Momentous Entertainment (MMEG) 10-Q/A 7 Jun 17 2017 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Jun. 07, 2017
Entity Registrant Name	MOMENTOUS ENTERTAINMENT GROUP INC
Entity Trading Symbol	mmeg
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Entity Central Index Key	1,602,381
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		821,958,420
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1

Consolidated Balance Sheets(Una

Consolidated Balance Sheets(Unaudited) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current Assets:
Cash	$ 112,809	$ 15,704
Accounts receivable	147,201	0
Prepaid acquisition costs	0	23,297
Deferred production costs	47,942	47,543
Total Current Assets	307,952	86,544
Fixed assets	7,115	0
Intangible assets	2,617,885	0
Prepaid expenses and other assets	10,100	100
Total Long-term Assets	2,635,100	100
Total Assets	2,943,052	86,644
Current Liabilities:
Accounts payable	43,168,892	148,476
Accrued expenses	79,517	20,993
Due to Company president.	27,985	52,543
Convertible notes payable, net	225,434	164,000
Notes payable	132,500	18,735
Notes payable - related party	353,727	365,680
Derivative liability	1,085,100	913,079
Total Current Liabilities	45,073,155	1,683,506
Total Liabilities	45,073,155	1,683,506
Stockholders' Deficit:
Preferred stock: $0.001 par value; 50,000,000 shares authorized; 174,060 and 138,000 shares issued and outstanding	174	138
Common stock: $0.001 par value; 5,000,000,000 shares authorized; 671,213,815 and 520,921,319 shares issued and outstanding	671,214	520,921
Paid-in capital	1,499,094	1,417,371
Accumulated deficit	(44,300,585)	(3,535,292)
Total Stockholder's Deficit	(42,130,103)	(1,596,862)
Total Liabilities and Stockholders' Deficit	$ 2,943,052	$ 86,644

Consolidated Balance sheet Pare

Consolidated Balance sheet Parentheticals (Unaudited) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Parentheticals
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	174,060	138,000
Preferred stock, shares outstanding	174,060	138,000
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	5,000,000,000	5,000,000,000
Common Stock, shares issued	671,213,815	520,921,319
Common Stock, shares outstanding	671,213,815	520,921,319

Consolidated Statement of Opera

Consolidated Statement of Operations(Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue
Revenue	$ 33,241	$ 2,500
Operating Expenses
Costs and Expenses: Server & Programming	40,985	0
Marketing, general and administrative	350,512	246,330
Goodwill impairment loss	40,574,273	0
Total operating Expenses	40,965,770	246,330
Loss from Operations	(40,932,529)	(243,830)
Other Expense
Interest expense	12,447	219,444
Change in derivative liability	(270,268)	9,087
Debt discount amortization	90,585	0
Total other expense	(167,236)	228,531
Net (Loss)	$ (40,765,293)	$ (472,361)
Net (Loss) Per Share: Basic and Diluted	$ (0.26)	$ (0.01)
Weighted Average Number of Shares Outstanding: Basic and Diluted	159,479,122	82,332,735

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Deficit - USD ($)	Preferred Stock	Preferred Stock Amount	Common Stock	Common Stock Amount	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Jan. 01, 2016	1,000	1	81,380,810	81,381	764,274	(1,720,050)	(874,394)
Issuance of Preferred Stock B to President and Officers for services	137,000	137			163,863		164,000
Issuance of shares upon conversion of debt			393,885,364	393,885	227,585		621,470
Issuance of shares for services			24,255,620	24,256	342,228		366,484
Cancellation of Common Shares - Conversion of Common to Preferred			(53,501,800)	(53,502)	(27,000)		(80,502)
Issuance of Warrant Shares			$ 74,901,325	$ 74,901	$ (53,579)		$ 21,322
Net loss						$ (1,815,242)	$ (1,815,242)
Balance. at Dec. 31, 2016	138,000	138	520,921,319	520,921	1,417,371	(3,535,292)	(1,596,862)
Issuance of shares upon conversion of debt			113,263,164	113,264	(68,685)		44,579
Issuance of shares for services	36,000	36	9,261,958	9,262	61,342		70,640
Issuance of Warrant Shares			$ 1,680,417	$ 1,680	$ 55,093		$ 56,773
Issuance of shares for S8 Acquisition	60	0	26,086,957	26,087	33,973		60,060
Net loss						$ (40,765,293)	$ (40,765,293)
Balance at Mar. 31, 2017	174,060	174	671,213,815	671,214	1,499,094	(44,300,585)	(42,130,103)

Consolidated Statement of Cashf

Consolidated Statement of Cashflows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$ (40,765,293)	$ (472,361)
Adjustments to reconcile net loss to net cash used in operating activities:
Derivative liability	172,021	224,540
Issued stock for services	70,640	113,750
Changes in accounts receivable	(147,201)	0
Prepaid acquisition costs	23,297	0
Change in fixed assets	(7,115)	0
Change in intangible assets	(2,617,885)	0
Change in deferred production costs	(399)	(10,644)
Change in prepaid assets and other expenses	(10,000)	(13,451)
Change in accounts payable and accrued expenses	43,078,939	9,348
Cash Flows Provided (Used) by Operating Activities	(202,996)	(148,818)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from notes payable	158,343	145,000
Repayments to related party	(11,953)	(10,500)
Proceeds from convertible debt	506,436	0
Debt discount	(445,001)	0
Issuance of stock for S8 acquisition	60,061	0
Issuance of warrant shares.	56,773	60,000
Due to company president.	(24,558)	(24,426)
Cash Flows Provided by Financing Activities	300,101	170,074
NET CHANGE IN CASH	97,105	21,256
Cash, beginning of period	112,809	21,270
Cash, end of period	112,809	21,270
Non-Cash Financing Transactions:
Issuance of shares for business acquisitions	40,574,273	0
Issuance of shares to settle convertible notes	56,773	340,000
Derivative liability.	172,021	224,540
Issuance of warrant shares	56,773	60,000
Total Non-Cash Financing Transactions	$ 40,859,840	$ 624,540

ORGANIZATION, BASIS OF ACCOUNTI

ORGANIZATION, BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2017
ORGANIZATION
ORGANIZATION	NOTE 1–ORGANIZATION Momentous Entertainment Group, Inc. (the “Company”) was founded by Kurt E. Neubauer as Financial Equity Partners, Inc., a Texas company, in 2004 and was incorporated as a C corporation under the laws of the State of Nevada as Momentous Entertainment Group, Inc. in November 2013. It had very limited activities until June 2011 when it started designing a detailed business plan focused on creating, producing and distributing quality entertainment content across various media channels utilizing direct response media The Company’s business plan includes the sponsoring of live concerts and other musical events. On March 24, 2016, it incorporated a wholly-owned subsidiary, Music One Corp., a Nevada Corporation, which will be the entity that manages these events. On March 10, 2017, the Company formed Online Technologies, Inc., a C corporation in the state of Wyoming for the ecommerce consumer products and services division. On March 10, 2017, the Company formed Momentous Films, Inc., a C corporation in the state of Wyoming for the over-the-top streaming media content creation and distribution division. Momentous Entertainment Group, Inc. (“MMEG” or the “Company”) was founded by Kurt E. Neubauer as Financial Equity Partners, Inc., a Texas company, in 2004 and was incorporated as a C corporation under the laws of the State of Nevada as Momentous Entertainment Group, Inc. in November 2013. We had very limited activities until June 2011 when the Company started designing a detailed business plan focused on four key business segments that receive revenues from their own specific target markets. The business segments also share synergies and products cross selling opportunities amongst themselves. This significantly increases their available The Company has evolved into an online social media network company. It is vertically organized into four business areas: 1) Social 2) Social 3) Ecommerce consumer products and services; 4) OTT O T T Current Status MMEG is an online social media network company. It is vertically organized into four business segment areas: social networking, social gaming, ecommerce sold consumer products and services, and OTT ( O T T

