10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 333-205944

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

(Exact name of Registrant as specified in its charter)

Nevada	20-8009362
(State or other jurisdiction of incorporation of organization)	(I.R.S. Employer Identification No.)

6955 North Durango Drive

Suite 1115-129

Las Vegas, NV 89149

(Address of principal executive offices)

(702) 527-2942

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of March 5, 2018, there was 576,193,639 shares of common stock issued and outstanding.

 LINGERIE FIGHTING CHAMPIONSHIPS, INC.

FORM 10-Q

September 30, 2017

TABLE OF CONTENTS

		Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements		3
	Balance Sheets as of September 30, 2017 and December 31, 2016 (Unaudited)		3
	Unaudited Statements of Operations for the Three and Nine Months Ended September 30, 2017 and 2016		4
	Unaudited Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016		5
	Notes to Unaudited Financial Statements.		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		19
Item 4.	Controls and Procedures.		19
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		20
Item 1A.	Risk Factors		20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		20
Item 3.	Defaults upon Senior Securities		20
Item 4.	Mine Safety Disclosures		22
Item 5.	Other Information		22
Item 6.	Exhibits.		23

2

PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	2017			2016
ASSETS
Current Assets
Cash and cash equivalents	$	-		$	57,630
Total Current Assets		-			57,630
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank indebtedness	$	235		$	-
Accounts payable and accrued liabilities		90,531			35,214
Accounts payable - related party		94,680			23,500
Stock payable		30,000			-
Convertible notes, net of $25,048 and $215,721 debt discount as of September 30, 2017 and December 31, 2016, respectively		369,726			225,595
Derivative liability		1,005,161			1,005,378
Total Current Liabilities		1,590,333			1,289,687
STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, 51 and 51 shares issued and outstanding, respectively		-			-
Common stock, par value $0.001 per share, 5,000,000,000 shares authorized, 576,193,639 and 87,676,435 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		576,194			87,677
Additional paid-in capital		525,366			681,867
Accumulated deficit		(2,691,893	)		(2,001,601	)
Total stockholders' deficit		(1,590,333	)		(1,232,057	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	57,630

See notes to unaudited financial statements

3

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine months ended
	September 30,						September 30,
	2017			2016			2017			2016
Revenue	$	5,900		$	14,963		$	15,450		$	19,137
Cost of Services		18,843			11,395			45,673			52,469
GROSS PROFIT (LOSS)		(12,943	)		3,568			(30,223	)		(33,332	)
OPERATING EXPENSES
Selling, general and administrative expenses		57,208			85,088			212,758			169,265
Total Operating Expenses		57,208			85,088			212,758			169,265
OTHER EXPENSES
Interest Expense		(76,936	)		(47,557	)		(279,904	)		(81,620	)
Loss on derivative liabilities		(431,621	)		(127,032	)		(167,407	)		(180,000	)
Total other expenses	$	(508,557	)	$	(174,589	)	$	(447,311	)	$	(261,620	)
OPERATING LOSS		(578,708	)		(256,109	)		(690,292	)		(464,217	)
NET LOSS	$	(578,708	)	$	(256,109	)	$	(690,292	)	$	(464,217	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.02	)
Basic and Diluted Weighted Average Common Shares Outstanding		504,088,281			19,124,325			329,366,752			19,768,335

See notes to unaudited financial statements

4

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended
	September 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(690,292	)	$	(464,217	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock - based compensation		30,000			30,000
Loss on derivative liability		167,407			180,000
Amortization of debt discount		235,673			64,674
Changes in operating assets and liabilities:
Accounts payable - related party		70,400			-
Accounts payable and accrued liabilities		63,402			(5,679	)
Net cash used in operating activities		(123,410	)		(195,222	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advancement from related party		780			-
Proceeds from convertible debt		65,000			173,750
Proceeds from promissory notes		-			50,000
Payment for cancellation of common shares		-			(75	)
Net cash provided by financing activities		65,780			223,675
Net increase (decrease) in cash and cash equivalents		(57,630	)		28,453
Cash and cash equivalents - beginning of period		57,630			21,683
Cash and cash equivalents - end of period	$	-		$	50,136
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
NON CASH INVESTING AND FINANCING ACTIVITIES
Issuance of promissory note for equity purchase agreement	$	-		$	100,000
Debt discount from derivative liability	$	45,000		$	173,750
Derivative reclass to APIC due to conversion	$	212,624		$	-
Common shares issued for conversion of debt and accrued interest	$	119,392		$	-

See notes to unaudited financial statements

5

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2017

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

(a) Organization

Lingerie Fighting Championships, Inc. (the "Company") is a Nevada corporation incorporated on November 29, 2006 under the name Sparking Events, Inc. The Company's corporate name was changed to Xodtec Group USA, Inc. in June 2009, Xodtec LED, Inc. in May 2010, Cala Energy Corp. in September 2013 and Lingerie Fighting Championships, Inc. on April 1, 2015.

NOTE 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and notes required by GAAP for complete financial statements. These interim financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected any other interim period or for the year ending December 31, 2017. At September 30, 2017 and December 31, 2016, the Company had no subsidiaries.

Earnings (Loss) per Share

The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the loss of the Company. 

For the nine months and three months ended September 30, 2017 and 2016, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted loss per common shares:

	Three Months Ended						Nine months ended
	September 30,						September 30,
	2017			2016			2017			2016
NET LOSS	$	(578,709	)	$	(256,109	)	$	(690,293	)	$	(464,217	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.02	)
Basic and Diluted Weighted Average Common Shares Outstanding		504,088,281			19,124,325			329,366,752			19,768,335

For the three months and nine months ended September 30, 2017, 2,303,136,941 common shares from convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive.

6

Fair Value Measurement

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 –	quoted prices in active markets for identical assets or liabilities
Level 2 –	quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 –	inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The derivative liability in connection with the conversion feature of the convertible debt, classified as a level 3 liability, is the only financial liability measured at fair value on a recurring basis.

The change in the level 3 financial instrument is as follows:

Balance - December 31, 2016	$	1,005,378
Derivative reclassed to APIC due to debt conversion		(212,624	)
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		45,000
Addition of new derivatives liabilities recognized as day one loss		78,616
Loss on change in fair value of the derivative		88,791
Balance - September 30, 2017	$	1,005,161

The following table summarizes fair value measurement by level at September 30, 2017 and December 31, 2016, measured at fair value on a recurring basis:

September 30, 2017	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		1,005,161		1,005,161
December 31, 2016	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		1,005,378		1,005,378

7

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has generated nominal revenues since inception, has sustained losses since its organization and requires funding to generate revenue. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company can give no assurances that it can or will become financially viable and continue as a going concern.

NOTE 4 – STOCKHOLDERS DEFICIT

Preferred Stock

The authorized preferred stock consists of 10,000,000 shares with a par value $0.001 per share. The board of directors has broad discretion in setting the rights, preferences and privileges of one or more series of preferred stock.

There were 51 and 51 preferred shares issued and outstanding as at September 30, 2017 and December 31, 2016.

Common Stock

The Company has authorized 5,000,000,000 shares with a par value $0.001 per share.

During the nine months ended September 30, 2017, the Company issued 488,517,204 common shares for conversion of debt and accrued interest in the amount of $119,392.

As of September 30, 2017 and December 31, 2016, the common shares issued and outstanding was 576,193,639 and 87,676,435, respectively.

Common shares issued for compensation

As of September 30, 2017, the Company recorded stock payable for 300,000 outstanding common shares of $30,000 not yet issued to the consultant for service performed.

NOTE 5 – NOTES PAYABLE

The Company had the following unsecured notes payable as at September 30, 2017 and December 31, 2016:

	September 30, 2017		December 31, 2016
Convertible Promissory Note to Crown Bridge	$	2,404	$	13,289
Convertible Promissory Notes to Auctus Fund		122,002		68,226
Convertible Promissory Notes to EMA Financial		27,463		11,667
Convertible Promissory Notes to Black Bridge Capital		135,391		26,667
Convertible Promissory Notes to Tangiers		23,801		100,000
Convertible Promissory Notes to Denali		31,615		4,791
Convertible Promissory Notes to Tangiers		-		955
Convertible Promissory Notes to Powerup		27,050		-
Total Convertible Debt	$	369,726	$	225,595

8

Promissory Note Payable to Crown Bridge Partners

On April 1, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $40,000 with a $6,000 original issue discount. The convertible promissory note bears interest at 10% per annum and matures twelve months from issue date. The conversion price is 55% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $34,000 is being amortized over the life of the note using the effective interest method resulting in $10,000 of interest expense for the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, principal of $20,885 was converted for 92,296,000 common shares.

As at September 30, 2017, the note is presented net of a debt discount of $0.

The note is currently in default.

Promissory Notes Payable to Auctus Fund

Auctus #1

On May 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $67,750 with a $7,750 original issue discount. The convertible promissory note bears interest at 10% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $60,000 is being amortized over the life of the note using the effective interest method resulting in $14,542 of interest expense for the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, principal of $15,278 and accrued interest of $5,975 were converted for 111,460,000 common shares.

The note is currently in default.

Auctus #2

On September 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $56,750 with a $6,750 original issue discount. The convertible promissory note bears interest at 10% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $50,000 is being amortized over the life of the note using the effective interest method resulting in $35,607 of interest expense for the nine months ended September 30, 2017.

On July 7 2017, note amendment was executed with $20,000 increase in principal of the note and the note principle increased to $76,750. The Company received $20,000 cash proceeds from the note amendment on the same date.

As of September 30, 2017, the notes are presented net of a debt discount of $0.

The note is currently in default.

Promissory Note Payable to EMA Financial

On September 7, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $35,000 with a $5,250 original issue discount. The convertible promissory note bears interest at 10% per annum and matures twelve months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $29,750 is being amortized over the life of the note using the effective interest method resulting in $21,774 of interest expense for the nine months ended September 30, 2017.

9

During the nine months ended September 30, 2017, principal of $7,538 were converted for 123,242,000 common shares.

The note is currently in default.

