued its 5% convertible promissory notes due September 30, 2015. Pursuant to the Share Exchange Agreement, these notes became converted into a total of 5,250,000 shares of common stock. These notes did not become convertible until the completion of the reverse acquisition and the conversion was effected through an exchange of the notes for 5,250,000 shares of common stock pursuant to the Share Exchange Agreement. Two of the lenders may be deemed related parties. See Note 5. The Company analyzed the convertible debt option for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging," and determined that the instrument does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does have a beneficial conversion feature of $5,250 on March 31, 2015. The $5,250 beneficial conversion feature was recorded to interest expense as the debt was exchanged for common stock on March 31, 2015. Two of the lenders are related parties. See Note 6. On March 31, 2015: · Pursuant to the Share Exchange Agreement, the Company issued 11,500,000 shares of common stock to the stockholders of LFC and 5,250,000 shares of common stock to the holders of convertible note holders of LFC. As a result of the reverse acquisition accounting, these shares issued to the former LFC stockholders are treated as being outstanding from the date of issuance of the LFC shares. · The Company sold 2,500,000 shares of common stock to five investors at $0.08 per share, for a total of $200,000. At March 31, 2015, the purchase price was held in escrow, and was released to the Company on April 2, 2015. The assets and liabilities of Cala Energy Corp., which were assumed by the Company as a result of the reverse acquisition, consisted of: Cash $ 2,578 Total assets $ 2,578 Accounts payable $ 6,000 Notes payable (Notes 4 and 6) 36,100 Total liabilities $ 42,100 Net liabilities assumed $ 39,522 Common shares issued for compensation During the year ended December 31, 2016, the Company issued 2,250,000 common shares with a fair value of $174,000 for services rendered. The shares were valued at market price when the shares were issued. Pursuant to a release agreement dated June 4, 2015, between the Company and its former counsel, the Company and its former counsel exchanged general releases, and the Company issued to its former counsel 95,000 shares of common stock. The shares were valued at $0.08 per shares, which is the price per share paid in the Company’s March 31, 2015 private placement, for a total of $7,600. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended |
Dec. 31, 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 table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date: Year ended December 31, Year ended December 31, 2016 2015 Expected term 0.14 - .84 years - Expected average volatility 250.58% - 440.58 % - Expected dividend yield - - Risk-free interest rate 0.48% - 0.74 % - |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 8 – RELATED PARTY TRANSACTIONS The Company's chief executive officer made a $2,628 advance to the Company during the period ended December 31, 2015. $2,513 of this $2,628 was forgiven by the chief executive officer during the period ended December 31, 2015. The $115 advance was non-interest bearing and payable on demand and has been paid and included in the change in accrued expenses. During the year ended December 31, 2016, the Company accrued $23,500 of salary payable to two related parties During the year ended December 31, 2015, two individuals, one of whom was the Company’s then chief executive and chief financial officer prior to the reverse acquisition and became the Company’s chief financial officer after the reverse acquisition, and one who was not affiliated with the Company but who became a 5% stockholder as a result of the shares issued to him pursuant to the Share Exchange Agreement upon conversion of convertible notes held by him, each (i) made a $12,000 loan to the acquired company prior to the reverse acquisition transaction and received a 10% senior promissory note in the principal amount of $12,000, which were paid from the proceeds of the Company’s March 31, 2015 private placement (see Note 4), and (ii) made a loan to the LFC in the amount of $1,925, which became converted into 1,925,000 shares of common stock pursuant to the Share Exchange Agreement. These loans represented $24,000 of the $36,000 of loans made by Cala Energy Corp. prior to the reverse acquisition transaction. The convertible notes represented $3,850 of the $5,250 of convertible notes issued by LFC prior to the reverse acquisition. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES The Company did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because the Company has experienced operating losses for U.S. federal income tax purposes since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit The Company has fully reserved the benefit from the tax loss carryforward as follows: December 31, 2016 December 31, 2015 Net operating loss carryforward (715,249 ) (197,985 ) Tax Rate 34 % 34 % Tax benefit of net operating loss carryforward 243,185 67,405 Valuation allowance (243,185 ) (67,405 ) Deferred income tax asset $ - $ - The Company has approximately $715,249 of net operating losses (“NOL”) carried forward to offset taxable income in future years which expire commencing twenty years from when incurred. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets relating to NOLs for every period because it is more likely than not that all of the deferred tax assets will not be realized. The Company is subject to audits by U.S. Internal Revenue Service ("IRS"), state, local and foreign tax authorities. Management believes that adequate provisions have been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company's tax audits are resolved in a manner not consistent with management's expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On January 3, 2107, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $45,000. Subsequent to December 31, 2016, a total of 217,864,718 common shares were issued in relation to principal debt and interest converted in the amount of $89,379. |
BASIS OF PRESENTATION AND ACC16
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end. The Company had no subsidiaries at December 31, 2016 and 2015. |
Use of Estimates | 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company continually evaluates its estimates and judgments. The Company bases its estimates and judgments on historical experience and other factors that it believes to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $57,630 and $21,683 in cash as at December 31, 2016 and December 31, 2015, respectively. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the sale of services in accordance with ASC 605, "Revenue Recognition." Revenue is recognized only when all of the following criteria have been met: (i) persuasive evidence for an agreement exists; (ii) service has been provided or goods has been delivered; (iii) the payment is fixed or determinable; and (iv) collection is reasonably assured. |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. |
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as at December 31, 2016 and 2015. |
Related Party Balances and Transactions | Related Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures |
Beneficial Conversion Feature of Convertible Debt | Beneficial Conversion Feature of Convertible Debt The Company accounts for convertible debt in accordance with the guidelines established by FASB ASC 470-20, “ Debt with Conversion and Other Options |
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.” |
Share-Based Compensation | Share-Based Compensation The Company measures the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Employee awards are accounted for under ASC 718 - where the awards are valued at grant date. Awards given to nonemployees are accounted for under ASC 505 where the awards are valued at earlier of commitment date or completion of services. Compensation cost for employee awards is recognized over the vesting or requisite service period. The Black-Scholes option-pricing model is used to estimate the fair value of options or warrants granted. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 - December 31, 2015 $ - Addition of new derivative as a debt discount 448,988 Derivative reclassed to APIC due to debt conversion (289,181 ) Loss on change in fair value of the derivative 845,571 Balance - December 31, 2016 $ 1,005,378 The following table summarizes fair value measurement by level at December 31, 2016, measured at fair value on a recurring basis: December 31, 2016 Level 1 Level 2 Level 3 Total Assets None - - - - Liabilities Derivative liabilities - - 1,005,378 1,005,378 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The standard will be effective for the Company beginning January 1, 2018, with early