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a calendar year-end. Cash Equivalents For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. Inventory Inventory is valued at cost using the first-in, first-out cost flow assumption. All inventories consist of finished product ready for sale. Fair Value of Financial Instruments We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Intangible assets acquired in the acquisition of Poolworks were presented at fair value as of March 31, 201 7 and 2016 , the only liabilities presented at fair value were convertible notes payable which have been discounted for embedded derivatives using the binomial lattice model and as such are treated as level II in the hierarchy of fair value measures. Description March 31, 2017 December 31, 2016 Convertible Debt $ 225,435 $ 164,000 Derivative liabilities 1,085,100 933,079 Total $ 1,310,535 $ 1,097,079 Stock-based Compensation The Company follows Accounting Standards Codification (ASC) 718-10, Stock Compensation, The Company follows AS 505-50 in accounting for equity-based payments to non-employees. Most equity-based payments to date have been to non-employees and this standard provides that such transactions be valued at whichever is more readily determinable, the value of the goods or services received or the value of the shares given up. Since most of these transactions were entered into prior to the date in which our shares were trading, we accounted for these transactions at the share price negotiated with the Use of Estimates and Assumptions Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company has adopted the provisions of ASC 260. Loss per Share Net loss per common share is computed pursuant to ASC 260-10-45. Basic and diluted net income per common share has been calculated by dividing the net income for the period by the basic and diluted weighted average number of common shares outstanding assuming that the Company incorporated as of the beginning of the first period presented. There were no dilutive shares outstanding as of March 31, 2017 or 2016. Income Taxes The Company follows section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Revenue Recognition The Company follows ASC 605-10-S99-1 for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Subsequent Events The Company follows the guidance in ASC 855-10-50 for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010- 09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system. Business Combinations and Goodwill The Company follows the guidance of FASB ASC 805, Business Combinations - controlling interest in the acquire at the acquisition date, measured at their fair value as of that date. Additionally, FASB ASC 805- 10-25-23 requires acquisition-related costs to be recognized as expenses as incurred, rather than included in the cost allocated to the acquired assets and assumed liabilities. However, the costs to issue debt or equity securities should be recognized in accordance with other applicable GAAP. For all business combinations, the guidance requires the acquirer to recognize goodwill as of the acquisition date, measured as the excess of (a) (b) a. The aggregate of the i. The transferred consideration measured in accordance with FASB ASC 805-30, which generally requires acquisition-date fair ii. The fair value of any noncontrolling interest in the iii. In a business combination achieved in stages, the acquisition-date fair value of the acquirer’s previously-held equity interest in the b. The net of the acquisition-date amounts of the identifiable acquired assets and assumed liabilities, measured in accordance with FASB ASC If the amounts in (b) (a) Accounting for acquisitions requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as convertible features in convertible debts or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the binomial option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if these is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments, such as warrants, is also valued using the binomial option-pricing model. Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. The Company is an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2017
GOING CONCERN:
GOING CONCERN	NOTE 3–GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company has very limited financial resources, with working capital and net shareholder deficits and had generated limited revenue as of March 31, 2017. While the Company is undertaking its business plan to generate additional revenues, the Company’s cash position may not be sufficient to support the Company’s basic business plan and product development efforts. Management believes that the actions presently underway to increase the number of contracts undertaken have a realistic chance of succeeding. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

DEFERRED PRODUCTION COSTS

DEFERRED PRODUCTION COSTS	3 Months Ended
	Mar. 31, 2017
DEFERRED PRODUCTION COSTS:
DEFERRED PRODUCTION COSTS	NOTE 4–DEFERRED PRODUCTION COSTS At March 31, 2017, the Company incurred costs of $47, 942 to develop the new Crossings musical CD, the reality TV series with Bobby Dale Earnhardt, and the reality TV series with Dennis Gile. These costs have been deferred and will be amortized when the finished products are available for sale.

BUSINESS COMBINATIONS AND GOODW

BUSINESS COMBINATIONS AND GOODWILL	3 Months Ended
	Mar. 31, 2017
BUSINESS COMBINATIONS AND GOODWILL:
BUSINESS COMBINATIONS AND GOODWILL	NOTE 5-BUSINESS COMBINATIONS Poolworks (Germany), Ltd. On February 8, 2017, the Company executed Share Exchange Agreement with the shareholders of VZ Network Holdings, Inc., a Delaware company (the “Selling Company” or “VZ”), purchasing all the issued and outstanding shares of VZ for newly-issued preferred stock of MMEG, with VZ becoming a wholly-owned subsidiary of the Company. VZ owns 100% of the equity of Poolworks (Germany) Ltd, a German company with offices in Berlin. Poolworks (Germany), Ltd. owns and operates the social-media networking platforms studiVZ and meinVZ directed and offered primarily to individuals located in the Republic of Germany In exchange for the VZN Common Stock, the Company issued to the VNZ Majority Shareholders an aggregate of 10,000 shares of non-redeemable, convertible shares of Series C preferred stock of the Company (the “Company Series C Preferred Stock”). The Company amended its articles of incorporation to authorize an aggregate of 10,000 shares of Company Series C Preferred Stock. The Company’s Series C Preferred • • has a stated aggregate of $2,305,000, as to all shares of Company Series C Preferred • • provides that upon the occurrence of a “conversion event” (defined as the listing of shares of Company Common Stock on a “qualified stock exchange” (as defined)), the Company Series C Preferred Stock shall automatically convert into 20% of the • A “qualified stock exchange” is defined as any one of the New York Stock Exchange, the Nasdaq Stock Exchange (including the Nasdaq Capital Markets) or the NYSE: Market Amex Exchange. Due to a recent valuation of the Poolworks (Germany) Ltd. intangible assets, the final purchase price of 10,000 shares of non- redeemable, convertible shares of Series C preferred stock of the Company issued is valued at $2,305,000. The Company allocated the purchase price of VZ Network Holdings, Inc. to: Intangible Assets: Brand name and market awareness of Brand $ 919,200 Trademarks 459,600 Domain names 229,800 Vendor contracts – marketing, game, email 344,700 Unpatented proprietary technology 344,585 Fixed Assets 7,115 Total $ 2,305,000 The following is an analysis of consideration transferred in the exchange as well as the assets and liabilities received in the acquisition of Poolworks (Germany) Ltd.: Description Amount Consideration Issuance of preferred shares $ 2,305,000 Assumption of liability to former owner 40,574,273 Total consideration 42,879,273 Assets acquired Intangibles assets (2,305,000) Goodwill $ 40,574,273 The acquisition of Poolworks (Germany) Ltd. includes an accounts payable balance of $40,574,273 to a former owner along with accrued interest. Although the liability was assumed in the transaction, we are evaluating options including debt forgiveness or renegotiation and capital contributions relative to this debt. Accordingly, Momentous took the position that an asset of $40,574,273 was acquired in the form of goodwill but that the value is unsustainable and therefor immediately expense it as an asset impairment. Operations recorded through the business combination of Poolworks (Germany) Ltd. from February 8, 2017 through March 31, 2017 are as follows: Revenue $ 33,058 Other Income 166 Total Revenue $ 33,224 Costs of Goods Sold: Web Server Costs $ 15,363 Gross profit $ 17,861 Administrative Costs: Payroll 38,038 Office 4,438 Accounting fees 655 Rent 4,872 Travel 1,024 Currency Translation (78) Total Operating Costs $ 48,949 Net Loss $ (31,088) In accordance with SEC Rule 11-02, the pro forma financial statements for the two years presented in this March 31, 2017 10-Q are as follows: Pro Forma Income Statement Momentous Entertainment Company, Inc. For December 31, 2015 and 2016 12/31/16 12/31/15 Revenue $ 382,668 $ 604,919 Project costs 143,562 575,269 Marketing, general and administrative 2,078,895 2,189,297 Total Operating Expenses 2,222,457 2,764,566 Loss from Operations (1,839,789) (2,159,647) Other Income(Expense) Interest expense (508,295) (1,303,392) Value of derivative liability 161,462 - Total Other Income(Expense) (346,833) (1,303,392) Net (Loss) (1,492,956) (856,255) Other comprehensive income Translation adjustment 1,852,950 5,379,396 Total comprehensive income (loss) $ 359,994 $ 4,523,141

