Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2017 | Aug. 13, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Life Clips, Inc. | |
Entity Central Index Key | 1,604,930 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 1,259,831,381 | |
Trading Symbol | LCLP | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Current assets | ||
Cash | $ 15,871 | $ 91,672 |
Due from related party | ||
Total current assets | 15,871 | 91,672 |
Other Current Assets | ||
Accounts Receivable | 3,064 | |
Total other current assets | 3,064 | |
Total assets | 15,871 | 94,736 |
Current liabilities | ||
Accounts Payable | 576,296 | 358,226 |
Accrued Expense and Interest Payable | 382,257 | 250,262 |
Customer Deposits | 84,538 | 84,538 |
Convertible Note Payable (net of discount of $172,350 and $407,905, respectively) | 2,107,461 | 1,637,990 |
Note Payable | 556,500 | 530,000 |
Liquidated Damages Payable | 58,542 | 37,316 |
Payroll Tax Liabilities | 18,755 | 18,776 |
Derivative Liability - Convertible Notes Payable | 4,718,513 | 2,959,841 |
Total Current Liabilities | 8,502,862 | 5,876,948 |
Long Term Liabilities | ||
Total Long Term Liabilities | ||
Total Liabilities | 8,502,862 | 5,876,948 |
Shareholders' deficit | ||
Preferred stock, ($0.001 par value; 20,000,000 shares authorized, on 5/8/17 1,000,000 shares were issued and outstanding). | 1,000 | 1,000 |
Common stock, ($0.001 par value; 8,000,000,000 shares authorized, 1,259,831,381 (plus 11,004,166 reserved for employee vesting) and 187,866,264 (plus 11,004,166 reserved for employee vesting) shares issued and outstanding as of December 31, 2017 and June 30, 2017, respectively. | 1,259,831 | 187,867 |
Shares to be issued/returned | 6,732 | 6,732 |
Additional paid in capital | 9,401,467 | 9,897,488 |
Accumulated deficit | (19,156,021) | (15,875,299) |
Total shareholders' deficit | (8,486,990) | (5,782,212) |
Total liabilities and shareholders' deficit | $ 15,871 | $ 94,736 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 | May 08, 2017 |
Statement of Financial Position [Abstract] | |||
Convertible notes payable, net of discount, current | $ 172,350 | $ 407,905 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Preferred stock, shares issued | 1,000,000 | ||
Preferred stock, shares outstanding | 1,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 8,000,000,000 | 8,000,000,000 | |
Common stock, shares issued | 1,259,831,381 | 187,866,264 | |
Common stock, shares outstanding | 1,259,831,381 | 187,866,264 | |
Employee vesting reserve | 11,004,166 | 11,004,166 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Income Statement [Abstract] | ||||||
Revenues | $ 485 | $ 12,855 | $ 512 | $ 86,176 | ||
Cost of goods sold | 8,781 | 54,269 | ||||
Gross profit | 485 | 4,074 | 512 | 31,907 | ||
Operating costs: | ||||||
Compensation paid with stock | 5,400 | |||||
Finance Costs | 15,000 | 51,000 | ||||
Payroll Expense | 83,782 | 158,727 | ||||
Product Development Expense | 3,257 | 4,191 | ||||
Professional Fees | 60,996 | 53,927 | 226,939 | 1,813,192 | ||
Licensing Fees | 62,500 | 137,000 | 137,000 | |||
Marketing Expense | 2,495 | |||||
Software Fees and Support | 355 | 1,090 | 567 | 2,876 | ||
Travel, Meals and Entertainment | 11,076 | 2,691 | 18,855 | |||
Other general and administrative expenses | 30,395 | 20,347 | 109,755 | 51,081 | ||
Total operating costs | 154,245 | 325,479 | 347,847 | 2,236,922 | ||
Gain/(Loss) from operations | (153,760) | (321,405) | (347,335) | (2,205,015) | ||
Other income (expense) | ||||||
Interest expense | (76,230) | (47,787) | (145,968) | (92,019) | ||
Loss on Debt Settlement | (27,663) | (97,283) | ||||
Amortization of Debt Discount | (245,567) | (715,460) | (811,055) | (1,131,979) | ||
Gain/(Loss) on Derivative | (1,105,729) | 565,449 | (1,857,855) | 13,157,878 | ||
Penalties and Settlements | (1,200) | (21,226) | ||||
Loss on Acquisition of Batterfly Energy LTD | (6,191,000) | |||||
Total Other Income (Expense) | (1,456,389) | (197,798) | (2,933,387) | 5,742,880 | ||
Gain/(Loss) before income taxes | (1,610,149) | (519,203) | (3,280,722) | 3,537,865 | ||
Net Gain/(Loss) | $ (1,610,149) | $ (519,203) | $ (3,280,722) | $ 3,537,865 | ||
Basic earnings per share | [1] | [1] | $ (0.01) | $ 0.05 | ||
Weighted average number of common shares outstanding | 478,890,811 | 77,749,592 | 478,890,811 | 70,976,591 | ||
[1] | Less than $0.01 |
Statements of Operations (Unau5
Statements of Operations (Unaudited) (Parenthetical) | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Earning per share, description | Less than $0.01 | Less than $0.01 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net gain/(loss) | $ (3,280,722) | $ 3,537,865 |
Common Stock Compensation | 5,400 | 1,634,758 |
Accounts Receivable | 3,064 | (5,486) |
Inventory | (29,705) | |
Deposit | 240,000 | |
Other Current Assets | (8,128) | |
Changes in derivative liabilities | 1,857,855 | (13,157,878) |
Amortization of Debt discount | 811,055 | 1,131,979 |
Loss on Batterfly acquisition | 6,191,000 | |
Adjustments to reconcile Net Income to Net Cash provided by operations: | ||
Accounts Payable | 218,070 | 63,604 |
Accrued expense and interest payable | 216,751 | (516,555) |
Liquidated Damages Payable | 21,226 | |
Payroll tax liabilities | 10,155 | |
Net cash (used in) operating activities | (147,300) | (908,391) |
Cash flows from investing activities: | ||
Developed software | (14,625) | |
Net cash (used in) provided by investing activities | (47,125) | |
Cash flows from financing activities: | ||
Repurchase of common stock | ||
Notes Payable | 26,500 | |
Proceed from convertible notes payables | 45,000 | 500,000 |
Net cash provided by financing activities | 71,500 | 500,000 |
Net cash increased in cash | (75,800) | (455,516) |
Cash at beginning of period | 91,672 | 469,233 |
Cash at end of period | 15,871 | 13,717 |
Cash paid for: | ||
Interest | ||
Income taxes | ||
NON-CASH TRANSACTIONS AFFECTING OPERATING, INVESTING AND FINANCING ACTIVITIES | ||
Value of common shares issued as payment of debt | 329,078 | 366,112 |
Value of common shares returned to treasury | ||
Value of common shares issued for acquisition of Batterfly Energy LTD | 5,091,000 | |
Value of common shares issued as payment for services | 5,400 | |
Issuance of Common Stock for acquisition of Batterfly Energy LTD | 9,500,000 | 5,091,000 |
Issuance of Common Stock for convertible notes payable | 1,068,965,073 | 1,925,369 |
Issuance of Common Stock for services | 3,000,000 | |
Notes payable | 426,361 | 500,000 |
Batterfly Energy, Ltd. [Member] | ||
Cash flows from investing activities: | ||
Investment - Batterfly Energy Ltd | $ (32,500) |
Organization and Operations
Organization and Operations | 6 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | NOTE 1. ORGANIZATION AND OPERATIONS Business and basis of presentation On July 11, 2016, the Company completed its previously announced acquisition (the “Acquisition”) of all of the outstanding equity securities of Batterfly Energy Ltd. (“Batterfly”), an Israel-based corporation that develops and distributes a single-use, cordless battery under the brand name Mobeego for use with cellular phones and other mobile devices. Batterfly is now a wholly-owned subsidiary of the Company. The Acquisition was completed pursuant to a Stock Purchase Agreement, dated as of June 10, 2016 (the “Purchase Agreement”), among the Company, Batterfly and all of the shareholders of Batterfly, as amended. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates Cash and cash equivalents Income Tax Basic and Diluted Net Income (Loss) Per Share Intangible Asset Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable – related party, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3. See Note 8. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Stock based compensation The Company accounts for stock based compensation issued to nonemployees and consultants in accordance with the provisions of ASC 50550 “Equity Based Payments to Non-Employees” which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 9618, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services”. Measurement of share based payment transactions with nonemployees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share based payment transaction should be determined at the earlier of performance commitment date or performance completion date. Recognition of Revenues Subsequent Events 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 on EDGAR. Recent Pronouncements |
