Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Jul. 19, 2018 | Jun. 30, 2017 | |
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 | 665,925,639 | ||
Entity Public Float | $ 222,143 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 28,438 | $ 60,085 |
Total Current Assets | 28,438 | 60,085 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 75,674 | 35,214 |
Accounts payable - related party | 119,680 | 23,500 |
Stock payable | 30,000 | |
Convertible notes, net of $90,718 and $215,721 debt discount as of December 31, 2017 and 2016, respectively | 426,678 | 225,595 |
Derivative liability | 1,831,630 | 1,005,378 |
Total Current Liabilities | 2,483,662 | 1,289,687 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, 51 and 51 shares issued and outstanding, respectively | ||
Common stock, par value $0.001 per share, 5,000,000,000 shares authorized, 576,193,639 and 87,676,435 shares issued and outstanding at December 31, 2017 and 2016, respectively | 576,194 | 87,677 |
Additional paid-in capital | 525,366 | 681,867 |
Accumulated deficit | (3,556,784) | (1,999,146) |
Total stockholders' deficit | (2,455,224) | (1,229,602) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 28,438 | $ 60,085 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Convertible notes, debt discount | $ 90,718 | $ 215,721 |
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 | 51 |
Preferred stock, shares outstanding | 51 | 51 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 576,193,639 | 87,676,435 |
Common stock, shares outstanding | 576,193,639 | 87,676,435 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 15,503 | $ 72,722 |
Cost of Services | 53,781 | 107,156 |
GROSS LOSS | (38,278) | (34,434) |
OPERATING EXPENSES | ||
Selling, general and administrative expenses | 254,724 | 216,451 |
Stock based compensation | 30,000 | 216,669 |
Total Operating Expenses | 284,724 | 433,120 |
OTHER EXPENSES | ||
Interest expense | (352,811) | (287,772) |
Loss on derivative liabilities | (896,825) | (845,571) |
Accounts payable written off | 15,000 | |
Commitment fee | (200,000) | |
Total other expenses | (1,234,636) | (1,333,343) |
OPERATING LOSS | (1,557,638) | (1,800,897) |
NET LOSS | $ (1,557,638) | $ (1,800,897) |
Basic and Diluted Loss per Common Share (in dollars per share) | $ 0 | $ (0.08) |
Basic and Diluted Weighted Average Common Shares Outstanding (in shares) | 391,580,652 | 23,297,454 |
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, 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 | ||||
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 | (1,800,897) | (1,800,897) | |||
Balance at Dec. 31, 2016 | $ 87,677 | 681,867 | (1,999,146) | (1,229,602) | |
Balance (in shares) at Dec. 31, 2016 | 87,676,435 | 51 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common shares issued for conversion of debt | $ 488,517 | (369,125) | 119,392 | ||
Common shares issued for conversion of debt (in shares) | 488,517,204 | ||||
Derivative reclass to APIC due to conversion | 212,624 | 212,624 | |||
Net loss | (1,557,638) | (1,557,638) | |||
Balance at Dec. 31, 2017 | $ 576,194 | $ 525,366 | $ (3,556,784) | $ (2,455,224) | |
Balance (in shares) at Dec. 31, 2017 | 576,193,639 | 51 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,557,638) | $ (1,800,897) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Note payable issued as equity commitment fee | 200,000 | |
Stock - based compensation | 30,000 | 174,000 |
Issuance of preferred shares for voting control | 42,669 | |
Loss on derivative liability | 896,825 | 845,571 |
Amortization of debt discount | 283,503 | 266,517 |
Changes in operating assets and liabilities: | ||
Accounts payable - related party | 95,400 | 23,500 |
Accounts payable and accrued liabilities | 67,433 | 3,367 |
Net cash used in operating activities | (184,477) | (245,273) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Advancement from related party | 780 | |
Proceeds from convertible debt | 152,050 | 283,750 |
Payment for cancellation of common shares | (75) | |
Net cash provided by financing activities | 152,830 | 283,675 |
Net increase (decrease) in cash and cash equivalents | (31,647) | 38,402 |
Cash and cash equivalents - beginning of period | 60,085 | 21,683 |
Cash and cash equivalents - end of period | 28,438 | 60,085 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Debt discount from derivative liability | 142,050 | 448,988 |
Derivative reclass to APIC due to conversion | 212,624 | 289,181 |
Common shares issued for conversion of debt and accrued interest | $ 119,392 | $ 81,463 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2017 | |
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. |
BASIS OF PRESENTATION AND ACCOU
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016. 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 $28,438 and $60,085 in cash and cash equivalents as at December 31, 2017 and December 31, 2016, 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. Earnings (Loss) per Share The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the loss of the Company. For the years ended December 31, 2017 and December 31, 2016, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive. The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted loss per common shares: Year Ended December 31, 2017 2016 NET LOSS $ (1,557,638 ) $ (1,800,897 ) Basic and Diluted Loss per Common Share $ (0.00 ) $ (0.08 ) Basic and Diluted Weighted Average Common Shares Outstanding 391,580,652 23,297,454 For the year ended December 31, 2017, 9,318,484,909 common shares from convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive. 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. For the year ended December 31, 2017 and December 31, 2016, the stock based compensation was $30,000 and $216,669, respectively. 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 - December 31, 2016 $ 1,005,378 Derivative reclassed to APIC due to debt conversion (212,624 ) Addition of new derivative liabilities upon issuance of convertible notes as debt discount 134,550 Addition of new derivatives liabilities recognized as day one loss 508,665 Loss on change in fair value of the derivative 395,661 Balance - December 31, 2017 $ 1,831,630 The following table summarizes fair value measurement by level at December 31, 2017 and December 31, 2016, measured at fair value on a recurring basis: December 31, 2017 Level 1 Level 2 Level 3 Total Assets None - - - - Liabilities Derivative liabilities - - 1,831,630 1,831,630 December 31, 2016 Level 1 Level 2 Level 3 Total Assets None - - - - Liabilities Derivative liabilities - - 1,005,378 1,005,378 |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2017 | |