ASSET ACQUISITION

ASSET ACQUISITION	3 Months Ended
	Mar. 31, 2017
ASSET ACQUISITION
ASSET ACQUISITION	NOTE 6-ASSET ACQUISITION Purchase of the Chimera® Game assets On March 10, 2017, the Company executed an Asset Purchase Agreement with Nathan Levine, an individual, to purchase the domain name, ChimeraCompanyGames.com (the “Website”), as well as other associated domain names, Internet Protocol address of the website, web development, software development, design work, engineering work, images and pictures displayed on the website, computer software, artwork, programs and documentation used in the operation of the website, all tangible property mentioned, including but not limited to equipment, business machines, computer hardware and software, tooling and other fixed assets or personal property, all intangible property, including but not limited to all rights, titles and interests of the Seller, if any, under any leases of property or equipment, all intellectual property rights, including but not limited to, trademarks, trade names, service marks, service names copyrights, telephone numbers, telephone listings, email listings, databases and the like, all contracts and agreements relating to the business inventories, accounts receivable, and all other assets used in the operation of the business. Not included in the sale was existing The purchase price was established as $320,000 with $190,000 paid in a combination of cash and preferred stock and the $130,000 balance financed by a 6% note payable that will be paid in 18 equal monthly payments commencing April 1, 2017. The preferred stock is convertible at the holder’s option into 60,000 shares of common stock. On March 10, 2017, the Company allocated the $320,000 purchase price of the Chimera® Game assets Intangible Assets: Chimera® Trademark $ 50,000 Email addresses 100,000 Chimera® Online Games 170,000 Total $ 320,000 The Company also signed a consulting agreement with Nathan Levine under which Mr. Levine has agreed to assist in the development of games for which he will be paid by the issuance of unrestricted common stock with a market value of $60,000. The Company also executed consulting agreements with Arkham Labs, developers of Chimera Games to continue the growth of the gaming platform by creating new games for the German social media platform (VZ), and Facebook as well as to update and maintain games currently running. Prioritizing time towards games with the highest earnings and new development with the highest projected return on investment. These games are to be fully owned by the Company. Payment for work done will be made by the issuance of unrestricted common stock. The Company also signed a support services agreement with Arkham Labs to provide customer support to Chimera gamers as they enjoy the various

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	3 Months Ended
	Mar. 31, 2017
ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	NOTE 7–ACCOUNTS PAYABLE AND ACCRUED EXPENSES At March 31, 2017, the Company incurred $49,168,892 in accounts payable which relate to Poolworks intercompany expenses with Momentous and operating expenses of administrative fees and $79,51 7 in accrued expenses, including an accrual of professional fees.

