Advanced Container (ACTX) 10-Q 18 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 17, 2016
Document And Entity Information
Entity Registrant Name	Acology Inc.
Entity Central Index Key	1,096,950
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		5,164,134,794
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,016

Balance Sheets

Balance Sheets - USD ($)	Sep. 30, 2016	Dec. 31, 2015
CURRENT ASSETS:
Cash	$ 4,862	$ 37,533
Accounts Receivable	64,072	30,734
Inventories	109,818	79,941
Note Receivable	159,586	155,835
Advance to supplier		10,683
TOTAL CURRENT ASSETS	338,338	314,726
Property & equipment, net of accumulated depreciation of $54,273 and $31,773 respectively	47,811	54,982
Security deposits	7,489	7,489
TOTAL ASSETS	393,638	377,197
CURRENT LIABILITIES:
Accounts payable	71,552	45,760
Convertible notes payable, net of debt discount of $0 and $226,186, respectively	500,000	326,314
Notes payable	574,100	607,000
Loan payable - stockholder	93,494	93,494
Accrued expenses	216,210	102,908
Derivative Liablility	324,483	623,994
TOTAL CURRENT LIABILITIES	1,779,839	1,799,470
STOCKHOLDERS' DEFICIENCY
Common Stock, .001 par value, 6,000,000,000 shares authorized 5,164,134,794 and 4,974,621,214 shares issued and outstanding September 30, 2016 and December 31, 2015, respectively	51,641	49,745
Additional Paid in Capital	252,572	102,857
Accumulated Deficit	(1,690,414)	(1,574,875)
TOTAL STOCKHOLDERS' DEFICIENCY	(1,386,201)	(1,422,273)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$ 393,638	$ 377,197

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Property and Equipment Net Depreciation	$ 54,273	$ 31,773
Convertible notes payable, net of discount	$ 0	$ 226,186
Common Stock Par Value	$ .001	$ .001
Common Stock Shares Authorized	6,000,000,000	6,000,000,000
Common Stock Shares Issued	5,164,134,794	4,974,621,214
Common Stock Shares Outstanding	5,164,134,794	4,974,621,214

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Sales	$ 478,852	$ 328,703	$ 1,441,180	$ 1,041,375
Cost of Sales	117,544	129,547	383,709	362,161
Gross Profit	361,308	199,156	1,057,471	679,214
Operating expenses:
General and administrative	309,023	235,919	876,701	787,150
Advertising and marketing	52,188	26,016	248,773	73,991
Total operating expenses	361,211	261,935	1,125,474	861,141
Income (Loss) from operations	97	(62,779)	(68,003)	(181,927)
Other Expenses (Income):
Interest expense, net of interest income of $11,251	61,462	18,706	224,696	46,734
Gain on extinguishment of debt			(16,542)
Gain on change in fair value of derivative	(65,069)		(160,618)
Total Other Expenses (Income)	(3,607)	18,706	47,536	46,734
Income (Loss) before income taxes	3,704	(81,485)	(115,539)	(228,661)
Income tax provision
NET LOSS (INCOME)	$ 3,704	$ (81,485)	$ (115,539)	$ (228,661)
Loss per common share, basic and diluted	$ 0	$ 0	$ 0	$ 0
Weighted average common shares outstanding, basic & diluted	5,164,134,794	4,546,014,334	5,116,235,757	4,546,014,334

Statements of Cash Flows

Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
OPERATING ACTIVITIES:
Net loss	$ (115,539)	$ (228,661)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation expense	22,500	12,909
Gain on extinguishment of debt	(16,542)
Gain on change in fair value of derivative	(160,618)
Non cash interest expense	184,196
Changes in operating assets and liabilities
Accounts receivable	(33,338)	(8,546)
Inventories	(29,877)	(63,104)
Accounts payable	25,792	3,919
Advance to supplier	10,683	11,196
Accrued expenses	113,302	36,606
NET CASH USED IN OPERATING ACTIVITIES	559	(235,681)
INVESTING ACTIVITIES:
Acquisition of property and equipment	(15,330)	(7,798)
NET CASH USED IN INVESTING ACTIVITIES	(15,330)	(7,798)
FINANCING ACTIVITIES:
Proceeds from notes payable	15,000
Repayment of notes payable	(32,900)
NET CASH PROVIDED BY FINANCING ACTIVITIES	(17,900)
INCREASE (DECREASE) IN CASH	(32,671)	(243,479)
CASH - BEGINNING OF PERIOD	37,533	261,233
CASH - END OF PERIOD	4,862	17,754
Non-cash financing activities
Conversion of convertible debt with derivative into common stock	168,153
Common stock issued in connection with conversion	$ 151,611

1. Business

1. Business	9 Months Ended
	Sep. 30, 2016
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 its 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.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
2. Summary of Significant Accounting Policies	NOTE 2 – Summary of Significant Accounting Policies Basis of Presentation and Principals of Consolidation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2016, and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2016, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Form 10-K for the year ended December 31, 2015, filed with the SEC on April 14, 2016. 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. 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 products 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, 2016 $ 623,994 Less: · Converted during the Period 138,893 · Change in fair value recognized in operations 160,618 Balance, September 30, 2016 $ 324,483 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 nine months ended September 30, 2016, the Company recognized a gain on extinguishment of $16,542 from the conversion of convertible debt with a bifurcated conversion feature. 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	9 Months Ended
	Sep. 30, 2016
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 September 30, 2016, the Company had a stockholders’ deficit of $1,386,201 and a working capital deficit of $1,441,501. In addition, the Company has generated operating losses since inception and has notes payable that are 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 products while introducing additional products and services, controlling operation expenses, negotiating extensions 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 or successfully execute any of the other measures set forth in the previous sentence.