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 DEFICIT
STOCKHOLDERS DEFICIT | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 4 – STOCKHOLDERS DEFICIT 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 51 preferred shares issued and outstanding as at December 31, 2017 and December 31, 2016. Common Stock The Company has authorized 5,000,000,000 shares with a par value $0.001 per share. During the years ended December 31, 2017, the Company issued 488,517,204 common shares for conversion of debt and accrued interest in the amount of $119,392. As of December 31, 2017 and December 31, 2016, the common shares issued and outstanding was 576,193,639 and 87,676,435, respectively. 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. As of December 31, 2017, the Company recorded stock payable for 300,000 outstanding common shares of $30,000 not yet issued to the consultant for service performed. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE The Company had the following unsecured notes payable as at December 31, 2017 and December 31, 2016: December 31, 2017 December 31, 2016 Convertible Promissory Note to Crown Bridge $ 2,404 $ 13,289 Convertible Promissory Notes to Auctus Fund 179,172 68,226 Convertible Promissory Notes to EMA Financial 89,686 11,667 Convertible Promissory Notes to Black Bridge Capital 100,000 26,667 Convertible Promissory Notes to Tangiers 23,801 100,955 Convertible Promissory Notes to Denali 31,615 4,791 Total Convertible Debt $ 426,678 $ 225,595 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 and the discount of $34,000 is being amortized over the life of the note using the effective interest method resulting in $10,000 and $24,000 of interest expense for the year ended December 31, 2017 and December 31, 2016, respectively. During the year ended December 31, 2016, principals of $16,711 was converted for 15,341,000 common shares. During the year ended December 31, 2017, principal of $20,885 was converted for 92,296,000 common shares. As of December 31, 2017, the note is presented net of a debt discount of $0. The note is currently in default. Promissory Notes Payable to Auctus Fund Auctus #1 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 and the discount of $60,000 is being amortized over the life of the note using the effective interest method resulting in $14,542 and $45,458 of interest expense for the year ended December 31, 2017 and December 31, 2016, respectively. 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. During the year ended December 31, 2017, principal of $15,278 and accrued interest of $5,975 were converted for 111,460,000 common shares. As of December 31, 2017, the note is presented net of a debt discount of $0. The note is currently in default. Auctus #2 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 and the discount of $50,000 is being amortized over the life of the note using the effective interest method resulting in $35,607 and $14,393 of interest expense for the year ended December 31, 2017 and December 31, 2016, respectively. On July 7 2017, note amendment was executed with $20,000 increase in principal of the note and the note principle increased to $76,750. The Company received $20,000 cash proceeds from the note amendment on the same date. As of December 31, 2017, the notes are presented net of a debt discount of $0. The note is currently in default. Auctus #3 On January 13, 2017, the Company entered into an agreement with Power Up Lending Group to issue a convertible promissory note of $45,000 with a $2,500 original issue discount to the unrelated party, which bears interest at 8% of the principal amount. The promissory note matures on January 13, 2018. The conversion price shall be equal to 57.5% 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 $45,000 is being amortized over the life of the note using the effective interest method. Total of $40,843 of the discount was recorded as interest expense for the year ended December 31, 2017. During the year ended December 31, 2017, principal of $6,700 was converted for 30,455,486 common shares. On June 14, 2017, the Company entered into an agreement with Power Up Lending Group to issue a convertible promissory note of $7,500 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on March 20, 2018. The conversion price shall be equal to 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 $7,500 is being amortized over the life of the note using the effective interest method. Total of $4,462 of the discount was recorded as interest expense for the year ended December 31, 2017. On November 27, 2017, Auctus Fund, LLC entered into an agreement with Power Up Lending Group Ltd. to buy out the total outstanding principal amount and accrued interest of the two convertible promissory notes at $50,774.54. The note bears interest at 12% of the principal amount and matures on March 20, 2018. The conversion price shall be equal 57.5% 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. During the year ended December 31, 2017, interest expense of $2,165 was recorded over the remaining note discount transferred the two convertible notes of $7,195. As of December 31 2017, the note is presented net of a debt discount of $5,030. Auctus #4 On November 2, 2017, the Company entered into an agreement to issue a convertible promissory note of $53,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on