Uncertainty of Ability to Conti
Uncertainty of Ability to Continue as a Going Concern | 6 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Uncertainty of Ability to Continue as a Going Concern | NOTE 3. UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, the Company has minimal revenues, net accumulated losses since inception and a shareholders’ deficit of $(8,521,990). These factors raise doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on management funding operating costs and the successful production and sales release of the Life Clips camera. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Notes Payable
Notes Payable | 6 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4. NOTES PAYABLE On July 14, 2016 the Company issued a $30,000 promissory note to NUWA Group, LLC. The promissory note is not convertible into any of the equity securities of the Company. The effective interest rate is 5.00% per annum, calculated yearly not in advance. The note was to be repaid in full on October 14, 2016 and is past due/in default. Note proceeds were used for operating expenses. Pursuant to the Stock Purchase Agreement by and among Batterfly Energy, LTD and the Company, on July 11, 2016 the Company issued a $500,000 Promissory Note and Stock Pledge Agreement to the former shareholders of Batterfly Energy, LTD. The promissory note is not convertible into any of the equity securities of the Company. The effective interest rate is 1.00% with a default interest rate of 10.00%. The note is to be repaid in two (2) payments, $250,000 on October 11, 2016 and the balance due on February 13, 2017. The Company has not paid the amounts due under this note. See Note 12. On September 25, 2017, Huey Long, on behalf of the Company, without Board approval, entered into a Mutual Release Agreement and 12% Promissory Note with Scott Silverman. The note was in a principal amount of $26,500 and matured on March 1, 2018. The Company is currently in negotiations with Mr. Silverman. At December 31, 2017 and June 30, 2017 the Company had notes payable in the amount of $556,500 and $530,000, respectively. |
Convertible Debt and Warrants
Convertible Debt and Warrants | 6 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Debt and Warrants | NOTE 5. CONVERTIBLE DEBT AND WARRANTS The Company has recorded derivative liabilities associated with convertible debt instruments and warrants, as more fully discussed at Note 8. (A) Convertible Notes and Warrants On October 2, 2015, the Company completed an offering of its 3.85% Convertible Promissory Notes (the “3.85% Notes”) in the aggregate principal amount of $617,578 and on December 7, 2015 the Company completed an offering of its 10% Convertible Promissory Notes (the “10% Notes”) in the aggregate principal amount of $250,000 (the “10% Notes”, and together with the 3.85% Notes, each a “Note” and collectively, the “Notes”), as applicable, with certain “accredited investors” (the “Investors”), as defined under Regulation D, Rule 501 of the Securities Act. The entire principal amount of the Notes remaining outstanding at December 31, 2017 was $261,467, such amount being exclusive of securities converted into the Notes separate from the offering of the Notes. Pursuant to the offering of the Notes, the Company received $617,578 and $250,000 in net proceeds on October 2, 2015 and December 7, 2015, respectively. In addition to the terms customarily included in such instruments, the Notes began accruing interest on the date that each Investor submitted the principal balance of such Investor’s Note, with the interest thereon becoming due and payable on the two-year anniversary of said date. Upon a default of the Notes, the interest rate will increase to 18%. The principal balance of each Note and all unpaid interest will become due and payable twenty-four (24) months after the date of issuance. The Notes may be prepaid with or without a penalty depending on the date of the prepayment. The principal and interest under the 3.85% Notes are converted at $ $0.026. The principal and interest under the 10% Notes are convertible into shares of the Company’s common stock at 75% times the Volume Weighted Average Price for a 5 days period prior to the conversion date as quoted on the OTC market and pursuant to the terms of a Security Purchase Agreement, dated as of October 2, 2015 and December 7, 2015, as applicable, by and between the Company and each Investor. The balances of these Notes are past due/in default. In connection with the Notes Offering, the Company entered into Registration Rights Agreements, each dated as of October 2, 2015 and December 7, 2015 and each by and between us and each of the Investors. The Company entered into convertible notes with eleven third party accredited investors from December 2015 to December 2016. In addition to the terms customarily included in such instruments, the Notes began accruing interest on the date that each Investor submitted the principal balance of such Investor’s Note, with the interest thereon becoming due and payable on terms specified in said date (see below). Interest rates range from 3.85% to 10% and are due at various dates from August 2016 to March 2018. These notes are convertible at any time by the investor, prior to the note principal and interest being repaid at rates ranging from $0.006 to $0.033 per share, subject to change due to a ratchet feature contained in most of the notes. The Company has determined that the conversion feature of the Notes represents an embedded derivative since the Notes are convertible into a variable number of shares upon conversion. Accordingly, the Notes are not considered to be conventional debt and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. See Note 7 for further discussion. Conversion Price for all the notes listed in the table below is 50% of the average of the lowest three trading prices during the 20 trading day period prior to the conversion date. Balance at Purchased Balance at December 31, Interest Interest Interest July 1, 2017 Additions Conversions (sold) 2017 Expense converted Due Date Rate 151,073 - - - 151,073 2,900 - 10/02/17 3.85 % 69,578 - (69,578 ) - - 541 4,027 10/02/17 3.85 % 44,473 - (25,130 ) - 19,343 584 - 10/02/17 3.85 % 100,000 - (8,949 ) - 91,051 8,246 - 12/07/16 10.00 % 300,000 - - - 300,000 26,926 - 04/28/17 10.00 % 608,930 504,000 (37,625 ) - 1,075,305 50,702 - 05/14/17 10.00 % 51,791 - (19,637 ) - 32,154 3,401 - 06/10/17 10.00 % 75,000 - - - 75,000 6,732 - 07/22/17 10.00 % 99,650 - (108,800 ) - (9,150 ) 3,138 - 09/23/17 10.00 % 45,366 - (45,366 ) - 0 974 4,983 10/19/17 10.00 % 5,000 - - - 5,000 249 - 01/28/18 10.00 % 5,000 - - - 5,000 249 - 01/28/18 10.00 % 5,000 - - - 5,000 249 - 02/03/18 10.00 % 11,666 - - - 11,666 582 - 02/11/18 10.00 % 11,668 - - - 11,668 582 - 02/11/18 10.00 % 11,700 - - - 11,700 583 - 02/15/18 10.00 % 50,000 - - - 50,000 2,493 - 02/18/18 10.00 % 50,000 - - - 50,000 2,493 - 02/24/18 10.00 % 50,000 - - - 50,000 2,493 - 03/15/18 10.00 % 50,000 - - - 50,000 2,493 - 03/16/18 10.00 % 50,000 - - - 50,000 2,493 - 03/18/18 10.00 % 50,000 - - - 50,000 2,493 - 03/29/18 10.00 % 50,000 - - - 50,000 2,493 - 04/04/18 10.00 % 50,000 - - - 50,000 2,493 - 05/02/18 10.00 % 50,000 - - - 50,000 2,493 - 06/02/18 10.00 % 30,000 - - - 30,000 1,509 - 09/17/18 18 .00 % - 15,000 - - 15,000 333 - 11/17/17 18.00 % 2,075,895 519,000 (315,084 ) - 2,279,810 130,920 9,010 The Company has determined that the conversion feature of the Notes represents an embedded derivative since the Notes are convertible into a variable number of shares upon conversion. Accordingly, the Notes are not considered to be conventional debt and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. See