Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | Black Stallion Oil & Gas Inc. | ||
Entity Central Index Key | 1,542,335 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 865,524 | ||
Entity Common Stock, Shares Outstanding | 249,879,538 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 216 | |
Prepaid expenses | 118,788 | 2,458 |
Loan to related party | 41,465 | 26,168 |
Total current assets | 160,441 | 28,842 |
Working interest in oil and gas leases | 850,000 | 850,000 |
Intangible assets, net | 1,158 | 3,475 |
TOTAL ASSETS | 1,011,599 | 882,317 |
Current liabilities: | ||
Bank overdraft | 276 | |
Accounts payable and accrued liabilities | 18,554 | 12,855 |
Accrued expenses | 71,900 | |
Notes payable, net of discount | 115,477 | |
Notes payable, interest | 6,680 | |
Derivative liabilities | 405,929 | |
Total Current Liabilities | 618,816 | 12,855 |
Stockholders' Equity | ||
Common stock, $0.0001 par value 6,000,000,000 authorized 145,163,921 shares issued and outstanding at December 31, 2016 45,638,090 shares issued and outstanding at December 31, 2015 | 14,516 | 4,564 |
Additional paid-in capital | 2,191,672 | 1,117,115 |
Common stock subscribed but unissued | 150,000 | 150,000 |
Accumulated deficit | (1,963,406) | (402,217) |
Total Stockholders' Equity | 392,782 | 869,462 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,011,599 | $ 882,317 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders' Equity | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 6,000,000,000 | 6,000,000,000 |
Common stock, issued | 145,163,921 | 45,638,090 |
Common stock, outstanding | 145,163,921 | 45,638,090 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statements Of Operations | ||
Revenue | ||
Operating expenses | ||
Amortization | 2,317 | 2,317 |
Consulting | 415,900 | 81,000 |
Filing | 17,357 | 20,857 |
Finder's fee | 20,590 | |
Other G&A expenses | 12,937 | 22,947 |
Professional fees | ||
Accounting | 1,500 | 4,000 |
Auditor's fees | 12,000 | 8,000 |
Legal fees | 38,932 | 16,287 |
Investor relations | 860 | 12,583 |
Set-up | 2,139 | 12,900 |
Rent expenses | 4,190 | 14,078 |
Website costs | 7,000 | |
Total operating expenses | 528,721 | 201,969 |
Loss from operations | (528,721) | (201,969) |
Other income/ (expense) | ||
Change in derivative liability | 198,106 | |
Interest on convertible notes | (1,222,574) | |
Total other income/expenses | (1,024,468) | |
Net loss before income taxes | (1,561,189) | (201,969) |
Income tax expense | ||
Net Profit (Loss) | $ (1,561,189) | $ (201,969) |
Per share information | ||
Basic, weighted number of common shares outstanding | 69,170,507 | 4,563,890 |
Net profit (loss) per common share | $ (0.0226) | $ (0.0443) |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-In Capital | Common Stock Subscribed | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2013 | 43,872,000 | ||||
Beginning Balance, Amount at Dec. 31, 2013 | $ 4,387 | $ 67,292 | $ (108,011) | $ (36,332) | |
Proceeds from stock subscription - private placement | 150,000 | 150,000 | |||
Net loss | (92,237) | (92,237) | |||
Ending Balance, Shares at Dec. 31, 2014 | 43,872,000 | ||||
Ending Balance, Amount at Dec. 31, 2014 | $ 4,387 | 67,292 | 150,000 | (200,248) | 21,431 |
Common stock subscribed, Shares | 1,766,090 | ||||
Common stock subscribed, Amount | $ 177 | 1,049,823 | 1,050,000 | ||
Net loss | (201,969) | (201,969) | |||
Ending Balance, Shares at Dec. 31, 2015 | 45,638,090 | ||||
Ending Balance, Amount at Dec. 31, 2015 | $ 4,564 | 1,117,115 | 150,000 | (402,217) | 869,462 |
Shares issued for contractor fees, Shares | 50,000,000 | ||||
Shares issued for contractor fees, Amount | $ 5,000 | 45,000 | 50,000 | ||
Conversion of promissory notes to stock July 1, 2016 - September 30, 2016, Shares | 3,501,297 | ||||
Conversion of promissory notes to stock July 1, 2016 - September 30, 2016, Amount | $ 350 | 90,376 | 90,726 | ||
Conversion of promissory notes to stock October 1, 2016 - December 31, 2016, Shares | 46,024,534 | ||||
Conversion of promissory notes to stock October 1, 2016 - December 31, 2016, Amount | $ 4,602 | 159,510 | 164,113 | ||
Reclassification of derivative liabilities to APIC | 779,671 | 779,671 | |||
Net loss | (1,561,189) | (1,561,189) | |||
Ending Balance, Shares at Dec. 31, 2016 | 145,163,921 | ||||
Ending Balance, Amount at Dec. 31, 2016 | $ 14,516 | $ 2,191,672 | $ 150,000 | $ (1,963,406) | $ 392,782 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net profit (loss) | $ (1,561,189) | $ (201,969) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization of debt discount/note premium | (173,523) | |
Depreciation and amortization | 2,317 | 2,317 |
Change in derivative liabilities | 405,929 | |
Changes in assets and liabilities: | ||
Decrease (increase) in prepaid expenses | (116,330) | |
Decrease (increase) in due from related party | (15,486) | (27,247) |
Increase (decrease) in accounts payable | 5,699 | 3,005 |
Increase (decrease) in accrued expenses | 71,900 | |
Increase (decrease) in interest payable | 6,680 | |
Net cash (used in) provided by operating activities | (1,374,002) | (223,894) |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Purchase of capital assets | (50,000) | |
Purchase of intangible assets | ||
Net cash (used in) provided by investment activities | (50,000) | |
Cash flows provided by financing activities: | ||
Bank overdraft | 276 | |
Proceeds from notes payable | 289,000 | |
Proceeds from the sale of common stock and warrants | 250,000 | |
Issuance of common stock | 1,084,509 | |
Net cash (used in) provided by financing activities | 1,373,786 | 250,000 |
Increase (decrease) in cash | (216) | (23,894) |
Cash and cash equivalents, beg of year | 216 | 24,110 |
Cash and cash equivalents, end of year | $ 216 | |
Supplemental schedule of noncash investing & financing activities: | ||
Shares issued to settle debt | $ 50,000 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION | Black Stallion Oil and Gas Inc. (the Company) is a Delaware corporation. The Companys business plan involves exploration and development of oil and gas properties. On September 10, 2013, the Company changed its name to Black Stallion Oil and Gas Inc (formerly Secure IT Corp) and changed its business plan to that of exploration and development of oil and gas properties. Basis of Presentation The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). These financial statements are presented in US dollars. Fiscal Year End The Corporation has adopted a fiscal year end of December 31. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 2- GOING CONCERN | The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of December 31, 2016, the Company has insufficient working capital, has accumulated losses from operations of $1,963,406 and has earned no revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements. To carry out further planned operations, the Company must raise additional funds through additional equity and/or debt issuances. There can be no assurance that this capital will be available, and if it is not, the Company may be forced to curtail or cease exploration and development activities. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Use of Estimates Oil and natural gas properties The Company follows the full-cost method of accounting for oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized. All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit-of-production method using estimates of proved reserves. Investments in unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is included in loss from continuing operations before income taxes and the adjusted carrying amount of the unproved properties is amortized on the unit-of-production method. The Companys oil and gas property represents an investment in unproved properties. These costs are excluded from the amortized cost pool until proved reserves are found or until it is determined that the costs are impaired. All costs excluded are reviewed at least quarterly to determine if impairment has occurred. The amount of any impairment is charged to expense since a reserve base has not yet been established. Impairment requiring a charge to expense may be indicated through evaluation of drilling results, relinquishing drilling rights or other information. Currently, the Company has no economically recoverable reserves and no amortization base. As of December 31, 2016, the Companys unproved oil and gas properties consist of capitalized exploration costs of caring value of $850,000. Limitation on Capitalized Costs Under the full-cost method of accounting, we are required, at the end of each fiscal quarter, to perform a test to determine the limit on the book value of our oil and natural gas properties (the Ceiling Test). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, this excess or impairment is charged to expense and reflected as additional accumulated depreciation, depletion and amortization or as a credit to oil and natural gas properties. The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period (with consideration of price changes only to the extent provided by contractual arrangements including hedging arrangements pursuant to SAB 103), less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus (b) the cost of properties not being amortized (pursuant to Reg. S-X Rule 4-10 (c)(3)(ii)); plus (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties. Cash and Cash Equivalents Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. Accounts Receivable and Uncollectible Receivables Accounts Receivable are recorded at the invoiced amount to the customer and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business, but mitigates associated risks by actively pursuing past due accounts. Receivables that are over 180 days past due are deemed uncollectible and are written off to the statement of operations. Property, Plant and Equipment The Company does not own any property, plant and equipment. Intellectual Properties The Company has adopted the provisions of ASC 350-50, Website Development Costs. All costs incurred during the planning phase of a website are expensed as research and development. Costs incurred in the development stage, including the purchase of a domain name, are capitalized and reviewed annually for impairment. Expenses subsequent to the launch will be expensed as research and development expenses. The Company will expense upgrades and revisions to its website as incurred. Once the website is available for use, the asset will be amortized over its useful life on a straight line basis, estimated to be 3 years, and is tested for impairment annually. Oil and Gas Properties and Impairment The Company follows the full-cost method of accounting for oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized. All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit-of-production method using estimates of proved reserves. Investments in unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is included in loss from continuing operations before income taxes and the adjusted carrying amount of the unproved properties is amortized on the unit-of-production method. Impairment of Long Lived Assets The Company reviews and evaluates long-term assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of ASC 930-360-35 Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Term Assets. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. Earnings per share Our company computes loss per share in accordance with ASC-260, Earnings per Share which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. In periods of losses, basic and diluted loss per share are the same, as the effect of stock warrants and convertible debt on loss per share is anti-dilutive. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive potential shares consist of dilutive shares issuable upon the exercise of outstanding stock warrants using the treasury-stock method and convertible debt computed using as-if converted method. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Long Lived Assets Including Goodwill and Other Acquired Intangible Assets The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company typically amortizes its acquired intangible assets with definite useful lives over periods from three to seven years. Fair Value of Financial Instruments Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels and which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3- inputs are generally unobservable and typically reflect managements estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Financial assets and liabilities measured at fair value on a recurring basis: Fair December 31, 2016 December 31, 2015 Value Carrying Estimated Carrying Estimated Input Level Amount Fair Value Amount Fair Value Derivative Liability 3 405,929 405,929 -- -- Total Financial Liabilities $ 405,929 $ 405,929 $ -- $ -- In managements opinion, the fair value of convertible notes payable and advances payable is approximate to carrying value as the interest rates and other features of these instruments approximate those obtainable for similar instruments in the current market. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. Income Taxes The Company records deferred taxes in accordance with FASB ASC No. 740, Income Taxes. Recent Accounting Pronouncements The Company has reviewed recently issued accounting pronouncements and noted no new pronouncements that would have a material impact on its results of operations or financial position. Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. |
WORKING INTEREST IN OIL & GAS L
WORKING INTEREST IN OIL & GAS LEASES | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 4 - WORKING INTEREST IN OIL & GAS LEASES | On February 23, 2014, the Company entered into a Lease Assignment Agreement with West Bakken Energy Holdings Ltd to acquire from an unaffiliated oil and gas company, an undivided 100% interests (a 50% working interest) in certain oil and gas properties, comprising approximately 12,233.93 acres of land located in Montana, United States. - As consideration, the Company has agreed to issue 1,100,000 shares of common stock to West Bakken Energy Holdings Ltd at a purchase price of $0.50 per share of common stock, a total of $550,000. The shares were issued to West Bakken Energy Holdings Ltd on August 19, 2015. On October 2, 2015, the Company entered into a Lease Assignment Agreement with Hillcrest Exploration Ltd to acquire from an unaffiliated oil and gas company, the remaining 50% working interest in certain oil and gas properties, comprising approximately 12,233.93 acres of land located in Montana, United States. - As consideration, the Company agreed to issue 500,000 shares of common stock to Hillcrest Exploration Ltd at a purchase price of $1 per share and $50,000 cash for total proceeds of $550,000. - Of the total consideration, $50,000 cash and 250,000 common shares were paid on the date of closing which occurred on October 27, 2015. The remaining 250,000 common shares are contingent and are to be paid on the date that Black Stallion spuds its first oil well on the property. Due to the uncertain nature of oil drilling, management is unable to state that this event is more likely that not to occur. Therefore, the total cost capitalized and payable is excluding this amount and will be reassessed at a future date. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 5 - INTANGIBLE ASSETS | December 31, 2016 Weighted Gross Average Carrying Accumulated Net Carrying Useful Life Amount Amortization Amount (in Years) Intellectual property - website $ 6,950 $ (5,712 ) $ 1,158 3 Total finite-lived intangible assets $ 6,950 $ (5,712 ) $ 1,158 Intangible assets consist of capitalized website development costs. The website entered its operating stage during July 2014. Amortization expenses of $2,317 have been recorded for the year ended December 31, 2016. The following table reflects the estimated future amortization expense for the Companys finite-lived website development costs as of December 31, 2016: 2017 1,158 Total 1,158 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 6 - CONVERTIBLE NOTES PAYABLE | As of December 31, 2016 and 2015, notes payable comprised as the following: December 31, December 31, 2016 2015 Promissory Note #1 - - Promissory Note #2 - - Promissory Note #3 - - Promissory Note #4 - - Promissory Note #5 - - Promissory Note #6 46,000 - Promissory Note #7 44,250 - Promissory Note #8 44,250 - Promissory Note #9 - - Promissory Note #10 - - Promissory Note #11 50,000 - Promissory Note #12 - - Promissory Note #13 25,000 - Promissory Note #14 20,000 - Promissory Note #15 59,500 - Notes payable, principal $ 289,000 $ - Debt discount/premium (173,523 ) - Notes payable, net of discount 115,477 - Accrued interest 6,680 - Total notes payable $ 122,157 $ - Promissory Note #1 On February 5, 2016, the Company received funding pursuant to a convertible promissory note in the amount of $100,000. The note is unsecured, bears interest at 8% per annum and matures on February 5, 2017. This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company. During the years ended December 31, 2016 and 2015, the Company accrued $5,514 and $0, respectively, in interest expense. Upon the holders option to convert becoming active, the Company recorded a debt discount and derivative liability of $183,933, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the years ended December 31, 2016 and 2015, the Company recorded a gain of $13,176 and $0, respectively, due to the change in value of the derivative liability during the period. During the years ended December 31, 2016 and 2015, the debt discount of $100,000 and $0, respectively, was accreted to the statement of operations. During the year ended December 31, 2016, the Company issued an aggregate of 20,958,241 common shares upon the conversion of principal amount of $100,000 and interest of $5,514. The derivative liability amounting to $172,757 was re-classified to additional paid in capital. Promissory Note #2 On March 7, 2016, the Company received funding pursuant to a convertible promissory note in the amount of $75,000. The note is unsecured, bears interest at 8% per annum and matures on March 7, 2017. This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company. During the years ended December 31, 2016 and 2015, the Company accrued $1,891 and $0, respectively, in interest expense. Upon the holders option to convert becoming active, the Company recorded a debt discount and derivative liability of $124,730, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the years ended December 31, 2016 and 2015, the Company recorded a loss of $11,967 and $0, respectively, due to the change in value of the derivative liability during the period. During the years ended December 31, 2016 and 2015, the debt discount of $75,000 and $0, respectively, was accreted to the statement of operations. On September 7, 2016, the principal balance of $75,000 was reassigned (see Promissory Note #9 and #10). The accrued interest of $1,891 was credited to the statement of operations, and the derivative liability amounting to $136,697 was re-classified to additional paid in capital. Promissory Note #3 On April 15, 2016, the Company entered into a debt settlement agreement with an unrelated party to settle a portion of an outstanding contractual obligation for a convertible promissory note in the amount of $50,000. The note is unsecured, bears interest at 8% annum, and matures on April 15, 2017. This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company. During the years ended December 31, 2016 and 2015, the Company accrued $0 and $0, respectively, in interest expense. Upon the holders option to convert becoming active, the Company recorded a debt discount and derivative liability of $94,863, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the years ended December 31, 2016 and 2015, the Company recorded a gain of $1,507 and $0, respectively, due to the change in value of the derivative liability during the period. During the years ended December 31, 2016 and 2015, the debt discount of $50,000 and $0, respectively, was accreted to the statement of operations. On April 18, 2016, the principal balance of $50,000 was reassigned (see Promissory Note #4), and the derivative liability amounting to $93,356 was re-classified to additional paid in capital. Promissory Note #4 On April 18, 2016, the Company executed a convertible promissory note in the amount of $50,000. The note is unsecured, bears interest at 8% per annum and matures on April 18, 2017. This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company. During the years ended December 31, 2016 and 2015, the Company accrued $1,808 and $0, respectively, in interest expense. Upon the holders option to convert becoming active, the Company recorded a debt discount and derivative liability of $93,356, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the years ended December 31, 2016 and 2015, the Company recorded a gain of $21,130 and $0, respectively, due to the change in value of the derivative liability during the period. During the years ended December 31, 2016 and 2015, the debt discount of $50,000 and $0, respectively, was accreted to the statement of operations. On October 31, 2016, the principal balance of $50,000 was reassigned (see Promissory Note #12). The accrued interest of $1,808 was credited to the statement of operations, and the derivative liability amounting to $72,226 was re-classified to additional paid in capital. Promissory Note #5 On May 4, 2016, the Company received funding pursuant to a convertible promissory note in the amount of $75,000. The note is unsecured, bears interest at 12% per annum and matures on May 4, 2017. This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company. During the years ended December 31, 2016 and 2015, the Company accrued $4,500 and $0, respectively, in interest expense. Upon the holders option to convert becoming active, the Company recorded a debt discount and derivative liability of $131,210, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the years ended December 31, 2016 and 2015, the Company recorded a gain of $38,785 and $0, respectively, due to the change in value of the derivative liability during the period. During the years ended December 31, 2016 and 2015, the debt discount of $75,000 and $0, respectively, was accreted to the statement of operations. During the year ended December 31, 2016, the Company issued an aggregate of 2,217,294 common shares upon the conversion of principal amount of $20,000. The derivative liability amounting to $25,687 was re-classified to additional paid in capital. On November 10, 2016, the principal balance of $55,000 and accrued interest of $4,500 was reassigned (see Promissory Note #15), and the derivative liability amounting to $66,738 was re-classified to additional paid in capital. Promissory Note #6 On July 12, 2016, the Company received funding pursuant to a convertible promissory note in the amount of $46,000. The note is unsecured, bears interest at 8% per annum, and matures on July 12, 2017. This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the fifteen prior trading days. During the years ended December 31, 2016 and 2015, the Company accrued $1,735 and $0, respectively, in interest expense. Upon the holders option to convert becoming active, the Company recorded a debt discount and derivative liability of $98,234, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the years ended December 31, 2016 and 2015, the Company recorded a gain of $31,008 and $0, respectively, due to the change in value of the derivative liability during the period. During the years ended December 31, 2016 and 2015, the debt discount of $27,008 and $0, respectively, was accreted to the statement of operations. As of December 31, 2016, principal balance of $46,000, accrued interest of $1,735, debt discount of $18,992 and a derivative liability of $67,226, was recorded. Promissory Note #7 On August 12, 2016, the Company received funding pursuant to a convertible promissory note in the amount of $44,250. The note is unsecured, bears interest at 8% per annum, and matures on August 12, 2017. This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid price of the Companys common stock for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company. During the years ended December 31, 2016 and 2015, the Company accrued $1,309 and $0, respectively, in interest expense. Upon the holders option to convert becoming active, the Company recorded a debt discount and derivative liability of $101,457, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the years ended December 31, 2016 and 2015, the Company recorded a gain of $46,908 and $0, respectively, due to the change in value of the derivative liability during the period. During the years ended December 31, 2016 and 2015, the debt discount of $20,739 and $0, respectively, was accreted to the statement of operations. As of December 31, 2016, principal balance of $44,250, accrued interest of $1,309, debt discount of $23,511 and a derivative liability of $54,549, was recorded. Promissory Note #8 On August 12, 2016, the Company received funding pursuant to a convertible promissory note in the amount of $44,250. The note is unsecured, bears interest at 8% per annum, and matures on August 12, 2017. This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid price of the Companys common stock for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company. During the years ended December 31, 2016 and 2015, the Company accrued $1,309 and $0, respectively, in interest expense. Upon the holders option to convert becoming active, the Company recorded a debt discount and derivative liability of $101,457, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the years ended December 31, 2016 and 2015, the Company recorded a gain of $46,908 and $0, respectively, due to the change in value of the derivative liability during the period. During the years ended December 31, 2016 and 2015, the debt discount of $20,739 and $0, respectively, was accreted to the statement of operations. As of December 31, 2016, principal balance of $44,250, accrued interest of $1,309, debt discount of $23,511 and a derivative liability of $54,549, was recorded. Promissory Note #9 On September 7, 2016, the Company executed a convertible promissory note in the amount of $38,850. The note is unsecured, bears interest at 8% per annum and matures on September 7, 2017. This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid price of the Companys common stock for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company. During the years ended December 31, 2016 and 2015, the Company accrued $137 and $0, respectively, in interest expense. Upon the holders option to convert becoming active, the Company recorded a debt discount and derivative liability of $70,769, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the years ended December 31, 2016 and 2015, the Company recorded a gain of $2,334 and $0, respectively, due to the change in value of the derivative liability during the period. During the years ended December 31, 2016 and 2015, the debt discount of $38,850 and $0, respectively, was accreted to the statement of operations. During the year ended December 31, 2016, the Company issued an aggregate of 1,831,783 common shares upon the conversion of principal amount of $38,850 and $137 in interest. The derivative liability amounting to $68,435 was re-classified to additional paid in capital. Promissory Note #10 On September 7, 2016, the Company executed a convertible promissory note in the amount of $38,850. The note is unsecured, bears interest at 8% per annum and matures on September 7, 2017. This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid price of the Companys common stock for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company. During the years ended December 31, 2016 and 2015, the Company accrued $299 and $0, respectively, in interest expense. Upon the holders option to convert becoming active, the Company recorded a debt discount and derivative liability of $70,769, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the years ended December 31, 2016 and 2015, the Company recorded a gain of $1,247 and $0, respectively, due to the change in value of the derivative liability during the period. During the years ended December 31, 2016 and 2015, the debt discount of $38,850 and $0, respectively, was accreted to the statement of operations. During the year ended December 31, 2016, the Company issued an aggregate of 3,460,790 common shares upon the conversion of principal amount of $38,850, and the derivative liability amounting to $69,522 was re-classified to additional paid in capital. As November 30, 2016, the note was fully paid per the noteholder, and therefore the accrued interest amount of $299 was credited to the statement of operations. Promissory Note #11 On September 22, 2016, the Company received funding pursuant to a convertible promissory note in the amount of $50,000. The note is unsecured, bears interest at 8% per annum, and matures on September 22, 2017. This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company. During the years ended December 31, 2016 and 2015, the Company accrued $1,096 and $0, respectively, in interest expense. Upon the holders option to convert becoming active, the Company recorded a debt discount and derivative liability of $86,941, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the years ended December 31, 2016 and 2015, the Company recorded a gain of $13,869 and $0, respectively, due to the change in value of the derivative liability during the period. During the years ended December 31, 2016 and 2015, the debt discount of $14,494 and $0, respectively, was accreted to the statement of operations. As of December 31, 2016, principal balance of $50,000, accrued interest of $1,096, debt discount of $35,506 and a derivative liability of $73,072, was recorded. Promissory Note #12 On October 31, 2016, the Company executed a convertible promissory note in the amount of $50,000. The note is unsecured, bears interest at 8% per annum and matures on October 31, 2017. This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid price of the Companys common stock for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company. During the years ended December 31, 2016 and 2015, the Company accrued $435 and $0, respectively, in interest expense. Upon the holders option to convert becoming active, the Company recorded a debt discount and derivative liability of $71,267, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the years ended December 31, 2016 and 2015, the Company recorded a loss of $2,986 and $0, respectively, due to the change in value of the derivative liability during the period. During the years ended December 31, 2016 and 2015, the debt discount of $50,000 and $0, respectively, was accreted to the statement of operations. During the year ended December 31, 2016, the Company issued an aggregate of 21,057,723 common shares upon the conversion of principal amount of $50,000 and interest of $435. The derivative liability amounting to $74,253 was re-classified to additional paid in capital. Promissory Note #13 On October 31, 2016, the Company received funding pursuant to a convertible promissory note in the amount of $25,000. The note is unsecured, bears interest at 8% per annum and matures on October 31, 2017. This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid price of the Companys common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company. During the years ended December 31, 2016 and 2015, the Company accrued $334 and $0, respectively, in interest expense. Upon the holders option to convert becoming active, the Company recorded a debt discount and derivative liability of $36,113, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the years ended December 31, 2016 and 2015, the Company recorded a loss