August 2, 2018. The conversion price shall be equal to 50% 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. The note was discounted for a derivative and the discount of $53,000 is being amortized over the life of the note using the effective interest method. Total of $11,454 of the discount was recorded as interest expense for the year ended December 31, 2017. As of December 31 2017, the note is presented net of a debt discount of $41,546. Promissory Note Payable to EMA Financial, LLC EMA#1 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 $21,774 and $7,976 of interest expense for the year ended December 31, 2017 and December 31, 2016, respectively. During the year ended December 31, 2017, principal of $7,538 were converted for 123,242,000 common shares. EMA#2 On November 3, 2016, the Company entered into an agreement with Blackbridge Capital Growth Funds, LLC 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 on November 3, 2017. 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 $50,465 and $9,535 of interest expense for the year ended December 31, 2017 and December 31, 2016, respectively. During the year ended December 31, 2017, principal of $10,810 were converted for 65,000,000 common shares. On September 27 2017, EMA Financial, LLC entered into an agreement with Blackbridge Capital Growth Funds, LLC to buy out the outstanding principal amount and accrued interest of the convertible promissory note at $53,367.22. The note bears interest at 8% of the principal amount and matures on November 3, 2017. The conversion price shall be equal to 57.5% 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. As of December 31, 2017, the notes are presented net of a debt discount of $0. The note is currently in default. EMA#3 On October 31, 2017, the Company entered into an agreement to issue a convertible promissory note of $53,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on October 31, 2018. The conversion price shall be equal to 50% 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. The note was discounted for a derivative and the discount of $53,000 is being amortized over the life of the note using the effective interest method. Total of $8,858 of the discount was recorded as interest expense for the year ended December 31, 2017. As of December 31 2017, the note is presented net of a debt discount of $44,142. Promissory Note Payable to Blackbridge Capital Growth Fund, LLC 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 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 nine months ended September 30, 2017, an amount of $75,000 was amortized into interest expense in relation to the debt discount. As of December 31, 2017, the notes are presented net of a debt discount of $0. The note is currently in default. 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. On March 3, 2017, the Company voluntarily withdrew the registration statement. 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, 2017, the note is presented net of a debt discount of $0. On January 10, 2017, the Company entered into an Assignment Agreement that Denali acquired $50,000 of the $100,000 note held by Tangiers. As at January 10, 2017, $50,000 of principal remained with Tangiers. During the year ended December 31, 2017, principal of $26,199 was converted for 49,905,893 common shares. The note is currently in default. Notes Payable to Denali Denali #1 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. During the year ended December 31, 2017, principal of $4,791 and accrued interest of $38 was converted for 3,974,519 common shares. The note has been fully converted and has no remaining balance as of December 31, 2017. Denali #2 On January 10, 2017, the Company entered into an Assignment Agreement that Denali acquired $50,000 of the $100,000 note held by Tangiers. During the year ended December 31, 2017, principal of $18,385 was converted for 9,884,409 common shares. The note is currently in default. 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. On December 5, 2016, Tangiers assigned $16,000 of the note payable to Denali. During the year ended December 31, 2016, $40,545 was converted for 23,743,209 common shares. During the year ended December 31, 2017, principal of $955 and interest of $1,838 was converted for 2,298,897 common shares. The note has been fully converted and has no remaining balance as of December 31, 2017. Accrued interest on convertible notes During the year ended December 31, 2017 and December 31, 2016, interest expense of $69,308 and $21,255 was incurred on convertible notes, respectively. As of December 31, 2017 and December 31, 2016, accrued interest payable on convertible notes was $70,049 and $20,214, respectively. Summary of Conversions During the year ended December 31, 2017, $111,542 principal amount of the convertible note and $7,850 accrued interest was converted for 488,517,204 common shares. 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. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Liability [Abstract] | |
DERIVATIVE LIABILITY | NOTE 6 – 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 December 31, 2017: Balance - December 31, 2016 $ 1,005,378 Derivative reclassed to APIC due to debt conversion (212,624 ) Addition of new derivative liabilities upon issuance of convertible notes as debt discount 134,550 Addition of new derivatives liabilities recognized as day one loss 508,665 Loss (Gain) on change in fair value of the derivative 395,661 Balance - December 31, 2017 $ 1,831,630 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 Year Ended December 31, 2017 December 31, 2016 Expected term 0.04 - 0.83 years 0.14 - 0.84 years Expected average volatility 207% - 415% 250.58% - 440.58% Expected dividend yield - - Risk-free interest rate 0.97% - 1.76% 0.48% - 0.74% |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2017, the Company accrued $120,000 of salary payable to one related party, and paid $24,600 owing to two related parties for accrued salaries. During the year ended December 31, 2017, a related party advanced $780 to the Company. The amount due to the related party is unsecured and non-interest bearing with no set terms of repayment. As of December 31, 2017 and December 31, 2016, amount due to related parties was $119,680 and $23,500, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – 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 components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory federal income tax rate at 34% recorded for the years ended December 31, 2017 and December 31, 2016 is as follows: December 31, 2017 December 31, 2016 Net operating loss carryforward $ 1,367,856 $ 737,043 Tax Rate 34 % 34 % Deferred tax asset 465,071 250,595 Less: Valuation allowance (465,071 ) (250,595 ) Deferred tax asset $ - $ - The Company has approximately $1,367,856 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. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has considered the accounting impact of the effects of the Act during the year ended December 31, 2017 including a reduction in the corporate tax rate from 34% to 21% among other changes. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Subsequent to December 31, 2017 and through the date that these financials were made available, the Company had the following subsequent events: On February 20, 2018, a note amendment was executed with $5,636.04 increase in the principal amount of the convertible note at principal amount of $53,000 issued to EMA Financials LLC on October 31, 2017 for partial repayment made on behalf of the Company to settle the convertible note originally issued to Crown Bridge Partners, LLC on April 1, 2016 and the note principal subsequently increased to $58,636.04. On February 23, 2018, EMA Financial LLC and Auctus Fund, LLC each made repayment to Crown Bridge Partners, LLC on behalf of the Company at $5,636.04, totaling $11,272.08 to settle the total outstanding principal and accrued penalty amount at $11,272.08 of the $40,000 convertible note originally issued to Crown Bridge Partners, LLC on April 1, 2016. On February 23, 2018, a note amendment was executed with $5,636.04 increase in the principal amount of the convertible note at principal amount of $53,000 issued to Auctus Fund, LLC on November 2, 2017 for partial repayment made on behalf of the Company to settle the convertible note originally issued to Crown Bridge Partners, LLC on April 1, 2016 and the note principal subsequently increased to $58,636.04. On March 5, 2018, the Company entered into an agreement with EMA Financial, LLC to issue a convertible promissory note of $30,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on March 5, 2019. The conversion price shall be equal to lower of (i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date, and (ii) 50% of either the lowest sale price for the Common Stock on the Principal Market during the twenty-five consecutive Trading Days including and immediately preceding the Conversion Date, or the closing bid price, whichever is lower. On March 7, 2018, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $30,000 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on December 7, 2018. The conversion price shall be equal to the lesser of (i) 50% multiplied by the lowest Trading Price during the previous twenty-five Trading Day period ending on the latest complete Trading Day prior to the date of this Note and (ii) the Variable Conversion Price, that is 50% multiplied by the Market Price, being the lowest Trading Price for the Common Stock during the twenty-five Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. In March 2018, the Company issued 89,132,000 common shares for conversion of debt in the amount of $1,337. On July 2, 2018, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $43,500 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on April 2, 2019. The conversion price shall be equal to the lesser of (i) 50% multiplied by the lowest Trading Price during the previous twenty-five Trading Day period ending on the latest complete Trading Day prior to the date of this Note and (ii) the Variable Conversion Price, that is 50% multiplied by the Market Price, being the lowest Trading Price for the Common Stock during the twenty-five Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. In conjunction with the convertible note, the Company issued warrants to purchase 72,500,000 shares of common stock, exercisable for five years from issuance at $0.0003 per share. On July 2, 2018, the Company entered into an agreement with EMA Financial, LLC to issue a convertible promissory note of $43,500 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matures on April 2, 2019. The conversion price shall be equal to the lesser of (i) 50% multiplied by the lowest Trading Price during the previous twenty-five Trading Day period ending on the latest complete Trading Day prior to the date of this Note and (ii) the Variable Conversion Price, that is 50% multiplied by the Market Price, being the lowest Trading Price for the Common Stock during the twenty-five Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. In conjunction with the convertible note, the Company issued warrants to purchase 72,500,000 shares of common stock, exercisable for five years from issuance at $0.0003 per share. |
BASIS OF PRESENTATION AND ACC16
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016. |
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 $28,438 and $60,085 in cash and cash equivalents as at December 31, 2017 and December 31, 2016, 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. |
Earnings (Loss) per Share | Earnings (Loss) per Share The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the loss of the Company. For the years ended December 31, 2017 and December 31, 2016, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive. The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted loss per common shares: Year Ended December 31, 2017 2016 NET LOSS $ (1,557,638 ) $ (1,800,897 ) Basic and Diluted Loss per Common Share $ (0.00 ) $ (0.08 ) Basic and Diluted Weighted Average Common Shares Outstanding 391,580,652 23,297,454 For the year ended December 31, 2017, 9,318,484,909 common shares from convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive. |