Note 8 for further discussion. (B) Terms of Debt The debt carries interest between 3.85%, 10% and 18% and is due in October 2017 through March 2019 All convertible debt in connection with the Notes Offering are convertible at $0.026 and $0.033/share (on December 31, 2017), however, the Notes include a “ratchet feature”, which allows for a lower conversion price based on market prices. (C) Future Commitments At December 31, 2017, the Company has outstanding convertible debt of $2,336,310 which is payable within the next fifteen months. |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 6. DERIVATIVE LIABILITIES The Company identified conversion features embedded within convertible debt and warrants issued for the period ended December 31, 2017. The Company has determined that the features associated with the embedded conversion option, in the form a ratchet provision, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion and warrant transactions. The warrant are classified as liabilities or tainted The convertible notes will generate derivative liabilities. Warrant Convertible notes Total DL as of 6/30/2017 2,243 2,957,598 2,959,841 Initial DL - 77,131 77,131 Changes in DL - 1,825,723 1,825,723 Reclassify to APIC - (144,182 ) (144,182 ) DL as of 12/31/2017 2,243 4,716,270 4,718,513 The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions at December 31, 2017, using the lattice binomial valuation model: Commitment Date Re-measurement Date Expected dividends 0 % 0 % Expected volatility 220 % 261 % Expected term 0.5 to 3 years 0.10-2.87 years Risk free interest rate 0.43%-1.11 % 0.36%- 0.71 % |
Convertible Debt - Net
Convertible Debt - Net | 6 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Debt - Net | NOTE 7. CONVERTIBLE DEBT - NET The Company recorded the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining fair value of the derivative liability, as it exceeded the gross proceeds of the note. The Company recorded debt discount of 172,350 as of December 31, 2017 and $407,905 for the year ended June 30, 2017. Accumulated amortization of debt discount amounted to $846,055 as of December 31, 2017 and $2,146,527 for the year ended June 30, 2017. December 31, 2017 June 30, 2017 Balance Prior Year $ 1,667,990 $ 443,065.00 Proceeds 45,000 980,034 Repayments (90,466 ) (951,725 ) Less: gross Debt Discount recorded (245,567 ) (980,034 ) Add: Amortization of Debt Discount 730,504 2,146,650 Less: Current portion (2,107,461 ) (1,637,990 ) Long-Term Convertible Debt $ - $ - |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 8. STOCKHOLDERS’ EQUITY (DEFICIT) Shares Authorized On April 4, 2016, the Company filed Articles of Restatement with the Wyoming Secretary of State authorizing 320,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and 20,000,000 shares of Preferred Stock, par value $0.001 (the “Preferred Stock”). The Board may issue shares of Preferred Stock in one or more series and fix the rights, preferences and privileges thereof, including voting rights, terms of redemption, redemption prices, liquidation preferences, number of shares constituting any series or the designation of such series, without further vote or action by the stockholders. On June 28, 2017, the Company filed Articles of Amendment to authorize an increase in the number of authorized shares of Common Stock from 300,000,000 to 800,000,000. On September 28, 2017, the Company filed Articles of Amendment to authorize an increase in the number of authorized shares of Common Stock from 800,000,000 to 5,000,000,000. As of December 31, 2017, the Company had 1,259,831,381 shares of Common Stock issued and outstanding. Preferred Stock Effective as of May 19, 2017, the Company amended its Articles of Incorporation to designate 1,000,000 shares of preferred stock as Series A Preferred Stock, with a par value of $0.001 per share (the “Series A Stock”). Each share of Series A Stock ranks, with respect to dividend rights and rights upon liquidation, winding up or dissolution of the Company, the same as the common stock of the Company, par value $0.001 per share (the “Common Stock”) and is not entitled to any specific dividends or other distributions, other than those declared by the Board of Directors. Each share of Series A Stock has 100 votes on any matter submitted to the shareholders of the Company, and the Series A Stock votes together with the holders of the outstanding shares of all other capital stock of the Company (including the Common Stock and any other series of preferred stock then outstanding), and not as a separate class, series or voting group on any such matter. The Series A Preferred Stock is not transferrable by the holder, and may be redeemed by the Company at any time for the par value. In the event that the holder of Series A Preferred Stock who is an employee or officer of the Company leaves their position as an employee or officer of the Company for any reason, the Series A Preferred Stock held by that holder will be automatically cancelled and will revert to being authorized and unissued shares of Series A Preferred Stock. The Series A Stock is not convertible into any other class of shares of the Company. On May 25, 2017, the Company issued 1,000,000 shares of Series A Stock to Victoria Rudman, the Company’s Chief Financial Officer, in return for services provided to the Company by Ms. Rudman and to ensure Ms. Rudman’s continued service to the Company. Effective as of June 2, 2017, the Company amended its Articles of Incorporation by amending the Certificate of Designation for the Series A Stock to increase the number of votes that each share of Series A Stock has to 200 votes. Effective as of August 7, 2017, the Company again amended its Articles of Incorporation by amending the Certificate of Designation for the Series A Stock to increase the number of votes that each share of Series A Stock has to 400 votes. On April 20, 2016, the company adopted the Life Clips, Inc. 2016 Stock and Incentive Plan under which the Company may issue nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock grants and units, performance units and awards of cash. A maximum of 20,000,000 shares of common stock may be issued under the plan, representing in excess of 35% of the number of the Company’s currently outstanding shares. Awards under the plan will be made at the discretion of the Board of Directors, although no awards have been made to date. Accordingly, the Company cannot currently determine the amount of awards that will be made under the plan. Common Stock Issued For the nine-month period ended December 31, 2017, 1,071,965,073 shares of common stock were issued, bringing the total shares issued and outstanding to 1,259,831,381. The table below represents the Company’s issuances of shares of its common stock in conjunction with conversions of the purchaser’s convertible note payable. The conversion prices of the notes were stated at 50% multiplied by the Market Price, defined as the lowest Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. The reduction in proceeds to Convertible Notes Payable can be found in Note 7. Date of Conversion Number of Shares Note Holder Name Price per share Value of Conversion (Reduction of Notes Payable) July 6, 2017 5,984,848 St. George Conversion #7 $ 0.00132 $ 7,900.00 July 6, 2017 8,348,794 St. George True-Up for 6/20 (#5) $ 0.00290 24,211.50 July 14, 2017 8,775,449 JSJ Conversion $ 0.00090 7,897.90 July 24, 2017 10,500,000 Edgestone Conversion $ 0.00095 9,975.00 July 26, 2017 6,535,792 Taconic Conversion $ 0.00095 6,209.00 July 28, 2017 10,527,670 Forest Conversion $ 0.00085 8,948.52 July 28, 2017 10,527,670 Long Side Conversion $ 0.00085 8,948.52 July 31, 2017 11,319,546 JSJ Conversion $ 0.00080 9,055.64 July 31, 2017 11,320,755 St. George Conversion #8 $ 0.00106 12,000.00 July 31, 2017 5,133,638 St. George True-Up for 7/6 (#6) $ 0.00420 21,561.28 August 2, 2017 13,964,037 Summit Conversion $ 0.00090 12,567.63 August 7, 2017 11,556,604 St. George Conversion #9 $ 0.00106 12,250.00 August 7, 2017 12,499,000 Long Side Conversion $ 0.00090 11,249.10 August 10, 