Advanced Container (ACTX) 10-K 14 Apr 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Apr. 14, 2016
Document And Entity Information
Entity Registrant Name	Acology Inc.
Entity Central Index Key	1,096,950
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float	$ 2,604,000
Entity Common Stock, Shares Outstanding		5,164,134,794
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,015

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2015	Dec. 31, 2014
CURRENT ASSETS:
Cash	$ 37,533	$ 261,233
Accounts Receivable	30,734	22,011
Inventories	79,941	$ 51,487
Note Receivable	155,835
Advance to supplier	10,683	$ 66,128
TOTAL CURRENT ASSETS	314,726	400,859
Property and equipment, net of accumulated depreciation of $31,773 and $6,576	54,982	32,380
Security deposits	7,489	7,489
TOTAL ASSETS	377,197	440,728
CURRENT LIABILITIES:
Accounts payable	45,760	18,543
Convertible notes payable, net of debt discount of $226,186 and $0	326,314	234,500
Notes payable	$ 607,000	457,000
Note payable - related party		360,000
Loan payable - stockholder	$ 93,494	68,347
Accrued expenses	102,908	$ 32,123
Derivative Liablility	623,994
TOTAL CURRENT LIABILITIES	1,799,470	$ 1,170,513
STOCKHOLDERS' DEFICIENCY
Common Stock, $00001 par value, 6,000,000,000 shares authorized 4,974,621,214 and 4,5446,049785 shares issued and outstanding December 31, 2015 and 2014, respectively	49,745	$ 45,460
Additional Paid in Capital	102,857
Accumulated Deficit	(1,574,875)	$ (775,245)
TOTAL STOCKHOLDERS' DEFICIENCY	(1,422,273)	(729,785)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$ 377,197	$ 440,728

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Office Equipment Net Depreciation	$ 31,773	$ 6,576
Convertible notes payable, net of discount	$ 226,186	$ 0
Common Stock Par Value	$ .00001	$ 0.00001
Common Stock Shares Authorized	6,000,000,000	6,000,000,000
Common Stock Shares Issued	4,974,621,214	4,546,049,785
Common Stock Shares Outstanding	4,974,621,214	4,546,049,785

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Sales	$ 1,441,441	$ 460,756
Cost of Sales	228,205	145,040
Gross Profit	1,213,236	315,716
Operating expenses:
General and administrative	1,285,317	625,795
Advertising and marketing	208,262	63,266
Total operating expenses	1,493,579	689,061
Loss from operations	(280,343)	(373,345)
Other expenses:
Interest expense	675,528	19,257
Bad debt expense	15,375	$ 15,002
Gain on extinguishment of debt	(16,365)
Gain on change in fair value of derivative	(155,251)
Total other expenses	519,287	$ 34,259
Loss before income taxes	$ (799,630)	$ (407,604)
Income tax provision
Net Loss	$ (799,630)	$ (407,604)
Loss per common share	$ 0	$ 0
Weighted average common shares outstanding	4,693,224,039	4,426,781,123