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. For the year ended December 31, 2017 and December 31, 2016, the stock based compensation was $30,000 and $216,669, respectively. |
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 - December 31, 2016 $ 1,005,378 Derivative reclassed to APIC due to debt conversion (212,624 ) Addition of new derivative liabilities upon issuance of convertible notes as debt discount 134,550 Addition of new derivatives liabilities recognized as day one loss 508,665 Loss on change in fair value of the derivative 395,661 Balance - December 31, 2017 $ 1,831,630 The following table summarizes fair value measurement by level at December 31, 2017 and December 31, 2016, measured at fair value on a recurring basis: December 31, 2017 Level 1 Level 2 Level 3 Total Assets None - - - - Liabilities Derivative liabilities - - 1,831,630 1,831,630 December 31, 2016 Level 1 Level 2 Level 3 Total Assets None - - - - Liabilities Derivative liabilities - - 1,005,378 1,005,378 |
BASIS OF PRESENTATION AND ACC17
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of earnings per share basic and diluted | Year Ended December 31, 2017 2016 NET LOSS $ (1,557,638 ) $ (1,800,897 ) Basic and Diluted Loss per Common Share $ (0.00 ) $ (0.08 ) Basic and Diluted Weighted Average Common Shares Outstanding 391,580,652 23,297,454 |
Schedule of change in the level 3 financial instrument | Balance - December 31, 2016 $ 1,005,378 Derivative reclassed to APIC due to debt conversion (212,624 ) Addition of new derivative liabilities upon issuance of convertible notes as debt discount 134,550 Addition of new derivatives liabilities recognized as day one loss 508,665 Loss on change in fair value of the derivative 395,661 Balance - December 31, 2017 $ 1,831,630 |
Schedule of fair value on a recurring basis | December 31, 2017 Level 1 Level 2 Level 3 Total Assets None - - - - Liabilities Derivative liabilities - - 1,831,630 1,831,630 December 31, 2016 Level 1 Level 2 Level 3 Total Assets None - - - - Liabilities Derivative liabilities - - 1,005,378 1,005,378 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable [Abstract] | |
Schedule of convertible notes payable | December 31, 2017 December 31, 2016 Convertible Promissory Note to Crown Bridge $ 2,404 $ 13,289 Convertible Promissory Notes to Auctus Fund 179,172 68,226 Convertible Promissory Notes to EMA Financial 89,686 11,667 Convertible Promissory Notes to Black Bridge Capital 100,000 26,667 Convertible Promissory Notes to Tangiers 23,801 100,955 Convertible Promissory Notes to Denali 31,615 4,791 Total Convertible Debt $ 426,678 $ 225,595 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Liability [Abstract] | |
Schedule of derivative liabilities | Balance - December 31, 2016 $ 1,005,378 Derivative reclassed to APIC due to debt conversion (212,624 ) Addition of new derivative liabilities upon issuance of convertible notes as debt discount 134,550 Addition of new derivatives liabilities recognized as day one loss 508,665 Loss (Gain) on change in fair value of the derivative 395,661 Balance - December 31, 2017 $ 1,831,630 |
Schedule of Black-Scholes option-pricing model inputs used to value the derivative liability at each measurement | Year Ended Year Ended December 31, 2017 December 31, 2016 Expected term 0.04 - 0.83 years 0.14 - 0.84 years Expected average volatility 207% - 415% 250.58% - 440.58% Expected dividend yield - - Risk-free interest rate 0.97% - 1.76% 0.48% - 0.74% |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of fully reserved the benefit from tax loss carryforward | December 31, 2017 December 31, 2016 Net operating loss carryforward $ 1,367,856 $ 737,043 Tax Rate 34 % 34 % Deferred tax asset 465,071 250,595 Less: Valuation allowance (465,071 ) (250,595 ) Deferred tax asset $ - $ - |
BASIS OF PRESENTATION AND ACC21
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
NET LOSS | $ (1,557,638) | $ (1,800,897) |
Basic and Diluted Loss per Common Share (in dollars per share) | $ 0 | $ (0.08) |
Basic and Diluted Weighted Average Common Shares Outstanding (in shares) | 391,580,652 | 23,297,454 |
BASIS OF PRESENTATION AND ACC22
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Balance - December 31, 2016 | $ 1,005,378 | |
Derivative reclassed to APIC due to debt conversion | (212,624) | $ (289,181) |
Addition of new derivative liabilities upon issuance of convertible notes as debt discount | 134,550 | |
Addition of new derivatives liabilities recognized as day one loss | 508,665 | |
Loss on change in fair value of the derivative | 395,661 | |
Balance - December 31, 2017 | $ 1,831,630 | $ 1,005,378 |
BASIS OF PRESENTATION AND ACC23
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details 2) - Recurring - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Derivative asset | $ 0 | $ 0 |
Liabilities | ||
Derivative liabilities | 1,831,630 | 1,005,378 |
Level 1 | ||
Assets | ||
Derivative asset | 0 | 0 |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Level 2 | ||
Assets | ||
Derivative asset | 0 | 0 |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Level 3 | ||
Assets | ||
Derivative asset | 0 | 0 |
Liabilities | ||
Derivative liabilities | $ 1,831,630 | $ 1,005,378 |
BASIS OF PRESENTATION AND ACC24
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 28,438 | $ 60,085 | $ 21,683 |
Stock based compensation | $ 30,000 | $ 216,669 | |
Common shares from convertible notes were excluded from the computation of diluted net loss per share | 9,318,484,909 |
STOCKHOLDERS EQUITY (Detail Tex
STOCKHOLDERS EQUITY (Detail Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
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 | 51 | 51 |
Preferred stock, shares outstanding | 51 | 51 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued | 576,193,639 | 87,676,435 |