of $423 and $0, respectively, due to the change in value of the derivative liability during the period. During the years ended December 31, 2016 and 2015, the debt discount of $4,178 and $0, respectively, was accreted to the statement of operations. As of December 31, 2016, principal balance of $25,000, accrued interest of $334, debt discount of $20,822 and a derivative liability of $36,536, was recorded. Promissory Note #14 On November 8, 2016, the Company received funding pursuant to a convertible promissory note in the amount of $20,000. The note is unsecured, bears interest at 8% per annum, and matures on November 8, 2017. This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company. During the years ended December 31, 2016 and 2015, the Company accrued $232 and $0, respectively, in interest expense. Upon the holders option to convert becoming active, the Company recorded a debt discount and derivative liability of $32,730, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the years ended December 31, 2016 and 2015, the Company recorded a loss of $312 and $0, respectively, due to the change in value of the derivative liability during the period. During the years ended December 31, 2016 and 2015, the debt discount of $2,904 and $0, respectively, was accreted to the statement of operations. As of December 31, 2016, principal balance of $20,000, accrued interest of $232, debt discount of $17,096 and a derivative liability of $33,042, was recorded. Promissory Note #15 On November 10, 2016, the Company executed a convertible promissory note in the amount of $59,500. The note is unsecured, bears interest at 8% per annum, and matures on November 10, 2017. The Company received a premium amount of $19,878, which will be amortized over the life of the note. This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company. During the years ended December 31, 2016 and 2015, the Company accrued $665 and $0, respectively, in interest expense. Upon the holders option to convert becoming active, the Company recorded a debt discount and derivative liability of $83,877, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the years ended December 31, 2016 and 2015, the Company recorded a loss of $3,078 and $0, respectively, due to the change in value of the derivative liability during the period. During the years ended December 31, 2016 and 2015, the debt discount of $8,314 and note premium of $2,777, respectively, was accreted to the statement of operations. As of December 31, 2016, principal balance of $59,500, accrued interest of $665, debt discount of $51,186, note premium of $17,101 and a derivative liability of $86,955, was recorded. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 7 - DERIVATIVE LIABILITIES | The Company issued financial instruments in the form of convertible notes with embedded conversion features and uses the Black-Scholes model for valuation of the derivative instrument. Some of the convertible notes payable have conversion rates, which are indexed to the market value of the Companys stock price. During the years ended December 31, 2016 and 2015, the Company recorded derivative liabilities for embedded conversion features related to convertible notes payable of face value $1,383,706 and $0, respectively. During the years ended December 31, 2016 and 2015, $254,837 and $0, respectively, of convertible notes payable principal and accrued interest was converted into common stock of the Company. For the years ended December 31, 2016 and 2015, the Company performed a final mark-to-market adjustment for the derivative liability related to the convertible notes of and the carrying amount of the derivative liability related to the conversion feature of $779,671 and $0, respectively, was re-classed to additional paid in capital on the date of conversion in the statement of shareholders equity. During the years ended December 31, 2016 and 2015, the Company recognized a gain of $198,106 and $0, respectively, based on the change in fair value (mark-to market adjustment) of the derivative liability associated with the embedded conversion features in the accompanying statement of operations. These derivative liabilities have been measured in accordance with fair value measurements, as defined by ASC 820. The valuation assumptions are classified within Level 3 inputs. The fair value of these derivatives was valued on the date of the issuances of the convertible notes using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 0.50% - 0.71%, (2) term of 0.50 1 year, (3) expected stock volatility of 297% - 672%, (4) expected dividend rate of 0%, and (5) common stock price of $0.011 - $0.08. The fair value of these derivatives was valued on December 31, 2016 using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 0.81%, (2) term of 0.5 -1 year, (3) expected stock volatility of 199%, (4) expected dividend rate of 0%, and (4) common stock price of $0.0028. The following table represents the Companys derivative liability activity for the embedded conversion features discussed above for the years ending December 31, 2016 and 2015 respectively: December 31, December 31, 2016 2015 Balance, beginning of year $ - $ - Initial recognition of derivative liability 1,383,706 - Conversion of derivative instruments to Common Stock (779,671 ) - Mark-to-Market adjustment to fair value (198,106 ) - Balance, end of year $ 405,929 $ - These instruments were not issued with the intent of effectively hedging any future cash flow, fair value of any asset, liability or any net investment in a foreign operation. The instruments do not qualify for hedge accounting, and as such, all future changes in the fair value will be recognized in earnings until such time as the instruments are exercised, converted or expire. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 8 - RELATED PARTY TRANSACTIONS | Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial and operating decisions. A related party transaction is considered to be a transfer of resources or obligations between related parties, regardless of whether or not a price is charged. The following entities have been identified as related parties: Ira Morris - President, secretary, treasurer and director George Drazenovic - Greater than 10% stockholder Rancho Capital Management Inc. - Greater than 10% stockholder The following balances exist with related parties: December 31, December 31, 2016 2015 Loan to related party $ 41,654 $ 26,168 During the year ended December 31, 2016, the amount of $26,168 advanced to the former President of the Company was deemed uncollectible and recorded as bad debt to the statement of operations. During the year ended December 31, 2016, the Company advanced Rancho Capital Management Inc. $15,486. Accrued expenses 63,900 - On February 12, 2016, the Company entered into a Contractor Agreement with the President of the Company for management services. Pursuant to the agreement the President would receive a signing bonus of $50,000 and $5,000 per month beginning February 2016, to be paid in cash and stock, for services rendered plus reimbursement of the Companys expenses. As of December 31, 2016, the Company accrued fees totaling $87,400, of which $23,500 has been paid. As of the date of this report, the Company has not issued any stock pursuant to the agreement. Prepaid expenses 116,330 - During the year ended December 31, 2016 the company entered 3 contacts with Rancho capital for consulting services for total payment of $420,000, of which $303,670 has been paid. The following transactions were carried out with related parties: December 31, December 31, 2016 2015 Contractors $ 391,070 $ - During the year ended December 31, 2016 the company entered 3 contacts with Rancho capital for consulting services $303,670 has been paid. During the year ended December 31, 2016 the company entered a contact with Mr. Ira Morris for management services $87,400 has been accrued. Interest accrued for convertible notes 44,863 - During the year ended December 31, 2016 Rancho Capital bought convertible note of the company. During the year ended December 31, 2016 the company accrued and converted amount of $44,863 of interest expenses related to this convertible note. |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 9 - PREPAID EXPENSES | Prepaid contracting expenses represent amounts paid in advance for future contractual benefits to be received. Contracting expenses paid in advance are recorded as a prepaid asset and then amortized to the statements of operations over the life of the contract using the straight-line method. On February 9, 2016, the Company entered into a 5-year contracting arrangement with a related party for contracting services related to expertise in the petroleum industry. As compensation for contractor services the Company will pay the contractor fees of $180,000 annually in advance. On April 8, 2016, the Company entered into a 5-year contracting arrangement with a related party for contracting services related to expertise and experience in raising finance. As compensation for contractor services the Company will pay the contractor fees of $120,000 annually in advance. On July 15, 2016, the Company entered into a 5-year contracting arrangement with a related party for contracting services related to expertise and experience in raising finance. As compensation for contractor services the Company will pay the contractor fees of $120,000 annually in advance. As of December 31, 2016, the Company recorded prepaid expenses of $420,000, of which $303,670 has been amortized to the statement of operations to consulting fees. |
STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 10 - STOCKHOLDER'S EQUITY | Common Stock On September 30, 2011, the Company issued 132,000,000 shares of common stock to the directors of the Company at a price of $0.00017 per share, for $22,000. On September 10, 2012, the Company issued 19,872,000 free trading shares of common stock at $0.0025 per share to a total of 46 stockholders for consideration of $49,680. On September 9, 2013, the Director then approved a sixty new, for one old share in a forward split of the Companys outstanding shares of common stock. All share and per share data in the accompanying financial statements and footnotes has been adjusted retrospectively for the effects of the stock split. On September 9, 2013, the Company entered into a share cancellation/return to treasury agreement with Mr. George Drazenovic, the Companys president; wherein Mr. Drazenovic agreed to the cancellation and return to treasury of 108,000,000 shares of common stock of our company for $1. On September 27, 2014, the Company initiated a private placement for the sale of 300,000 units at $0.5 per unit. Each unit comprised of 1 share of common stock and 1 non-transferrable share purchase warrant. Each warrant have an exercise price of $1 per share and expire on January 1, 2017. On July 22, 2015, the Company initiated a private placement for the sale of 50,000 units at $1 per unit. Each unit comprised of 1 share of common stock and 1 non-transferrable share purchase warrant. Each warrant has an exercise price of $1.50 per share and expire on January 1, 2017. On August 13, 2015, the Company initiated a private placement for the sale of 27,027 units at $1.85 per unit. Each unit comprised of 1 share of common stock and 1 non-transferrable share purchase warrant. Each warrant has an exercise price of $2.00 per share and expire on January 1, 2017. On September 1, 2015, the Company initiated a private placement for the sale of 39,063 units at $1.28 per unit. Each unit comprised of 1 share of common stock and 1 non-transferrable share purchase warrant. Each warrant has an exercise price of $1.50 per share and expire on January 1, 2017. On October 1, 2015, the Company initiated a private placement for the sale of 103,000 units at $1.03 per unit. Each unit comprised of 1 share of common stock and 1 non-transferrable share purchase warrant. Each warrant has an exercise price of $1.50 per share and expire on January 1, 2017. On October 15, 2015, the Company initiated a private placement for the sale of 250,000 units at $1 per unit. Each unit comprised of 1 share of common stock with no warrants attached. On August 1, 2016, the Company entered into a debt settlement agreement with Rancho Capital Management Inc. Pursuant to this agreement, the Company issued an aggregate of 50,000,000 common shares at a price of $0.001 to settle $50,000 owed on the Contractor agreement dated April 15, 2016. During the year ended December 31, 2016, the holders of convertible notes converted a total of $254,837 of principal and interest into 49,525,831 shares of our common stock. As of December 31, 2016, 6,000,000,000 common shares, par value $0.0001, were authorized (6,000,000,000 shares as of December 31, 2015), of which 145,163,921 shares were issued and outstanding (45,638,090 shares as of December 31, 2015). Treasury Stock Retirement of Treasury Stock On September 9, 2013, the Company retired 108,000,000 shares of common stock. These retired shares are now included in the Companys pool of authorized but unissued shares. Warrants The Company has reserved 519,090 shares of common stock as of December 31, 2016, for the exercise of warrants to non-employees, of which 519,090 are exercisable. These warrants could potentially dilute basic earnings per share in future years. The warrants exercise prices and expiration dates are as follows: Exercise Number Price of Expiration $ Shares Date 1.5 103,000 January 1, 2017 1 300,000 January 1, 2017 1.5 39,063 January 1, 2017 2 27,027 January 1, 2017 1.5 50,000 January 1, 2017 519,090 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 11 - INCOME TAXES | A reconciliation of income tax expense to the amount computed at the statutory rates is as follows: December 31, 2016 2015 Operating profit (loss) for the years ended December 31 $ (1,561,189 ) $ (201,969 ) Average statutory tax rate 34 % 34 % Expected income tax provisions $ (530,804 ) $ (68,669 ) Unrecognized tax gains (loses) (530,804 ) (68,669 ) Income tax expense $ - $ - The Company has net operating losses carried forward of approximately $1,981,574 for tax purposes which will expire in 2026 if not utilized beforehand. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 12 - COMMITMENTS | On February 9, 2016, the Company entered into a contractor agreement with Rancho Capital Management Inc. Pursuant to the agreement, Rancho shall serve as a technical consultant in the field of petroleum based activities. Rancho Capital will be compensated $180,000 annually, for a term of five years. On February 12, 2016, the Company entered into a twelve-month contracting arrangement with Ira Morris. As compensation for services, the Company will pay the contractor fees of $5,000 a month, payable $3,400 in cash and $1,600 with common stock of the company valued at 50% of market at the date of conversion. The contractor was entitled to cash compensation of $50,000 upon signing. On April 8, 2016, the Company entered into a contractor agreement with Rancho Capital Management Inc. Pursuant to the agreement, Rancho will provide the company with financial filings, strategy and advice regarding debt and equity financings, PIPEs and technical knowledge on financings. Rancho Capital will be compensated $120,000 annually, for a term of five years. On July 15, 2016, the Company entered into a contractor arrangement with Rancho Capital Management Inc. Pursuant to the agreement, Rancho Capital shall provide services related to expertise and experience in raising finance. Rancho Capital will be compensated $120,000 annually, for a term of five years. On August 1, 2016, the Company entered into a one year contracting arrangement with an unrelated party for contracting services related to expertise and experience in raising finance. As compensation for contractor services the Company will pay the contractor fees of $50,000 annually. On December 21, 2016, the Company announced it has finalized a Memo of Understanding for the acquis ion of certain assets and intellectual property utilized for the establishment of a special purpose operating subsidiary collecting, analyzing and integrating Big Data Microservices information useful to assist in algorithmic development for the financial industry. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
NOTE 13 - SUBSEQUENT EVENTS | On January 6, 2017, the Company entered into a Securities Purchase Agreement with Eagle Equities, LLC, whereby the Company has agreed to sell two 8% convertible promissory notes in the aggregate principal amount of $200,000. On February 1, 2017, the Company entered into a twelve-month contracting arrangement with Ira Morris. As compensation for services, the Company will pay the contractor fees of $5,000 a month, payable $3,400 in cash and $1,600 with common stock of the company valued at 50% of market at the date of conversion. The contractor was entitled to cash compensation of $50,000 upon signing. On February 9, 2017, the Company terminated all contractor agreements with Rancho Capital Management Inc, and therefore, the contracted annual fees of $420,000 were not prepaid to the contractor. |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Use of Estimates | The preparation of the accompanying financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of unproved oil and gas properties, deferred tax assets, asset retirement obligations and legal contingencies. These estimates and assumptions are based on managements best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity, foreign currency, and energy markets have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. |
Oil and natural gas properties | The Company follows the full-cost method of accounting for oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized. All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit-of-production method using estimates of proved reserves. Investments in unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is included in loss from continuing operations before income taxes and the adjusted carrying amount of the unproved properties is amortized on the unit-of-production method. The Companys oil and gas property represents an investment in unproved properties. These costs are excluded from the amortized cost pool until proved reserves are found or until it is determined that the costs are impaired. All costs excluded are reviewed at least quarterly to determine if impairment has occurred. The amount of any impairment is charged to expense since a reserve base has not yet been established. Impairment requiring a charge to expense may be indicated through evaluation of drilling results, relinquishing drilling rights or other information. Currently, the Company has no economically recoverable reserves and no amortization base. As of December 31, 2016, the Companys unproved oil and gas properties consist of capitalized exploration costs of caring value of $850,000. |
Limitation on Capitalized Costs | Under the full-cost method of accounting, we are required, at the end of each fiscal quarter, to perform a test to determine the limit on the book value of our oil and natural gas properties (the Ceiling Test). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, this excess or impairment is charged to expense and reflected as additional accumulated depreciation, depletion and amortization or as a credit to oil and natural gas properties. The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period (with consideration of price changes only to the extent provided by contractual arrangements including hedging arrangements pursuant to SAB 103), less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus (b) the cost of properties not being amortized (pursuant to Reg. S-X Rule 4-10 (c)(3)(ii)); plus (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties. |
Cash and cash equivalents | Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. |
Accounts Receivable and Uncollectible Receivables | Accounts Receivable are recorded at the invoiced amount to the customer and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business, but mitigates associated risks by actively pursuing past due accounts. Receivables that are over 180 days past due are deemed uncollectible and are written off to the statement of operations. |
Property, Plant and Equipment | The Company does not own any property, plant and equipment. |
Intellectual Properties | The Company has adopted the provisions of ASC 350-50, Website Development Costs. All costs incurred during the planning phase of a website are expensed as research and development. Costs incurred in the development stage, including the purchase of a domain name, are capitalized and reviewed annually for impairment. Expenses subsequent to the launch will be expensed as research and development expenses. The Company will expense upgrades and revisions to its website as incurred. Once the website is available for use, the asset will be amortized over its useful life on a straight line basis, estimated to be 3 years, and is tested for impairment annually. |