CONVERTIBLE DEBT

CONVERTIBLE DEBT	3 Months Ended
	Mar. 31, 2017
CONVERTIBLE DEBT
CONVERTIBLE DEBT	NOTE 8–CONVERTIBLE DEBT The Convertible debt as of March 31, 2017, and December 31, 2016 consisted of the following Short-Term debt: March 31, December 31, Description 2017 2016 LG Capital Funding – loan agreement described below $ 222,050 $ 82,675 Quarum Holdings, LLC – loan agreement described below 166,995 80,325 Adar Bays, LLC tranche 1 – loan agreement described below 1,000 1,000 Power Up Lending Group, LLC 53,000 - Actus Fund, LLC 75,000 - Cerebus Finance Group, Inc. 28,890 - Crossover Capital Fund II, LLC 36,750 - Eagle Equities, LLC 26,750 - JSJ Investments, Inc. 60,000 - Total Convertible Notes $ 670,435 $ 164,000 Less Debt Discount (445,001) - Net Convertible Notes $ 225,434 164,000 At March 31, 2017, the Company is obligated under convertible notes payable with an aggregate principal balance of $670,43 5 , all of which mature in by February 2018. The notes are convertible at variable prices on the closing bid. The Company recorded debt discount of $445,001 from a derivative valuation of all the convertible promissory notes at March 31, 2017. The net value of the Convertible Promissory Notes at March 31, 2017 is $225,434. On January 20, 2017, the Company entered into a $84,263 convertible promissory note with LG Capital Funding, LLC, bearing interest at 8%, with a maturity date of January 20, 2018. The note is convertible into common shares at a 45% discount to the lowest closing bid price with a 20 day look back. This agreement also includes an additional note of $84,263, for which the Company has not taken. The Company incurred legal fees of $3,750 and broker fees of $7,500 associated with this note. The Company On February 8, 2017, the Company entered into a convertible promissory note with LG Capital Funding, LLC for $84,26 3 , bearing interest at 8% with a maturity date of February 8, 2018. This note is convertible into common shares at a 45% discount to the lowest closing bid price with a 20 day look back. The agreement also includes another $84,263 promissory note that the Company has not taken. The Company incurred $3,750 in legal fees, $5,513 in original issue discount fees, and $7,500 in legal fees associated with this note. On February 8, 2017, the Company issued 3,370,000 in warrants to LG Capital Funding, LLC, exercisable into 3,370,000 shares of common stock at a price per share of $0.005 or an aggregate price of $16,850. LG Capital Funding, LLC converted a total of $29,150 in principal amount of notes payable and $180 of accrued interest into 72,654,022 shares of the Company’s common stock during the dates as follows: Date Issued Shares Common Conversion Price Per Share Interest Total 01/03/17 23,958,961 $ 0.000385 $ 24.20 $ 9,200 01/12/17 24,000,857 0.000385 40.33 9,200 02/09/17 24,694,204 0.000440 115.45 10,750 72,654,022 179.97 $ 29,150 On January 20, 2017, the Company entered into a $28,890 convertible promissory note with Quarum Holdings LLC, bearing 8% interest, with a maturity date of January 20, 2018. The Company incurred $2,000 in legal fees and $1,890 in original issue discount fees associated with this note. This note is convertible into common shares at a price equal to 55% of the Company’s common stock of the lowest bid price for the twenty prior trading days. In addition, the Company issued a warrant exercisable into 3,852,000 On February 2 , 2017, the Company entered into a $28,890 convertible promissory note with Quarum Holdings, LLC, bearing interest at 8% with a maturity date of February 8, 2018. This note is convertible into common shares at a price equal to 55% of the Company’s common stock of the lowest bid price for the twenty prior trading days. This note also includes another $28,890 for which the Company has not taken. The Company incurred $2,000 in legal expenses, $1,890 in original issue discount fees and $2,000 in investor fees , and $2,000 in lender fees associated with this note On February 8, 2017, the Company entered into a $28,890 convertible promissory note with Quarum Holdings, LLC, bearing interest at 8% with a maturity date of February 8, 2018. This note is convertible into common shares at a price equal to 55% of the Company’s common stock of the lowest bid price for the twenty prior trading days. This note also includes another $28,890 for which the Company has not taken. The Company incurred $2,000 in legal expenses, $1,890 in original issue discount fees and $2,000 in investor fees associated with this note . Quarum Holdings, LLC converted a total of $15,635 of principal amount of notes payable into 40,609,142 shares of common stock during the following dates: Date Issued Shares Common Conversion Price Per Share Total 01/05/17 12,987,013 $ 0.000385 $ 5,000 01/12/17 27,622,129 0.000385 10,635 40,609,142 $ 15,635 On February 9, 2017, Quarum Holdings, LLC converted 1,680,417 warrant shares of the Company’s common stock at a conversion rate of $0.00077 per share, or an aggregate total of $1,294. On January 4, 2017, the Company entered into a $28,000 convertible promissory note with the Power Up Lending Group, Ltd, bearing 8% interest , with a maturity date of October 28, 2017. The Company incurred legal costs of $2,000 and original issue discount fees of $1,000 associated with this note. The conversion price shall be subject to a discount of 45%, determined on the basis of On February 9, 2017, the Company entered into a $25,000 convertible promissory note with Power Up Lending Group, Ltd, bearing interest at 8%, with a maturity date of 180 days. The conversion price shall be subject to a discount of 45%, determined on the basis of the three lowest closing bid prices for the Company’s common stock during the prior 15 trading day period. The Company incurred legal costs of $2,000 and $1,000 in investor fees associated with this note. February 8, 2017, the Company entered into a $28,890 convertible promissory note with Cerberus Finance Group, LTD, bearing interest at 8% with a maturity date of February 8, 2018. This note is convertible into common shares at a price equal to 55% of the lowest closing bid of the Company’s common stock as reported on the OTC exchange for the twenty prior trading days. This note also includes another $28,890 note for which the Company has not taken. The Company incurred $2,000 in legal fees and $1,890 in original interest discount fees associated with this note. The Company issued a warrant exercisable into 1,155,600 shares of common stock with an aggregate value of $5,778 to Cerberus Finance Group, Ltd. On February 10, 2017, the Company entered into a $36,750 convertible promissory note with Crossover Capital Fund II, LLC, bearing interest at 8% with a maturity date of February 10, 2018. This note is convertible into common shares at a price equal to 60% of the lowest trading price of the Company’s common stock for the twenty days prior trading days. The Company incurred legal fees of $2,000, original issue discount fees of $1,750, and investor fees of $3,500 associated with this note. On February 15, 2017, the Company entered into a $60,000 convertible promissory note with JSJ investments, with a 12% interest rate, with a maturity date of nine months from issuance. This note is convertible into common shares at a price equal to a 45% discount to the lowest closing bid during the previous twenty trading days. The Company incurred $2,000 in legal fees and $4,200 in original issue discount fees associated with this note. On February 16, 2017, the Company entered into a $75,000 convertible promissory note with Auctus Fund, LLC, bearing interest at 12% with a maturity date of November 16, 2017. This note is convertible into common shares at a price equal to the lesser of 55% multiplied by the lowest trading price during the previous twenty-day trading period and the variable conversion price of 50% of the market price, which is the lowest trading price during the last twenty-five trading days. The Company incurred $2,750 in legal fees, lender fees On January 20, 2017, the Company issued a warrant to Quarum Holdings, LLC, exercisable into 3,852,000 shares of common stock at a price per share of $0.0015 or an aggregate price of $5,778. On February 8, 2017, the Company issued a warrant to Quarum Holdings, LLC exercisable into 1,155,600 shares of common stock at a price per share of $0.005 or an aggregate price of $5,778. On February 23, 2017, the Company entered into a $26,500 convertible promissory note with Eagle Equities, LLC, bearing interest at 8% with a 12-month term. This note is convertible into common shares at a price equal to the lesser of 45% discount to the lowest closing bid price with a 20 day look back. The Company incurred $3,000 in legal fees and $1,750 in lender fees associated with this note. On February 23, 2017, the Company issued 2,140,000 in warrants to Eagle Equities, LLC at a price per share of $0.0025 or an aggregate price of $5,350.

LOANS

LOANS	3 Months Ended
	Mar. 31, 2017
LOANS:
LOANS	NOTE 9-LOANS On March 10, 2017, the Company entered into a note payable with Nathan Levine for $130,000 as part of the financed purchase of the Chimera Games assets. The $130,000 note bears interest at 8% and is due in 18 equal monthly payments commencing on April 1, 2017.

DEMAND LOANS FROM PRESIDENT

DEMAND LOANS FROM PRESIDENT	3 Months Ended
	Mar. 31, 2017
DEMAND LOANS FROM PRESIDENT:
DEMAND LOANS FROM PRESIDENT	NOTE 10–DEMAND LOANS FROM RELATED PARTY At March 31, 2017 , the Company was obligated for demand loans aggregating $336,497 due to the Company’s President. The loans were made from his personal resources, the proceeds from which were used to finance operations. All demand loans made by the Company’s President bear interest at 3% per annum. The Company also had a demand loan payable outstanding in the principal amount of $17,230 due to a director and officer of the Company.

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	3 Months Ended
	Mar. 31, 2017
DERIVATIVE LIABILITIES:
DERIVATIVE LIABILITIES	NOTE 11 - DERIVATIVE LIABILITIES The Company identified the conversion features embedded within its convertible debts as financial derivatives. The Company has determined that the embedded conversion option should be accounted for at fair value. Description Amount Derivative liabilities - December 31, 2016 $ 913,079 Add fair value at the commitment date for convertible notes issued during the current year 2,546,005 Less derivatives due to conversion (519,568) Fair value mark to market adjustment for derivatives 1,854,416 Derivative liabilities - March 31, 2017 $ 1,085,099 The Company recorded derivative interest expenses for the period ended March 31, 2017 of $519,569. The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions during the current quarter: Assumption Commitment Date Re-measurement Date Expected dividends - % - % Expected volatility 362-388 % 182-396 % Expected term in years .71-1.74 Yrs 0.08-1.61 Yrs Risk free interest rate: .63-1.2 % .74-1.03 %