Promissory Note Payable to EMA Financial, LLC

On November 3, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $60,000. The convertible promissory note bears interest at 8% per annum and matures on November 3, 2017. The conversion price is 50% of the lowest trading price 20 days prior to conversion. The note was discounted for a derivative and the discount of $60,000 is being amortized over the life of the note using the effective interest method resulting in $45,000 of interest expense for the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, principal of $10,810 were converted for 65,000,000 common shares.

As of September 30, 2017, the note is presented net of a debt discount of $5,465.

On September 27 2017, EMA Financial, LLC entered into an agreement with Blackbridge Capital Growth Funds, LLC to buy out the outstanding principal amount and accrued interest of the convertible promissory note at $53,367.22.

Promissory Note Payable to Blackbridge Capital Growth Fund, LLC

Commitment Note

On November 3, 2016, the Company entered into an investment agreement with Blackridge Capital Growth Fund, LLC. Per the investment agreement, the investor will invest up to $2,000,000 to purchase the Company’s common stock, par value of $.001 per share.

The Company issued a convertible promissory note for $100,000, as a commitment fee, which bears interest at 8% of the principle amount and matures on November 3, 2017. The commitment fee expense of $100,000 was recognized on November 3, 2016. The conversion price is equal to 57.5% of the lowest trading price during the 20 days prior to the conversion.

On November 3, 2016, a derivative debt discount of $100,000 was recorded. For the nine months ended September 30, 2017, an amount of $75,000 was amortized into interest expense in relation to the debt discount.

As of September 30, 2017, the note is presented net of a debt discount of $8,333.

Commitment Note Payable to Tangiers

On April 4, 2016, the Company entered into an investment agreement with an unrelated party. Per the investment agreement, the investor will invest up to $5,000,000 to purchase the Company’s common stock, par value of $.001 per share. In connection with the investment agreement, the Company entered into a registration rights agreement with the unrelated party which has been filed with the SEC. The maximum investment amount is equal to one hundred percent of the average of the daily trading volume of the common stock for the ten days prior to the put notice entered into by the unrelated party. The total purchase price to be paid in connection with the put notice, is calculated at eighteen percent discount of the lowest trading price of the common stock during the five consecutive trading days immediately succeeding the put notice date.

The Company issued a promissory note to the unrelated party for $100,000, as a commitment fee, which bears interest at 10% of the principle amount and matures seven months from April 4, 2016 with a possible extension to ten months based on whether the Company executes the related investment agreement within 180 days from April 4, 2016. If the registration statement is declared effective within 90 days of the execution of the investment agreement, the Company and the unrelated party agree the principal balance of the note will be immediately reduced by $40,000. The note payable will be available to be converted upon default. Per the agreement, default could occur based on: failure of payment on any outstanding amounts longer than five days after the due date, failure to issue shares after request, or failure to comply with all of the other material provisions included in the agreement. The conversion price is equal to the lower of: (a) 90% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note, or (b) 90% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the effective date of April 4, 2016. At the election of the unrelated party, at each closing date (as defined in the investment agreement) after the date which is six months after April 4, 2016, the unrelated party shall retain (or the Company shall pay to the unrelated party) an amount equal to ten percent of each Put Amount (as defined in the agreement), and the amounts shall be applied by the unrelated party as follows: first against the amount of any unpaid interest or other fees, and second against any unpaid principal amounts, until all interest, fees, and principal have been paid.

10

On April 28, 2016, the Company filed a registration statement with the Securities and Exchange Commission to register 3,500,000 shares of common stock pursuant to the Investment Agreement and the Registration Rights Agreement. On May 24, 2016, the Company received a comment letter from the Securities and Exchange Commission regarding the registration statement. On March 3, 2017, the Company voluntarily withdrew the registration statement.

The Company expensed the $100,000 as commitment fee during the year ended December 31, 2016.

The note was discounted for a derivative and the discount of $65,238 is fully amortized into interest expense for the year ended December 31, 2016. As of September 30, 2017, the note is presented net of a debt discount of $0.

On January 10, 2017, the Company entered into an Assignment Agreement that Denali acquired $50,000 of the $100,000 note held by Tangiers. As at January 10, 2017, $50,000 of principal remained with Tangiers.

During the nine months ended September 30, 2017, principal of $26,199 was converted for 49,905,893 common shares.

The note is currently in default.

Notes Payable to Denali

Denali #1

On December 5, 2016, the Company entered into an Assignment Agreement that Denali acquired $16,000 of the $57,500 note held by Tangiers.

During the nine months ended September 30, 2017, principal of $4,791 and accrued interest of $38 was converted for 3,974,519 common shares.

The note has been fully converted and has no remaining balance as of September 30, 2017.

Denali #2

On January 10, 2017, the Company entered into an Assignment Agreement that Denali acquired $50,000 of the $100,000 note held by Tangiers.

During the nine months ended September 30, 2017, principal of $18,385 was converted for 9,884,409 common shares.

The note is currently in default.

Note Payable to Tangiers

On April 4, 2016, the Company entered into a separate promissory note of $57,500 with a $7,500 original issue discount to the unrelated party, which bears interest at 10% of the principal amount. The $57,500 promissory note matures six months from the issue date. The note may be prepaid by the company, in whole, or part, as follows: (a) under thirty days, 105% of principal amount, (b) thirty one to sixty days, 110% of principal amount, (c) sixty one to ninety days, 115% of principal amount, (d) ninety one to one hundred and twenty days, 120% of principal amount, (e) one hundred twenty one to one hundred fifty one days, 125% of principal amount, and (f) one hundred and fifty one to one hundred and eighty days, 135% of principal amount. The note payable will be available to be converted upon default. Per the agreement, default could occur based on: failure of payment on any outstanding amounts longer than five days after the due date, failure to issue shares after request, or failure to comply with all of the other material provisions included in the agreement. The conversion price shall be equal to the lower of 50% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $50,000 is being amortized over the life of the note using the effective interest method. Total of $57,500 of the discount was recorded as interest expense for the year ended December 31, 2016.

11

On December 5, 2016, Tangiers assigned $16,000 of the note payable to Denali.

During the nine months ended September 30, 2017, principal of $955 and interest of $1,838 was converted for 2,298,897 common shares.

The note has been fully converted and has no remaining balance as of September 30, 2017.

Note Payable to Power Up Lending Group

On January 13, 2017, the Company entered into a promissory note of $45,000 with a $2,500 original issue discount to the unrelated party, which bears interest at 8% of the principal amount. The promissory note matures on January 13, 2018. The conversion price shall be equal to the lower of 57.5% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $45,000 is being amortized over the life of the note using the effective interest method. Total of $33,750 of the discount was recorded as interest expense for the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, principal of $6,700 was converted for 30,455,486 common shares.

The note is presented net of a debt discount of $11,250.

Accrued interest on convertible notes

During the nine months ended September 30, 2017 and 2016, interest expense of $44,231 and $7,731 was incurred on convertible notes, respectively. As of September 30, 2017 and December 31, 2016, accrued interest payable on convertible notes was $54,094 and $20,214, respectively.

Summary of Conversions

During the nine months ended September 30, 2017, $111,542 principal amount of the convertible note and $7,850 accrued interest was converted for 488,517,204 common shares.

NOTE 6 – DERIVATIVE LIABILITY

The Company analyzed the conversion options for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability when the conversion option becomes effective

The following table summarizes the derivative liabilities included in the balance sheet at September 30, 2017:

Balance - December 31, 2016	$	1,005,378
Derivative reclassed to APIC due to debt conversion		(212,624	)
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		45,000
Addition of new derivatives liabilities recognized as day one loss		78,616
Loss on change in fair value of the derivative		88,791
Balance - September 30, 2017	$	1,005,161

12

The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date:

	Nine months ended
	September 30,			September 30,
	2017			2016
Expected term	0.09 – 0.29 years			0.39 – 0.94 years
Expected average volatility	207% - 407		%	140% - 220		%
Expected dividend yield		-			-
Risk-free interest rate	0.97 % -1.20		%		0.52	%

NOTE 7 – RELATED PARTY TRANSACTIONS

During the nine month period ended September 30, 2017, the Company accrued $90,000 of salary payable to one related party, and paid $19,600 owing to two related parties for accrued salaries.

During the nine months ended September 30, 2017, a related party advanced $780 to the Company. The amount due to the related party is unsecured and non-interest bearing with no set terms of repayment.

As of September 30, 2017 and December 31, 2016, amount due to related parties was $94,680 and $23,500, respectively.

NOTE 8 – SUBSEQUENT EVENTS

Subsequent to September 30, 2017 and through the date that these financials were made available, the Company had the following subsequent events:

On November 2, 2017, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada to increase the number of authorized shares of common stock, par value $0.001 per share, from one billion two hundred million (1,200,000,000) shares to five billion (5,000,000,000) shares.

On September 25, 2017, the Company entered into a Securities Purchase Agreement (“EMA SPA”) with EMA Financial LLC, providing for the purchase of a Convertible Redeemable Note in the aggregate principal amount of $53,000. The note bears an interest rate of 12%, and is due and payable on September 25, 2018. The note may be converted by the Investor at any time into shares of Company’s common stock at a price at the lower of the closing sale price of the Company’s stock on the OTC Markets on the trading day immediately preceding the closing day of the note, and 50% of either the lowest sale price of the Company’s common stock on the OTC Markets during the twenty five consecutive trading days including and immediately preceding the conversion date, or the closing bid price, whichever is lower, provided however, if the Company’s share price at any time loses the bid, then the Investor, at their sole discretion, can convert at a fixed conversion price of $0.00001. The Company received the cash proceed of $44,300, net of note discount and financing cost on October 31, 2017. On February 20, 2018, a note amendment was executed with $5,636.04 increase in the principal amount of the note for partial repayment made on behalf of the Company to settle a convertible note originally issued to Crown Bridge Partners, LLC on April 1, 2016 and the note principal subsequently increased to $58,636.04.