2017 11,319,546 JSJ Conversion $ 0.00080 9,055.64 August 15, 2017 15,800,000 Edgestone Conversion $ 0.00075 11,850.00 August 17, 2017 11,319,546 JSJ Conversion $ 0.00075 8,489.66 August 21, 2017 16,800,000 Long Side Conversion $ 0.00050 8,400.00 August 23, 2017 15,365,854 St. George Conversion #10 $ 0.00082 12,600.00 August 23, 2017 1,467,982 St. George True-Up for 7/6 (#7) $ 0.00100 1,467.98 August 24, 2017 15,800,000 Edgestone Conversion $ 0.00035 5,530.00 August 28, 2017 16,684,458 JSJ Conversion $ 0.00035 5,839.56 August 29, 2017 31,521,739 St. George Conversion #11 $ 0.00046 14,500.00 August 30, 2017 19,457,656 Long Side Conversion $ 0.00035 6,810.18 August 31, 2017 15,800,000 Edgestone Conversion $ 0.00035 5,530.00 September 6, 2017 16,684,458 JSJ Conversion $ 0.00035 5,839.56 September 6, 2017 16,477,273 St. George Conversion #12 $ 0.00044 7,250.00 September 6, 2017 14,766,202 St. George True-Up for 7/31 (#8) $ 0.00080 11,812.96 September 13, 2017 15,800,000 Edgestone Conversion $ 0.00030 4,740.00 September 18, 2017 16,684,458 JSJ Conversion $ 0.00025 4,171.11 September 22, 2017 33,823,529 St. George Conversion #13 $ 0.00034 11,500.00 September 22, 2017 17,610,063 St. George True-Up for 8/07 (#9) $ 0.00060 10,566.04 September 28, 2017 30,990,037 Long Side Conversion $ 0.00025 7,747.51 September 28, 2017 30,990,000 Taconic Conversion $ 0.00025 7,747.50 October 9, 2017 21,071,429 St. George Conversion #14 $ 0.00028 5,900.00 October 9, 2017 21,692,970 St. George True-Up for 8/23 (#10) $ 0.00070 15,185.08 October 9, 2017 13,790,761 St. George True-Up for 8/29 (#11) $ 0.00070 9,653.53 October 9, 2017 25,295,228 JSJ Conversion $ 0.00020 4,983.16 October 11, 2017 35,345,073 Summit Conversion $ 0.00020 7,069.01 October 17, 2017 46,428,571 St. George Conversion #15 $ 0.00028 13,000.00 October 18, 2017 39,930,895 Long Side Conversion $ 0.00020 7,986.18 October 24, 2017 49,583,333 St. George Conversion #16 $ 0.00024 11,900.00 October 24, 2017 9,415,584 St. George True-Up for 8/23 (#12) $ 0.00030 2,824.68 October 24, 2017 44,240,232 Long Side Conversion $ 0.00015 6,636.03 November 7, 2017 49,391,866 Long Side Conversion $ 0.00010 4,939.19 November 14, 2017 51,856,520 Taconic Conversion $ 0.00010 5,185.65 November 14, 2017 51,856,520 Long Side Conversion $ 0.00010 5,185.65 November 22, 2017 57,031,800 Long Side Conversion $ 0.00010 5,703.18 December 14, 2017 59,877,687 Taconic Conversion $ 0.00010 5,987.77 TOTALS 1,068,965,073 $ 426,361 On July 28, 2017, the Company re-issued, following the return of the shares of the company to facilitate the transaction with Ascenda, 3,000,000 shares of its common stock with a value of $0.0118 per common share to William Singer in connection with VP of Sales services performed in 2016. |
Stock Incentive Plan
Stock Incentive Plan | 6 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plan | NOTE 9. STOCK INCENTIVE PLAN On April 20, 2016, the Company approved the Life Clips, Inc. 2016 Stock and Incentive Plan (“the Plan”). The Plan provides for the granting of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock grants and units, performance units and awards, and cash. The Plan allows for an issuance of a maximum of 20,000,000 shares of common stock, with awards made at the discretion of the board of directors. No awards have been made to date. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date of the issuance of the financial statements. On August 8, 2018, the Company entered into an 18% Convertible Promissory Note with Long Side Ventures LLC, an unaffiliated third party. The note was in a principal amount of $15,000, and is convertible at a price equal to fifty percent (50%) of the lowest trading price during the five trading day period prior to the date of conversion. The note maturity date is August 8, 2019. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of estimates |
Cash and Cash Equivalents | Cash and cash equivalents |
Income Tax | Income Tax |
Basic and Diluted Net Income (Loss) Per Share | Basic and Diluted Net Income (Loss) Per Share |
Intangible Asset | Intangible Asset |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable – related party, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3. See Note 8. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Stock Based Compensation | Stock based compensation The Company accounts for stock based compensation issued to nonemployees and consultants in accordance with the provisions of ASC 50550 “Equity Based Payments to Non-Employees” which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 9618, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services”. Measurement of share based payment transactions with nonemployees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share based payment transaction should be determined at the earlier of performance commitment date or performance completion date. |
Recognition of Revenues | Recognition of Revenues |
Subsequent Events | Subsequent Events 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 on EDGAR. |
Recent Pronouncements | Recent Pronouncements |
Convertible Debt and Warrants (
Convertible Debt and Warrants (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | Balance at Purchased Balance at December 31, Interest Interest Interest July 1, 2017 Additions Conversions (sold) 2017 Expense converted Due Date Rate 151,073 - - - 151,073 2,900 - 10/02/17 3.85 % 69,578 - (69,578 ) - - 541 4,027 10/02/17 3.85 % 44,473 - (25,130 ) - 19,343 584 - 10/02/17 3.85 % 100,000 - (8,949 ) - 91,051 8,246 - 12/07/16 10.00 % 300,000 - - - 300,000 26,926 - 04/28/17 10.00 % 608,930 504,000 (37,625 ) - 1,075,305 50,702 - 05/14/17 10.00 % 51,791 - (19,637 ) - 32,154 3,401 - 06/10/17 10.00 % 75,000 - - - 75,000 6,732 - 07/22/17 10.00 % 99,650 - (108,800 ) - (9,150 ) 3,138 - 09/23/17 10.00 % 45,366 - (45,366 ) - 0 974 4,983 10/19/17 10.00 % 5,000 - - - 5,000 249 - 01/28/18 10.00 % 5,000 - - - 5,000 249 - 01/28/18 10.00 % 5,000 - - - 5,000 249 - 02/03/18 10.00 % 11,666 - - - 11,666 582 - 02/11/18 10.00 % 11,668 - - - 11,668 582 - 02/11/18 10.00 % 11,700 - - - 11,700 583 - 02/15/18 10.00 % 50,000 - - - 50,000 2,493 - 02/18/18 10.00 % 50,000 - - - 50,000 2,493 - 02/24/18 10.00 % 50,000 - - - 50,000 2,493 - 03/15/18 10.00 % 50,000 - - - 50,000 2,493 - 03/16/18 10.00 % 50,000 - - - 50,000 2,493 - 03/18/18 10.00 % 50,000 - - - 50,000 2,493 - 03/29/18 10.00 % 50,000 - - - 50,000 2,493 - 04/04/18 10.00 % 50,000 - - - 50,000 2,493 - 05/02/18 10.00 % 50,000 - - - 50,000 2,493 - 06/02/18 10.00 % 30,000 - - - 30,000 1,509 - 09/17/18 18 .00 % - 15,000 - - 15,000 333 - 11/17/17 18.00 % 2,075,895 519,000 (315,084 ) - 2,279,810 130,920 9,010 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Liabilities | The convertible notes will generate derivative liabilities. Warrant Convertible notes Total DL as of 6/30/2017 2,243 2,957,598 2,959,841 Initial DL - 77,131 77,131 Changes in DL - 1,825,723 1,825,723 Reclassify to APIC - (144,182 ) (144,182 ) DL as of 12/31/2017 2,243 4,716,270 4,718,513 |
Schedule of Fair Value Assumption of Derivative Liabilities | The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions at December 31, 2017, using the lattice binomial valuation model: Commitment Date Re-measurement Date Expected dividends 0 % 0 % Expected volatility 220 % 261 % Expected term 0.5 to 3 years 0.10-2.87 years Risk free interest rate 0.43%-1.11 % 0.36%- 0.71 % |
Convertible Debt - Net (Tables)