application permitted. The standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case we would be required to apply the amendments prospectively as of the earliest date practicable. In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company beginning January 1, 2020, with early application permitted. This standard is not expected to have a material impact on our financial position, results of operations or statement of cash flows upon adoption. In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires the lessee to recognize assets and liabilities for leases with lease terms of more than twelve months. For leases with a term of twelve months or less, the Company is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Further, the lease requires a finance lease to recognize both an interest expense and an amortization of the associated expense. Operating leases generally recognize the associated expense on a straight line basis. ASU 2016-02 requires the Company to adopt the standard using a modified retrospective approach and adoption beginning on January 1, 2019. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This new standard provides guidance on how entities measure certain equity investments and present changes in the fair value. This standard requires that entities measure certain equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. ASU 2016-01 is effective for fiscal years beginning after December 31, 2017. The Company has reviewed and analyzed the above recent accounting pronouncements, and notes no material impact on the financial statements as of December 31, 2016. |
BASIS OF PRESENTATION AND ACC17
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of change in the level 3 financial instrument | Balance - December 31, 2015 $ - Addition of new derivative as a debt discount 448,988 Derivative reclassed to APIC due to debt conversion (289,181 ) Loss on change in fair value of the derivative 845,571 Balance - December 31, 2016 $ 1,005,378 |
Schedule of fair value on a recurring basis | December 31, 2016 Level 1 Level 2 Level 3 Total Assets None - - - - Liabilities Derivative liabilities - - 1,005,378 1,005,378 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable [Abstract] | |
Schedule of convertible notes payable | December 31, 2016 December 31, 2015 Convertible Promissory Note to Crown Bridge $ 13,289 $ - Convertible Promissory Notes to Auctus Fund 68,226 - Convertible Promissory Notes to EMA Financial 11,667 - Convertible Promissory Notes to Black Bridge Capital 26,667 - Commitment Convertible Promissory Notes to Tangiers 100,000 - Convertible Promissory Notes to Denali 4,791 - Convertible Promissory Notes to Tangiers 955 - Total Convertible Debt $ 225,595 $ - |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of assets and liabilities of Cala Energy Corp assumed | Cash $ 2,578 Total assets $ 2,578 Accounts payable $ 6,000 Notes payable (Notes 4 and 6) 36,100 Total liabilities $ 42,100 Net liabilities assumed $ 39,522 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Liability [Abstract] | |
Schedule of Black-Scholes option-pricing model inputs used to value the derivative liability at each measurement | Year ended December 31, Year ended December 31, 2016 2015 Expected term 0.14 - .84 years - Expected average volatility 250.58% - 440.58 % - Expected dividend yield - - Risk-free interest rate 0.48% - 0.74 % - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of fully reserved the benefit from the tax loss carryforward | December 31, 2016 December 31, 2015 Net operating loss carryforward (715,249 ) (197,985 ) Tax Rate 34 % 34 % Tax benefit of net operating loss carryforward 243,185 67,405 Valuation allowance (243,185 ) (67,405 ) Deferred income tax asset $ - $ - |
ORGANIZATION AND NATURE OF BU22
ORGANIZATION AND NATURE OF BUSINESS (Detail Textuals) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 20, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | Jul. 28, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Organization And Nature Of Business [Line Items] | ||||||
Number of shares issued under exchange agreement | 5,250,000 | 217,864,718 | ||||
Number of shares issued | 2,500,000 | |||||
Sale of common stock | $ 200,000 | $ 200,000 | ||||
Number of shares held prior to reverse acquisition | 424,977 | |||||
Reverse stock split effective ratio | one-for-800 reverse split | |||||
Reverse stock split ratio for each share | 1/800 | |||||