On October 18, 2017, the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC, providing for the purchase of a Convertible Redeemable Note in the aggregate principal amount of $53,000. The note bears an interest rate of 12%, and is due and payable on July 18, 2018. The note may be converted by the Second Investor at any time into shares of Company’s common stock at a price at the lower of the closing sale price of the Company’s stock on the OTC Markets on the trading day immediately preceding the closing day of note, and 50% of either the lowest sale price of the Company’s common stock on the OTC Markets during the twenty five consecutive trading days including and immediately preceding the conversion date, or the closing bid price, whichever is lower, provided however, if the Company’s share price at any time loses the bid, then the Second Investor, at their sole discretion, can convert at a fixed conversion price of $0.00001. The Company received the cash proceed of $45,250, net of note discount and financing cost on November 2, 2017. On February 23, 2018, a note amendment was executed with $5,636.04 increase in the principal amount of the note for partial repayment made on behalf of the Company to settle a convertible note originally issued to Crown Bridge Partners, LLC on April 1, 2016 and the note principal subsequently increased to $58,636.04.

On February 23, 2018, EMA Financial LLC and Auctus Fund, LLC each made repayment to Crown Bridge Partners, LLC on behalf of the Company at $5,636.04, totaling $11,272.08 to settle the total outstanding principal and accrued penalty amount at $11,272.08 of the $40,000 convertible note originally issued to Crown Bridge Partners, LLC on April 1, 2016.

On October 2, 2017, Auctus Fund, LLC entered into an agreement with Power Up Lending Group Ltd. to buy out the total outstanding principal amount and accrued interest of the convertible promissory notes at $50,774.54.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report on Form 10-Q and other reports filed by Lingerie Fighting Championships, Inc. (“Lingerie”, “we” or the “Company”) from time to time with the SEC (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

Business Overview

We were incorporated in Nevada on November 29, 2006 under the name Sparking Events, Inc., and on September 16, 2013 our corporate name was changed to Cala Energy Corp., (formally, Xodtec LED, Inc.) under which we were engaged in the business of offering services, such as enhanced oil recovery and material supplies, to gas and oil fields predominantly located in Southeast Asia. We were not successful in our efforts and discontinued this line of business. Since that time, and prior to the “Exchange Agreement” (defined below) we have been a “shell company”, as such term is defined in Rule 12b-2 of the Exchange Act.

On March 31, 2015, the Company, pursuant to share exchange agreement (the “Share Exchange Agreement”), among the Company, Lingerie Fighting Championships, Inc. (“LFC”), and the holders of all of the outstanding common stock and convertible notes of LFC exchanged their common stock and convertible notes of LFC for a total of 16,750,000 shares of common stock, which represented 84.70% of the Company’s common stock after giving effect to the issuance of the shares pursuant to the Share Exchange Agreement and the shares of common stock issued in the private placement described in the following paragraph. The issuance of the 16,750,000 shares of common stock to the former holders of LFC’s common stock and convertible notes in exchange for the capital stock of LFC is referred to as the reverse acquisition transaction. The sole director and chief executive officer of LFC became a director and the chief executive officer of the Company. As a result of the reverse acquisition, the Company’s business has become the business of LFC.

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On March 31, 2015, contemporaneously with the closing pursuant to the Share Exchange Agreement, the Company issued 2,500,000 shares of common stock for a purchase price of $0.08 per share, for a total of $200,000. The proceeds from the private placement were held in escrow on March 31, 2015, and were paid to the Company on April 2, 2015. Accordingly, on March 31, 2015, the proceeds from the private placement are reflected as a subscription receivable. None of the purchasers in the private placement are affiliates of the Company.

As a result of the reverse acquisition with LFC, we ceased to be a shell company on March 31, 2015.

Effective as of April 1, 2015, we changed our name to “Lingerie Fighting Championships, Inc.” a name which more accurately represents our new business. We effected the name change by virtue of a short form merger, pursuant to which LFC (our wholly owned subsidiary after the LFC Acquisition) merged with and into the Company, with the Company remaining as the surviving parent corporation. In connection with the name change, we submitted to FINRA a voluntary request for the change of our OTC trading symbol. Our Common Stock now trades under the symbol “BOTY”.

As a result of, and in connection with, the reverse acquisition, the Company changed its fiscal year to December 31, which was LFC’s fiscal year, from a fiscal year ending February 28.

On April 20, 2015, the Company effected a one-for-800 reverse split, pursuant to which each share of common stock was converted into, and became 1/800 of a share of common stock, with fractional shares being rounded up to the next higher whole number of shares. As a result of the reverse split, the 339,757,357 shares of common stock, then outstanding, became and were converted into 424,977 shares. All references to shares of common stock and per share information retroactively reflect the reverse split.

On September 14, 2016, Lingerie Fighting Championships, Inc., a Nevada Corporation (the “Company”) filed an amendment to its articles of incorporation (the “Amendment”) with the Secretary of State of the State of Nevada, which, among other things, established the designation, powers, rights, privileges, preferences and restrictions of the Series A Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”).

Among other provisions, each one (1) share of the Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of common stock of the Company eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of common stock of the Company eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series A Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).

Fifty-one (51) shares of Series A Preferred Stock were authorized and fifty-one (51) shares of Series A Preferred Stock were issued to Shaun Donnelly, the Company’s Chief Executive Officer and a director of the Company.

On November 22, 2016, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada to increase the number of authorized shares of common stock, par value $0.001 per share, from four hundred million (400,000,000) shares to one billion (1,000,000,000) shares.

On January 23, 2017, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada to increase the number of authorized shares of common stock, par value $0.001 per share, from one billion (1,000,000,000) shares to one billion two hundred million (1,200,000,000) shares. 

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On November 2, 2017, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada to increase the number of authorized shares of common stock, par value $0.001 per share, from one billion two hundred million (1,200,000,000) shares to five billion (5,000,000,000) shares.

We do not have a principal office. Our mailing address is 6955 North Durango, Suite 1115-129, Las Vegas, NV, 89149, telephone (702) 527-2942. Our website is www.lingeriefc.com. 

Results of Operations

Three Months ended September 30, 2017 as compared to the Three Months Ended September 30, 2016

Our operating results for the three months ended September 30, 2017 and 2016, and the changes between those periods for the respective items are summarized as follows:

	Three Months Ended
	September 30,
Statement of Operations Data:	2017			2016			Changes
Revenue	$	5,900		$	14,963		$	(9,063	)
Cost of Services		(18,843	)		(11,395	)		(7,448	)
Total operating expenses		(57,208	)		(85,088	)		27,880
Other expenses		(508,557	)		(174,589	)		(333,968	)
Net loss	$	(578,708	)	$	(256,109	)	$	(322,599	)

Revenues

We generated revenues of $5,900 and $14,963 for the three months ended September 30, 2017 and 2016, respectively. The decrease in revenue was primarily due to less LFC events being hosted during the three months ended September 30, 2017 as compared to the same period ended 2016.

Cost of Services

We incurred total cost of services of $18,843 and $11,395 for the three months ended September 30, 2017 and 2016, respectively. The increase was primarily due to increase in direct costs incurred during the three months ended September 30, 2017 as compared to the same period ended 2016.

Operating Expenses

We incurred total operating expenses of $57,208 and $85,088 for the three months ended September 30, 2017 and 2016, respectively. The decrease in operating expenses was primarily due to the decrease in professional fees and travel costs during the three months ended September 30, 2017 as compared to the same period ended 2016.

Other Expenses

We incurred total other expenses of $508,557 and $174,589 for the three months ended September 30, 2017 and 2016, respectively. The increase in other expenses was mainly due to loss on derivative liabilities of $431,621 for the three months ended September 30, 2017, as compared to loss on derivative liabilities of $127,032 as compared to the same period ended 2016.

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Net Loss

We incurred a net loss of $578,708 and $256,109 during the three months ended September 30, 2017 and 2016, respectively. The increase in our net loss was due to increase in loss on derivative liabilities and decrease in gross profit during the three months ended September 30, 2017 as compared to the same period ended 2016.

Nine Months ended September 30, 2017 as compared to the Nine Months Ended September 30, 2016

Our operating results for the nine months ended September 30, 2017 and 2016, and the changes between those periods for the respective items are summarized as follows:

	Nine Months Ended
	September 30,
Statement of Operations Data:	2017			2016			Changes
Revenue	$	15,450		$	19,137		$	(3,687	)
Cost of Services		(45,673	)		(52,469	)		6,797
Total operating expenses		(212,758	)		(169,265	)		(43,493	)
Other income (expenses)		(447,311	)		(261,620	)		(185,691	)
Net loss	$	(690,292	)	$	(464,217	)	$	(226,075	)

Revenues

We generated revenues of $15,450 and $19,137 for the nine months ended September 30, 2017 and 2016, respectively. The decrease in revenue was primarily due to less LFC events being hosted during the nine months ended September 30, 2017 as compared to the same period ended 2016.

Cost of Services

We incurred total cost of services of $45,673 and $52,469 for the nine months ended September 30, 2017 and 2016, respectively. The decrease was primarily due to less LFC events being hosted during the nine months ended September 30, 2017, resulting in less additional labor, material, and subcontractor expenses as compared to the same period ended 2016.

Operating Expenses

We incurred total operating expenses of $212,758 and $169,265 for the nine months ended September 30, 2017 and 2016, respectively. The increase in operating expenses was primarily due to the increased payroll expenses as the monthly related party salary started to accrue in October 2016.

Other Expenses

We incurred total other expenses of $447,311 and $261,620 for the nine months ended September 30, 2017 and 2016, respectively. The increase in other expenses was due to interest expense of $279,904, comprising of amortization of debt discount of $235,673 and interest expense on promissory notes of $44,231, incurred during nine months ended September 30, 2017, as compared to $81,620 interest expense incurred as compared to the same period ended 2016..

Net Loss

We incurred a net loss of $690,292 and $464,217 during the nine months ended September 30, 2017 and 2016, respectively. The increase in our net loss was due to increase in amortization of debt discount and increase in payroll expenses as compared to the same period ended 2016.

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Liquidity and Capital Resources

	September 30,			December 31,
Balance Sheet Data:	2017			2016
Cash (Bank Indebtedness)	$	(235	)	$	57,630
Working capital deficiency	$	(1,590,333	)	$	(1,232,057	)
Total assets	$	-		$	57,630
Total liabilities	$	1,590,333		$	1,289,687
Total stockholders' deficit	$	(1,590,333	)	$	(1,232,057	)

At September 30, 2017, we had a working capital deficiency of $1,590,333 and an accumulated deficit of $2,691,893. The Company intends to fund future operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2017.

The ability of the Company to realize its business plan is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The following table sets forth certain information about our cash flow during the nine months ended September 30, 2017 and 2016.