Convertible Debt - Net (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Convertible Debt | December 31, 2017 June 30, 2017 Balance Prior Year $ 1,667,990 $ 443,065.00 Proceeds 45,000 980,034 Repayments (90,466 ) (951,725 ) Less: gross Debt Discount recorded (245,567 ) (980,034 ) Add: Amortization of Debt Discount 730,504 2,146,650 Less: Current portion (2,107,461 ) (1,637,990 ) Long-Term Convertible Debt $ - $ - |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Issuance of Common Stock | Date of Conversion Number of Shares Note Holder Name Price per share Value of Conversion (Reduction of Notes Payable) July 6, 2017 5,984,848 St. George Conversion #7 $ 0.00132 $ 7,900.00 July 6, 2017 8,348,794 St. George True-Up for 6/20 (#5) $ 0.00290 24,211.50 July 14, 2017 8,775,449 JSJ Conversion $ 0.00090 7,897.90 July 24, 2017 10,500,000 Edgestone Conversion $ 0.00095 9,975.00 July 26, 2017 6,535,792 Taconic Conversion $ 0.00095 6,209.00 July 28, 2017 10,527,670 Forest Conversion $ 0.00085 8,948.52 July 28, 2017 10,527,670 Long Side Conversion $ 0.00085 8,948.52 July 31, 2017 11,319,546 JSJ Conversion $ 0.00080 9,055.64 July 31, 2017 11,320,755 St. George Conversion #8 $ 0.00106 12,000.00 July 31, 2017 5,133,638 St. George True-Up for 7/6 (#6) $ 0.00420 21,561.28 August 2, 2017 13,964,037 Summit Conversion $ 0.00090 12,567.63 August 7, 2017 11,556,604 St. George Conversion #9 $ 0.00106 12,250.00 August 7, 2017 12,499,000 Long Side Conversion $ 0.00090 11,249.10 August 10, 2017 11,319,546 JSJ Conversion $ 0.00080 9,055.64 August 15, 2017 15,800,000 Edgestone Conversion $ 0.00075 11,850.00 August 17, 2017 11,319,546 JSJ Conversion $ 0.00075 8,489.66 August 21, 2017 16,800,000 Long Side Conversion $ 0.00050 8,400.00 August 23, 2017 15,365,854 St. George Conversion #10 $ 0.00082 12,600.00 August 23, 2017 1,467,982 St. George True-Up for 7/6 (#7) $ 0.00100 1,467.98 August 24, 2017 15,800,000 Edgestone Conversion $ 0.00035 5,530.00 August 28, 2017 16,684,458 JSJ Conversion $ 0.00035 5,839.56 August 29, 2017 31,521,739 St. George Conversion #11 $ 0.00046 14,500.00 August 30, 2017 19,457,656 Long Side Conversion $ 0.00035 6,810.18 August 31, 2017 15,800,000 Edgestone Conversion $ 0.00035 5,530.00 September 6, 2017 16,684,458 JSJ Conversion $ 0.00035 5,839.56 September 6, 2017 16,477,273 St. George Conversion #12 $ 0.00044 7,250.00 September 6, 2017 14,766,202 St. George True-Up for 7/31 (#8) $ 0.00080 11,812.96 September 13, 2017 15,800,000 Edgestone Conversion $ 0.00030 4,740.00 September 18, 2017 16,684,458 JSJ Conversion $ 0.00025 4,171.11 September 22, 2017 33,823,529 St. George Conversion #13 $ 0.00034 11,500.00 September 22, 2017 17,610,063 St. George True-Up for 8/07 (#9) $ 0.00060 10,566.04 September 28, 2017 30,990,037 Long Side Conversion $ 0.00025 7,747.51 September 28, 2017 30,990,000 Taconic Conversion $ 0.00025 7,747.50 October 9, 2017 21,071,429 St. George Conversion #14 $ 0.00028 5,900.00 October 9, 2017 21,692,970 St. George True-Up for 8/23 (#10) $ 0.00070 15,185.08 October 9, 2017 13,790,761 St. George True-Up for 8/29 (#11) $ 0.00070 9,653.53 October 9, 2017 25,295,228 JSJ Conversion $ 0.00020 4,983.16 October 11, 2017 35,345,073 Summit Conversion $ 0.00020 7,069.01 October 17, 2017 46,428,571 St. George Conversion #15 $ 0.00028 13,000.00 October 18, 2017 39,930,895 Long Side Conversion $ 0.00020 7,986.18 October 24, 2017 49,583,333 St. George Conversion #16 $ 0.00024 11,900.00 October 24, 2017 9,415,584 St. George True-Up for 8/23 (#12) $ 0.00030 2,824.68 October 24, 2017 44,240,232 Long Side Conversion $ 0.00015 6,636.03 November 7, 2017 49,391,866 Long Side Conversion $ 0.00010 4,939.19 November 14, 2017 51,856,520 Taconic Conversion $ 0.00010 5,185.65 November 14, 2017 51,856,520 Long Side Conversion $ 0.00010 5,185.65 November 22, 2017 57,031,800 Long Side Conversion $ 0.00010 5,703.18 December 14, 2017 59,877,687 Taconic Conversion $ 0.00010 5,987.77 TOTALS 1,068,965,073 $ 426,361 |
Uncertainty of Ability to Con22
Uncertainty of Ability to Continue as a Going Concern (Details Narrative) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Total shareholders' deficit | $ (8,486,990) | $ (5,782,212) |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Sep. 25, 2017 | Jul. 14, 2016 | Dec. 31, 2017 | Jun. 30, 2017 |
Note payable | $ 556,500 | $ 530,000 | ||
Batterfly Energy LTD [Member] | Stock Purchase Agreement [Member] | ||||
Debt instrument face amount | $ 500,000 | |||
Debt instrument effective interest rate | 1.00% | |||
Debt instrument stated percentage | 10.00% | |||
Notes payment amount | $ 250,000 | |||
Debt description | The note is to be repaid in two (2) payments, $250,000 on October 11, 2016 and the balance due on February 13, 2017. The Company has not paid the amounts due under this note. | |||
Convertible Promissory Notes One [Member] | NUWA Group, LLC [Member] | ||||
Debt instrument face amount | $ 30,000 | |||
Debt instrument effective interest rate | 500.00% | |||
12% Promissory Note [Member] | Mutual Release Agreement [Member] | ||||
Debt instrument face amount | $ 26,500 | |||
Maturity date | Mar. 1, 2018 |
Convertible Debt and Warrants24
Convertible Debt and Warrants (Details Narrative) - USD ($) | Dec. 07, 2015 | Oct. 02, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Convertible debt remaining outstanding balance | $ 261,467 | |||
Proceeds from convertible debt | $ 250,000 | $ 617,578 | 45,000 | $ 500,000 |
Outstanding convertible debt | $ 2,336,310 | |||
Debt Instrument, Redemption, Period One [Member] | ||||
Principal and interest under debt conversion price per share | $ 0.026 | |||
Debt Instrument, Redemption, Period Two [Member] | ||||
Principal and interest under debt conversion price per share | $ 0.033 | |||
Convertible Notes [Member] | ||||
Note convertible into shares of common stock rate | 50.00% | |||
Debt description | The debt carries interest between 3.85%, 10% and 18% and is due in October 2017 through March 2019 | |||
Convertible Notes [Member] | Investors [Member] | ||||
Debt maturity date range, start | Aug. 31, 2016 | |||
Debt maturity date range, end | Mar. 31, 2018 | |||
Convertible Notes [Member] | Investors [Member] | Minimum [Member] | ||||
Debt interest rate | 3.85% | |||
Principal and interest under debt conversion price per share | $ 0.006 | |||
Convertible Notes [Member] | Investors [Member] | Maximum [Member] | ||||
Debt interest rate | 10.00% | |||
Principal and interest under debt conversion price per share | $ 0.033 | |||
3.85% Convertible Promissory Notes [Member] | ||||
Debt interest rate | 3.85% | |||
Convertible note principal amount | $ 617,578 | |||
Principal and interest under debt conversion price per share | $ 0.026 | |||
10% Convertible Promissory Notes [Member] | ||||
Debt interest rate | 10.00% | |||
Convertible note principal amount | $ 250,000 | |||
Note convertible into shares of common stock rate | 75.00% | |||
Investor's Note [Member] | ||||
Debt interest rate | 18.00% | |||
Debt term | 24 months |
Convertible Debt and Warrants -
Convertible Debt and Warrants - Schedule of Convertible Notes (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Conversions | $ (329,078) | $ (366,112) |
Convertible Debt One [Member] | ||
Convertible notes, beginning balance | 151,073 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 151,073 | |
Interest Expense | 2,900 | |
Interest Converted | ||
Due Date | Oct. 2, 2017 | |
Interest Rate | 3.85% | |
Convertible Debt Two [Member] | ||
Convertible notes, beginning balance | $ 69,578 | |
Additions | ||
Conversions | (69,578) | |
Purchased (sold) | ||
Convertible notes, ending balance | ||
Interest Expense | 541 | |
Interest Converted | $ 4,027 | |
Due Date | Oct. 2, 2017 | |
Interest Rate | 3.85% | |
Convertible Debt Three [Member] | ||
Convertible notes, beginning balance | $ 44,473 | |
Additions | ||
Conversions | (25,130) | |
Purchased (sold) | ||
Convertible notes, ending balance | 19,343 | |
Interest Expense | 584 | |
Interest Converted | ||
Due Date | Oct. 2, 2017 | |
Interest Rate | 3.85% | |
Convertible Debt Four [Member] | ||
Convertible notes, beginning balance | $ 100,000 | |
Additions | ||
Conversions | (8,949) | |
Purchased (sold) | ||
Convertible notes, ending balance | 91,051 | |
Interest Expense | 8,246 | |
Interest Converted | ||
Due Date | Dec. 7, 2016 | |
Interest Rate | 10.00% | |
Convertible Debt Five [Member] | ||
Convertible notes, beginning balance | $ 300,000 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 300,000 | |
Interest Expense | 26,926 | |
Interest Converted | ||
Due Date | Apr. 28, 2017 | |
Interest Rate | 10.00% | |
Convertible Debt Six [Member] | ||
Convertible notes, beginning balance | $ 608,930 | |
Additions | 504,000 | |
Conversions | (37,625) | |
Purchased (sold) | ||