Common stock, shares outstanding | 339,757,357 | 87,676,435 | 19,769,977 | |||
Number of shares converted into reverse splits | 424,977 | |||||
Private Placement | ||||||
Organization And Nature Of Business [Line Items] | ||||||
Number of shares issued | 2,500,000 | |||||
Common stock price per share | $ 0.08 | |||||
Sale of common stock | $ 200,000 | |||||
Cala Energy Corp | ||||||
Organization And Nature Of Business [Line Items] | ||||||
Assets acquired | $ 2,578 | |||||
Liabilities assumed | $ 42,100 | |||||
Common stock, shares outstanding | 11,500,000 | |||||
LFC | ||||||
Organization And Nature Of Business [Line Items] | ||||||
Number of shares issued under exchange agreement | 11,500,000 | 5,250,000 | ||||
Share Exchange Agreement | LFC | ||||||
Organization And Nature Of Business [Line Items] | ||||||
Number of shares issued under exchange agreement | 5,250,000 | |||||
Number of shares issued | 750,000 | |||||
Sale of common stock | $ 75 | |||||
Share Exchange Agreement | LFC | Convertible notes | ||||||
Organization And Nature Of Business [Line Items] | ||||||
Number of shares issued under exchange agreement | 16,750,000 | |||||
Common stock ownership percentage | 84.70% | |||||
Number of shares issued as reverse acquisition transaction | 16,750,000 |
BASIS OF PRESENTATION AND ACC23
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Balance - December 31, 2015 | |
Addition of new derivative as a debt discount | 448,988 |
Derivative reclassed to APIC due to debt conversion | (289,181) |
Loss on change in fair value of the derivative | 845,571 |
Balance - December 31, 2016 | $ 1,005,378 |
BASIS OF PRESENTATION AND ACC24
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details 1) - Recurring | Dec. 31, 2016USD ($) |
Assets | |
Derivative asset | |
Liabilities | |
Derivative liabilities | 1,005,378 |
Level 1 | |
Assets | |
Derivative asset | |
Liabilities | |
Derivative liabilities | |
Level 2 | |
Assets | |
Derivative asset | |
Liabilities | |
Derivative liabilities | |
Level 3 | |
Assets | |
Derivative asset | |
Liabilities | |
Derivative liabilities | $ 1,005,378 |
BASIS OF PRESENTATION AND ACC25
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Detail Textuals) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 57,630 | $ 21,683 | $ 3,580 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2016 | Dec. 05, 2016 | Nov. 03, 2016 | Sep. 20, 2016 | May 20, 2016 | Apr. 04, 2016 | Apr. 01, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||||||||
Total Convertible Debt | $ 225,595 | |||||||
Convertible promissory note | ||||||||
Short-term Debt [Line Items] | ||||||||
Total Convertible Debt | $ 1,400 | |||||||
Convertible promissory note | Crown Bridge | ||||||||
Short-term Debt [Line Items] | ||||||||
Total Convertible Debt | 13,289 | $ 40,000 | ||||||
Convertible promissory note | Auctus Fund | ||||||||
Short-term Debt [Line Items] | ||||||||
Total Convertible Debt | 68,226 | $ 56,750 | $ 67,750 | |||||
Convertible promissory note | EM Financial | ||||||||
Short-term Debt [Line Items] | ||||||||
Total Convertible Debt | 11,667 | |||||||
Convertible promissory note | Blackbridge Capital Growth Fund, LLC | ||||||||
Short-term Debt [Line Items] | ||||||||
Total Convertible Debt | 26,667 | $ 60,000 | ||||||
Convertible promissory note | Tangiers | ||||||||
Short-term Debt [Line Items] | ||||||||
Total Convertible Debt | 100,000 | $ 100,000 | ||||||
Convertible promissory note | Denali | ||||||||
Short-term Debt [Line Items] | ||||||||
Total Convertible Debt | 4,791 | $ 16,000 | ||||||
Convertible promissory note | Tangiers | ||||||||
Short-term Debt [Line Items] | ||||||||
Total Convertible Debt | $ 955 | $ 57,500 |
CONVERTIBLE NOTES PAYABLE (De27
CONVERTIBLE NOTES PAYABLE (Detail Textuals) | Nov. 03, 2016USD ($)Day$ / shares | Sep. 07, 2016USD ($)Day | Apr. 04, 2016USD ($)Day$ / shares | Sep. 20, 2016USD ($)Day | May 20, 2016USD ($)Day | Apr. 28, 2016USD ($)shares | Apr. 01, 2016USD ($)Day | Mar. 31, 2015shares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | Dec. 05, 2016USD ($) |
Short-term Debt [Line Items] | |||||||||||
Convertible debt | $ 225,595 | ||||||||||
Amortization of debt discount | 266,517 | ||||||||||
Interest expense | $ 287,772 | ||||||||||
Common shares issued for conversion of debt (in shares) | shares | 5,250,000 | 217,864,718 | |||||||||
Common shares purchased | $ 87,677 | $ 19,770 | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Convertible notes issued | $ 81,463 | $ 5,250 | |||||||||