	Nine Months Ended
	September 30,
Cash Flow Data:	2017			2016			Changes
Cash Flows used in Operating Activities	$	(123,410	)	$	(195,222	)	$	71,812
Cash Flows provided by Financing Activities		65,780			223,675			(157,895	)
Net Increase (decrease) in Cash During Period	$	(57,630	)	$	28,453		$	(86,083	)

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the nine months ended September 30, 2017, net cash flows used in operating activities was $123,410, consisting of a net loss of $690,292 and was reduced by amortization of debt discount of $235,673, loss on derivative liability of $167,407, stock based compensation of $30,000, an increase in accounts payable to related party of $70,400 and an increase in accounts payable and accrued liabilities of $63,402. For the nine months ended September 30, 2016, net cash flows used in operating activities was $195,222, consisting of net loss of $464,217 and was reduced by loss on derivative liabilities of $180,000 and amortization of debt discount of $64,674, stock based compensation of $30,000, and was increased by a decrease in accounts payable and accrued liabilities of $5,679.

Cash Flows from Investing Activities

There was no investing activities during nine months ended September 30, 2017 and 2016.

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Cash Flows from Financing Activities

For the nine months ended September 30, 2017, net cash flows provided by financing activities was $65,780 for proceeds from the convertible note of $65,000 and advancement from related party of $780. For the nine months ended September 30, 2016, net cash provided by financing activities was $233,675, consisting of proceeds from convertible notes of $173,750, proceeds from promissory notes of $50,000, offset by payment for cancellation of common shares of $75.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2017.

Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and our chief financial officer. Based on that evaluation, we concluded that our disclosure controls and procedures were not effective as of September 30, 2017.

(a) Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the nine months ended September 30, 2017, the Company issued 488,517,204 common shares for conversion of debt in the amount of $111,542.

Item 3. Defaults upon Senior Securities

On April 1, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $40,000 with a $6,000 original issue discount. The convertible promissory note bears interest at 10% per annum and matures twelve months from issue date. The conversion price is 55% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $34,000 is being amortized over the life of the note using the effective interest method resulting in $10,000 of interest expense for the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, principal of $20,885 was converted for 92,296,000 common shares.

As at September 30, 2017, the note is presented net of a debt discount of $0.

The note is currently in default.

On May 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $67,750 with a $7,750 original issue discount. The convertible promissory note bears interest at 10% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $60,000 is being amortized over the life of the note using the effective interest method resulting in $14,542 of interest expense for the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, principal of $15,278 and accrued interest of $5,975 were converted for 111,460,000 common shares.

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The note is currently in default.

On September 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $56,750 with a $6,750 original issue discount. The convertible promissory note bears interest at 10% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $50,000 is being amortized over the life of the note using the effective interest method resulting in $35,607 of interest expense for the nine months ended September 30, 2017.

As of September 30, 2017, the notes are presented net of a debt discount of $0.

The note is currently in default.

On April 4, 2016, the Company entered into an investment agreement with an unrelated party. Per the investment agreement, the investor will invest up to $5,000,000 to purchase the Company’s common stock, par value of $.001 per share. In connection with the investment agreement, the Company entered into a registration rights agreement with the unrelated party which has been filed with the SEC. The maximum investment amount is equal to one hundred percent of the average of the daily trading volume of the common stock for the ten days prior to the put notice entered into by the unrelated party. The total purchase price to be paid in connection with the put notice, is calculated at eighteen percent discount of the lowest trading price of the common stock during the five consecutive trading days immediately succeeding the put notice date.

The Company issued a promissory note to the unrelated party for $100,000, as a commitment fee, which bears interest at 10% of the principle amount and matures seven months from April 4, 2016 with a possible extension to ten months based on whether the Company executes the related investment agreement within 180 days from April 4, 2016. If the registration statement is declared effective within 90 days of the execution of the investment agreement, the Company and the unrelated party agree the principal balance of the note will be immediately reduced by $40,000. The note payable will be available to be converted upon default. Per the agreement, default could occur based on: failure of payment on any outstanding amounts longer than five days after the due date, failure to issue shares after request, or failure to comply with all of the other material provisions included in the agreement. The conversion price is equal to the lower of: (a) 90% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note, or (b) 90% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the effective date of April 4, 2016. At the election of the unrelated party, at each closing date (as defined in the investment agreement) after the date which is six months after April 4, 2016, the unrelated party shall retain (or the Company shall pay to the unrelated party) an amount equal to ten percent of each Put Amount (as defined in the agreement), and the amounts shall be applied by the unrelated party as follows: first against the amount of any unpaid interest or other fees, and second against any unpaid principal amounts, until all interest, fees, and principal have been paid.

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On April 28, 2016, the Company filed a registration statement with the Securities and Exchange Commission to register 3,500,000 shares of common stock pursuant to the Investment Agreement and the Registration Rights Agreement. On May 24, 2016, the Company received a comment letter from the Securities and Exchange Commission regarding the registration statement. On March 3, 2017, the Company voluntarily withdrew the registration statement.

The Company expensed the $100,000 as commitment fee during the year ended December 31, 2016.

The note was discounted for a derivative and the discount of $65,238 is fully amortized into interest expense for the year ended December 31, 2016. As of September 30, 2017, the note is presented net of a debt discount of $0.

On January 10, 2017, the Company entered into an Assignment Agreement that Denali acquired $50,000 of the $100,000 note held by Tangiers. As at January 10, 2017, $50,000 of principal remained with Tangiers.

During the nine months ended September 30, 2017, principal of $26,199 was converted for 49,905,893 common shares.

The note is currently in default.

On January 10, 2017, the Company entered into an Assignment Agreement that Denali acquired $50,000 of the $100,000 note held by Tangiers.

During the nine months ended September 30, 2017, principal of $18,385 was converted for 9,884,409 common shares.

The note is currently in default.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other information

On September 25, 2017, the Company entered into a Securities Purchase Agreement (“EMA SPA”) with EMA Financial LLC, providing for the purchase of a Convertible Redeemable Note in the aggregate principal amount of $53,000. On February 20, 2018, a note amendment was executed with $5,636.04 increase in the principal amount of the note for partial repayment made on behalf of the Company to settle a convertible note originally issued to Crown Bridge Partners, LLC on April 1, 2016 and the note principal subsequently increased to $58,636.04.

On October 18, 2017, the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC, providing for the purchase of a Convertible Redeemable Note in the aggregate principal amount of $53,000. On February 23, 2018, a note amendment was executed with $5,636.04 increase in the principal amount of the note for partial repayment made on behalf of the Company to settle a convertible note originally issued to Crown Bridge Partners, LLC on April 1, 2016 and the note principal subsequently increased to $58,636.04.

On February 23, 2018, EMA Financial LLC and Auctus Fund, LLC each made repayment to Crown Bridge Partners, LLC on behalf of the Company at $5,636.04, totaling $11,272.08 to settle the total outstanding principal and accrued penalty amount at $11,272.08 of the $40,000 convertible note originally issued to Crown Bridge Partners, LLC on April 1, 2016.

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Item 6. Exhibits

4.1	Amendment to Convertible Promissory Note between the Company and Auctus Fund, LLC, dated February 23, 2018.
4.2	Amendment to Convertible Promissory Note between the Company and EMA Financial, LLC, dated February 23, 2018.
10.1	Settlement Agreement between the Company and Crown Bridge Partners, LLC, dated February 21, 2018
31.1	Certification of the Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

________________ 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LINGERIE FIGHTING CHAMPIONSHIPS, INC.
March 5, 2018	By:	/s/ Shaun Donnelly
		Shaun Donnelly, Chief Executive Officer, Chief Financial Officer, (Principal Executive Officer and Principal Financial Officer)

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Shaun Donnelly, certify that:

1.	We have reviewed this quarterly report on Form 10-Q of Lingerie Fighting Championships, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

	By:	/s/ Shaun Donnelly
March 5, 2018		Shaun Donnelly Chief Executive Officer, Chief Financial Officer, (Principal Executive Officer and Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Lingerie Fighting Championships, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Shaun Donnelly, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 5, 2018	By:	/s/ Shaun Donnelly
		Shaun Donnelly Chief Executive Officer, Chief Financial Officer, (Principal Executive Officer and Principal Financial Officer)

EX-4.1

EXHIBIT 4.1

 

 

 

EX-4.2

EXHIBIT 4.2 

 

 

 

 

EX-10.1

EXHIBIT 10.1

 

1

 

2

 

 

3

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Mar. 05, 2018
Document And Entity Information [Abstract]
Entity Registrant Name	LINGERIE FIGHTING CHAMPIONSHIPS, INC.
Entity Central Index Key	0001407704
Trading Symbol	boty
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		576,193,639
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3

XML

BALANCE SHEETS - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current Assets
Cash and cash equivalents	$ 0	$ 57,630
Total Current Assets		57,630
Current Liabilities
Bank indebtedness	235
Accounts payable and accrued liabilities	90,531	35,214
Accounts payable - related party	94,680	23,500
Stock payable	30,000
Convertible notes, net of $25,048 and $215,721 debt discount as of September 30, 2017 and December 31, 2016, respectively	369,726	225,595
Derivative liability	1,005,161	1,005,378
Total Current Liabilities	1,590,333	1,289,687
STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, 51 and 51 shares issued and outstanding, respectively
Common stock, par value $0.001 per share, 5,000,000,000 shares authorized, 576,193,639 and 87,676,435 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	576,194	87,677
Additional paid-in capital	525,366	681,867
Accumulated deficit	(2,691,893)	(2,001,601)
Total stockholders' deficit	$ (1,590,333)	(1,232,057)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$ 57,630

XML

BALANCE SHEETS (Parentheticals) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Convertible notes, debt discount (in dollars)	$ 25,048	$ 215,721
Preferred stock par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	51	51
Preferred stock, shares outstanding	51	51
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	5,000,000,000	5,000,000,000
Common stock, shares issued	576,193,639	87,676,435
Common stock, shares outstanding	576,193,639	87,676,435