Convertible notes, ending balance | 1,075,305 | |
Interest Expense | 50,702 | |
Interest Converted | ||
Due Date | May 14, 2017 | |
Interest Rate | 10.00% | |
Convertible Debt Seven [Member] | ||
Convertible notes, beginning balance | $ 51,791 | |
Additions | ||
Conversions | (19,637) | |
Purchased (sold) | ||
Convertible notes, ending balance | 32,154 | |
Interest Expense | 3,401 | |
Interest Converted | ||
Due Date | Jun. 10, 2017 | |
Interest Rate | 10.00% | |
Convertible Debt Eight [Member] | ||
Convertible notes, beginning balance | $ 75,000 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 75,000 | |
Interest Expense | 6,732 | |
Interest Converted | ||
Due Date | Jul. 22, 2017 | |
Interest Rate | 10.00% | |
Convertible Debt Nine [Member] | ||
Convertible notes, beginning balance | $ 99,650 | |
Additions | ||
Conversions | (108,800) | |
Purchased (sold) | ||
Convertible notes, ending balance | (9,150) | |
Interest Expense | 3,138 | |
Interest Converted | ||
Due Date | Sep. 23, 2017 | |
Interest Rate | 10.00% | |
Convertible Debt Ten [Member] | ||
Convertible notes, beginning balance | $ 45,366 | |
Additions | ||
Conversions | (45,366) | |
Purchased (sold) | ||
Convertible notes, ending balance | 0 | |
Interest Expense | 974 | |
Interest Converted | $ 4,983 | |
Due Date | Oct. 19, 2017 | |
Interest Rate | 10.00% | |
Convertible Debt Eleven [Member] | ||
Convertible notes, beginning balance | $ 5,000 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 5,000 | |
Interest Expense | 249 | |
Interest Converted | ||
Due Date | Jan. 28, 2018 | |
Interest Rate | 10.00% | |
Convertible Debt Twelve [Member] | ||
Convertible notes, beginning balance | $ 5,000 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 5,000 | |
Interest Expense | 249 | |
Interest Converted | ||
Due Date | Jan. 28, 2018 | |
Interest Rate | 10.00% | |
Convertible Debt Thirteen [Member] | ||
Convertible notes, beginning balance | $ 5,000 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 5,000 | |
Interest Expense | 249 | |
Interest Converted | ||
Due Date | Feb. 3, 2018 | |
Interest Rate | 10.00% | |
Convertible Debt Fourteen [Member] | ||
Convertible notes, beginning balance | $ 11,666 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 11,666 | |
Interest Expense | 582 | |
Interest Converted | ||
Due Date | Feb. 11, 2018 | |
Interest Rate | 10.00% | |
Convertible Debt Fifteen [Member] | ||
Convertible notes, beginning balance | $ 11,668 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 11,668 | |
Interest Expense | 582 | |
Interest Converted | ||
Due Date | Feb. 11, 2018 | |
Interest Rate | 10.00% | |
Convertible Debt Sixteen [Member] | ||
Convertible notes, beginning balance | $ 11,700 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 11,700 | |
Interest Expense | 583 | |
Interest Converted | ||
Due Date | Feb. 15, 2018 | |
Interest Rate | 10.00% | |
Convertible Debt Seventeen [Member] | ||
Convertible notes, beginning balance | $ 50,000 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 50,000 | |
Interest Expense | 2,493 | |
Interest Converted | ||
Due Date | Feb. 18, 2018 | |
Interest Rate | 10.00% | |
Convertible Debt Eighteen [Member] | ||
Convertible notes, beginning balance | $ 50,000 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 50,000 | |
Interest Expense | 2,493 | |
Interest Converted | ||
Due Date | Feb. 24, 2018 | |
Interest Rate | 10.00% | |
Convertible Debt Nineteen [Member] | ||
Convertible notes, beginning balance | $ 50,000 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 50,000 | |
Interest Expense | 2,493 | |
Interest Converted | ||
Due Date | Mar. 15, 2018 | |
Interest Rate | 10.00% | |
Convertible Debt Twenty [Member] | ||
Convertible notes, beginning balance | $ 50,000 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 50,000 | |
Interest Expense | 2,493 | |
Interest Converted | ||
Due Date | Mar. 16, 2018 | |
Interest Rate | 10.00% | |
Convertible Debt Twenty One [Member] | ||
Convertible notes, beginning balance | $ 50,000 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 50,000 | |
Interest Expense | 2,493 | |
Interest Converted | ||
Due Date | Mar. 18, 2018 | |
Interest Rate | 10.00% | |
Convertible Debt Twenty Two [Member] | ||
Convertible notes, beginning balance | $ 50,000 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 50,000 | |
Interest Expense | 2,493 | |
Interest Converted | ||
Due Date | Mar. 29, 2018 | |
Interest Rate | 10.00% | |
Convertible Debt Twenty Three [Member] | ||
Convertible notes, beginning balance | $ 50,000 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 50,000 | |
Interest Expense | 2,493 | |
Interest Converted | ||
Due Date | Apr. 4, 2018 | |
Interest Rate | 10.00% | |
Convertible Debt Twenty Four [Member] | ||
Convertible notes, beginning balance | $ 50,000 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 50,000 | |
Interest Expense | 2,493 | |
Interest Converted | ||
Due Date | May 2, 2018 | |
Interest Rate | 10.00% | |
Convertible Debt Twenty Five [Member] | ||
Convertible notes, beginning balance | $ 50,000 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 50,000 | |
Interest Expense | 2,493 | |
Interest Converted | ||
Due Date | Jun. 2, 2018 | |
Interest Rate | 10.00% | |
Convertible Debt Twenty Six [Member] | ||
Convertible notes, beginning balance | $ 30,000 | |
Additions | ||
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 30,000 | |
Interest Expense | 1,509 | |
Interest Converted | ||
Due Date | Sep. 17, 2018 | |
Interest Rate | 18.00% | |
Convertible Debt Twenty Seven [Member] | ||
Convertible notes, beginning balance | ||
Additions | 15,000 | |
Conversions | ||
Purchased (sold) | ||
Convertible notes, ending balance | 15,000 | |
Interest Expense | 333 | |
Interest Converted | ||
Due Date | Nov. 17, 2017 | |
Interest Rate | 18.00% | |
Convertible Notes [Member] | ||
Convertible notes, beginning balance | $ 2,075,895 | |
Additions | 519,000 | |
Conversions | (315,084) | |
Purchased (sold) | ||
Convertible notes, ending balance | 2,279,810 | |
Interest Expense | 130,920 | |
Interest Converted | $ 9,010 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Fair Value of Derivative Liabilities (Details) | 6 Months Ended |
Dec. 31, 2017USD ($) | |
DL as of 6/30/2017 | $ 2,959,841 |
Initial DL | 77,131 |
Changes in DL | 1,825,723 |
Reclassify to APIC | (144,182) |
DL as of 12/31/2017 | 4,718,513 |
Convertible Notes [Member] | |
DL as of 6/30/2017 | 2,957,598 |
Initial DL | 77,131 |
Changes in DL | 1,825,723 |
Reclassify to APIC | (144,182) |
DL as of 12/31/2017 | 4,716,270 |
Warrant [Member] | |
DL as of 6/30/2017 | 2,243 |
Initial DL | |
Changes in DL | |
Reclassify to APIC | |
DL as of 12/31/2017 | $ 2,243 |
Derivative Liabilities - Sche27
Derivative Liabilities - Schedule of Fair Value Assumption of Derivative Liabilities (Details) | 6 Months Ended |
Dec. 31, 2017 | |
Commitment Date [Member] | Expected Dividends [Member] | |
Fair value assumptions, measurement input, percentages | 0.00% |
Commitment Date [Member] | Expected Volatility [Member] | |
Fair value assumptions, measurement input, percentages | 220.00% |
Commitment Date [Member] | Expected Term [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, term | 6 months |
Commitment Date [Member] | Expected Term [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, term | 3 years |
Commitment Date [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, percentages | 0.43% |
Commitment Date [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentages | 1.11% |
Re-measurement Date [Member] | Expected Dividends [Member] | |
Fair value assumptions, measurement input, percentages | 0.00% |
Re-measurement Date [Member] | Expected Volatility [Member] | |
Fair value assumptions, measurement input, percentages | 261.00% |
Re-measurement Date [Member] | Expected Term [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, term | 1 month 6 days |
Re-measurement Date [Member] | Expected Term [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, term | 2 years 10 months 14 days |
Re-measurement Date [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, percentages | 0.36% |