Convertible promissory note | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Convertible debt | 1,400 | ||||||||||
Convertible promissory note | Crown Bridge | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Convertible debt | $ 40,000 | 13,289 | |||||||||
Convertible promissory notes, original issue discount | $ 6,000 | 10,000 | |||||||||
Convertible promissory note interest rate | 10.00% | ||||||||||
Convertible promissory notes, maturity period | 12 months | ||||||||||
Convertible promissory notes percentage of stock price trigger | 55.00% | ||||||||||
Convertible promissory notes, trading days | Day | 25 | ||||||||||
Amortization of debt discount | $ 34,000 | ||||||||||
Interest expense | 30,000 | ||||||||||
Debt principal amount | $ 16,711 | ||||||||||
Common shares issued for conversion of debt (in shares) | shares | 15,341,000 | ||||||||||
Convertible promissory note | Auctus Fund | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Convertible debt | $ 56,750 | $ 67,750 | $ 68,226 | ||||||||
Convertible promissory notes, original issue discount | $ 6,750 | $ 7,750 | 49,055 | ||||||||
Convertible promissory note interest rate | 10.00% | 10.00% | |||||||||
Convertible promissory notes, maturity period | 9 months | 9 months | |||||||||
Convertible promissory notes percentage of stock price trigger | 50.00% | 50.00% | |||||||||
Convertible promissory notes, trading days | Day | 25 | 25 | |||||||||
Amortization of debt discount | $ 50,000 | $ 60,000 | |||||||||
Debt principal amount | 7,219 | ||||||||||
Accrued interest | $ 4,090 | ||||||||||
Common shares issued for conversion of debt (in shares) | shares | 16,621,000 | ||||||||||
Convertible promissory note | Auctus Fund | May 20, 2016 | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Interest expense | $ 54,695 | ||||||||||
Convertible promissory note | Auctus Fund | September 20, 2016 | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Interest expense | 20,750 | ||||||||||
Convertible promissory note | Ema Financial | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Convertible debt | $ 35,000 | ||||||||||
Convertible promissory notes, original issue discount | $ 5,250 | 23,333 | |||||||||
Convertible promissory note interest rate | 10.00% | ||||||||||
Convertible promissory notes, maturity period | 12 months | ||||||||||
Convertible promissory notes percentage of stock price trigger | 50.00% | ||||||||||
Convertible promissory notes, trading days | Day | 25 | ||||||||||
Amortization of debt discount | $ 29,750 | ||||||||||
Interest expense | 11,667 | ||||||||||
Convertible promissory note | Blackbridge Capital Growth Fund, LLC | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Convertible debt | $ 60,000 | 26,667 | |||||||||
Convertible promissory notes, original issue discount | 50,000 | ||||||||||
Convertible promissory note interest rate | 8.00% | ||||||||||
Convertible promissory notes, maturity period | 12 months | ||||||||||
Convertible promissory notes percentage of stock price trigger | 50.00% | ||||||||||
Convertible promissory notes, trading days | Day | 20 | ||||||||||
Amortization of debt discount | $ 60,000 | ||||||||||
Interest expense | 10,000 | ||||||||||
Convertible promissory note | Blackbridge Capital Growth Fund, LLC | Investment Agreement | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Convertible debt | 100,000 | ||||||||||
Convertible promissory notes, original issue discount | $ 100,000 | ||||||||||
Convertible promissory note interest rate | 8.00% | ||||||||||
Convertible promissory notes, maturity period | 7 months | ||||||||||
Convertible promissory notes percentage of stock price trigger | 57.50% | ||||||||||
Convertible promissory notes, trading days | Day | 20 | ||||||||||
Interest expense | 16,667 | ||||||||||
Common shares purchased | $ 2,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||
Commitment fee expense | $ 100,000 | ||||||||||
Convertible promissory note | Tangiers | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Convertible debt | $ 100,000 | 100,000 | |||||||||
Convertible promissory notes, original issue discount | 0 | ||||||||||
Convertible promissory note interest rate | 10.00% | ||||||||||
Convertible promissory notes, maturity period | 7 months | ||||||||||
Extended maturity of note | 10 months | ||||||||||
Convertible promissory notes percentage of stock price trigger | 90.00% | ||||||||||