Common stock, shares outstanding | 576,193,639 | 87,676,435 |
Number of shares under stock payable | 300,000 | |
Value of shares under stock payable | $ 30,000 | |
Issuance of preferred shares for voting control | $ 42,669 | |
Common Stock | ||
Stockholders Equity [Line Items] | ||
Common stock issued for services value | $ 174,000 | |
Number of common stock issued for services | 2,250,000 | |
Common shares issued for conversion of debt (in shares) | 488,517,204 | 66,406,458 |
Conversion of debt amount | $ 119,392 | |
Chief executive officer | Series A Preferred Stock | ||
Stockholders Equity [Line Items] | ||
Preferred stock, shares issued | 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. | |
Issuance of preferred shares for voting control | $ 42,669 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2017 | Jan. 10, 2017 | Dec. 31, 2016 | Dec. 05, 2016 | Nov. 03, 2016 | May 20, 2016 | Apr. 01, 2016 |
Short-term Debt [Line Items] | |||||||
Total Convertible Debt | $ 426,678 | $ 225,595 | |||||
Convertible promissory note | |||||||
Short-term Debt [Line Items] | |||||||
Total Convertible Debt | 426,678 | 225,595 | |||||
Convertible promissory note | Crown Bridge | |||||||
Short-term Debt [Line Items] | |||||||
Total Convertible Debt | 2,404 | 13,289 | $ 40,000 | ||||
Convertible promissory note | Auctus Fund, LLC | |||||||
Short-term Debt [Line Items] | |||||||
Total Convertible Debt | 179,172 | 68,226 | $ 67,750 | ||||
Convertible promissory note | EM Financial | |||||||
Short-term Debt [Line Items] | |||||||
Total Convertible Debt | 89,686 | 11,667 | |||||
Convertible promissory note | Blackbridge Capital Growth Fund, LLC | |||||||
Short-term Debt [Line Items] | |||||||
Total Convertible Debt | 100,000 | 26,667 | $ 60,000 | ||||
Convertible promissory note | Tangiers | |||||||
Short-term Debt [Line Items] | |||||||
Total Convertible Debt | 23,801 | $ 100,000 | 100,955 | ||||
Convertible promissory note | Denali 1 | |||||||
Short-term Debt [Line Items] | |||||||
Total Convertible Debt | $ 31,615 | $ 4,791 | $ 57,500 |
NOTES PAYABLE (Detail Textuals)
NOTES PAYABLE (Detail Textuals) | Jul. 07, 2017USD ($) | Jun. 14, 2017USD ($)Day | Jan. 13, 2017USD ($)Dayshares | Nov. 03, 2016USD ($)Day$ / shares | Sep. 07, 2016USD ($)Day | Nov. 27, 2017USD ($)Day | Oct. 31, 2017USD ($)Day | Sep. 27, 2017USD ($)DayNote | Sep. 20, 2016USD ($)Day | May 20, 2016USD ($)Day | Apr. 01, 2016USD ($)Day | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares |
Short-term Debt [Line Items] | |||||||||||||
Convertible Notes Payable, Current | $ 426,678 | $ 225,595 | |||||||||||
Amortization of debt discount | 283,503 | 266,517 | |||||||||||
Interest expense | 352,811 | 287,772 | |||||||||||
Common shares purchased | $ 576,194 | $ 87,677 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Convertible notes issued | $ 119,392 | $ 81,463 | |||||||||||
Convertible promissory note | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible Notes Payable, Current | 426,678 | 225,595 | |||||||||||
Interest expense | 69,308 | 21,255 | |||||||||||
Accrued interest | $ 70,049 | $ 20,214 | |||||||||||
Number of common shares issued in relation to principal debt and interest | shares | 488,517,204 | 66,406,458 | |||||||||||
Convertible notes issued | $ 111,542 | $ 66,407 | |||||||||||
Convertible promissory note | Crown Bridge | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible Notes Payable, Current | $ 40,000 | 2,404 | 13,289 | ||||||||||
Convertible promissory notes, original issue discount | $ 6,000 | 0 | |||||||||||
Convertible redeemable 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 | 10,000 | 24,000 | |||||||||||
Debt principal amount | $ 20,885 | $ 16,711 | |||||||||||
Number of common shares issued in relation to principal debt and interest | shares | 92,296,000 | 15,341,000 | |||||||||||
Convertible promissory note | Auctus #1 | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible Notes Payable, Current | $ 67,750 | $ 179,172 | $ 68,226 | ||||||||||
Convertible promissory notes, original issue discount | $ 7,750 | 0 | |||||||||||
Convertible redeemable note interest rate | 10.00% | ||||||||||||
Convertible promissory notes, maturity period | 9 months | ||||||||||||
Convertible promissory notes percentage of stock price trigger | 50.00% | ||||||||||||
Convertible promissory notes, trading days | Day | 25 | ||||||||||||
Amortization of debt discount | $ 60,000 | ||||||||||||
Interest expense | 14,542 | 45,458 | |||||||||||
Debt principal amount | 15,278 | 7,219 | |||||||||||
Accrued interest | $ 5,975 | $ 4,090 | |||||||||||
Number of common shares issued in relation to principal debt and interest | shares | 111,460,000 | 16,621,000 | |||||||||||
Convertible promissory note | Auctus #2 | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible Notes Payable, Current | $ 76,750 | $ 56,750 | |||||||||||
Convertible promissory notes, original issue discount | $ 6,750 | $ 0 | |||||||||||
Convertible redeemable note interest rate | 10.00% | ||||||||||||
Convertible promissory notes, maturity period | 9 months | ||||||||||||
Convertible promissory notes percentage of stock price trigger | 50.00% | ||||||||||||
Convertible promissory notes, trading days | Day | 25 | ||||||||||||
Amortization of debt discount | $ 50,000 | ||||||||||||
Interest expense | 35,607 | $ 14,393 | |||||||||||
Increase in principal of note | 20,000 | ||||||||||||
Proceeds from promissory notes | $ 20,000 | ||||||||||||
Convertible promissory note | Ema Financial | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible Notes Payable, Current | $ 35,000 | $ 53,000 | $ 53,367.22 | ||||||||||
Convertible promissory notes, original issue discount | $ 5,250 | $ 0 | 44,142 | ||||||||||
Convertible redeemable note interest rate | 10.00% | 12.00% | 8.00% | ||||||||||
Convertible promissory notes, maturity period | 12 months | ||||||||||||
Convertible promissory notes percentage of stock price trigger | 50.00% | 50.00% | 57.50% | ||||||||||
Convertible promissory notes, trading days | Day | 25 | 25 | 20 | ||||||||||