Re-measurement Date [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentages | 0.71% |
Convertible Debt - Net (Details
Convertible Debt - Net (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |||||
Debt unamortization discount | $ 172,350 | $ 172,350 | $ 407,905 | ||
Amortization of debt discount | $ 245,567 | $ 715,460 | $ 811,055 | $ 1,131,979 | $ 2,146,650 |
Convertible Debt - Net - Schedu
Convertible Debt - Net - Schedule of Long Term Convertible Debt (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |||||
Balance Prior Year | $ 443,065 | $ 443,065 | |||
Proceeds | 45,000 | 980,034 | |||
Repayments | (90,446) | (951,725) | |||
Less: gross Debt Discount recorded | (245,567) | (980,034) | |||
Add: Amortization of Debt Discount | $ 245,567 | $ 715,460 | 811,055 | $ 1,131,979 | 2,146,650 |
Less Current portion | (2,107,461) | (2,107,461) | (1,637,990) | ||
Long-Term Convertible Debt |
Stockholders' Equity (Deficit30
Stockholders' Equity (Deficit) (Details Narrative) | Aug. 07, 2017Integer | Jul. 28, 2017$ / sharesshares | Jun. 02, 2017Integer | May 25, 2017shares | Apr. 20, 2016shares | Dec. 31, 2017$ / sharesshares | Sep. 28, 2017shares | Jun. 30, 2017$ / sharesshares | Jun. 28, 2017shares | Mar. 19, 2017$ / sharesshares | Apr. 04, 2016$ / sharesshares |
Common stock, shares authorized | 8,000,000,000 | 800,000,000 | 8,000,000,000 | 300,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares issued | 1,259,831,381 | 187,866,264 | |||||||||
Common stock, shares outstanding | 1,259,831,381 | 187,866,264 | |||||||||
Number of common stock issued | 1,071,965,073 | ||||||||||
Ascenda [Member] | |||||||||||
Number of shares re-issued | 3,000,000 | ||||||||||
Shares issued price per share | $ / shares | $ 0.0118 | ||||||||||
2016 Stock and Incentive Plan [Member] | |||||||||||
Maximum number of shares issued under plan | 20,000,000 | ||||||||||
Percentage on maximum number of outstanding shares | 35.00% | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||||||||
Preferred stock, shares designated | 1,000,000 | ||||||||||
Description on preferred shares voting rights | Company again amended its Articles of Incorporation by amending the Certificate of Designation for the Series A Stock to increase the number of votes that each share of Series A Stock has to 400 votes. | Company amended its Articles of Incorporation by amending the Certificate of Designation for the Series A Stock to increase the number of votes that each share of Series A Stock has to 200 votes. | |||||||||
Increase in number of votes | Integer | 400 | 200 | |||||||||
Maximum [Member] | |||||||||||
Common stock, shares authorized | 5,000,000,000 | 8,000,000,000 | |||||||||
Wyoming Secretary of State [Member] | |||||||||||
Common stock, shares authorized | 320,000,000 | ||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||
Preferred stock, shares authorized | 20,000,000 | ||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||||||||
Chief Financial Officer [Member] | Series A Preferred Stock [Member] | |||||||||||
Number of common stock issued | 1,000,000 |
Stockholders' Equity (Deficit31
Stockholders' Equity (Deficit) - Schedule of Issuance of Common Stock (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Value of Conversion (Reduction of Notes Payable) | $ 329,078 | $ 366,112 |
Convertible Notes Payable1 [Member] | ||
Date of Conversion | Jul. 6, 2017 | |
Number of Shares | 5,984,848 | |
Note Holder Name | St. George Conversion #7 | |
Price per share | $ 0.00132 | |
Value of Conversion (Reduction of Notes Payable) | $ 7,900 | |
Convertible Notes Payable 2 [Member] | ||
Date of Conversion | Jul. 6, 2017 | |
Number of Shares | 8,348,794 | |
Note Holder Name | St. George True-Up for 6/20 (#5) | |
Price per share | $ 0.00290 | |
Value of Conversion (Reduction of Notes Payable) | $ 24,212 | |
Convertible Notes Payable 3 [Member] | ||
Date of Conversion | Jul. 14, 2017 | |
Number of Shares | 8,775,449 | |
Note Holder Name | JSJ Conversion | |
Price per share | $ 0.00090 | |
Value of Conversion (Reduction of Notes Payable) | $ 7,898 | |
Convertible Notes Payable 4 [Member] | ||
Date of Conversion | Jul. 24, 2017 | |
Number of Shares | 10,500,000 | |
Note Holder Name | Edgestone Conversion | |
Price per share | $ 0.00095 | |
Value of Conversion (Reduction of Notes Payable) | $ 9,975 | |
Convertible Notes Payable 5 [Member] | ||
Date of Conversion | Jul. 26, 2017 | |
Number of Shares | 6,535,792 | |
Note Holder Name | Taconic Conversion | |
Price per share | $ 0.00095 | |
Value of Conversion (Reduction of Notes Payable) | $ 6,209 | |
Convertible Notes Payable 6 [Member] | ||
Date of Conversion | Jul. 28, 2017 | |
Number of Shares | 10,527,670 | |
Note Holder Name | Forest Conversion | |
Price per share | $ 0.00085 | |
Value of Conversion (Reduction of Notes Payable) | $ 8,949 | |
Convertible Notes Payable 7 [Member] | ||
Date of Conversion | Jul. 28, 2017 | |
Number of Shares | 10,527,670 | |
Note Holder Name | Long Side Conversion | |
Price per share | $ 0.00085 | |
Value of Conversion (Reduction of Notes Payable) | $ 8,949 | |
Convertible Notes Payable 8 [Member] | ||
Date of Conversion | Jul. 31, 2017 | |
Number of Shares | 11,319,546 | |
Note Holder Name | JSJ Conversion | |
Price per share | $ 0.00080 | |
Value of Conversion (Reduction of Notes Payable) | $ 9,056 | |
Convertible Notes Payable 9 [Member] | ||
Date of Conversion | Jul. 31, 2017 | |
Number of Shares | 11,320,755 | |
Note Holder Name | St. George Conversion #8 | |
Price per share | $ 0.00106 | |
Value of Conversion (Reduction of Notes Payable) | $ 12,000 | |
Convertible Notes Payable 10 [Member] | ||
Date of Conversion | Jul. 31, 2017 | |
Number of Shares | 5,133,638 | |
Note Holder Name | St. George True-Up for 7/6 (#6) | |
Price per share | $ 0.00420 | |
Value of Conversion (Reduction of Notes Payable) | $ 21,561 | |
Convertible Notes Payable 11 [Member] | ||
Date of Conversion | Aug. 2, 2017 | |
Number of Shares | 13,964,037 | |
Note Holder Name | Summit Conversion | |
Price per share | $ 0.00090 | |
Value of Conversion (Reduction of Notes Payable) | $ 12,568 | |
Convertible Notes Payable 12 [Member] | ||
Date of Conversion | Aug. 7, 2017 | |
Number of Shares | 11,556,604 | |
Note Holder Name | St. George Conversion #9 | |
Price per share | $ 0.00106 | |
Value of Conversion (Reduction of Notes Payable) | $ 12,250 | |
Convertible Notes Payable 13 [Member] | ||
Date of Conversion | Aug. 7, 2017 | |
Number of Shares | 12,499,000 | |
Note Holder Name | Long Side Conversion | |
Price per share | $ 0.00090 | |
Value of Conversion (Reduction of Notes Payable) | $ 11,249 | |
Convertible Notes Payable 14 [Member] | ||
Date of Conversion | Aug. 10, 2017 | |
Number of Shares | 11,319,546 | |
Note Holder Name | JSJ Conversion | |
Price per share | $ 0.00080 | |
Value of Conversion (Reduction of Notes Payable) | $ 9,056 | |
Convertible Notes Payable 15 [Member] | ||
Date of Conversion | Aug. 15, 2017 | |
Number of Shares | 15,800,000 | |
Note Holder Name | Edgestone Conversion | |
Price per share | $ 0.00075 | |
Value of Conversion (Reduction of Notes Payable) | $ 11,850 | |
Convertible Notes Payable 16 [Member] | ||
Date of Conversion | Aug. 17, 2017 | |
Number of Shares | 11,319,546 | |
Note Holder Name | JSJ Conversion | |
Price per share | $ 0.00075 | |
Value of Conversion (Reduction of Notes Payable) | $ 8,490 | |
Convertible Notes Payable 17 [Member] | ||
Date of Conversion | Aug. 21, 2017 | |
Number of Shares | 16,800,000 | |
Note Holder Name | Long Side Conversion | |
Price per share | $ 0.00050 | |
Value of Conversion (Reduction of Notes Payable) | $ 8,400 | |
Convertible Notes Payable 18 [Member] | ||
Date of Conversion | Aug. 23, 2017 | |
Number of Shares | 15,365,854 | |
Note Holder Name | St. George Conversion #10 | |
Price per share | $ 0.00082 | |
Value of Conversion (Reduction of Notes Payable) | $ 12,600 | |
Convertible Notes Payable 19 [Member] | ||
Date of Conversion | Aug. 23, 2017 | |
Number of Shares | 1,467,982 | |
Note Holder Name | St. George True-Up for 7/6 (#7) | |
Price per share | $ 0.00100 | |