XML

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Revenue	$ 5,900	$ 14,963	$ 15,450	$ 19,137
Cost of Services	18,843	11,395	45,673	52,469
GROSS PROFIT (LOSS)	(12,943)	3,568	(30,223)	(33,332)
OPERATING EXPENSES
Selling, general and administrative expenses	57,208	85,088	212,758	169,265
Total Operating Expenses	57,208	85,088	212,758	169,265
OTHER EXPENSES
Interest Expense	(76,936)	(47,557)	(279,904)	(81,620)
Loss on derivative liabilities	(431,621)	(127,032)	(167,407)	(180,000)
Total other expenses	(508,557)	(174,589)	(447,311)	(261,620)
OPERATING LOSS	(578,708)	(256,109)	(690,292)	(464,217)
NET LOSS	$ (578,708)	$ (256,109)	$ (690,292)	$ (464,217)
Basic and Diluted Loss per Common Share (in dollars per share)	$ (0.00)	$ (0.01)	$ (0.00)	$ (0.02)
Basic and Diluted Weighted Average Common Shares Outstanding (in shares)	504,088,281	19,124,325	329,366,752	19,768,335

XML

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (690,292)	$ (464,217)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock - based compensation	30,000	30,000
Loss on derivative liability	167,407	180,000
Amortization of debt discount	235,673	64,674
Changes in operating assets and liabilities:
Accounts payable - related party	70,400
Accounts payable and accrued liabilities	63,402	(5,679)
Net cash used in operating activities	(123,410)	(195,222)
CASH FLOWS FROM FINANCING ACTIVITIES
Advancement from related party	780
Proceeds from convertible debt	65,000	173,750
Proceeds from promissory notes		50,000
Payment for cancellation of common shares		(75)
Net cash provided by financing activities	65,780	223,675
Net increase (decrease) in cash and cash equivalents	(57,630)	28,453
Cash and cash equivalents - beginning of period	57,630	21,683
Cash and cash equivalents - end of period	0	50,136
Supplemental Cash Flow Disclosures
Cash paid for interest	0	0
Cash paid for income taxes	0	0
NON CASH INVESTING AND FINANCING ACTIVITIES
Issuance of promissory note for equity purchase agreement		100,000
Debt discount from derivative liability	45,000	$ 173,750
Derivative reclass to APIC due to conversion	212,624
Common shares issued for conversion of debt and accrued interest	$ 119,392

XML

ORGANIZATION AND NATURE OF BUSINESS

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

(a) Organization

Lingerie Fighting Championships, Inc. (the "Company") is a Nevada corporation incorporated on November 29, 2006 under the name Sparking Events, Inc. The Company's corporate name was changed to Xodtec Group USA, Inc. in June 2009, Xodtec LED, Inc. in May 2010, Cala Energy Corp. in September 2013 and Lingerie Fighting Championships, Inc. on April 1, 2015.

XML

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2017

Basis Of Presentation And Accounting Policies [Abstract]

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

NOTE 2 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and notes required by GAAP for complete financial statements. These interim financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected any other interim period or for the year ending December 31, 2017. At September 30, 2017 and December 31, 2016, the Company had no subsidiaries.

Earnings (Loss) per Share

The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the loss of the Company. 

For the nine months and three months ended September 30, 2017 and 2016, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted loss per common shares:

	Three Months Ended						Nine months ended
	September 30,						September 30,
	2017			2016			2017			2016
NET LOSS	$	(578,709	)	$	(256,109	)	$	(690,293	)	$	(464,217	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.02	)
Basic and Diluted Weighted Average Common Shares Outstanding		504,088,281			19,124,325			329,366,752			19,768,335

For the three months and nine months ended September 30, 2017, 2,303,136,941 common shares from convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive.

Fair Value Measurement

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 –	quoted prices in active markets for identical assets or liabilities
Level 2 –	quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 –	inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The derivative liability in connection with the conversion feature of the convertible debt, classified as a level 3 liability, is the only financial liability measured at fair value on a recurring basis.

The change in the level 3 financial instrument is as follows:

Balance - December 31, 2016	$	1,005,378
Derivative reclassed to APIC due to debt conversion		(212,624	)
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		45,000
Addition of new derivatives liabilities recognized as day one loss		78,616
Loss on change in fair value of the derivative		88,791
Balance - September 30, 2017	$	1,005,161

The following table summarizes fair value measurement by level at September 30, 2017 and December 31, 2016, measured at fair value on a recurring basis:

September 30, 2017	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		1,005,161		1,005,161
December 31, 2016	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		1,005,378		1,005,378

XML

GOING CONCERN

9 Months Ended

Sep. 30, 2017

Going Concern [Abstract]

GOING CONCERN

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has generated nominal revenues since inception, has sustained losses since its organization and requires funding to generate revenue. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company can give no assurances that it can or will become financially viable and continue as a going concern.

XML

STOCKHOLDERS DEFICIT

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

STOCKHOLDERS DEFICIT

NOTE 4 – STOCKHOLDERS DEFICIT

Preferred Stock

The authorized preferred stock consists of 10,000,000 shares with a par value $0.001 per share. The board of directors has broad discretion in setting the rights, preferences and privileges of one or more series of preferred stock.

There were 51 and 51 preferred shares issued and outstanding as at September 30, 2017 and December 31, 2016.

Common Stock

The Company has authorized 5,000,000,000 shares with a par value $0.001 per share.

During the nine months ended September 30, 2017, the Company issued 488,517,204 common shares for conversion of debt and accrued interest in the amount of $119,392.

As of September 30, 2017 and December 31, 2016, the common shares issued and outstanding was 576,193,639 and 87,676,435, respectively.

Common shares issued for compensation

As of September 30, 2017, the Company recorded stock payable for 300,000 outstanding common shares of $30,000 not yet issued to the consultant for service performed.

XML

NOTES PAYABLE

9 Months Ended

Sep. 30, 2017

Notes Payable [Abstract]

NOTES PAYABLE

NOTE 5 – NOTES PAYABLE

The Company had the following unsecured notes payable as at September 30, 2017 and December 31, 2016:

	September 30, 2017		December 31, 2016
Convertible Promissory Note to Crown Bridge	$	2,404	$	13,289
Convertible Promissory Notes to Auctus Fund		122,002		68,226
Convertible Promissory Notes to EMA Financial		27,463		11,667
Convertible Promissory Notes to Black Bridge Capital		135,391		26,667
Convertible Promissory Notes to Tangiers		23,801		100,000
Convertible Promissory Notes to Denali		31,615		4,791
Convertible Promissory Notes to Tangiers		-		955
Convertible Promissory Notes to Powerup		27,050		-
Total Convertible Debt	$	369,726	$	225,595

Promissory Note Payable to Crown Bridge Partners

On April 1, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $40,000 with a $6,000 original issue discount. The convertible promissory note bears interest at 10% per annum and matures twelve months from issue date. The conversion price is 55% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $34,000 is being amortized over the life of the note using the effective interest method resulting in $10,000 of interest expense for the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, principal of $20,885 was converted for 92,296,000 common shares.

As at September 30, 2017, the note is presented net of a debt discount of $0.

The note is currently in default.

Promissory Notes Payable to Auctus Fund

Auctus #1

On May 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $67,750 with a $7,750 original issue discount. The convertible promissory note bears interest at 10% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $60,000 is being amortized over the life of the note using the effective interest method resulting in $14,542 of interest expense for the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, principal of $15,278 and accrued interest of $5,975 were converted for 111,460,000 common shares.

The note is currently in default.

Auctus #2

On September 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $56,750 with a $6,750 original issue discount. The convertible promissory note bears interest at 10% per annum and matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $50,000 is being amortized over the life of the note using the effective interest method resulting in $35,607 of interest expense for the nine months ended September 30, 2017.

On July 7 2017, note amendment was executed with $20,000 increase in principal of the note and the note principle increased to $76,750. The Company received $20,000 cash proceeds from the note amendment on the same date.

As of September 30, 2017, the notes are presented net of a debt discount of $0.

The note is currently in default.

Promissory Note Payable to EMA Financial

On September 7, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $35,000 with a $5,250 original issue discount. The convertible promissory note bears interest at 10% per annum and matures twelve months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $29,750 is being amortized over the life of the note using the effective interest method resulting in $21,774 of interest expense for the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, principal of $7,538 were converted for 123,242,000 common shares.

The note is currently in default.

Promissory Note Payable to EMA Financial, LLC

On November 3, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $60,000. The convertible promissory note bears interest at 8% per annum and matures on November 3, 2017. The conversion price is 50% of the lowest trading price 20 days prior to conversion. The note was discounted for a derivative and the discount of $60,000 is being amortized over the life of the note using the effective interest method resulting in $45,000 of interest expense for the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, principal of $10,810 were converted for 65,000,000 common shares.

As of September 30, 2017, the note is presented net of a debt discount of $5,465.

On September 27 2017, EMA Financial, LLC entered into an agreement with Blackbridge Capital Growth Funds, LLC to buy out the outstanding principal amount and accrued interest of the convertible promissory note at $53,367.22.

Promissory Note Payable to Blackbridge Capital Growth Fund, LLC

Commitment Note

On November 3, 2016, the Company entered into an investment agreement with Blackridge Capital Growth Fund, LLC. Per the investment agreement, the investor will invest up to $2,000,000 to purchase the Company’s common stock, par value of $.001 per share.

The Company issued a convertible promissory note for $100,000, as a commitment fee, which bears interest at 8% of the principle amount and matures on November 3, 2017. The commitment fee expense of $100,000 was recognized on November 3, 2016. The conversion price is equal to 57.5% of the lowest trading price during the 20 days prior to the conversion.

On November 3, 2016, a derivative debt discount of $100,000 was recorded. For the nine months ended September 30, 2017, an amount of $75,000 was amortized into interest expense in relation to the debt discount.

As of September 30, 2017, the note is presented net of a debt discount of $8,333.

Commitment Note Payable to Tangiers

On April 4, 2016, the Company entered into an investment agreement with an unrelated party. Per the investment agreement, the investor will invest up to $5,000,000 to purchase the Company’s common stock, par value of $.001 per share. In connection with the investment agreement, the Company entered into a registration rights agreement with the unrelated party which has been filed with the SEC. The maximum investment amount is equal to one hundred percent of the average of the daily trading volume of the common stock for the ten days prior to the put notice entered into by the unrelated party. The total purchase price to be paid in connection with the put notice, is calculated at eighteen percent discount of the lowest trading price of the common stock during the five consecutive trading days immediately succeeding the put notice date.