Oil and Gas Properties and Impairment | The Company follows the full-cost method of accounting for oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized. All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit-of-production method using estimates of proved reserves. Investments in unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is included in loss from continuing operations before income taxes and the adjusted carrying amount of the unproved properties is amortized on the unit-of-production method. |
Impairment of Long Lived Assets | The Company reviews and evaluates long-term assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of ASC 930-360-35 Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Term Assets. |
Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. |
Earnings per Share | Our company computes loss per share in accordance with ASC-260, Earnings per Share which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. In periods of losses, basic and diluted loss per share are the same, as the effect of stock warrants and convertible debt on loss per share is anti-dilutive. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive potential shares consist of dilutive shares issuable upon the exercise of outstanding stock warrants using the treasury-stock method and convertible debt computed using as-if converted method. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. |
Long Lived Assets Including Goodwill and Other Acquired Intangible Assets | The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company typically amortizes its acquired intangible assets with definite useful lives over periods from three to seven years. |
Fair Value of Financial Instruments | Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels and which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3- inputs are generally unobservable and typically reflect managements estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Financial assets and liabilities measured at fair value on a recurring basis: Fair December 31, 2016 December 31, 2015 Value Carrying Estimated Carrying Estimated Input Level Amount Fair Value Amount Fair Value Derivative Liability 3 405,929 405,929 -- -- Total Financial Liabilities $ 405,929 $ 405,929 $ -- $ -- In managements opinion, the fair value of convertible notes payable and advances payable is approximate to carrying value as the interest rates and other features of these instruments approximate those obtainable for similar instruments in the current market. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. |
Income Taxes | The Company records deferred taxes in accordance with FASB ASC No. 740, Income Taxes. |
Recent Accounting Pronouncements | The Company has reviewed recently issued accounting pronouncements and noted no new pronouncements that would have a material impact on its results of operations or financial position. |
Reclassification | Certain prior year amounts have been reclassified to conform to the current year presentation. |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Tables | |
Assets and liabilities measured at fair value on a recurring basis | Fair December 31, 2016 December 31, 2015 Value Carrying Estimated Carrying Estimated Input Level Amount Fair Value Amount Fair Value Derivative Liability 3 405,929 405,929 -- -- Total Financial Liabilities $ 405,929 $ 405,929 $ -- $ -- |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets Tables | |
Intangible assets | December 31, 2016 Weighted Gross Average Carrying Accumulated Net Carrying Useful Life Amount Amortization Amount (in Years) Intellectual property - website $ 6,950 $ (5,712 ) $ 1,158 3 Total finite-lived intangible assets $ 6,950 $ (5,712 ) $ 1,158 |
Estimated amortization expense | 2017 1,158 Total 1,158 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Table) | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Notes Payable Table | |
CONVERTIBLE NOTES PAYABLE | December 31, December 31, 2016 2015 Promissory Note #1 - - Promissory Note #2 - - Promissory Note #3 - - Promissory Note #4 - - Promissory Note #5 - - Promissory Note #6 46,000 - Promissory Note #7 44,250 - Promissory Note #8 44,250 - Promissory Note #9 - - Promissory Note #10 - - Promissory Note #11 50,000 - Promissory Note #12 - - Promissory Note #13 25,000 - Promissory Note #14 20,000 - Promissory Note #15 59,500 - Notes payable, principal $ 289,000 $ - Debt discount/premium (173,523 ) - Notes payable, net of discount 115,477 - Accrued interest 6,680 - Total notes payable $ 122,157 $ - |
DERIVATIVE LIABILITIES (Table)
DERIVATIVE LIABILITIES (Table) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Liabilities Table | |
DERIVATIVE LIABILITIES | December 31, December 31, 2016 2015 Balance, beginning of year $ - $ - Initial recognition of derivative liability 1,383,706 - Conversion of derivative instruments to Common Stock (779,671 ) - Mark-to-Market adjustment to fair value (198,106 ) - Balance, end of year $ 405,929 $ - |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions Tables | |
RELATED PARTY TRANSACTIONS | December 31, December 31, 2016 2015 Loan to related party $ 41,654 $ 26,168 During the year ended December 31, 2016, the amount of $26,168 advanced to the former President of the Company was deemed uncollectible and recorded as bad debt to the statement of operations. During the year ended December 31, 2016, the Company advanced Rancho Capital Management Inc. $15,486. Accrued expenses 63,900 - On February 12, 2016, the Company entered into a Contractor Agreement with the President of the Company for management services. Pursuant to the agreement the President would receive a signing bonus of $50,000 and $5,000 per month beginning February 2016, to be paid in cash and stock, for services rendered plus reimbursement of the Companys expenses. As of December 31, 2016, the Company accrued fees totaling $87,400, of which $23,500 has been paid. As of the date of this report, the Company has not issued any stock pursuant to the agreement. Prepaid expenses 116,330 - During the year ended December 31, 2016 the company entered 3 contacts with Rancho capital for consulting services for total payment of $420,000, of which $303,670 has been paid. The following transactions were carried out with related parties: December 31, December 31, 2016 2015 Contractors $ 391,070 $ - During the year ended December 31, 2016 the company entered 3 contacts with Rancho capital for consulting services $303,670 has been paid. During the year ended December 31, 2016 the company entered a contact with Mr. Ira Morris for management services $87,400 has been accrued. Interest accrued for convertible notes 44,863 - During the year ended December 31, 2016 Rancho Capital bought convertible note of the company. During the year ended December 31, 2016 the company accrued and converted amount of $44,863 of interest expenses related to this convertible note. |
STOCKHOLDER'S EQUITY (Tables)
STOCKHOLDER'S EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders Equity Tables | |
Summary of warrant activity | Exercise Number Price of Expiration $ Shares Date 1.5 103,000 January 1, 2017 1 300,000 January 1, 2017 1.5 39,063 January 1, 2017 2 27,027 January 1, 2017 1.5 50,000 January 1, 2017 519,090 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes Tables | |
Reconciliation of income tax expense | December 31, 2016 2015 Operating profit (loss) for the years ended December 31 $ (1,561,189 ) $ (201,969 ) Average statutory tax rate 34 % 34 % Expected income tax provisions $ (530,804 ) $ (68,669 ) Unrecognized tax gains (loses) (530,804 ) (68,669 ) Income tax expense $ - $ - |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Going Concern Details Narrative | ||
Accumulated deficit | $ (1,963,406) | $ (402,217) |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative Liability, Amount | $ 405,929 | |
Derivative Liability, Fair Value | 405,929 | |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative Liability, Amount | 405,929 | |
Derivative Liability, Fair Value | $ 405,929 |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Working interest in oil and gas leases | $ 850,000 | $ 850,000 |
FDIC insurance limit | $ 250,000 | |
Writeen of trade accounts receivable | 180 days | |
Minimum [Member] | ||
Long lived assets including goodwill and other acquired intangible assets | 3 years | |
Maximum [Member] | ||
Long lived assets including goodwill and other acquired intangible assets | 7 years | |
Intellectual Property [Member] | ||
Estimated useful life | 3 years |
WORKING INTEREST IN OIL AND GAS
WORKING INTEREST IN OIL AND GAS LEASES (Deatils Narrative) | 1 Months Ended | ||||
Oct. 27, 2015USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Oct. 02, 2015USD ($)a$ / sharesshares | Feb. 23, 2014USD ($)a$ / sharesshares | |
Common stock shares issued | shares | 145,163,921 | 45,638,090 | |||
Common stock issued, value | $ | $ 14,516 | $ 4,564 | |||
West Bakken Energy Holdings Ltd [Member] | |||||
Undivided interest | 100.00% | ||||
Working interest | 50.00% | ||||
Area of land | a | 12,233.93 | ||||
Common stock shares issued | shares | 1,100,000 | ||||
Common stock purchase price | $ / shares | $ 0.50 | ||||
Common stock issued, value | $ | $ 550,000 | ||||
Lease assignment agreement [Member] | Hillcrest Exploration Ltd [Member] | |||||
Working interest | 50.00% | ||||
Area of land | a | 12,233.93 | ||||
Common stock shares issued | shares | 500,000 | ||||
Common stock purchase price | $ / shares | $ 1 | ||||
Common stock issued, value | $ | $ 550,000 | ||||
Cash consideration, payable | $ | $ 50,000 | ||||
Cash consideration, paid | $ | $ 50,000 | ||||
Common stock shares paid | shares | 250,000 | ||||
Common stock payable | shares | 250,000 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) | Dec. 31, 2016USD ($) |
Gross Carrying Amount | $ 6,950 |
Accumulated Amortization | (5,712) |
Net Carrying Amount | 1,158 |
Intellectual Property [Member] | |
Gross Carrying Amount | 6,950 |
Accumulated Amortization | (5,712) |
Net Carrying Amount | $ 1,158 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) | Dec. 31, 2016USD ($) |
Intangible Assets Details 1 | |
2,017 | $ 1,158 |
Total | $ 1,158 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible Assets Details Narrative | ||
Amortization expenses | $ 2,317 | $ 2,317 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2016 | Nov. 10, 2016 | Nov. 08, 2016 | Oct. 31, 2016 | Sep. 22, 2016 | Sep. 07, 2016 | Aug. 12, 2016 | Jul. 12, 2016 | May 04, 2016 | Apr. 18, 2016 | Apr. 15, 2016 | Mar. 07, 2016 | Feb. 05, 2016 | Dec. 31, 2015 |
Notes payable, principal | $ 289,000 | |||||||||||||
Debt discount/premium | (173,523) | |||||||||||||
Notes payable, net of discount | 115,477 | |||||||||||||
Accrued interest | 6,680 | |||||||||||||
Total notes payable | 122,157 | |||||||||||||