SHARE CAPITAL

SHARE CAPITAL	3 Months Ended
	Mar. 31, 2017
SHARE CAPITAL
SHARE CAPITAL	NOTE 12–SHARE CAPITAL During 2016, the Company issued 113,263,164 shares of common stock for promissory note conversions as outlined in Note 8. On February 7, 2017, the Company issued 5,000 shares of the Company’s Preferred Series B stock to Laureen Falco, Chief Accounting Officer for $5,000 in services. On February 7, 2017, the Company issued 30,000 shares of the Company’s Preferred Series B stock to David Micek, Senior V.P of Corporate Development, for $30,000 in services. On February 7, 2017, the Company issued 1,000 shares of the Company’s Preferred Series B stock to Dennis Gile for $1,000 in services. On February 9, 2017, Quarum Holdings, LLC exercised a warrant into 1,680,417 shares of the Company’s common stock at a conversion rate of $.003815 per share or On March 21, 2017, the Company issued 9,261,958 shares of the Company’s common stock at $.0374 per share to Carter Terry for broker services or $34,640. On March 21, 2017, the Company issued 26,086,957 shares of the Company’s common stock at $0.0023 for $60,000 to Nathan Levine as part of the S8 acquisition of Chimera® Game

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2017
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 13–RELATED PARTY TRANSACTIONS At March 31, 2017, the Company had accounts payable and accrued interest on the demand note of $27,985 due to its President. This amount principally relates to payments made by the Company’s President on behalf of the Company in connection with administrative expenses, deferred production costs on the reality TV series and accrued interest on the $336,497 demand loan by the Company’s At March 31, 2017, the Company had a non-interest bearing loan of $17,230 with an officer and director. The note is unsecured.

2017 NON-STATUTORY STOCK OPTION

2017 NON-STATUTORY STOCK OPTION PLAN	3 Months Ended
	Mar. 31, 2017
2017 NON-STATUTORY STOCK OPTION PLAN:
2017 NON-STATUTORY STOCK OPTION PLAN	NOTE 1 4 -2017 NON-STATUTORY STOCK OPTION PLAN In March 2017, the Company adopted its 2017 Non-Statutory Stock Option Plan (hereinafter referred to as the “Plan”), the nature and purpose of which is to compensate the Company’s officers, directors, employees, and consultants (hereafter, collectively, “Participants” or individually a “Participant”) for services rendered to the Company and to generate an increased incentive to contribute to the progress of the Company. The Plan is attached as an exhibit to this filing and provides for the issuance of up to 150,000,000 shares of the Registrant’s common stock (par value $.001) in connection with common stock purchase options granted under the Plan (grants of common stock purchase options are hereafter generically referred to as “Awards.” Awards under the Plan may be made at any time up until March 15, 2027 (the “Plan Expiration Date”). The Company’s Board of Directors (“Board”) may appoint and maintain as administrator of this Plan the Compensation Committee (the “Committee”) of the Board which shall consist of at least three members of the Board. Until such time as the Committee is duly constituted, the Board itself shall have and fulfill the duties herein allocated to the Committee. The Committee shall have full power and authority to designate Plan participants, to determine the provisions and terms of respective Awards (which need not be identical as to number of shares covered by any Award, the method of exercise as related to exercise in whole or in installments, The purchase price of each share of stock placed under the Award shall be determined by the Board not be less than ten percent (10%) of the fair market value of such share on the date the Award is granted or more than the fair market value of such share on the date the Award is granted. The stock subject to this Plan shall consist of un-issued shares or previously issued shares reacquired and held by the Company or any affiliated corporation, and such amount of shares shall be and is hereby reserved for sale for such purpose. The Award exercise period shall be a term determined by the Committee but not for a period of more than ten years from the date of grant. The Plan is not qualified under Section 401(a) of the Internal Revenue Code. To the extent that a participant receives an Award of common stock purchase options with an exercise price below the fair value of the underlying common stock, such Participant may recognize ordinary income with respect to the difference between the exercise price and fair value. To the extent that a Participant receives an Award of common stock, the Participant will recognize ordinary income equal to the aggregate fair market value of the shares issued to the Participant as of the date of issuance. The termination of a participant’s directorship, employment, consulting relationship may result in the forfeiture of any unvested portion of an Award granted under the Plan. Moreover, any Award of common stock purchase options must be exercised within six months of the cessation of a Participant’s directorship, employment, or consulting relationship with the Company, as applicable. In the case of a participant’s death, such exercise period is extended an additional six months. In the case of a Participant’s termination or removal for “cause” as defined in the Plan, any unvested portion of an Award of common stock purchase options or other securities shall be immediately forfeited to the Company. The Company filed a Registration Statement on Form S-8 in March 2017 to register those 150,000,000 shares of common stock underlying the options in the Plan.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2017
SUBSEQUENT EVENTS:
SUBSEQUENT EVENTS	NOTE 1 5 –SUBSEQUENT EVENTS On April 3,2017, the Company formed Nutritional Systems, Inc., a C corporation formed in Wyoming for the nutritional products sales. On April 15, 2017, John Pepe resigned as Chief Operations Officer, Corporate Secretary and Director of the Company On April 15, 2017, the Company appointed David Micek to the position of Chief Operations Officer of the Company. On April 19, 2017, the Company agreed to settle an old 2012 outstanding V.A.T. obligation between Poolworks (Germany), Ltd. and Finanzamt fur Korperschaften III for an amount of $692,550 through a monthly payment plan from April 28, 2017 through January 29, 2018. The Company made the first payment of $54,879 on April 28, 2017.

RESTATEMENT

RESTATEMENT	3 Months Ended
	Mar. 31, 2017
RESTATEMENT:
RESTATEMENT	NOTE 16 – RESTATEMENT

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES (POLICIES)	3 Months Ended
	Mar. 31, 2017
SIGNIFICANT ACCOUNTING POLICIES (POLICIES):
Basis of Accounting	Basis of Accounting The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a calendar year-end.
Cash and Cash Equivalents, Policy	Cash Equivalents For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
Inventory, Policy	Inventory Inventory is valued at cost using the first-in, first-out cost flow assumption. All inventories consist of finished product ready for sale.
Fair Value of Financial Instruments	Fair Value of Financial Instruments We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Intangible assets acquired in the acquisition of Poolworks were presented at fair value as of March 31, 201 7 and 2016 , the only liabilities presented at fair value were convertible notes payable which have been discounted for embedded derivatives using the binomial lattice model and as such are treated as level II in the hierarchy of fair value measures. Description March 31, 2017 December 31, 2016 Convertible Debt $ 225,435 $ 164,000 Derivative liabilities 1,085,100 933,079 Total $ 1,310,535 $ 1,097,079
Stock-based Compensation	Stock-based Compensation The Company follows Accounting Standards Codification (ASC) 718-10, Stock Compensation, The Company follows AS 505-50 in accounting for equity-based payments to non-employees. Most equity-based payments to date have been to non-employees and this standard provides that such transactions be valued at whichever is more readily determinable, the value of the goods or services received or the value of the shares given up. Since most of these transactions were entered into prior to the date in which our shares were trading, we accounted for these transactions at the share price negotiated with the
Use of Estimates and Assumptions	Use of Estimates and Assumptions Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company has adopted the provisions of ASC 260.
Loss per Share	Loss per Share Net loss per common share is computed pursuant to ASC 260-10-45. Basic and diluted net income per common share has been calculated by dividing the net income for the period by the basic and diluted weighted average number of common shares outstanding assuming that the Company incorporated as of the beginning of the first period presented. There were no dilutive shares outstanding as of March 31, 2017 or 2016.
Income Taxes, Policy	Income Taxes The Company follows section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
Revenue Recognition	Revenue Recognition The Company follows ASC 605-10-S99-1 for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Subsequent Events, Policy	Subsequent Events The Company follows the guidance in ASC 855-10-50 for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010- 09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.
Business Combinations and Goodwill	Business Combinations and Goodwill The Company follows the guidance of FASB ASC 805, Business Combinations - controlling interest in the acquire at the acquisition date, measured at their fair value as of that date. Additionally, FASB ASC 805- 10-25-23 requires acquisition-related costs to be recognized as expenses as incurred, rather than included in the cost allocated to the acquired assets and assumed liabilities. However, the costs to issue debt or equity securities should be recognized in accordance with other applicable GAAP. For all business combinations, the guidance requires the acquirer to recognize goodwill as of the acquisition date, measured as the excess of (a) (b) a. The aggregate of the i. The transferred consideration measured in accordance with FASB ASC 805-30, which generally requires acquisition-date fair ii. The fair value of any noncontrolling interest in the iii. In a business combination achieved in stages, the acquisition-date fair value of the acquirer’s previously-held equity interest in the b. The net of the acquisition-date amounts of the identifiable acquired assets and assumed liabilities, measured in accordance with FASB ASC If the amounts in (b) (a) Accounting for acquisitions requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.
Derivative Financial Instruments	Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as convertible features in convertible debts or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the binomial option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if these is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments, such as warrants, is also valued using the binomial option-pricing model.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. The Company is an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The