Shareholders Equity

Shareholders Equity - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2013	3,846,000,000
Beginning Balance, Value at Dec. 31, 2013	$ 38,460	$ 103,526	$ (104,167)	$ 37,819
Effect of Reverse Merger, Shares	49,785
Effect of Reverse Merger, Value		(136,526)	$ (263,474)	(400,000)
Issuance of common stock in private placement, Shares	700,000,000
Issuance of common stock in private placement, Value	$ 7,000	$ 33,000		40,000
Net Loss			$ (407,604)	(407,604)
Ending Balance, Shares at Dec. 31, 2014	4,546,049,785
Ending Balance, Value at Dec. 31, 2014	$ 45,460		$ (775,245)	(729,785)
Issuance of common stock in private placement, Shares	428,571,429
Issuance of common stock in private placement, Value	$ 4,285	$ 102,857		107,142
Net Loss			$ (799,630)	(799,630)
Ending Balance, Shares at Dec. 31, 2015	4,974,621,214
Ending Balance, Value at Dec. 31, 2015	$ 49,745	$ 102,857	$ (1,574,875)	$ (1,422,273)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
OPERATING ACTIVITIES:
Net loss	$ (799,630)	$ (407,604)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	25,196	$ 5,631
Gain on extinguishment of debt	(16,365)
Gain on change in fair value of derivative	(155,251)
Non cash interest expense	628,729
Changes in operating assets and liabilities
Accounts receivable	(8,723)	$ (22,011)
Inventories	(28,454)	(13,827)
Accounts payable	27,218	18,543
Advance to supplier	55,445	(63,976)
Accrued expenses	70,785	25,123
NET CASH USED IN OPERATING ACTIVITIES	(201,050)	$ (458,121)
INVESTING ACTIVITIES:
Loan to non related party	(150,000)
Acquisition of property and equipment	$ (47,797)	$ (34,763)
Payment of security deposits		(7,489)
NET CASH USED IN INVESTING ACTIVITIES	$ (197,797)	(42,252)
FINANCING ACTIVITIES:
Proceeds from issuance of private placement		40,000
Repayment of related party loan		(40,000)
Proceeds from notes payable	$ 150,000	691,500
Proceeds from related party loan	25,147	68,347
NET CASH PROVIDED BY FINANCING ACTIVITIES	175,147	759,847
INCREASE IN CASH	(223,700)	259,474
CASH - BEGINNING OF PERIOD	261,233	1,759
CASH - END OF PERIOD	$ 37,533	261,233
Non-cash financing activities
Note issued to prior shareholder in connection with reverse merger		$ 400,000
Derivative liability recognized as debt discount	$ 368,000
Conversion of convertible debt with derivative into common stock	173,189
Common stock issued in connection with conversion	$ 107,142

1. Business

1. Business	12 Months Ended
	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
1. Business	NOTE 1 – Business Acology, Inc. (the “Company”), through its wholly owned subsidiary, D&C Distributors, LLC (“D&C”) is in the business of designing, manufacturing, branding and selling proprietary plastic medical grade containers that can store pharmaceuticals, herbs, teas and other solids or liquids, some of which can grind solids and shred herbs, and through D&C’s wholly owned subsidiary, D&C Printing LLC (“Printing”), is in the business of private labeling and branding for purchasers of containers and other products. D&C and Printing were formed under the laws of the State of California on January 29, 2013, and April 14, 2015, respectively. On March 4, 2014, the Company completed an agreement and plan of merger in connection with which the holders of the membership units in D&C received 3,846,000,000 shares of the Company in exchange for these units. The merger was accounted for as a reverse merger in which D&C was the accounting acquirer.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
2. Summary of Significant Accounting Policies	NOTE 2 - Summary of Significant Accounting Policies Principals of Consolidation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. Cash The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Revenue Recognition The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. Inventories Inventories, which consist of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of the product. If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s statements of operations. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, 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 measure at fair value on a recurring basis. The change in the Level 3 financial instrument is as follows: Balance, January 1, 2014 $ — • Issued during the Year ended December 31, 2015 902,434 • Converted during the Year (123,189 ) • Change in fair value recognized in operations (155,251 ) Balance, December 31, 2015 $ 623,994 Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. For furniture and fixtures the useful life is five years, Leasehold Improvements are depreciated over the two year lease term. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives and Hedging Activities Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. During the year ending December 31, 2015, the Company recognized a gain on extinguishment of $16,365 from the conversion of convertible debt with a bifurcated conversion option. Advertising Advertising and marketing expenses are charged to operations as incurred. Income Taxes The Company use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions. Recent accounting pronouncements The Company does not believe there are any recently issued, but not yet effective; accounting standards that would have a significant impact on the Company’s financial position or results of operations.

3. Going Concern

3. Going Concern	12 Months Ended
	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
3. Going Concern	NOTE 3 – Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At December 31, 2015, the Company had a stockholders’ deficit of $1,422,273 and a working capital deficit of $1,484,743. In addition, the Company has generated operating losses since inception and has notes payable that are currently in default. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the successful execution of its operating plan which includes increasing sales of existing loans and raising either debt or equity financing. There is no assurance that we will be able to increase sales or to obtain extend financing on terms acceptable to us or at all.