The Company issued a promissory note to the unrelated party for $100,000, as a commitment fee, which bears interest at 10% of the principle amount and matures seven months from April 4, 2016 with a possible extension to ten months based on whether the Company executes the related investment agreement within 180 days from April 4, 2016. If the registration statement is declared effective within 90 days of the execution of the investment agreement, the Company and the unrelated party agree the principal balance of the note will be immediately reduced by $40,000. The note payable will be available to be converted upon default. Per the agreement, default could occur based on: failure of payment on any outstanding amounts longer than five days after the due date, failure to issue shares after request, or failure to comply with all of the other material provisions included in the agreement. The conversion price is equal to the lower of: (a) 90% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note, or (b) 90% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to the effective date of April 4, 2016. At the election of the unrelated party, at each closing date (as defined in the investment agreement) after the date which is six months after April 4, 2016, the unrelated party shall retain (or the Company shall pay to the unrelated party) an amount equal to ten percent of each Put Amount (as defined in the agreement), and the amounts shall be applied by the unrelated party as follows: first against the amount of any unpaid interest or other fees, and second against any unpaid principal amounts, until all interest, fees, and principal have been paid.

On April 28, 2016, the Company filed a registration statement with the Securities and Exchange Commission to register 3,500,000 shares of common stock pursuant to the Investment Agreement and the Registration Rights Agreement. On May 24, 2016, the Company received a comment letter from the Securities and Exchange Commission regarding the registration statement. On March 3, 2017, the Company voluntarily withdrew the registration statement.

The Company expensed the $100,000 as commitment fee during the year ended December 31, 2016.

The note was discounted for a derivative and the discount of $65,238 is fully amortized into interest expense for the year ended December 31, 2016. As of September 30, 2017, the note is presented net of a debt discount of $0.

On January 10, 2017, the Company entered into an Assignment Agreement that Denali acquired $50,000 of the $100,000 note held by Tangiers. As at January 10, 2017, $50,000 of principal remained with Tangiers.

During the nine months ended September 30, 2017, principal of $26,199 was converted for 49,905,893 common shares.

The note is currently in default.

Notes Payable to Denali

Denali #1

On December 5, 2016, the Company entered into an Assignment Agreement that Denali acquired $16,000 of the $57,500 note held by Tangiers.

During the nine months ended September 30, 2017, principal of $4,791 and accrued interest of $38 was converted for 3,974,519 common shares.

The note has been fully converted and has no remaining balance as of September 30, 2017.

Denali #2

On January 10, 2017, the Company entered into an Assignment Agreement that Denali acquired $50,000 of the $100,000 note held by Tangiers.

During the nine months ended September 30, 2017, principal of $18,385 was converted for 9,884,409 common shares.

The note is currently in default.

Note Payable to Tangiers

On April 4, 2016, the Company entered into a separate promissory note of $57,500 with a $7,500 original issue discount to the unrelated party, which bears interest at 10% of the principal amount. The $57,500 promissory note matures six months from the issue date. The note may be prepaid by the company, in whole, or part, as follows: (a) under thirty days, 105% of principal amount, (b) thirty one to sixty days, 110% of principal amount, (c) sixty one to ninety days, 115% of principal amount, (d) ninety one to one hundred and twenty days, 120% of principal amount, (e) one hundred twenty one to one hundred fifty one days, 125% of principal amount, and (f) one hundred and fifty one to one hundred and eighty days, 135% of principal amount. The note payable will be available to be converted upon default. Per the agreement, default could occur based on: failure of payment on any outstanding amounts longer than five days after the due date, failure to issue shares after request, or failure to comply with all of the other material provisions included in the agreement. The conversion price shall be equal to the lower of 50% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $50,000 is being amortized over the life of the note using the effective interest method. Total of $57,500 of the discount was recorded as interest expense for the year ended December 31, 2016.

On December 5, 2016, Tangiers assigned $16,000 of the note payable to Denali.

During the nine months ended September 30, 2017, principal of $955 and interest of $1,838 was converted for 2,298,897 common shares.

The note has been fully converted and has no remaining balance as of September 30, 2017.

Note Payable to Power Up Lending Group

On January 13, 2017, the Company entered into a promissory note of $45,000 with a $2,500 original issue discount to the unrelated party, which bears interest at 8% of the principal amount. The promissory note matures on January 13, 2018. The conversion price shall be equal to the lower of 57.5% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $45,000 is being amortized over the life of the note using the effective interest method. Total of $33,750 of the discount was recorded as interest expense for the nine months ended September 30, 2017.

During the nine months ended September 30, 2017, principal of $6,700 was converted for 30,455,486 common shares.

The note is presented net of a debt discount of $11,250.

Accrued interest on convertible notes

During the nine months ended September 30, 2017 and 2016, interest expense of $44,231 and $7,731 was incurred on convertible notes, respectively. As of September 30, 2017 and December 31, 2016, accrued interest payable on convertible notes was $54,094 and $20,214, respectively.

Summary of Conversions

During the nine months ended September 30, 2017, $111,542 principal amount of the convertible note and $7,850 accrued interest was converted for 488,517,204 common shares.

XML

DERIVATIVE LIABILITY

9 Months Ended

Sep. 30, 2017

Derivative Liability [Abstract]

DERIVATIVE LIABILITY

NOTE 6 – DERIVATIVE LIABILITY

The Company analyzed the conversion options for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability when the conversion option becomes effective

The following table summarizes the derivative liabilities included in the balance sheet at September 30, 2017:

Balance - December 31, 2016	$	1,005,378
Derivative reclassed to APIC due to debt conversion		(212,624	)
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		45,000
Addition of new derivatives liabilities recognized as day one loss		78,616
Loss on change in fair value of the derivative		88,791
Balance - September 30, 2017	$	1,005,161

The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date:

	Nine months ended
	September 30,			September 30,
	2017			2016
Expected term	0.09 – 0.29 years			0.39 – 0.94 years
Expected average volatility	207% - 407		%	140% - 220		%
Expected dividend yield		-			-
Risk-free interest rate	0.97 % -1.20		%		0.52	%

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2017

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

During the nine month period ended September 30, 2017, the Company accrued $90,000 of salary payable to one related party, and paid $19,600 owing to two related parties for accrued salaries.

During the nine months ended September 30, 2017, a related party advanced $780 to the Company. The amount due to the related party is unsecured and non-interest bearing with no set terms of repayment.

As of September 30, 2017 and December 31, 2016, amount due to related parties was $94,680 and $23,500, respectively.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

Subsequent to September 30, 2017 and through the date that these financials were made available, the Company had the following subsequent events:

On November 2, 2017, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada to increase the number of authorized shares of common stock, par value $0.001 per share, from one billion two hundred million (1,200,000,000) shares to five billion (5,000,000,000) shares.

On September 25, 2017, the Company entered into a Securities Purchase Agreement (“EMA SPA”) with EMA Financial LLC, providing for the purchase of a Convertible Redeemable Note in the aggregate principal amount of $53,000. The note bears an interest rate of 12%, and is due and payable on September 25, 2018. The note may be converted by the Investor at any time into shares of Company’s common stock at a price at the lower of the closing sale price of the Company’s stock on the OTC Markets on the trading day immediately preceding the closing day of the note, and 50% of either the lowest sale price of the Company’s common stock on the OTC Markets during the twenty five consecutive trading days including and immediately preceding the conversion date, or the closing bid price, whichever is lower, provided however, if the Company’s share price at any time loses the bid, then the Investor, at their sole discretion, can convert at a fixed conversion price of $0.00001. The Company received the cash proceed of $44,300, net of note discount and financing cost on October 31, 2017. On February 20, 2018, a note amendment was executed with $5,636.04 increase in the principal amount of the note for partial repayment made on behalf of the Company to settle a convertible note originally issued to Crown Bridge Partners, LLC on April 1, 2016 and the note principal subsequently increased to $58,636.04.

On October 18, 2017, the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC, providing for the purchase of a Convertible Redeemable Note in the aggregate principal amount of $53,000. The note bears an interest rate of 12%, and is due and payable on July 18, 2018. The note may be converted by the Second Investor at any time into shares of Company’s common stock at a price at the lower of the closing sale price of the Company’s stock on the OTC Markets on the trading day immediately preceding the closing day of note, and 50% of either the lowest sale price of the Company’s common stock on the OTC Markets during the twenty five consecutive trading days including and immediately preceding the conversion date, or the closing bid price, whichever is lower, provided however, if the Company’s share price at any time loses the bid, then the Second Investor, at their sole discretion, can convert at a fixed conversion price of $0.00001. The Company received the cash proceed of $45,250, net of note discount and financing cost on November 2, 2017. On February 23, 2018, a note amendment was executed with $5,636.04 increase in the principal amount of the note for partial repayment made on behalf of the Company to settle a convertible note originally issued to Crown Bridge Partners, LLC on April 1, 2016 and the note principal subsequently increased to $58,636.04.

On February 23, 2018, EMA Financial LLC and Auctus Fund, LLC each made repayment to Crown Bridge Partners, LLC on behalf of the Company at $5,636.04, totaling $11,272.08 to settle the total outstanding principal and accrued penalty amount at $11,272.08 of the $40,000 convertible note originally issued to Crown Bridge Partners, LLC on April 1, 2016.

On October 2, 2017, Auctus Fund, LLC entered into an agreement with Power Up Lending Group Ltd. to buy out the total outstanding principal amount and accrued interest of the convertible promissory notes at $50,774.54.

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2017

Basis Of Presentation And Accounting Policies [Abstract]

Earnings (Loss) per Share

Earnings (Loss) per Share

The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the loss of the Company. 

For the nine months and three months ended September 30, 2017 and 2016, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted loss per common shares:

	Three Months Ended						Nine months ended
	September 30,						September 30,
	2017			2016			2017			2016
NET LOSS	$	(578,709	)	$	(256,109	)	$	(690,293	)	$	(464,217	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.02	)
Basic and Diluted Weighted Average Common Shares Outstanding		504,088,281			19,124,325			329,366,752			19,768,335

For the three months and nine months ended September 30, 2017, 2,303,136,941 common shares from convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive.