Fair Value of Financial Instrum

Fair Value of Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2017
Fair Value of Financial Instruments {1}
Schedule of Fair Value of Financial Instruments	Intangible assets acquired in the acquisition of Poolworks were presented at fair value as of March 31, 201 7 and as of March 31, 201 7 and 2016 , the only liabilities presented at fair value were convertible notes payable which have been discounted for embedded derivatives using the binomial lattice model and as such are treated as level II in the hierarchy of fair value measures. Description March 31, 2017 December 31, 2016 Convertible Debt $ 225,435 $ 164,000 Derivative liabilities 1,085,100 933,079 Total $ 1,310,535 $ 1,097,079

BUSINESS COMBINATIONS AND GOO25

BUSINESS COMBINATIONS AND GOODWILL (Tables)	3 Months Ended
	Mar. 31, 2017
BUSINESS COMBINATIONS AND GOODWILL (Tables)
Schedule of Company allocated the purchase price of VZ Network Holdings, Inc	The Company allocated the purchase price of VZ Network Holdings, Inc. to: Intangible Assets: Brand name and market awareness of Brand $ 919,200 Trademarks 459,600 Domain names 229,800 Vendor contracts – marketing, game, email 344,700 Unpatented proprietary technology 344,585 Fixed Assets 7,115 Total $ 2,305,000
ACQUISITION OF POOLWORKS(Germany) Ltd (TABLE)	The following is an analysis of consideration transferred in the exchange as well as the assets and liabilities received in the acquisition of Poolworks (Germany) Ltd.: Description Amount Consideration Issuance of preferred shares $ 2,305,000 Assumption of liability to former owner 40,574,273 Total consideration 42,879,273 Assets acquired Intangibles assets (2,305,000) Goodwill $ 40,574,273
Schedule of revenue expenses recorded through the business combination of Poolworks (Germany) Ltd.	The revenue expenses recorded through the business combination of Poolworks (Germany) Ltd. from February 8, 2017 through March 31, 2017 are as follows: Revenue $ 33,058 Other Income 166 Total Revenue $ 33,224 Costs of Goods Sold: Web Server Costs $ 15,363 Gross profit $ 17,861 Administrative Costs: Payroll 38,038 Office 4,438 Accounting fees 655 Rent 4,872 Travel 1,024 Currency Translation (78) Total Operating Costs $ 48,949 Net Loss $ (31,088)
Pro Forma Income Statement(TABLE)	Pro Forma Income Statement Momentous Entertainment Company, Inc. For December 31, 2015 and 2016 12/31/16 12/31/15 Revenue $ 382,668 $ 604,919 Project costs 143,562 575,269 Marketing, general and administrative 2,078,895 2,189,297 Total Operating Expenses 2,222,457 2,764,566 Loss from Operations (1,839,789) (2,159,647) Other Income(Expense) Interest expense (508,295) (1,303,392) Value of derivative liability 161,462 - Total Other Income(Expense) (346,833) (1,303,392) Net (Loss) (1,492,956) (856,255) Other comprehensive income Translation adjustment 1,852,950 5,379,396 Total comprehensive income (loss) $ 359,994 $ 4,523,141

ASSET ACQUISITION(TABLE)

ASSET ACQUISITION(TABLE)	3 Months Ended
	Mar. 31, 2017
ASSET ACQUISITION(TABLE):
ASSET ACQUISITION (TABLE)	On March 10, 2017, the Company allocated the $320,000 purchase price of the Chimera® Game assets Intangible Assets: Chimera® Trademark $ 50,000 Email addresses 100,000 Chimera® Online Games 170,000 Total $ 320,000

CONVERTIBLE DEBT (Tables)

CONVERTIBLE DEBT (Tables)	3 Months Ended
	Mar. 31, 2017
CONVERTIBLE DEBT {2}
Schedule of Convertible Debt consisting following Short-Term debt	The Convertible debt as of March 31, 2017, and December 31, 2016 consisted of the following Short-Term debt: March 31, December 31, Description 2017 2016 LG Capital Funding – loan agreement described below $ 222,050 $ 82,675 Quarum Holdings, LLC – loan agreement described below 166,995 80,325 Adar Bays, LLC tranche 1 – loan agreement described below 1,000 1,000 Power Up Lending Group, LLC 53,000 - Actus Fund, LLC 75,000 - Cerebus Finance Group, Inc. 28,890 - Crossover Capital Fund II, LLC 36,750 - Eagle Equities, LLC 26,750 - JSJ Investments, Inc. 60,000 - Total Convertible Notes $ 670,435 $ 164,000 Less Debt Discount (445,001) - Net Convertible Notes $ 225,434 164,000
Schedule of LG Capital Funding, LLC converted notes payable and interest into shares of common stock	LG Capital Funding, LLC converted a total of $29,150 in principal amount of notes payable and $180 of accrued interest into 72,654,022 shares of the Company’s common stock during the dates as follows: Date Issued Shares Common Conversion Price Per Share Interest Total 01/03/17 23,958,961 $ 0.000385 $ 24.20 $ 9,200 01/12/17 24,000,857 0.000385 40.33 9,200 02/09/17 24,694,204 0.000440 115.45 10,750 72,654,022 179.97 $ 29,150
Schedule of Quarum Holdings, LLC converted notes payable and interest into shares of common stock	Quarum Holdings, LLC converted a total of $15,635 of principal amount of notes payable into 40,609,142 shares of common stock during the following dates: Date Issued Shares Common Conversion Price Per Share Total 01/05/17 12,987,013 $ 0.000385 $ 5,000 01/12/17 27,622,129 0.000385 10,635 40,609,142 $ 15,635

SCHEDULE OF DERIVATIVE LIABILIT

SCHEDULE OF DERIVATIVE LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2017
SCHEDULE OF DERIVATIVE LIABILITIES
Schedule of convertible debts as financial derivatives	The Company identified the conversion features embedded within its convertible debts as financial derivatives. The Company has determined that the embedded conversion option should be accounted for at fair value. Description Amount Derivative liabilities - December 31, 2016 $ 913,079 Add fair value at the commitment date for convertible notes issued during the current year 2,546,005 Less derivatives due to conversion (519,568) Fair value mark to market adjustment for derivatives 1,854,416 Derivative liabilities - March 31, 2017 $ 1,085,099
Schedule of Fair Value at the commitment and re-measurement	The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions during the current quarter: Assumption Commitment Date Re-measurement Date Expected dividends - % - % Expected volatility 362-388 % 182-396 % Expected term in years .71-1.74 Yrs 0.08-1.61 Yrs Risk free interest rate: .63-1.2 % .74-1.03 %