4. Note Receivable

4. Note Receivable	12 Months Ended
	Dec. 31, 2015
NoteReceivableAbstract
Note Receivable	NOTE 4 –Note Receivable

5. Property and Equipment

5. Property and Equipment	12 Months Ended
	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
5. Property and Equipment	NOTE 5 –Property and Equipment Property and equipment consist of: December 31, 2015 2014 Furniture and Fixtures $ 4,793 $ 4,193 Machinery and Equipment 54,489 7,291 Leasehold Improvements 27,472 27,472 86,754 38,956 Accumulated Depreciation (31,772 ) (6,576 ) $ 54,982 $ 32,380

6. Convertible Notes payable

6. Convertible Notes payable	12 Months Ended
	Dec. 31, 2015
Debt Disclosure [Abstract]
6. Convertible Notes payable	NOTE 6 –Convertible Notes Payable The following is a description of convertible notes payable at December 31, 2015: • On August 20, 2015, an unrelated third party acquired the $400,000 promissory note referred to in Note 8, which had been reduced to $360,000 as the result of a prepayment. The note bears interest at 0.28% per annum. It originally matured on March 4, 2015, but its maturity has been extended to September 14, 2016, as described below. The note is subject to acceleration in the event of certain events of default, contains certain restrictive covenants, and is secured by a pledge of all the membership units in D&C. The note provided that if an event of default were to occur, the unpaid principal amount and interest accrued thereon would be convertible into shares of the Company’s common stock at a conversion price per share equal to 50% of the average daily closing price for 3 consecutive trading days ending on the trading day immediately prior to the conversion date. The note was in default when it was not paid on March 4, 2015. On August 20, 2015, the holder of the note assigned it to an unrelated third party and on September 14, 2015, the maturity of the note was extended to September 14, 2016, the holder waived all events of default and any right to receive interest at the default rate, and the Company agreed that the holder could convert the principal and interest of the note into common stock, notwithstanding the cure of defaults. On August 28, 2015, the holder converted $50,000 of principal of the note into 428,571,429 shares of common stock. The principal balance of the note at December 31, 2015 was $310,000. • A convertible promissory note, dated December 15, 2015, made in favor of the unrelated party referred to above in the principal amount of $8,000. This note is convertible into shares of the Company’s common stock at a conversion price equal to the average of the daily closing price for a share of Common Stock for the 3 consecutive trading days ending on the trading day immediately prior to the day on which a notice of conversion is delivered. The note matures on December 27, 2016, and bears interest at the highest lawful rate, but not more than 20% per annum. The Company has determined that the conversion feature embedded in the notes referred to above that contain a potential variable conversion amount which constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability at fair value, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception. The above notes are presented net of a discount of $226,186 at December 31, 2015, on the accompanying balance sheet. The Company used the Black Scholes Merton valuation model to value the conversion features using an expected life of 1 year, average volatility rate of approximately 453% and 396% and a discount rate of 0.35% • A series of promissory note conversion agreements that the Company entered into during 2014 with ten unaffiliated individuals in the aggregate amount of $224,500. These notes are convertible into shares of the Company’s common stock at a conversion price of $.05 per share. The loans are non-interest bearing and have no stated maturity date. • A promissory note conversion agreement that the Company entered into with an unaffiliated individual in the amount of $10,000. This note is convertible into shares of the Company’s common stock at a conversion price of $.05 per share. The note bears interest at 15% per annum and matured April 3, 2015. The Company is currently negotiating an extension of the maturity date.