Fair Value Measurement

Fair Value Measurement

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 –	quoted prices in active markets for identical assets or liabilities
Level 2 –	quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 –	inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The derivative liability in connection with the conversion feature of the convertible debt, classified as a level 3 liability, is the only financial liability measured at fair value on a recurring basis.

The change in the level 3 financial instrument is as follows:

Balance - December 31, 2016	$	1,005,378
Derivative reclassed to APIC due to debt conversion		(212,624	)
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		45,000
Addition of new derivatives liabilities recognized as day one loss		78,616
Loss on change in fair value of the derivative		88,791
Balance - September 30, 2017	$	1,005,161

The following table summarizes fair value measurement by level at September 30, 2017 and December 31, 2016, measured at fair value on a recurring basis:

September 30, 2017	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		1,005,161		1,005,161
December 31, 2016	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		1,005,378		1,005,378

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2017

Basis Of Presentation And Accounting Policies [Abstract]

Schedule of basic and diluted loss per common shares

	Three Months Ended						Nine months ended
	September 30,						September 30,
	2017			2016			2017			2016
NET LOSS	$	(578,709	)	$	(256,109	)	$	(690,293	)	$	(464,217	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.02	)
Basic and Diluted Weighted Average Common Shares Outstanding		504,088,281			19,124,325			329,366,752			19,768,335

Schedule of change in the level 3 financial instrument

Balance - December 31, 2016	$	1,005,378
Derivative reclassed to APIC due to debt conversion		(212,624	)
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		45,000
Addition of new derivatives liabilities recognized as day one loss		78,616
Loss on change in fair value of the derivative		88,791
Balance - September 30, 2017	$	1,005,161

Schedule of fair value on a recurring basis

September 30, 2017	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		1,005,161		1,005,161
December 31, 2016	Level 1		Level 2		Level 3		Total
Assets
None		-		-		-		-
Liabilities
Derivative liabilities		-		-		1,005,378		1,005,378

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NOTES PAYABLE (Tables)

9 Months Ended

Sep. 30, 2017

Notes Payable [Abstract]

Schedule of notes payable

	September 30, 2017		December 31, 2016
Convertible Promissory Note to Crown Bridge	$	2,404	$	13,289
Convertible Promissory Notes to Auctus Fund		122,002		68,226
Convertible Promissory Notes to EMA Financial		27,463		11,667
Convertible Promissory Notes to Black Bridge Capital		135,391		26,667
Convertible Promissory Notes to Tangiers		23,801		100,000
Convertible Promissory Notes to Denali		31,615		4,791
Convertible Promissory Notes to Tangiers		-		955
Convertible Promissory Notes to Powerup		27,050		-
Total Convertible Debt	$	369,726	$	225,595

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DERIVATIVE LIABILITY (Tables)

9 Months Ended

Sep. 30, 2017

Derivative Liability [Abstract]

Schedule of derivative liabilities

Balance - December 31, 2016	$	1,005,378
Derivative reclassed to APIC due to debt conversion		(212,624	)
Addition of new derivative liabilities upon issuance of convertible notes as debt discount		45,000
Addition of new derivatives liabilities recognized as day one loss		78,616
Loss on change in fair value of the derivative		88,791
Balance - September 30, 2017	$	1,005,161

Schedule of Black-Scholes option-pricing model inputs used to value the derivative liability at each measurement

	Nine months ended
	September 30,			September 30,
	2017			2016
Expected term	0.09 – 0.29 years			0.39 – 0.94 years
Expected average volatility	207% - 407		%	140% - 220		%
Expected dividend yield		-			-
Risk-free interest rate	0.97 % -1.20		%		0.52	%

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Basis Of Presentation And Accounting Policies [Abstract]
Net Loss	$ (578,708)	$ (256,109)	$ (690,292)	$ (464,217)
Basic and Diluted Loss per Common Share (in dollars per share)	$ (0.00)	$ (0.01)	$ (0.00)	$ (0.02)
Basic and Diluted Weighted Average Common Shares Outstanding (in shares)	504,088,281	19,124,325	329,366,752	19,768,335

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details 1)	9 Months Ended
	Sep. 30, 2017 USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance - December 31, 2016	$ 1,005,378
Derivative reclassed to APIC due to debt conversion	(212,624)
Addition of new derivative liabilities upon issuance of convertible notes as debt discount	45,000
Addition of new derivatives liabilities recognized as day one loss	78,616
Loss on change in fair value of the derivative	88,791
Balance - September 30, 2017	$ 1,005,161

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details 2) - Recurring - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Assets
Derivative asset	$ 0	$ 0
Liabilities
Derivative liabilities	1,005,161	1,005,378
Level 1
Assets
Derivative asset	0	0
Level 2
Assets
Derivative asset	0	0
Level 3
Assets
Derivative asset	0	0
Liabilities
Derivative liabilities	$ 1,005,161	$ 1,005,378

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Detail Textual) - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017
Basis Of Presentation And Accounting Policies [Abstract]
Common shares from convertible notes were excluded from the computation of diluted net loss per share	2,303,136,941	2,303,136,941

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STOCKHOLDERS DEFICIT (Detail Textuals) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Stockholders Equity [Line Items]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued	51	51
Preferred stock, shares outstanding	51	51
Common stock, shares authorized	5,000,000,000	5,000,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares issued	576,193,639	87,676,435
Common stock, shares outstanding	576,193,639	87,676,435
Numbers of share under stock payable	300,000
Value of share under stock payable	$ 30,000
Common Stock
Stockholders Equity [Line Items]
Common shares issued for conversion of debt (in shares)	488,517,204
Conversion of debt and accrued interest amount	$ 119,392

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NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2017	Jan. 13, 2017	Jan. 10, 2017	Dec. 31, 2016	Dec. 05, 2016	Sep. 07, 2016	May 20, 2016	Apr. 04, 2016	Apr. 01, 2016
Short-term Debt [Line Items]
Total Convertible Debt	$ 369,726			$ 225,595
Convertible promissory note
Short-term Debt [Line Items]
Total Convertible Debt	369,726			225,595
Crown Bridge | Convertible promissory note
Short-term Debt [Line Items]
Total Convertible Debt	2,404			13,289					$ 40,000
Auctus Fund | Convertible promissory note
Short-term Debt [Line Items]
Total Convertible Debt	122,002			68,226			$ 67,750
EMA Financial | Convertible promissory note
Short-term Debt [Line Items]
Total Convertible Debt	27,463			11,667		$ 35,000
Black Bridge Capital | Convertible promissory note
Short-term Debt [Line Items]
Total Convertible Debt				26,667
Tangiers | Convertible promissory note
Short-term Debt [Line Items]
Total Convertible Debt	23,801		$ 100,000	100,000
Denali | Convertible promissory note
Short-term Debt [Line Items]
Total Convertible Debt	31,615				$ 57,500
Tangiers | Convertible promissory note
Short-term Debt [Line Items]
Total Convertible Debt	$ 0							$ 57,500
Powerup | Convertible promissory note
Short-term Debt [Line Items]
Total Convertible Debt		$ 45,000		$ 0

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NOTES PAYABLE (Detail Textuals)					1 Months Ended			3 Months Ended		9 Months Ended
	Jul. 07, 2017 USD ($)	Nov. 03, 2016 USD ($) Day $ / shares	Sep. 07, 2016 USD ($) Day	Apr. 01, 2016 USD ($) Day	Sep. 27, 2017 USD ($)	Sep. 20, 2016 USD ($) Day	May 20, 2016 USD ($) Day	Sep. 30, 2017 USD ($) $ / shares	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($) $ / shares shares	Sep. 30, 2016 USD ($)	Dec. 31, 2016 USD ($) $ / shares
Short-term Debt [Line Items]
Convertible debt								$ 369,726		$ 369,726		$ 225,595
Amortization of debt discount										235,673	$ 64,674
Interest expense								76,936	$ 47,557	279,904	81,620
Proceeds from note amendment											50,000
Common shares purchased								$ 576,194		$ 576,194		$ 87,677
Common stock, par value (in dollars per share) | $ / shares								$ 0.001		$ 0.001		$ 0.001
Convertible promissory note
Short-term Debt [Line Items]
Accrued interest								$ 54,094		$ 54,094		$ 20,214
Convertible debt								369,726		369,726		225,595
Interest expense										44,231	$ 7,731
Principal amount of convertible note										111,542
Acrrued interest of convertible debt										$ 7,850
Number of common shares issued in relation to principal debt and interest | shares										488,517,204
Convertible promissory note | Crown Bridge
Short-term Debt [Line Items]
Convertible debt				$ 40,000				2,404		$ 2,404		13,289
Convertible promissory notes, original issue discount				$ 6,000				0		0
Convertible redeemable note interest rate				10.00%
Convertible promissory notes, maturity period				12 months
Convertible promissory notes percentage of stock price trigger				55.00%
Convertible promissory notes, trading days | Day				25
Amortization of debt discount				$ 34,000
Interest expense										10,000
Principal amount of convertible note										$ 20,885
Number of common shares issued in relation to principal debt and interest | shares										92,296,000
Convertible promissory note | Auctus #1
Short-term Debt [Line Items]
Convertible debt							$ 67,750	122,002		$ 122,002		68,226
Convertible promissory notes, original issue discount							$ 7,750
Convertible redeemable note interest rate							10.00%
Convertible promissory notes, maturity period							9 months
Convertible promissory notes percentage of stock price trigger							50.00%
Convertible promissory notes, trading days | Day							25
Amortization of debt discount							$ 60,000
Interest expense										14,542
Principal amount of convertible note										15,278
Acrrued interest of convertible debt										$ 5,975
Number of common shares issued in relation to principal debt and interest | shares										111,460,000
Convertible promissory note | Auctus #2
Short-term Debt [Line Items]
Convertible debt	$ 76,750					$ 56,750
Convertible promissory notes, original issue discount						$ 6,750		0		$ 0
Convertible redeemable note interest rate						10.00%
Convertible promissory notes, maturity period						9 months
Convertible promissory notes percentage of stock price trigger						50.00%
Convertible promissory notes, trading days | Day						25
Amortization of debt discount						$ 50,000
Interest expense										35,607
Debt principal amount								20,000		20,000
Increase in principal of note	20,000
Proceeds from note amendment	$ 20,000
Convertible promissory note | Ema Financial
Short-term Debt [Line Items]
Convertible debt			$ 35,000					27,463		27,463		11,667
Convertible promissory notes, original issue discount			$ 5,250
Convertible redeemable note interest rate			10.00%
Convertible promissory notes, maturity period			12 months
Convertible promissory notes percentage of stock price trigger			50.00%
Convertible promissory notes, trading days | Day			25
Amortization of debt discount			$ 29,750
Interest expense										21,774
Principal amount of convertible note										$ 7,538
Number of common shares issued in relation to principal debt and interest | shares										123,242,000
Convertible promissory note | EMA Financial, LLC
Short-term Debt [Line Items]
Convertible debt		$ 60,000
Convertible promissory notes, original issue discount								5,465		$ 5,465
Convertible redeemable note interest rate		8.00%
Convertible promissory notes percentage of stock price trigger		50.00%
Convertible promissory notes, trading days | Day		20
Amortization of debt discount		$ 60,000
Interest expense										45,000
Principal amount of convertible note										$ 10,810
Number of common shares issued in relation to principal debt and interest | shares										65,000,000
Convertible promissory note maturity date		Nov. 03, 2017
Agreement with Blackbridge Capital Growth Funds, LLC to buy out the outstanding principal amount and accrued interest					$ 53,367.22
Convertible promissory note | Black Bridge Capital
Short-term Debt [Line Items]
Convertible debt												$ 26,667
Convertible promissory note | Black Bridge Capital | Investment agreement
Short-term Debt [Line Items]
Convertible debt		$ 100,000
Convertible promissory notes, original issue discount		$ 100,000						$ 8,333		$ 8,333
Convertible redeemable note interest rate		8.00%
Convertible promissory notes percentage of stock price trigger		57.50%
Convertible promissory notes, trading days | Day		20
Interest expense										$ 75,000
Common shares purchased		$ 2,000,000
Common stock, par value (in dollars per share) | $ / shares		$ 0.001
Commitment fee expense		$ 100,000
Convertible promissory note maturity date		Nov. 03, 2017