Fair Value of Financial Instr29

Fair Value of Financial Instruments (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Fair Value of Financial Instruments Details
Convertible Debt	$ 225,435	$ 164,000
Derivative liabilities	1,085,100	933,079
Total	$ 1,310,535	$ 1,097,079

DEFERRED PRODUCTION COSTS (Deta

DEFERRED PRODUCTION COSTS (Details)	Mar. 31, 2017USD ($)
DEFERRED PRODUCTION COSTS DETAILS
Incurred costs to develop the new Crossings musical CD	$ 47,942

BUSINESS COMBINATIONS AND GOO31

BUSINESS COMBINATIONS AND GOODWILL (Details)	Feb. 08, 2017USD ($)shares
BUSINESS COMBINATIONS AND GOODWILL Details
VZ becoming a wholly-owned subsidiary of the Company	100.00%
Authorize an aggregate shares of Company Series C Preferred Stock | shares	10,000
Outstanding intercompany payable	$ 43,648,999
One of its former owners that consist of payable	34,061,074
Accrued interest on this payable	9,577,925
Company recognized goodwill	$ 40,574,273

Company allocated the purchase

Company allocated the purchase price of VZ Network Holdings, Inc (Details)	Mar. 31, 2017USD ($)
Intangible Assets:
Brand name and market awareness of Brand	$ 919,200
Trademarks	459,600
Domain names	229,800
Vendor contracts - marketing, game, email	344,700
Unpatented proprietary technology	344,585
Fixed Assets	7,115
Total Intangible Assets of VZ Network Holdings	$ 2,305,000

Revenue expenses recorded throu

Revenue expenses recorded through the business combination of Poolworks (Germany) Ltd (Details)	2 Months Ended
	Mar. 31, 2017USD ($)
Revenue expenses recorded through the business combination of Poolworks (Germany) Ltd Details
Revenue	$ 33,058
Other Income	166
Total Revenue	33,224
Costs of Goods Sold:
Web Server Costs	15,363
Gross profit	17,861
Administrative Costs:
Payroll	38,038
Office	4,438
Accounting fees	655
Rent	4,872
Travel	1,024
Currency Translation	(78)
Total Operating Costs	48,949
Net Loss	$ (31,088)

Company allocated the purchas34

Company allocated the purchase price of the Chimera® Game assets (Details)	Mar. 10, 2017USD ($)
Intangible Assets:
Chimera® Trademark	$ 50,000
Email addresses	100,000
Chimera® Online Games	170,000
Total Intangible Assets of the Chimera® Game assets	$ 320,000

ASSET ACQUISITION (Details)

ASSET ACQUISITION (Details)	Mar. 10, 2017USD ($)shares
ASSET ACQUISITION Details
Purchase price established amount	$ 320,000
Paid in cash and preferred stock	190,000
Balance amount	$ 130,000
Interest on notes payable	6.00%
The preferred stock is convertible at the holder's option into shares common stock | shares	60,000

ACCOUNTS PAYABLE AND ACCRUED 36

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details)	Mar. 31, 2017USD ($)
ACCOUNTS PAYABLE AND ACCRUED EXPENSES DETAILS
Company incurred in accounts payable	$ 49,168,892
Operating expenses of administrative fees and in accrued expenses	$ 79,517

Convertible debt consisted of t

Convertible debt consisted of the following Short-Term debt (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Convertible debt consisted of the following Short-Term debt Details
LG Capital Funding - loan agreement described below	$ 222,050	$ 82,675
Quarum Holdings, LLC - loan agreement described below	166,995	80,325
Adar Bays, LLC tranche 1 - loan agreement described below	1,000	1,000
Power Up Lending Group, LLC	53,000
Actus Fund, LLC	75,000
Cerebus Finance Group, Inc.	28,890
Crossover Capital Fund II, LLC	36,750
Eagle Equities, LLC	26,750
JSJ Investments, Inc.	60,000
Total Convertible Notes	670,435	164,000
Less Debt Discount	(445,001)
Net Convertible Notes	$ 225,434	$ 164,000

Convertible debt LG CAPITAL FUN

Convertible debt LG CAPITAL FUNDING, LLC (Details) - USD ($)	Mar. 31, 2017	Feb. 08, 2017	Jan. 20, 2017
Convertible debt LG CAPITAL FUNDING, LLC Details
Convertible notes payable with an aggregate principal balance	$ 670,435
Company recorded debt discount from a derivative valuation	445,001
Net value of the Convertible Promissory Notes	$ 225,434
Company entered into a convertible promissory note with LG Capital Funding		$ 84,263	$ 84,263
Convertible promissory note with LG Capital Funding bearing interest at		8.00%	8.00%
Note is convertible into common shares at a discount to the lowest closing bid price with a 20 day look back		45.00%	45.00%
Agreement also includes an additional note		$ 84,263	$ 84,263
legal fees LG Capital Funding, LLC		3,750	3,750
Original issue discount fees		5,513
Legal fees associated with this note		$ 7,500
Brokers fees LG Capital Funding, LLC			$ 7,500
Company issued a warrant exercisable into common shares		3,370,000	11,253,333
Company issued a warrant exercisable into common shares at a price per share		$ 0.005
Company issued a warrant exercisable into common shares at an aggregate exercise amount		$ 16,850	$ 16,853

CONVERSION OF DEBT TO EQUITY (D

CONVERSION OF DEBT TO EQUITY (Details) - USD ($)	Mar. 31, 2017	Feb. 09, 2017	Jan. 12, 2017	Jan. 05, 2017	Jan. 03, 2017
Conversion of Debt to Equity Details
LG Capital Funding, LLC Shares Common		24,694,204	24,000,857		23,958,961
LG Capital Funding, LLC Conversion Price Per Share		$ 0.00044	$ 0.000385		$ 0.000385
LG Capital Funding, LLC Interest		$ 115.45	$ 40.33		$ 24.20
LG Capital Funding, LLC Total	$ 29,150	$ 10,750	$ 9,200		$ 9,200
LG Capital Funding, LLC Total Shares Common	72,654,022
LG Capital Funding, LLC Total Interest	$ 179.97
QUARUM HOLDINGS, LLC Shares Common			27,622,129	12,987,013
QUARUM HOLDINGS, LLC Conversion Price Per Share			0.000385	0.000385
QUARUM HOLDINGS, LLC Total	$ 15,635		$ 10,635	$ 5,000
QUARUM HOLDINGS, LLC Total Shares Common	40,609,142