Amortization of debt discount | $ 29,750 | $ 53,000 | |||||||||||
Interest expense | $ 8,858 | 21,774 | 7,976 | ||||||||||
Debt principal amount | $ 7,538 | ||||||||||||
Number of common shares issued in relation to principal debt and interest | shares | 123,242,000 | ||||||||||||
Convertible promissory note maturity date | Oct. 31, 2018 | Nov. 3, 2017 | |||||||||||
Convertible promissory note | Blackbridge Capital Growth Fund, LLC | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible Notes Payable, Current | $ 60,000 | $ 100,000 | 26,667 | ||||||||||
Convertible redeemable note interest rate | 8.00% | ||||||||||||
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 | 50,465 | $ 9,535 | |||||||||||
Debt principal amount | $ 10,810 | ||||||||||||
Number of common shares issued in relation to principal debt and interest | shares | 65,000,000 | ||||||||||||
Convertible promissory note maturity date | Nov. 3, 2017 | ||||||||||||
Convertible promissory note | Blackbridge Capital Growth Fund, LLC | Investment Agreement | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible Notes Payable, Current | $ 100,000 | ||||||||||||
Convertible promissory notes, original issue discount | $ 100,000 | $ 0 | |||||||||||
Convertible redeemable note interest rate | 8.00% | ||||||||||||
Convertible promissory notes percentage of stock price trigger | 57.50% | ||||||||||||
Convertible promissory notes, trading days | Day | 20 | ||||||||||||
Interest expense | 75,000 | ||||||||||||
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 maturity date | Nov. 3, 2017 | ||||||||||||
Convertible promissory note | Power Up Lending Group | January 13, 2017 | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible Notes Payable, Current | $ 45,000 | ||||||||||||
Convertible promissory notes, original issue discount | $ 2,500 | ||||||||||||
Convertible redeemable note interest rate | 8.00% | ||||||||||||
Convertible promissory notes percentage of stock price trigger | 57.50% | ||||||||||||
Convertible promissory notes, trading days | Day | 20 | ||||||||||||
Amortization of debt discount | $ 45,000 | ||||||||||||
Interest expense | 40,843 | ||||||||||||
Debt principal amount | $ 6,700 | ||||||||||||
Number of common shares issued in relation to principal debt and interest | shares | 30,455,486 | ||||||||||||
Convertible promissory note maturity date | Jan. 13, 2018 | ||||||||||||
Convertible promissory note | Power Up Lending Group | June 14, 2017 | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible Notes Payable, Current | $ 7,500 | ||||||||||||
Convertible redeemable note interest rate | 12.00% | ||||||||||||
Convertible promissory notes percentage of stock price trigger | 50.00% | ||||||||||||
Convertible promissory notes, trading days | Day | 20 | ||||||||||||
Amortization of debt discount | $ 7,500 | ||||||||||||
Interest expense | 4,462 | ||||||||||||
Convertible promissory note maturity date | Mar. 20, 2018 | ||||||||||||
Convertible promissory note | Power Up Lending Group | November 27, 2017 | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible Notes Payable, Current | $ 50,774.54 | ||||||||||||
Convertible promissory notes, original issue discount | $ 7,195 | 5,030 | |||||||||||
Convertible redeemable note interest rate | 12.00% | ||||||||||||
Convertible promissory notes percentage of stock price trigger | 57.50% | ||||||||||||
Interest expense | 2,165 | ||||||||||||
Convertible promissory note maturity date | Mar. 20, 2018 | ||||||||||||
Number of convertible notes | Note | 2 | ||||||||||||
Convertible promissory note | Power Up Lending Group | November 2, 2017 | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible Notes Payable, Current | $ 53,000 | ||||||||||||
Convertible promissory notes, original issue discount | 41,546 | ||||||||||||
Convertible redeemable note interest rate | 12.00% | ||||||||||||
Convertible promissory notes percentage of stock price trigger | 50.00% | ||||||||||||
Convertible promissory notes, trading days | Day | 25 | ||||||||||||
Amortization of debt discount | $ 53,000 | ||||||||||||
Interest expense | $ 11,454 | ||||||||||||
Convertible promissory note maturity date | Aug. 2, 2018 |
NOTES PAYABLE (Detail Textuals
NOTES PAYABLE (Detail Textuals 1) | Apr. 04, 2016USD ($)Day$ / shares | Apr. 28, 2016shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Jan. 10, 2017USD ($) | Dec. 05, 2016USD ($) |
Short-term Debt [Line Items] | ||||||
Total Convertible Debt | $ 426,678 | $ 225,595 | ||||
Amortization of debt discount | 283,503 | 266,517 | ||||
Common shares issued for conversion of debt | 119,392 | 81,463 | ||||
Interest Expense | 352,811 | 287,772 | ||||
Common shares purchased | $ 576,194 | $ 87,677 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||
Convertible promissory note | ||||||
Short-term Debt [Line Items] | ||||||
Total Convertible Debt | $ 426,678 | $ 225,595 | ||||
Common shares issued for conversion of debt | 111,542 | 66,407 | ||||
Interest Expense | 69,308 | 21,255 | ||||
Accrued interest | 70,049 | $ 20,214 | ||||
Accrued interest of convertible debt | $ 7,850 | |||||
Common shares issued for conversion of debt (in shares) | shares | 488,517,204 | 66,406,458 | ||||
Convertible promissory note | Tangiers | ||||||
Short-term Debt [Line Items] | ||||||
Total Convertible Debt | $ 23,801 | $ 100,955 | $ 100,000 | |||
Convertible redeemable 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 | |||||
Common shares issued for conversion of debt | $ 26,199 | |||||
Debt principal amount | 50,000 | |||||
Common shares issued for conversion of debt (in shares) | shares | 49,905,893 | |||||
Common shares purchased | $ 5,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||
Commitment fee expense | $ 100,000 | 100,000 | ||||
Number of common stock for which filed for registration with securities and exchange commission | shares | 3,500,000 | |||||
Convertible promissory note | Denali 1 | ||||||
Short-term Debt [Line Items] | ||||||
Notes Payable | $ 16,000 | |||||
Total Convertible Debt | $ 31,615 | 4,791 | $ 57,500 | |||