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NOTES PAYABLE (Detail Textuals 1)			1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 13, 2017 USD ($) Day	Apr. 04, 2016 USD ($) Day $ / shares	Apr. 28, 2016 shares	Sep. 30, 2017 USD ($) $ / shares	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($) $ / shares shares	Sep. 30, 2016 USD ($)	Dec. 31, 2016 USD ($) $ / shares	Jan. 10, 2017 USD ($)	Dec. 05, 2016 USD ($)
Short-term Debt [Line Items]
Convertible debt				$ 369,726		$ 369,726		$ 225,595
Amortization of debt discount						235,673	$ 64,674
Interest expense				76,936	$ 47,557	279,904	81,620
Common shares purchased				$ 576,194		$ 576,194		$ 87,677
Common stock, par value (in dollars per share) | $ / shares				$ 0.001		$ 0.001		$ 0.001
Convertible promissory note
Short-term Debt [Line Items]
Convertible debt				$ 369,726		$ 369,726		$ 225,595
Principal amount of convertible note						111,542
Interest expense						$ 44,231	$ 7,731
Common shares issued for conversion of debt (in shares) | shares						488,517,204
Convertible promissory note | Tangiers
Short-term Debt [Line Items]
Convertible debt				23,801		$ 23,801		100,000	$ 100,000
Convertible promissory notes, original issue discount				0		0
Convertible redeemable note interest rate		10.00%
Convertible promissory notes, maturity period		7 months
Extended maturity of note		10 months
Convertible promissory notes percentage of stock price trigger		90.00%
Convertible promissory notes, trading days | Day		25
Amortization of debt discount								65,238
Principal amount of convertible note						$ 26,199
Debt principal amount		$ 40,000							50,000
Common shares issued for conversion of debt (in shares) | shares						49,905,893
Common shares purchased		$ 5,000,000
Common stock, par value (in dollars per share) | $ / shares		$ 0.001
Commitment fee expense		$ 100,000						100,000
Number of common stock for which filed for registration with securities and exchange commission | shares			3,500,000
Convertible promissory note | Denali 1
Short-term Debt [Line Items]
Notes payable										$ 16,000
Convertible debt				31,615		$ 31,615				$ 57,500
Principal amount of convertible note						4,791
Interest expense						$ 38
Common shares issued for conversion of debt (in shares) | shares						3,974,500
Convertible promissory note | Denali 2
Short-term Debt [Line Items]
Notes payable									100,000
Convertible debt									$ 50,000
Debt principal amount				18,385		$ 18,385
Common shares issued for conversion of debt (in shares) | shares						9,884,409
Convertible promissory note | Tangiers
Short-term Debt [Line Items]
Convertible debt		57,500		0		$ 0
Convertible promissory notes, original issue discount		$ 7,500
Convertible redeemable note interest rate		10.00%
Convertible promissory notes, maturity period		6 months
Convertible promissory notes percentage of stock price trigger		50.00%
Convertible promissory notes, trading days | Day		20
Amortization of debt discount		$ 50,000
Principal amount of convertible note						955
Interest expense						$ 1,838		57,500
Common shares issued for conversion of debt (in shares) | shares						2,298,897
Principal repayment of note under thirty days		105.00%
Principal repayment of note thirty one to sixty days		110.00%
Principal repayment of note sixty one to ninety days		115.00%
Principal repayment of note ninety one to one hundred and twenty days		120.00%
Principal repayment of note one hundred twenty one to one hundred fifty one days		125.00%
Principal repayment of note one hundred and fifty one to one hundred and eighty days		135.00%
Convertible promissory note | Powerup
Short-term Debt [Line Items]
Convertible debt	$ 45,000							$ 0
Convertible promissory notes, original issue discount	$ 2,500			11,250		$ 11,250
Convertible redeemable note interest rate	8.00%
Convertible promissory notes, maturity period	12 months
Convertible promissory notes percentage of stock price trigger	57.50%
Convertible promissory notes, trading days | Day	20
Amortization of debt discount	$ 45,000
Interest expense						33,750
Debt principal amount				$ 6,700		$ 6,700
Common shares issued for conversion of debt (in shares) | shares						30,455,486
Convertible promissory note maturity date	Jan. 13, 2018

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DERIVATIVE LIABILITY (Details)	9 Months Ended
	Sep. 30, 2017 USD ($)
Derivative Liabilities [Roll Forward]
Balance - December 31, 2016	$ 1,005,378
Derivative reclassed to APIC due to debt conversion	(212,624)
Addition of new derivative liabilities upon issuance of convertible notes as debt discount	45,000
Addition of new derivatives liabilities recognized as day one loss	78,616
Loss on change in fair value of the derivative	88,791
Balance - September 30, 2017	$ 1,005,161

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DERIVATIVE LIABILITY (Details 1)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Derivative [Line Items]
Expected dividend yield	0.00%	0.00%
Risk-free interest rate		0.52%
Minimum
Derivative [Line Items]
Expected term	1 month 2 days	4 months 21 days
Expected average volatility	207.00%	140.00%
Risk-free interest rate	0.97%	0.00%
Maximum
Derivative [Line Items]
Expected term	3 months 15 days	11 months 9 days
Expected average volatility	407.00%	220.00%
Risk-free interest rate	1.20%

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RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Related Party Transactions [Abstract]
Accrued salaries, current	$ 90,000
Repayment of notes - related party	19,600
Advancement from related party	780
Amount due to related parties	$ 94,680	$ 23,500

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SUBSEQUENT EVENTS (Detail Textuals) - USD ($)				1 Months Ended					9 Months Ended
	Nov. 02, 2017	Oct. 02, 2017	Apr. 01, 2016	Feb. 23, 2018	Feb. 20, 2018	Oct. 31, 2017	Oct. 18, 2017	Sep. 25, 2017	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)									$ 0.001		$ 0.001
Common stock, shares authorized									5,000,000,000		5,000,000,000
Cash proceed of, net of note discount and financing cost									$ 65,000	$ 173,750
Convertible Redeemable Note | EMA Financial LLC | Securities Purchase Agreement
Subsequent Event [Line Items]
Convertible redeemable note aggregate principal amount								$ 53,000
Convertible redeemable note interest rate								12.00%
Convertible redeemable note maturity date								Sep. 25, 2018
Percentage of stock trigger price								50.00%
Convertible redeemable note fixed conversion price								$ 0.00001
Convertible Redeemable Note | Crown Bridge Partners, LLC
Subsequent Event [Line Items]
Convertible redeemable note interest rate			10.00%
Percentage of stock trigger price			55.00%
Subsequent Event
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)	$ 0.001
Common stock, shares authorized	1,200,000,000
Subsequent Event | Convertible Redeemable Note | EMA Financial LLC
Subsequent Event [Line Items]
Repayment to Crown Bridge Partners, LLC				$ 5,636.04
Subsequent Event | Convertible Redeemable Note | EMA Financial LLC | Securities Purchase Agreement
Subsequent Event [Line Items]
Cash proceed of, net of note discount and financing cost						$ 44,300
Increase in the principal amount of the note					$ 5,636.04
Note principal subsequently increased					$ 58,636.04
Subsequent Event | Convertible Redeemable Note | Auctus Fund, LLC
Subsequent Event [Line Items]
Repayment to Crown Bridge Partners, LLC				5,636.04
Agreement with Power Up Lending Group Ltd. to buy out the total outstanding principal amount and accrued interest		$ 50,774.54
Subsequent Event | Convertible Redeemable Note | Auctus Fund, LLC | Securities Purchase Agreement
Subsequent Event [Line Items]
Convertible redeemable note aggregate principal amount							$ 53,000
Convertible redeemable note interest rate							12.00%
Convertible redeemable note maturity date							Jul. 18, 2018
Percentage of stock trigger price							50.00%
Convertible redeemable note fixed conversion price							$ 0.00001
Cash proceed of, net of note discount and financing cost	$ 45,250
Subsequent Event | Convertible Redeemable Note | Crown Bridge Partners, LLC
Subsequent Event [Line Items]
Outstanding principal and accrued penalty amount				11,272.08
Settle convertible note originally issued				$ 40,000