Promissory Note #1 [Member] | ||||||||||||||
Notes payable, principal | $ 100,000 | |||||||||||||
Promissory Note #2 [Member] | ||||||||||||||
Notes payable, principal | $ 75,000 | $ 75,000 | ||||||||||||
Promissory Note #3 [Member] | ||||||||||||||
Notes payable, principal | $ 50,000 | $ 50,000 | ||||||||||||
Promissory Note #4 [Member] | ||||||||||||||
Notes payable, principal | $ 50,000 | $ 50,000 | ||||||||||||
Promissory Note #5 [Member] | ||||||||||||||
Notes payable, principal | $ 55,000 | $ 75,000 | ||||||||||||
Promissory Note #6 [Member] | ||||||||||||||
Notes payable, principal | 46,000 | $ 46,000 | ||||||||||||
Promissory Note #7 [Member] | ||||||||||||||
Notes payable, principal | 44,250 | $ 44,250 | ||||||||||||
Promissory Note #8 [Member] | ||||||||||||||
Notes payable, principal | 44,250 | $ 44,250 | ||||||||||||
Promissory Note #9 [Member] | ||||||||||||||
Notes payable, principal | 38,850 | |||||||||||||
Promissory Note #10 [Member] | ||||||||||||||
Notes payable, principal | $ 38,850 | |||||||||||||
Promissory Note #11 [Member] | ||||||||||||||
Notes payable, principal | 50,000 | $ 50,000 | ||||||||||||
Promissory Note #12 [Member] | ||||||||||||||
Notes payable, principal | 50,000 | |||||||||||||
Promissory Note #13 [Member] | ||||||||||||||
Notes payable, principal | 25,000 | $ 25,000 | ||||||||||||
Promissory Note #14 [Member] | ||||||||||||||
Notes payable, principal | 20,000 | |||||||||||||
Promissory Note #14 [Member] | ||||||||||||||
Notes payable, principal | $ 20,000 | $ 20,000 |
CONVERTIBLE NOTES PAYABLE (De36
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Nov. 10, 2016 | Nov. 08, 2016 | May 04, 2016 | Nov. 30, 2016 | Oct. 31, 2016 | Sep. 22, 2016 | Sep. 07, 2016 | Aug. 12, 2016 | Jul. 12, 2016 | Apr. 18, 2016 | Apr. 15, 2016 | Mar. 07, 2016 | Feb. 05, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Convertible promissory note | $ 289,000 | ||||||||||||||
Derivative liability | 405,929 | ||||||||||||||
Additional paid in capital | $ 2,191,672 | $ 1,117,115 | |||||||||||||
Common stock shares issued | 145,163,921 | 45,638,090 | |||||||||||||
Promissory Note #15 [Member] | |||||||||||||||
Convertible promissory note | $ 59,500 | $ 59,500 | |||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity date | Nov. 10, 2017 | ||||||||||||||
Debt instrument terms of conversion feature | This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company | ||||||||||||||
Trading days | 15 days | ||||||||||||||
Interest expense | 665 | $ 0 | |||||||||||||
Accreted Debt discount | $ 83,877 | ||||||||||||||
Derivative liability | 83,877 | 86,955 | |||||||||||||
Gain loss on derivative liability | 3,078 | 0 | |||||||||||||
Debt discount | 51,186 | ||||||||||||||
Total Premium amount | 19,878 | ||||||||||||||
Premium provided | 2,777 | ||||||||||||||
Balance Premium | 17,101 | ||||||||||||||
Promissory Note #14 [Member] | |||||||||||||||
Convertible promissory note | $ 20,000 | 20,000 | |||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity date | Nov. 8, 2017 | ||||||||||||||
Debt instrument terms of conversion feature | This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company | ||||||||||||||
Trading days | 15 days | ||||||||||||||
Interest expense | 232 | ||||||||||||||
Accreted Debt discount | $ 32,730 | 2,904 | 0 | ||||||||||||
Derivative liability | $ 32,730 | 33,042 | |||||||||||||
Gain loss on derivative liability | 312 | 0 | |||||||||||||
Debt discount | 17,096 | ||||||||||||||
Promissory Note #12 [Member] | |||||||||||||||
Convertible promissory note | $ 50,000 | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity date | Oct. 31, 2017 | ||||||||||||||
Debt instrument terms of conversion feature | This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid price of the Companys common stock for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company | ||||||||||||||
Trading days | 20 days | ||||||||||||||
Interest expense | 435 | 0 | |||||||||||||
Accreted Debt discount | $ 71,267 | 50,000 | 0 | ||||||||||||
Derivative liability | 71,267 | ||||||||||||||
Additional paid in capital | 74,253 | ||||||||||||||
Gain loss on derivative liability | $ 2,986 | 0 | |||||||||||||
Common stock shares issued | 21,057,723 | ||||||||||||||
Conversion of principal amount | $ 50,000 | ||||||||||||||
Promissory Note #10 [Member] | |||||||||||||||
Convertible promissory note | $ 38,850 | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity date | Sep. 7, 2017 | ||||||||||||||
Debt instrument terms of conversion feature | This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid price of the Companys common stock for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company | ||||||||||||||
Trading days | 20 days | ||||||||||||||
Interest expense | $ 299 | 299 | 0 | ||||||||||||
Accreted Debt discount | $ 70,769 | 38,850 | 0 | ||||||||||||
Derivative liability | 70,769 | ||||||||||||||
Additional paid in capital | 69,522 | ||||||||||||||
Gain loss on derivative liability | $ 1,247 | 0 | |||||||||||||
Common stock shares issued | 3,460,790 | ||||||||||||||
Conversion of principal amount | $ 38,850 | ||||||||||||||
Promissory Note #9 [Member] | |||||||||||||||
Convertible promissory note | $ 38,850 | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity date | Sep. 7, 2017 | ||||||||||||||
Debt instrument terms of conversion feature | This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid price of the Companys common stock for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company | ||||||||||||||
Trading days | 20 days | ||||||||||||||
Interest expense | 137 | 0 | |||||||||||||
Accreted Debt discount | $ 70,769 | 38,850 | 0 | ||||||||||||
Derivative liability | 70,769 | ||||||||||||||
Additional paid in capital | 68,435 | ||||||||||||||
Gain loss on derivative liability | $ 2,334 | 0 | |||||||||||||
Common stock shares issued | 1,831,783 | ||||||||||||||
Conversion of principal amount | $ 38,850 | ||||||||||||||
Promissory Note #5 [Member] | |||||||||||||||
Convertible promissory note | 55,000 | $ 75,000 | |||||||||||||
Interest rate | 12.00% | ||||||||||||||
Maturity date | May 4, 2017 | ||||||||||||||
Debt instrument terms of conversion feature | This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company | ||||||||||||||
Trading days | 10 days | ||||||||||||||
Interest expense | 4,500 | 0 | |||||||||||||
Accreted Debt discount | $ 131,210 | 75,000 | 0 | ||||||||||||
Derivative liability | $ 131,210 | ||||||||||||||
Additional paid in capital | $ 66,738 | 25,687 | |||||||||||||
Gain loss on derivative liability | $ 38,785 | 0 | |||||||||||||
Common stock shares issued | 2,217,294 | ||||||||||||||
Conversion of principal amount | $ 20,000 | ||||||||||||||
Promissory Note #4 [Member] | |||||||||||||||
Convertible promissory note | 50,000 | $ 50,000 | |||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity date | Apr. 18, 2017 | ||||||||||||||
Debt instrument terms of conversion feature | This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company | ||||||||||||||
Trading days | 15 days | ||||||||||||||
Interest expense | 1,808 | 0 | |||||||||||||
Accreted Debt discount | $ 93,356 | 50,000 | 0 | ||||||||||||
Derivative liability | 93,356 | ||||||||||||||
Additional paid in capital | 72,226 | ||||||||||||||
Gain loss on derivative liability | 21,130 | 0 | |||||||||||||
Promissory Note #13 [Member] | |||||||||||||||
Convertible promissory note | $ 25,000 | 25,000 | |||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity date | Oct. 31, 2017 | ||||||||||||||
Debt instrument terms of conversion feature | This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid price of the Companys common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company | ||||||||||||||
Trading days | 15 days | ||||||||||||||
Interest expense | 334 | 0 | |||||||||||||
Accreted Debt discount | $ 36,113 | 4,178 | 0 | ||||||||||||
Derivative liability | $ 36,113 | 36,536 | |||||||||||||
Gain loss on derivative liability | 423 | 0 | |||||||||||||
Debt discount | 20,822 | ||||||||||||||
Promissory Note #1 [Member] | |||||||||||||||
Convertible promissory note | $ 100,000 | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity date | Feb. 5, 2017 | ||||||||||||||
Debt instrument terms of conversion feature | This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company | ||||||||||||||
Trading days | 15 days | ||||||||||||||
Interest expense | 5,514 | 0 | |||||||||||||
Accreted Debt discount | $ 183,933 | 100,000 | 0 | ||||||||||||
Derivative liability | $ 183,933 | 172,757 | |||||||||||||
Gain loss on derivative liability | $ 13,176 | 0 | |||||||||||||
Common stock shares issued | 20,958,241 | ||||||||||||||
Conversion of principal amount | $ 100,000 | ||||||||||||||
Promissory Note #2 [Member] | |||||||||||||||
Convertible promissory note | 75,000 | $ 75,000 | |||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity date | Mar. 7, 2017 | ||||||||||||||
Debt instrument terms of conversion feature | This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company | ||||||||||||||
Trading days | 15 days | ||||||||||||||
Interest expense | 1,891 | 0 | |||||||||||||
Accreted Debt discount | $ 124,730 | 75,000 | 0 | ||||||||||||
Derivative liability | $ 136,697 | $ 124,730 | |||||||||||||
Gain loss on derivative liability | 11,967 | 0 | |||||||||||||
Promissory Note #3 [Member] | |||||||||||||||
Convertible promissory note | 50,000 | $ 50,000 | |||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity date | Apr. 15, 2017 | ||||||||||||||
Debt instrument terms of conversion feature | This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company | ||||||||||||||
Trading days | 15 days | ||||||||||||||
Interest expense | 0 | 0 | |||||||||||||
Accreted Debt discount | $ 94,863 | 50,000 | 0 | ||||||||||||
Derivative liability | $ 93,356 | $ 94,863 | |||||||||||||
Gain loss on derivative liability | 1,507 | 0 | |||||||||||||
Promissory Note #6 [Member] | |||||||||||||||
Convertible promissory note | $ 46,000 | 46,000 | |||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity date | Jul. 12, 2017 | ||||||||||||||
Debt instrument terms of conversion feature | This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the fifteen prior trading days | ||||||||||||||
Trading days | 15 days | ||||||||||||||
Interest expense | 1,735 | 0 | |||||||||||||
Accreted Debt discount | $ 98,234 | 27,008 | 0 | ||||||||||||
Derivative liability | $ 98,234 | 67,226 | |||||||||||||
Gain loss on derivative liability | 31,008 | 0 | |||||||||||||
Debt discount | 18,992 | ||||||||||||||
Promissory Note #7 [Member] | |||||||||||||||
Convertible promissory note | $ 44,250 | 44,250 | |||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity date | Aug. 12, 2017 | ||||||||||||||