Common shares issued for conversion of debt | 4,791 | 11,209 | ||||
Interest Expense | $ 38 | $ 6 | ||||
Common shares issued for conversion of debt (in shares) | shares | 3,974,519 | 10,701,249 | ||||
Convertible promissory note | Denali 2 | ||||||
Short-term Debt [Line Items] | ||||||
Notes Payable | 50,000 | |||||
Total Convertible Debt | $ 100,000 | |||||
Common shares issued for conversion of debt | $ 18,385 | |||||
Common shares issued for conversion of debt (in shares) | shares | 9,884,409 | |||||
Convertible promissory note | Tangiers | ||||||
Short-term Debt [Line Items] | ||||||
Total Convertible Debt | 57,500 | |||||
Convertible promissory notes, original issue discount | $ 7,500 | |||||
Convertible redeemable 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 | |||||
Common shares issued for conversion of debt | $ 955 | $ 40,545 | ||||
Interest Expense | $ 1,838 | |||||
Common shares issued for conversion of debt (in shares) | shares | 2,298,897 | 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% |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Derivative Liabilities [Roll Forward] | |
Balance - December 31, 2016 | $ 1,005,378 |
Derivative reclassed to APIC due to debt conversion | (212,624) |
Addition of new derivative liabilities upon issuance of convertible notes as debt discount | 134,550 |
Addition of new derivatives liabilities recognized as day one loss | 508,665 |
Loss (Gain) on change in fair value of the derivative | 395,661 |
Balance - December 31, 2017 | $ 1,831,630 |
DERIVATIVE LIABILITY (Details 1
DERIVATIVE LIABILITY (Details 1) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Derivative [Line Items] | ||
Expected term | 15 days | 1 month 21 days |
Expected average volatility | 207.00% | 250.58% |
Risk-free interest rate | 0.97% | 0.48% |
Maximum | ||
Derivative [Line Items] | ||
Expected term | 9 months 29 days | 10 months 2 days |
Expected average volatility | 415.00% | 440.58% |
Risk-free interest rate | 1.76% | 0.74% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | ||
Accrued salaries, current | $ 120,000 | |
Repayment of notes - related party | 24,600 | |
Advancement from related party | 780 | |
Amount due to related parties | $ 119,680 | $ 23,500 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 1,367,856 | $ 737,043 |
Tax Rate | 34.00% | 34.00% |
Deferred tax asset | $ 465,071 | $ 250,595 |
Less: Valuation allowance | (465,071) | (250,595) |
Deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 34.00% | 34.00% |
Net operating loss carryforward | $ 1,367,856 | $ 737,043 |
Corporate income tax rate effective in 2018 | 21.00% |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) | Jul. 02, 2018USD ($)Day$ / sharesshares | Mar. 07, 2018USD ($)Day | Mar. 05, 2018USD ($)Day | Feb. 23, 2018USD ($) | Feb. 20, 2018USD ($) | Mar. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Nov. 02, 2017USD ($) | Oct. 31, 2017USD ($) | Apr. 01, 2016USD ($) |
Subsequent Event [Line Items] | |||||||||||
Repayment of notes - related party | $ 24,600 | ||||||||||
Convertible Notes Payable, Current | 426,678 | $ 225,595 | |||||||||
Common shares issued for conversion of debt | $ 119,392 | $ 81,463 | |||||||||
Convertible promissory note | Crown Bridge Partners, LLC | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt principal amount | $ 40,000 | ||||||||||
Convertible promissory note | EMA Financial LLC | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt principal amount | $ 53,000 | ||||||||||
Convertible promissory note | Auctus Fund, LLC | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt principal amount | $ 53,000 | ||||||||||
Subsequent Event | Convertible promissory note | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of common shares issued in relation to principal debt and interest | shares | 89,132,000 | ||||||||||
Common shares issued for conversion of debt | $ 1,337 | ||||||||||
Subsequent Event | Convertible promissory note | Crown Bridge Partners, LLC | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Repayment of notes - related party | $ 11,272.08 | ||||||||||
Subsequent Event | Convertible promissory note | EMA Financial LLC | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Increase in principal amount of note | $ 5,636.04 | ||||||||||
Debt principal amount | $ 43,500 | $ 30,000 | $ 58,636.04 | ||||||||
Convertible redeemable note interest rate | 12.00% | 12.00% | |||||||||
Convertible promissory notes percentage of stock price trigger | 50.00% | 50.00% | |||||||||
Convertible promissory notes, trading days | Day | 25 | 25 | |||||||||
Convertible promissory note maturity date | Apr. 2, 2019 | Mar. 5, 2019 | |||||||||
Convertible notes, warrant issued to purchase common stock | shares | 72,500,000 | ||||||||||
Convertible notes, maturity period | 5 years | ||||||||||
Common stock price per share | $ / shares | $ 0.0003 | ||||||||||
Subsequent Event | Convertible promissory note | EMA Financial LLC | Crown Bridge Partners, LLC | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Repayment of notes - related party | 5,636.04 | ||||||||||
Subsequent Event | Convertible promissory note | Auctus Fund, LLC | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Increase in principal amount of note | 5,636.04 | ||||||||||
Debt principal amount | $ 43,500 | $ 30,000 | 58,636.04 | ||||||||
Convertible redeemable note interest rate | 12.00% | 12.00% | |||||||||
Convertible promissory notes percentage of stock price trigger | 50.00% | 50.00% | |||||||||
Convertible promissory notes, trading days | Day | 25 | 25 | |||||||||
Convertible promissory note maturity date | Apr. 2, 2019 | Dec. 7, 2018 | |||||||||
Convertible notes, warrant issued to purchase common stock | shares | 72,500,000 | ||||||||||
Convertible notes, maturity period | 5 years | ||||||||||
Common stock price per share | $ / shares | $ 0.0003 | ||||||||||
Subsequent Event | Convertible promissory note | Auctus Fund, LLC | Crown Bridge Partners, LLC | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Repayment of notes - related party | $ 5,636.04 |