Convertible promissory notes, trading days | Day | 25 | ||||||||||
Amortization of debt discount | 65,238 | ||||||||||
Debt principal amount | $ 40,000 | ||||||||||
Common shares purchased | $ 5,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||
Commitment fee expense | $ 100,000 | ||||||||||
Number of common stock for which filed for registration wwth securities and exchange commission | shares | 3,500,000 | ||||||||||
Convertible promissory note | Denali | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Notes Payable | $ 57,500 | ||||||||||
Convertible debt | 4,791 | $ 16,000 | |||||||||
Debt principal amount | 11,209 | ||||||||||
Accrued interest | $ 6 | ||||||||||
Common shares issued for conversion of debt (in shares) | shares | 10,701,249 | ||||||||||
Convertible promissory note | Tangiers | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Convertible debt | $ 57,500 | $ 955 | |||||||||
Convertible promissory notes, original issue discount | $ 7,500 | ||||||||||
Convertible promissory note interest rate | 10.00% | ||||||||||
Convertible promissory notes, maturity period | 6 months | ||||||||||
Convertible promissory notes percentage of stock price trigger | 50.00% | ||||||||||
Convertible promissory notes, trading days | Day | 20 | ||||||||||
Amortization of debt discount | $ 50,000 | ||||||||||
Interest expense | $ 57,500 | ||||||||||
Common shares issued for conversion of debt (in shares) | shares | 23,743,209 | ||||||||||
Principal repayment of note under thirty days | 105.00% | ||||||||||
Principal repayment of note thirty one to sixty days | 110.00% | ||||||||||
Principal repayment of note sixty one to ninety days | 115.00% | ||||||||||
Principal repayment of note ninety one to one hundred and twenty days | 120.00% | ||||||||||
Principal repayment of note one hundred twenty one to one hundred fifty one days | 125.00% | ||||||||||
Principal repayment of note one hundred and fifty one to one hundred and eighty days | 135.00% | ||||||||||
Convertible notes issued | $ 40,545 |
STOCKHOLDERS EQUITY (Details)
STOCKHOLDERS EQUITY (Details) - Cala Energy Corp | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 2,578 |
Total assets | 2,578 |
Accounts payable | 6,000 |
Notes payable (Notes 4 and 6) | 36,100 |
Total liabilities | 42,100 |
Net liabilities assumed | $ 39,522 |
STOCKHOLDERS EQUITY (Detail Tex
STOCKHOLDERS EQUITY (Detail Textuals) | Nov. 12, 2015USD ($)shares | Jun. 04, 2015USD ($)$ / sharesshares | Mar. 31, 2015USD ($)Investor$ / sharesshares | Feb. 28, 2015USD ($)Individualshares | Jul. 28, 2014USD ($)shares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares |
Stockholders Equity [Line Items] | |||||||
Sale of common stock (in shares) | shares | 2,500,000 | ||||||
Sale of common stock | $ 200,000 | $ 200,000 | |||||
Number of investors | Investor | 5 | ||||||
Sale of stock price per share | $ / shares | $ 0.08 | ||||||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | |||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares issued | shares | 51 | 0 | |||||
Preferred stock, shares outstanding | shares | 51 | 0 | |||||
Common stock, shares authorized | shares | 1,200,000,000 | 1,200,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||
Purchase and cancellation of shares | $ (75) | ||||||
Common shares issued for conversion of debt | $ 81,463 | $ 5,250 | |||||
Common shares issued for conversion of debt (in shares) | shares | 5,250,000 | 217,864,718 | |||||
Proceeds from convertible debt | $ 283,750 | 1,400 | |||||
Discount to debt for beneficial conversion feature | $ 5,250 | 5,250 | |||||
Amortization of beneficial conversion feature | $ 5,250 | 5,250 | |||||
Value of Preferred shares issued | |||||||
Common Stock | |||||||
Stockholders Equity [Line Items] | |||||||
Sale of stock price per share | $ / shares | $ 0.08 | ||||||
Common stock issued for services value | $ 174,000 | ||||||
Number of common stock issued for services | shares | 2,250,000 | ||||||
Purchase and cancellation of shares | $ (750) | ||||||
Purchase and cancellation of shares (in shares) | shares | (750,000) | ||||||
Payment to acquire shares | $ 75 | ||||||
Purchase and cancellation of shares (price per share) | $ / shares | $ 750 | ||||||
Common shares issued for conversion of debt | $ 66,407 | $ 5,250 | |||||
Common shares issued for conversion of debt (in shares) | shares | 66,406,458 | 5,250,000 | |||||
Conversion of debt amount | $ 81,463 | ||||||