Value of Conversion (Reduction of Notes Payable) | $ 1,468 | |
Convertible Notes Payable 20 [Member] | ||
Date of Conversion | Aug. 24, 2017 | |
Number of Shares | 15,800,000 | |
Note Holder Name | Edgestone Conversion | |
Price per share | $ 0.00035 | |
Value of Conversion (Reduction of Notes Payable) | $ 5,530 | |
Convertible Notes Payable 21 [Member] | ||
Date of Conversion | Aug. 28, 2017 | |
Number of Shares | 16,684,458 | |
Note Holder Name | JSJ Conversion | |
Price per share | $ 0.00035 | |
Value of Conversion (Reduction of Notes Payable) | $ 5,840 | |
Convertible Notes Payable 22 [Member] | ||
Date of Conversion | Aug. 29, 2017 | |
Number of Shares | 31,521,739 | |
Note Holder Name | St. George Conversion #11 | |
Price per share | $ 0.00046 | |
Value of Conversion (Reduction of Notes Payable) | $ 14,500 | |
Convertible Notes Payable 23 [Member] | ||
Date of Conversion | Aug. 30, 2017 | |
Number of Shares | 19,457,656 | |
Note Holder Name | Long Side Conversion | |
Price per share | $ 0.00035 | |
Value of Conversion (Reduction of Notes Payable) | $ 6,810 | |
Convertible Notes Payable 24 [Member] | ||
Date of Conversion | Aug. 31, 2017 | |
Number of Shares | 15,800,000 | |
Note Holder Name | Edgestone Conversion | |
Price per share | $ 0.00035 | |
Value of Conversion (Reduction of Notes Payable) | $ 5,530 | |
Convertible Notes Payable 25 [Member] | ||
Date of Conversion | Sep. 6, 2017 | |
Number of Shares | 16,684,458 | |
Note Holder Name | JSJ Conversion | |
Price per share | $ 0.00035 | |
Value of Conversion (Reduction of Notes Payable) | $ 5,840 | |
Convertible Notes Payable 26 [Member] | ||
Date of Conversion | Sep. 6, 2017 | |
Number of Shares | 16,477,273 | |
Note Holder Name | St. George Conversion #12 | |
Price per share | $ 0.00044 | |
Value of Conversion (Reduction of Notes Payable) | $ 7,250 | |
Convertible Notes Payable 27 [Member] | ||
Date of Conversion | Sep. 6, 2017 | |
Number of Shares | 14,766,202 | |
Note Holder Name | St. George True-Up for 7/31 (#8) | |
Price per share | $ 0.00080 | |
Value of Conversion (Reduction of Notes Payable) | $ 11,813 | |
Convertible Notes Payable 28 [Member] | ||
Date of Conversion | Sep. 13, 2017 | |
Number of Shares | 15,800,000 | |
Note Holder Name | Edgestone Conversion | |
Price per share | $ 0.00030 | |
Value of Conversion (Reduction of Notes Payable) | $ 4,740 | |
Convertible Notes Payable 29 [Member] | ||
Date of Conversion | Sep. 18, 2017 | |
Number of Shares | 16,684,458 | |
Note Holder Name | JSJ Conversion | |
Price per share | $ 0.00025 | |
Value of Conversion (Reduction of Notes Payable) | $ 4,171 | |
Convertible Notes Payable 30 [Member] | ||
Date of Conversion | Sep. 22, 2017 | |
Number of Shares | 33,823,529 | |
Note Holder Name | St. George Conversion #13 | |
Price per share | $ 0.00034 | |
Value of Conversion (Reduction of Notes Payable) | $ 11,500 | |
Convertible Notes Payable 31 [Member] | ||
Date of Conversion | Sep. 22, 2017 | |
Number of Shares | 17,610,063 | |
Note Holder Name | St. George True-Up for 8/07 (#9) | |
Price per share | $ 0.00060 | |
Value of Conversion (Reduction of Notes Payable) | $ 10,566 | |
Convertible Notes Payable 32 [Member] | ||
Date of Conversion | Sep. 28, 2017 | |
Number of Shares | 30,990,037 | |
Note Holder Name | Long Side Conversion | |
Price per share | $ 0.00025 | |
Value of Conversion (Reduction of Notes Payable) | $ 7,748 | |
Convertible Notes Payable 33 [Member] | ||
Date of Conversion | Sep. 28, 2017 | |
Number of Shares | 30,990,000 | |
Note Holder Name | Taconic Conversion | |
Price per share | $ 0.00025 | |
Value of Conversion (Reduction of Notes Payable) | $ 7,748 | |
Convertible Notes Payable 34 [Member] | ||
Date of Conversion | Oct. 9, 2017 | |
Number of Shares | 21,071,429 | |
Note Holder Name | St. George Conversion #14 | |
Price per share | $ 0.00028 | |
Value of Conversion (Reduction of Notes Payable) | $ 5,900 | |
Convertible Notes Payable 35 [Member] | ||
Date of Conversion | Oct. 9, 2017 | |
Number of Shares | 21,692,970 | |
Note Holder Name | St. George True-Up for 8/23 (#10) | |
Price per share | $ 0.00070 | |
Value of Conversion (Reduction of Notes Payable) | $ 15,185 | |
Convertible Notes Payable 36 [Member] | ||
Date of Conversion | Oct. 9, 2017 | |
Number of Shares | 13,790,761 | |
Note Holder Name | St. George True-Up for 8/29 (#11) | |
Price per share | $ 0.00070 | |
Value of Conversion (Reduction of Notes Payable) | $ 9,654 | |
Convertible Notes Payable 37 [Member] | ||
Date of Conversion | Oct. 9, 2017 | |
Number of Shares | 25,295,228 | |
Note Holder Name | JSJ Conversion | |
Price per share | $ 0.00020 | |
Value of Conversion (Reduction of Notes Payable) | $ 4,983 | |
Convertible Notes Payable 38 [Member] | ||
Date of Conversion | Oct. 11, 2017 | |
Number of Shares | 35,345,073 | |
Note Holder Name | Summit Conversion | |
Price per share | $ 0.00020 | |
Value of Conversion (Reduction of Notes Payable) | $ 7,069 | |
Convertible Notes Payable 39 [Member] | ||
Date of Conversion | Oct. 17, 2017 | |
Number of Shares | 46,428,571 | |
Note Holder Name | St. George Conversion #15 | |
Price per share | $ 0.00028 | |
Value of Conversion (Reduction of Notes Payable) | $ 13,000 | |
Convertible Notes Payable 40 [Member] | ||
Date of Conversion | Oct. 18, 2017 | |
Number of Shares | 39,930,895 | |
Note Holder Name | Long Side Conversion | |
Price per share | $ 0.00020 | |
Value of Conversion (Reduction of Notes Payable) | $ 7,986 | |
Convertible Notes Payable 41 [Member] | ||
Date of Conversion | Oct. 24, 2017 | |
Number of Shares | 49,583,333 | |
Note Holder Name | St. George Conversion #16 | |
Price per share | $ 0.00024 | |
Value of Conversion (Reduction of Notes Payable) | $ 11,900 | |
Convertible Notes Payable 42 [Member] | ||
Date of Conversion | Oct. 24, 2017 | |
Number of Shares | 9,415,584 | |
Note Holder Name | St. George True-Up for 8/23 (#12) | |
Price per share | $ 0.00030 | |
Value of Conversion (Reduction of Notes Payable) | $ 2,825 | |
Convertible Notes Payable 43 [Member] | ||
Date of Conversion | Oct. 24, 2017 | |
Number of Shares | 44,240,232 | |
Note Holder Name | Long Side Conversion | |
Price per share | $ 0.00015 | |
Value of Conversion (Reduction of Notes Payable) | $ 6,636 | |
Convertible Notes Payable 44 [Member] | ||
Date of Conversion | Nov. 7, 2017 | |
Number of Shares | 49,391,866 | |
Note Holder Name | Long Side Conversion | |
Price per share | $ 0.00010 | |
Value of Conversion (Reduction of Notes Payable) | $ 4,939 | |
Convertible Notes Payable 45 [Member] | ||
Date of Conversion | Nov. 14, 2017 | |
Number of Shares | 51,856,520 | |
Note Holder Name | Taconic Conversion | |
Price per share | $ 0.00010 | |
Value of Conversion (Reduction of Notes Payable) | $ 5,186 | |
Convertible Notes Payable 46 [Member] | ||
Date of Conversion | Nov. 14, 2017 | |
Number of Shares | 51,856,520 | |
Note Holder Name | Long Side Conversion | |
Price per share | $ 0.00010 | |
Value of Conversion (Reduction of Notes Payable) | $ 5,186 | |
Convertible Notes Payable 47 [Member] | ||
Date of Conversion | Nov. 22, 2017 | |
Number of Shares | 57,031,800 | |
Note Holder Name | Long Side Conversion | |
Price per share | $ 0.00010 | |
Value of Conversion (Reduction of Notes Payable) | $ 5,703 | |
Convertible Notes Payable 48 [Member] | ||
Date of Conversion | Dec. 14, 2017 | |
Number of Shares | 59,877,687 | |
Note Holder Name | Taconic Conversion | |
Price per share | $ 0.00010 | |
Value of Conversion (Reduction of Notes Payable) | $ 5,988 | |
Convertible Notes Payable [Member] | ||
Number of Shares | 1,068,965,073 | |
Value of Conversion (Reduction of Notes Payable) | $ 426,361 |
Stock Incentive Plan (Details N
Stock Incentive Plan (Details Narrative) | Apr. 20, 2016shares |
2016 Stock and Incentive Plan [Member] | |
Number of shares available for issuance | 20,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - 18% Convertible Promissory Notes [Member] - Long Side Ventures LLC [Member] | Aug. 08, 2018USD ($) |
Debt interest rate | 18.00% |
Convertible note principal amount | $ 15,000 |
Percentage of trading price | 50.00% |
Debt maturity date | Aug. 8, 2019 |