Debt instrument terms of conversion feature | This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid price of the Companys common stock for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company | ||||||||||||||
Trading days | 20 days | ||||||||||||||
Interest expense | 1,309 | 0 | |||||||||||||
Accreted Debt discount | $ 101,457 | 20,739 | 0 | ||||||||||||
Derivative liability | 101,457 | 54,549 | |||||||||||||
Gain loss on derivative liability | 46,908 | 0 | |||||||||||||
Debt discount | 23,511 | ||||||||||||||
Promissory Note #8 [Member] | |||||||||||||||
Convertible promissory note | $ 44,250 | 44,250 | |||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity date | Aug. 12, 2017 | ||||||||||||||
Debt instrument terms of conversion feature | This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid price of the Companys common stock for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company | ||||||||||||||
Trading days | 20 days | ||||||||||||||
Interest expense | 1,309 | 0 | |||||||||||||
Accreted Debt discount | $ 101,457 | 20,739 | 0 | ||||||||||||
Derivative liability | $ 101,457 | 54,549 | |||||||||||||
Gain loss on derivative liability | 46,908 | 0 | |||||||||||||
Debt discount | 23,511 | ||||||||||||||
Promissory Note #11 [Member] | |||||||||||||||
Convertible promissory note | $ 50,000 | 50,000 | |||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity date | Sep. 22, 2017 | ||||||||||||||
Debt instrument terms of conversion feature | This note is convertible into the Companys common stock at a variable conversion price equal to 55% of the lowest closing bid price of the Companys common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company | ||||||||||||||
Trading days | 15 days | ||||||||||||||
Interest expense | 1,096 | 0 | |||||||||||||
Accreted Debt discount | $ 86,941 | 14,494 | 0 | ||||||||||||
Derivative liability | $ 86,941 | 73,072 | |||||||||||||
Gain loss on derivative liability | 13,869 | $ 0 | |||||||||||||
Debt discount | $ 35,506 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Liabilities Details | ||
Balance, beginning of year | ||
Initial recognition of derivative liability | 1,383,706 | |
Conversion of derivative instruments to Common Stock | (779,671) | |
Mark-to-Market adjustment to fair value | (198,106) | |
Balance, end of year | $ 405,929 |
DERIVATIVE LIABILITIES (Detai38
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Convertible notes payable converted into common stock | $ 254,837 | |
Conversion of derivative instruments to Common Stock | (779,671) | |
Gain on the change in fair value of the derivative liability | $ 198,106 | |
Risk free interest rate | 0.81% | |
Expected stock volatility | 199.00% | |
Expected dividend rate | 0.00% | 0.00% |
Common stock price | $ 0.0028 | |
Initial recognition of derivative liability | $ 1,383,706 | |
Minimum [Member] | ||
Risk free interest rate | 0.50% | |
Expected term | 6 months | |
Expected stock volatility | 297.00% | |
Common stock price | $ 0.011 | |
Maximum [Member] | ||
Risk free interest rate | 0.71% | |
Expected term | 1 year | |
Expected stock volatility | 672.00% | |
Common stock price | $ 0.08 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Related Party Transactions Details | ||
Loan to related party - Director | $ 41,654 | $ 26,168 |
Accrued expenses | 63,900 | |
Prepaid expenses | 116,330 | |
Income Statement: | ||
Contractors | 391,070 | |
Interest accrued for convertible notes | $ 44,863 |
RELATED PARTY TRANSACTIONS (D40
RELATED PARTY TRANSACTIONS (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2016USD ($)Number | Dec. 31, 2015USD ($) | Feb. 12, 2016USD ($) | |
Bad debt expense | $ 26,168 | ||
Decrease (increase) in due from related party | (15,486) | $ (27,247) | |
FDIC insurance limit | 250,000 | ||
Accrued fees paid | 23,500 | ||
Interest accrued for convertible notes | 44,863 | ||
President [Member] | |||
Signing bonus | $ 50,000 | ||
Cash and stock payable per month | $ 5,000 | ||
Ira Morris (Member) | |||
Accrued fees | 87,400 | ||
Rancho Capital Management Inc (Member) | |||
Consulting services fees | 420,000 | ||
Consulting services fees paid | $ 303,670 | ||
Number of contracts | Number | 3 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - Rancho Capital Management Inc (Member) - USD ($) | Jul. 15, 2016 | Apr. 08, 2016 | Feb. 09, 2016 | Dec. 31, 2016 |
Compensation term | 5 years | 5 years | 5 years | |
Contractor fees | $ 120,000 | $ 120,000 | $ 180,000 | |
Consulting services fees | $ 420,000 | |||
Consulting services fees paid | $ 303,670 |
STOCKHOLDER'S EQUITY (Details)
STOCKHOLDER'S EQUITY (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of Shares | 519,090 |
Non Employee [Member] | |
Exercise Price | $ / shares | $ 1.5 |
Number of Shares | 103,000 |
Expiration Date | Jan. 1, 2017 |
Non Employee One [Member] | |
Exercise Price | $ / shares | $ 1 |
Number of Shares | 300,000 |
Expiration Date | Jan. 1, 2017 |
Non Employee Two [Member] | |
Exercise Price | $ / shares | $ 1.5 |
Number of Shares | 39,063 |
Expiration Date | Jan. 1, 2017 |
Non Employee Three [Member] | |
Exercise Price | $ / shares | $ 2 |
Number of Shares | 27,027 |
Expiration Date | Jan. 1, 2017 |
Non Employee Four [Member] | |
Exercise Price | $ / shares | $ 1.5 |
Number of Shares | 50,000 |
Expiration Date | Jan. 1, 2017 |
STOCKHOLDER'S EQUITY (Details N
STOCKHOLDER'S EQUITY (Details Narrative) | Sep. 01, 2015$ / sharesshares | Aug. 13, 2015$ / sharesshares | Sep. 09, 2013$ / sharesshares | Oct. 15, 2015$ / sharesshares | Oct. 01, 2015$ / sharesshares | Jul. 22, 2015$ / sharesshares | Sep. 27, 2014$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Aug. 01, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 10, 2012USD ($)Number$ / sharesshares | Sep. 20, 2011USD ($)$ / sharesshares |
Common stock, authorized | 6,000,000,000 | 6,000,000,000 | ||||||||||
Common stock, issued | 145,163,921 | 45,638,090 | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, outstanding | 145,163,921 | 45,638,090 | ||||||||||
Common stock value | $ | $ 14,516 | $ 4,564 | ||||||||||
Convertible notes payable converted into common stock | $ | $ 254,837 | |||||||||||
Converted shares | 49,525,831 | |||||||||||
Number of Shares | 519,090 | |||||||||||
Mr. George Drazenovic [Member] | ||||||||||||
Cancellation of shares | 108,000,000 | |||||||||||
Cancelled share price per share | $ / shares | $ 1 | |||||||||||
Director [Member] | ||||||||||||
Common stock, issued | 132,000,000 | |||||||||||
Common stock, par value | $ / shares | $ 0.00017 | |||||||||||
Common stock value | $ | $ 22,000 | |||||||||||
Forward split description | Sixty new, for one old share | |||||||||||
Stockholder [Member] | ||||||||||||
Common stock, issued | 19,872,000 | |||||||||||
Common stock, par value | $ / shares | $ 0.0025 | |||||||||||
Common stock value | $ | $ 49,680 | |||||||||||
Number of shareholders | Number | 46 | |||||||||||
Private Placement [Member] | ||||||||||||
Sale of units | 39,063 | 27,027 | 250,000 | 103,000 | 50,000 | 300,000 | ||||||
Pricr per unit | $ / shares | $ 1.28 | $ 1.85 | $ 1 | $ 1.03 | $ 1 | $ 0.5 | ||||||
Unit comprised description | Each unit comprised of 1 share of common stock and 1 non-transferrable share purchase warrant | Each unit comprised of 1 share of common stock and 1 non-transferrable share purchase warrant | Each unit comprised of 1 share of common stock with no warrants attached | Each unit comprised of 1 share of common stock and 1 non-transferrable share purchase warrant | Each unit comprised of 1 share of common stock and 1 non-transferrable share purchase warrant | Each unit comprised of 1 share of common stock and 1 non-transferrable share purchase warrant | ||||||
Exercise Price | $ / shares | $ 1.50 | $ 2 | $ 1.50 | $ 1.50 | $ 1 | |||||||
Expiration Date | Jan. 1, 2017 | Jan. 1, 2017 | Jan. 1, 2017 | Jan. 1, 2017 | Jan. 1, 2017 | |||||||
Rancho Capital Management Inc (Member) | ||||||||||||
Common stock, issued | 50,000,000 | |||||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||||
Debt settlement | $ | $ 50,000 | |||||||||||
Treasury Stock [Member] | ||||||||||||
Retired shares | 108,000,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Details | ||
Operating profit (loss) for the years ended December 31 | $ (1,561,189) | $ (201,969) |
Average statutory tax rate | 34.00% | 34.00% |
Expected income tax provisions | $ (530,804) | $ (68,669) |
Unrecognized tax gains (loses) | (530,804) | (68,669) |
Income tax expense |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Taxes Details Narrative | |
Net operating losses carried forward | $ 1,981,574 |
Expiry Year | 2,026 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | Aug. 01, 2016 | Jul. 15, 2016 | Apr. 08, 2016 | Feb. 12, 2016 | Feb. 09, 2016 |
Ira Morris (Member) | |||||
Compensation amount | $ 50,000 | ||||
Compensation term | 12 months | ||||
Rancho Capital Management Inc (Member) | |||||
Compensation amount | $ 120,000 | $ 120,000 | $ 180,000 | ||
Contractor fees | $ 120,000 | $ 120,000 | $ 180,000 | ||
Compensation term | 5 years | 5 years | 5 years | ||
President [Member] | |||||
Cash and stock payable per month | $ 5,000 | ||||
Contractor fees payable per month in cash | 3,400 | ||||
Contractor fees payble in stock per month, value | $ 1,600 | ||||
Market value of common stock | 50.00% | ||||
Signing bonus | $ 50,000 | ||||
Unrelated Party (Member) | |||||
Contractor fees | $ 50,000 | ||||
Compensation term | 1 year |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended | |||||
Feb. 09, 2017USD ($) | Feb. 01, 2017USD ($) | Feb. 12, 2016USD ($) | Jan. 06, 2017USD ($)Number | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Convertible promissory note | $ 289,000 | |||||
President [Member] | ||||||
Cash and stock payable per month | $ 5,000 | |||||
Contractor fees payable per month in cash | 3,400 | |||||
Contractor fees payble in stock per month, value | $ 1,600 | |||||
Market value of common stock | 50.00% | |||||
Signing bonus | $ 50,000 | |||||
Subsequent Event [Member] | Rancho Capital Management Inc (Member) | ||||||
Outstanding contractor fees | $ 420,000 | |||||
Subsequent Event [Member] | President [Member] | ||||||
Cash and stock payable per month | $ 5,000 | |||||
Contractor fees payable per month in cash | 3,400 | |||||
Contractor fees payble in stock per month, value | $ 1,600 | |||||
Market value of common stock | 50.00% | |||||
Signing bonus | $ 50,000 | |||||
Subsequent Event [Member] | Eagle Equities, LLC [Member] | ||||||
Convertible promissory note | $ 200,000 | |||||
Interest rate | 8.00% | |||||
Number of convertible promissory notes | Number | 2 |