Consultant | |||||||
Stockholders Equity [Line Items] | |||||||
Purchase and cancellation of shares | $ (75) | ||||||
Purchase and cancellation of shares (in shares) | shares | (750,000) | ||||||
Former Counsel | Common Stock | |||||||
Stockholders Equity [Line Items] | |||||||
Sale of stock price per share | $ / shares | $ 0.08 | ||||||
Common stock issued for services value | $ 7,600 | ||||||
Number of common stock issued for services | shares | 95,000 | ||||||
Chief executive officer | Series A Preferred Stock | |||||||
Stockholders Equity [Line Items] | |||||||
Preferred stock, shares issued | shares | 51 | ||||||
Voting power description | The Series A preferred shares have voting rights, resulting in the Series A stockholder holding in aggregate approximately 51% of the total voting power of all issued and outstanding voting capital of the Company. | ||||||
Value of Preferred shares issued | $ 42,669 | ||||||
LFC | |||||||
Stockholders Equity [Line Items] | |||||||
Common shares issued for conversion of debt (in shares) | shares | 11,500,000 | 5,250,000 | |||||
Proceeds from convertible debt | $ 5,250 | ||||||
Number of individuals | Individual | 4 | ||||||
Convertible promissory note interest rate | 5.00% | ||||||
Share Exchange Agreement | |||||||
Stockholders Equity [Line Items] | |||||||
Common shares issued for conversion of debt | $ 5,250 | ||||||
Share Exchange Agreement | LFC | |||||||
Stockholders Equity [Line Items] | |||||||
Sale of common stock (in shares) | shares | 750,000 | ||||||
Sale of common stock | $ 75 | ||||||
Common shares issued for conversion of debt | $ 3,850 | ||||||
Common shares issued for conversion of debt (in shares) | shares | 5,250,000 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative [Line Items] | ||
Expected average volatility | ||
Expected dividend yield | ||
Risk-free interest rate | ||
Minimum | ||
Derivative [Line Items] | ||
Expected term | 1 month 21 days | |
Expected average volatility | 250.58% | |
Risk-free interest rate | 0.48% | |
Maximum | ||
Derivative [Line Items] | ||
Expected term | 10 months 2 days | |
Expected average volatility | 440.58% | |
Risk-free interest rate | 0.74% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Feb. 28, 2015 | |
Related Party Transaction [Line Items] | |||
Accounts payable - related party | $ 23,500 | ||
Convertible notes issued | $ 81,463 | $ 5,250 | |
LFC | |||
Related Party Transaction [Line Items] | |||
Interest rate of senior promissory note | 5.00% | ||
Share Exchange Agreement | |||
Related Party Transaction [Line Items] | |||
Convertible notes issued | 5,250 | ||
Share Exchange Agreement | 10% senior promissory note | |||
Related Party Transaction [Line Items] | |||
Convertible notes issued | 24,000 | ||
Share Exchange Agreement | 10% senior promissory note | Cala Energy Corp | |||
Related Party Transaction [Line Items] | |||
Convertible notes issued | 36,000 | ||
Share Exchange Agreement | LFC | |||
Related Party Transaction [Line Items] | |||
Amount of borrowing | 1,925 | ||
Convertible notes issued | $ 3,850 | ||
Number of shares issuable upon conversion of debt | shares | 1,925,000 | ||
Share Exchange Agreement | Unaffiliated investor | 10% senior promissory note | |||
Related Party Transaction [Line Items] | |||
Common stock ownership percentage | 5.00% | ||
Amount of borrowing | $ 12,000 | ||
Interest rate of senior promissory note | 10.00% | ||
Principal amount | $ 12,000 | ||
Chief executive officer | |||
Related Party Transaction [Line Items] | |||
Advances from related party | 2,628 | ||
Advance forgiven by related party | 2,513 | ||
Noninterest-bearing advances | $ 115 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ (715,249) | $ (197,985) |
Tax Rate | 34.00% | 34.00% |
Tax benefit of net operating loss carryforward | $ 243,185 | $ 67,405 |
Valuation allowance | (243,185) | (67,405) |
Deferred income tax asset |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 715,249 | $ 197,985 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2016 | Jan. 03, 2017 | |
Subsequent Event [Line Items] | |||
Convertible Notes Payable, Current | $ 225,595 | ||
Numer of common shares issued in relation to principal debt and interest | 5,250,000 | 217,864,718 | |
Principal debt and interest, Converted amount | $ 89,379 | ||
Subsequent Event | Convertible promissory note | Unrelated Party | |||
Subsequent Event [Line Items] | |||
Convertible Notes Payable, Current | $ 45,000 |