7. Notes payable

7. Notes payable	12 Months Ended
	Dec. 31, 2015
Payables and Accruals [Abstract]
7. Notes payable	NOTE 7 – Notes Payable During 2014, the Company entered into a series of promissory notes with four unaffiliated individuals in the aggregate amount of $457,000. These notes bear interest at rates ranging from 10% to 15% (with a weighted-average rate of 11.7%) and matured as follows: April 10, 2015 $ 300,000 May 19, 2015 150,000 September 30, 2015 7,000 These notes are currently past due and the Company is negotiating an extension of their respective maturity dates. On August 15, 2015 the Company issued a promissory note in the amount of $150,000 to an unrelated third party. The note bears interest at .48% per annum provided that the note is paid on or before maturity date, or 2 percentage points over the wall street journal Prime rate, if not repaid on or before the maturity date. This note matures on August 11, 2016. Upon an event of default, as defined in the note, interest shall be compounded daily.

8. Note payable - Related Party

8. Note payable - Related Party	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
8. Note payable - Related Party	In connection with the merger referred to in Note 1, the Company made a promissory note in the principal amount of $400,000 in favor of its former president and sole director. For a description of the provisions of the note, see Note 6. On August 20, 2015, the holder of the note assigned it to an unrelated third party. See note 6.

9. Loan payable - shareholder

9. Loan payable - shareholder	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
9. Loan payable - shareholder	NOTE 9 – Loan Payable - Shareholder During the year ended December 31, 2015, and 2014, respectably the Company received advances of $25,147 and $68,347, respectively, from one of its stockholders who is a related party to help finance its operations. These advances are non-interest bearing and have no set maturity date. The balance at December 15, 2015, and 2014, aggregated $93,494 and $68,347, respectively. The Company expects to repay these loans when cash flows become available.

10. Stockholders Deficiency

10. Stockholders Deficiency	12 Months Ended
	Dec. 31, 2015
Equity [Abstract]
10. Stockholders Deficiency	NOTE 10 – Stockholders’ Deficiency On January 9, 2014, the Company amended its articles of incorporation to raise its authorized common stock to 6 billion shares, par value $0.00001 per share. In connection with the merger referred to in Note 1, the holders of membership units in D&C received 3,846,000,000 shares of the Company in exchange for their membership units. In connection with the merger, the former president and sole director of the Company exchanged 35,000,000 shares of common stock of the Company owned by him and indebtedness owed to him for a convertible promissory note in the amount of $400,000. Also in connection with the merger, the Company completed a private placement in which 700,000,000 shares of common stock were issued for proceeds of $40,000. On August 28, 2015, the Company issued 428,571,429 shares of common stock in connection with the conversion of $50,000 of the principal amount of the $400,000 Convertible Promissory Note described in Note 7.

11. Concentrations

11. Concentrations	12 Months Ended
	Dec. 31, 2015
Risks and Uncertainties [Abstract]
11. Concentrations	NOTE 11 – Concentrations For the year ended December 31, 2015, none of our customers accounted for more than 10% of sales. For the year ended December 31, 2014, two customers accounted for 12% and 11% of sales. For the year ended December 31, 2015 and 2014, the Company purchased approximately 95% of its products from one distributor.

12. Commitments

12. Commitments	12 Months Ended
	Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
12. Commitments	NOTE 12 – Commitments The Company is committed under an operating lease for its premises. The lease, called for monthly payments of $6,300 plus 55% of operating expenses until May 31, 2015. Effective June 1, 2015, the lease was amended to provide for monthly payments of $7,500 plus 100% of operating expenses thereafter, until the lease expires August 31, 2016.

13. Subsequent events

13. Subsequent events	12 Months Ended
	Dec. 31, 2015
Subsequent Events [Abstract]
13. Subsequent events	NOTE 13 – Subsequent Events Management has evaluated subsequent events through the date which the financial statements were available to be issued. On April 1, 2016 the holder of a convertible note referred to in Note 6 converted $60,000 of principal into 189,513,580 of common stock.