Convertible debt QUARUM HOLDING

Convertible debt QUARUM HOLDINGS, LLC (Details)	Feb. 23, 2017USD ($)$ / shares	Feb. 16, 2017USD ($)	Feb. 15, 2017USD ($)	Feb. 10, 2017USD ($)	Feb. 09, 2017USD ($)	Feb. 08, 2017USD ($)$ / shares	Jan. 20, 2017USD ($)$ / shares	Jan. 04, 2017USD ($)
Convertible debt QUARUM HOLDINGS, LLC Details
Quarum Holdings, LLC converted warrant shares of the Company's common stock					$ 1,680,417
Quarum Holdings, LLC converted warrant shares of the Company's common stock at a conversion rate					0.00077
Quarum Holdings, LLC converted warrant shares of the Company's common stock an aggregate total					$ 1,294
Company entered into a convertible promissory note with the Power Up Lending Group					$ 25,000			$ 28,000
Company entered into a convertible promissory note with the Power Up Lending Group bearing interest					8.00%			8.00%
Company incurred legal fees	$ 3,000	$ 2,750	$ 2,000	$ 2,000	$ 2,000	$ 2,000		$ 2,000
Investor fees associated with this note				3,500	$ 1,000
Company incurred lender fees	1,750	7,000
Company incurred Brokers fees		$ 3,263
Original issue discount fees			$ 4,200	$ 1,750		1,890		$ 1,000
Conversion price shall be subject to a discounton of the three lowest closing bid prices for the Company					45.00%			45.00%
Company entered into a convertible promissory note with Cerberus Finance Group						$ 28,890
Company entered into a convertible promissory note with Cerberus Finance Group bearing interest						8.00%
Note is convertible into common shares at a price equal to the lowest closing bid of the Company		55.00%	45.00%	60.00%		55.00%	45.00%
Note also includes another note for which the Company has not taken						$ 28,890
Company issued a warrant exercisable into common shares of Cerberus Finance Group, Ltd						1,155,600
Company issued a warrant exercisable into common shares at an aggregate value of Cerberus Finance Group, Ltd						5,778
Company entered into a convertible promissory note with Crossover Capital Fund II, LLC				$ 36,750
Company entered into a convertible promissory note with Crossover Capital Fund II, LLC bearing interest				8.00%
Company entered into a convertible promissory note with JSJ investments		$ 75,000	$ 60,000
Company entered into a convertible promissory note with JSJ investments bearing interest		12.00%	12.00%
Company entered into a convertible promissory note with Auctus Fund, LLC							$ 75,000
Company entered into a convertible promissory note with Auctus Fund, LLC bearing interest							12.00%
Company issued a warrant to Quarum Holdings, LLC, exercisable into shares of common stock						$ 1,155,600	$ 3,852,000
Company issued a warrant to Quarum Holdings, LLC, exercisable into shares of common stock at a price per share | $ / shares						$ 0.005	$ 0.0015
Company issued a warrant to Quarum Holdings, LLC, exercisable into shares of common stock an aggregate price						$ 5,778	$ 5,778
Company entered into a convertible promissory note with Eagle Equities, LLC	$ 26,500
Company entered into a convertible promissory note with Eagle Equities, LLC bearing interest	8.00%
Company issued warrants to Eagle Equities, LLC	$ 2,140,000
Company issued warrants to Eagle Equities, LLC at a price per share | $ / shares	$ 0.0025
Company issued warrants to Eagle Equities, LLC an aggregate price	$ 5,350

LOANS (Details)

LOANS (Details)	Mar. 10, 2017USD ($)
LOANS Details
Company entered into a note payable with Nathan Levine	$ 130,000
Company entered into a note payable with Nathan Levine note bears interest	8.00%

DEMAND LOANS FROM RELATED PARTY

DEMAND LOANS FROM RELATED PARTY (Details)	Mar. 31, 2017USD ($)
DEMAND LOANS FROM RELATED PARTY Details
Company was obligated for demand loans aggregating	$ 336,497
Company also had a demand loan payable outstanding in the principal amount	$ 17,230

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details)	Mar. 31, 2017USD ($)
DERIVATIVE LIABILITIES Details
Derivative liabilities - December 31, 2016	$ 913,079
Add fair value at the commitment date for convertible notes issued during the current year	2,546,005
Less derivatives due to conversion	(519,568)
Fair value mark to market adjustment for derivatives	1,854,416
Derivative liabilities - March 31, 2017	$ 1,085,099

Company's derivative liabilitie

Company's derivative liabilities were based upon the following management assumptions during the current quarter (Details)	Mar. 31, 2017	Dec. 31, 2016
Company's derivative liabilities were based upon the following management assumptions during the current quarter Details
Expected dividends	0.00%	0.00%
Expected volatility Minimum	362.00%	182.00%
Expected volatility Maximum	388.00%	396.00%
Expected term in years Minimum	0.71	0.08
Expected term in years Maximum	1.74	1.61
Risk free interest rate Minimum	0.63%	0.74%
Risk free interest rate Maximum	1.20%	1.03%

Derivative interest expenses (D

Derivative interest expenses (Details)	3 Months Ended
	Mar. 31, 2017USD ($)
Derivative interest expenses Details
Company recorded derivative interest expenses	$ 519,569

EQUITY TRANSACTIONS (Details)

EQUITY TRANSACTIONS (Details) - USD ($)	Mar. 21, 2017	Feb. 09, 2017	Feb. 07, 2017	Dec. 31, 2016
EQUITY TRANSACTIONS Details
Issued shares of common stock for promissory note conversions				113,263,164
Company issued shares of the Company's Preferred Series B stock Laureen Falco, Chief Accounting Officer for in services			$ 5,000
Company issued shares of the Company's Preferred Series B stock to David Micek, Senior V.P of Corporate Development for in services			30,000
Company issued shares of the Company's Preferred Series B stock to to Dennis Gile for in services			$ 1,000
Quarum Holdings, LLC exercised a warrant into shares of the Company's common stock		1,680,417
Quarum Holdings, LLC exercised a warrant into shares of the Company's common stock at a conversion rate per share		$ 0.003815
Quarum Holdings, LLC exercised a warrant into shares of the Company's common stock valued at		$ 1,293
Company issued shares of the Company's Preferred Series B stock to Carter Terry for broker services	9,261,958
Company issued shares of the Company's Preferred Series B stock to Carter Terry for broker services at per share	$ 0.0374
Company issued shares of the Company's Preferred Series B stock to Carter Terry for broker services valued at	$ 34,640
Company issued shares of the Company's Preferred Series B stock to Nathan Levine	$ 26,086,957
Company issued shares of the Company's Preferred Series B stock to Nathan Levine at per share	$ 0.0023
Company issued shares of the Company's Preferred Series B stock to Nathan Levine valued at	$ 60,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)	Mar. 31, 2017USD ($)
RELATED PARTY TRANSACTIONS DETAILS
Due to company president	$ 27,985
Accrued interest related party	336,497
Company had a non-interest bearing loan	$ 17,230

2017 NON-STATUTORY STOCK OPTI48

2017 NON-STATUTORY STOCK OPTION PLAN (Details)	Mar. 31, 2017shares
2017 Non-Statutory Stock Option Plan details
Issued shares of common stock underlying the options in the Plan	150,000,000

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)	Apr. 28, 2017	Apr. 19, 2017
SUBSEQUENT EVENTS Details
Company agreed to settle an old 2012 outstanding V.A.T. obligation between Poolworks (Germany), Ltd. and Finanzamt fur Korperschaften III for an amount		$ 692,550
Company made the first payment	$ 54,879

Uncategorized Items - mmeg-2017

Label	Element	Value
Cash, beginning of period	us-gaap_CashAndCashEquivalentsAtCarryingValue	$ 15,704
Cash, beginning of period	us-gaap_CashAndCashEquivalentsAtCarryingValue	$ 14