2. Summary of Significant Acc20

2. Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Principals of Consolidation	Principals of Consolidation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.
Cash	Cash The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.
Revenue Recognition	Revenue Recognition The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition.
Inventories	Inventories Inventories, which consist of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of the product. If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s statements of operations.
Fair Value Measurements	Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, 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 measure at fair value on a recurring basis. The change in the Level 3 financial instrument is as follows: Balance, January 1, 2014 $ — • Issued during the Year ended December 31, 2015 902,434 • Converted during the Year (123,189 ) • Change in fair value recognized in operations (155,251 ) Balance, December 31, 2015 $ 623,994
Property and Equipment	Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. For furniture and fixtures the useful life is five years, Leasehold Improvements are depreciated over the two year lease term. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.
Convertible Instruments	Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives and Hedging Activities Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. During the year ending December 31, 2015, the Company recognized a gain on extinguishment of $16,365 from the conversion of convertible debt with a bifurcated conversion option.
Advertising	Advertising Advertising and marketing expenses are charged to operations as incurred.
Income Taxes	Income Taxes The Company use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions.
Recent accounting pronouncements	Recent accounting pronouncements The Company does not believe there are any recently issued, but not yet effective; accounting standards that would have a significant impact on the Company’s financial position or results of operations.

2. Summary of Significant Acc21

2. Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2015
Summary Of Significant Accounting Policies Tables
Fair value measurements	Balance, January 1, 2014 $ — • Issued during the Year ended December 31, 2015 902,434 • Converted during the Year (123,189 ) • Change in fair value recognized in operations (155,251 ) Balance, December 31, 2015 $ 623,994

5. Property and Equipment (Tabl

5. Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
Property and Equipment	December 31, 2015 2014 Furniture and Fixtures $ 4,793 $ 4,193 Machinery and Equipment 54,489 7,291 Leasehold Improvements 27,472 27,472 86,754 38,956 Accumulated Depreciation (31,772 ) (6,576 ) $ 54,982 $ 32,380

7. Notes payable (Tables)

7. Notes payable (Tables)	12 Months Ended
	Dec. 31, 2015
Notes Payable Tables
Note payable	April 10, 2015 $ 300,000 May 19, 2015 150,000 September 30, 2015 7,000

1. Business (Details Narrative)

1. Business (Details Narrative)	12 Months Ended
	Dec. 31, 2015shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Shares Issued for Services	3,846,000,000

2. Summary of Significant Acc25

2. Summary of Significant Accounting Policies (Details)	Dec. 31, 2015USD ($)
Summary Of Significant Accounting Policies Details
Balance, January 1, 2014
• Issued during the Year ended December 31, 2015	$ 902,434
• Converted during the Year	(123,189)
• Change in fair value recognized in operations	(155,251)
Balance, December 31, 2015	$ 623,994

3. Going Concern (Details Narra

3. Going Concern (Details Narrative)	Dec. 31, 2015USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Shareholders Deficit	$ 1,422,273
Working Capital Deficit	$ 1,484,743

5. Property and Equipment - Pro

5. Property and Equipment - Property and Equipment (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Property and Equipment, Gross	$ 86,754	$ 38,956
Accumulated Depreciation	(31,772)	(6,576)
Property and Equipment, Net	54,982	32,380
Furniture and Fixtures
Property and Equipment, Gross	4,793	4,193
Machinery and Equipment
Property and Equipment, Gross	54,489	7,291
Leasehold Improvements
Property and Equipment, Gross	$ 27,472	$ 27,472

7. Notes payable (Details)

7. Notes payable (Details)	Dec. 31, 2015USD ($)
Notes Payable Details
10-Apr-15	$ 300,000
19-May-15	150,000
30-Sep-15	$ 7,000

10. Shareholders_ Deficiency (D

10. Shareholders’ Deficiency (Details Narrative) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Equity [Abstract]
Common Stock Par Value	$ .00001	$ 0.00001
Common Stock Shares Authorized	6,000,000,000	6,000,000,000
Common Stock Shares Issued	4,974,621,214	4,546,049,785
Common Stock Shares Outstanding	4,974,621,214	4,546,049,785

11. Concentrations (Details Nar

11. Concentrations (Details Narrative)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Purchase Commitment [Member]
Concentration risk percentage	95.00%	95.00%