4. Note Receivable

4. Note Receivable	9 Months Ended
	Sep. 30, 2016
NoteReceivableAbstract
4. Note Receivable	NOTE 4 – Note Receivable On August 11, 2015 the Company loaned $150,000 to an unrelated person who is one of the convertible note holders referred to in Note 5. The note accrues interest at the highest lawful rate, but not more the 20% per annum, the Company is accruing interest at 10% per annum based on California usury rates. Upon an event of default, as defined in the note, interest will be compounded monthly. The note matured August 11, 2016.

5. Convertible Notes payable

5. Convertible Notes payable	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
5. Convertible Notes payable	NOTE 5 – Convertible Notes Payable The following is a description of convertible notes payable at September 30, 2016: • A convertible promissory note dated March 4, 2014, in the original amount of $400,000. The note bears interest at 0.28% per annum and was due September 14, 2016; the holder has agreed to extend the due date to September 14, 2017. 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 of the membership units in D&C. If an event of default occurs, the unpaid principal amount and interest accrued thereon will 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 three consecutive trading days ending on the trading day immediately prior to the conversion date. During the year ended December 31, 2015, the holder converted $50,000 of principal and during the nine months ended September 30, 2016, converted an additional $60,000 of principal. The outstanding principal balance at September 30, 2016, was $250,000. • 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. • A convertible promissory note, dated February 11, 2016, made in favor of the unrelated party referred to above in the principal amount of $7,500. 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 February 11, 2017, and bears interest at the highest lawful rate, but not more than 20% per annum. • A convertible promissory note, dated April 25, 2016, made in favor of the unrelated party referred to above in the principal amount of $7,500. 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 April 25, 2017, 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, 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. • A series of promissory note conversion agreements that the Company entered into during 2014 with ten unaffiliated individuals with a current balance in the aggregate amount of $217,000. 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 $0.05 per share. The note bears interest at 15% per annum and matured April 3, 2015. The Company is negotiating an extension of the maturity date.

6. Notes payable

6. Notes payable	9 Months Ended
	Sep. 30, 2016
Payables and Accruals [Abstract]
6. Notes payable	NOTE 6 – Notes Payable During 2014, the Company entered into a series of promissory notes with four unaffiliated individuals in the aggregate amount of $457,000, having an aggregate principal balance of $424,500 at September 30, 2016. These notes bear interest at rates ranging from 10% to 15% (with a weighted-average rate of 11.7%). These notes are 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.

7. Loan payable - shareholder

7. Loan payable - shareholder	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
7. Loan payable - shareholder	NOTE 7 – Loan Payable - Shareholder During the years ended December 31, 2015, and 2014, the Company received advances from one of its stockholders to help finance its operations in the amounts of $25,147 and $68,347, respectively. These loans are non-interest bearing and have no set maturity date. The Company expects to repay the loans when cash flows become available. The balance due at September 30, 2016, aggregated $93,494.

8. Stockholders Deficiency

8. Stockholders Deficiency	9 Months Ended
	Sep. 30, 2016
Equity [Abstract]
8. Stockholders Deficiency	NOTE 8 – Stockholders’ Deficiency On March 10, 2016, the Company issued 189,513,58 shares of common stock in connection with the conversion of $60,000 of the principal amount of the $360,000 Convertible Promissory Note described in Note 5.

9. Concentrations

9. Concentrations	9 Months Ended
	Sep. 30, 2016
Risks and Uncertainties [Abstract]
9. Concentrations	NOTE 9 – Concentrations For the three month period ended September 30, 2016, the Company’s largest customer accounted for approximately 20% of sales and 14% of sales for the 9 month period ended September 30, 2016. For the three and nine month periods ended September 30, 2016, the Company purchased respectively approximately 72% and 83% of its products from one manufacturer. No single customer accounted for more than 10% of sales for the three and nine month periods ended September 30, 2015. For the three and nine month periods ended September 30, 2015, the Company purchased approximately 99% of its products from one distributor.

10. Commitments

10. Commitments	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
10. Commitments	NOTE 10 – Commitments The Company is committed under an operating lease for its premises. The lease calls for monthly payments of $7,500 plus 100% of operating expenses, until the lease expires August 31, 2016. The lease has been renewed for 2 more years so at to expire on August 31, 2018.

11. Subsequent events

11. Subsequent events	9 Months Ended
	Sep. 30, 2016
Subsequent Events [Abstract]
11. Subsequent events	NOTE 11 – Subsequent Events Management has evaluated subsequent events through the date which the financial statements were available to be issued.

2. Summary of Significant Acc17

2. Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Basis of presentation	Basis of Presentation and Principals of Consolidation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2016, and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2016, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Form 10-K for the year ended December 31, 2015, filed with the SEC on April 14, 2016. 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.
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 products 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, 2016 $ 623,994 Less: · Converted during the Period 138,893 · Change in fair value recognized in operations 160,618 Balance, September 30, 2016 $ 324,483
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 nine months ended September 30, 2016, the Company recognized a gain on extinguishment of $16,542 from the conversion of convertible debt with a bifurcated conversion feature.
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 Acc18

2. Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2016
Summary Of Significant Accounting Policies Tables
Fair value measurements	Balance, January 1, 2016 $ 623,994 Less: · Converted during the Period 138,893 · Change in fair value recognized in operations 160,618 Balance, September 30, 2016 $ 324,483

2. Summary of Significant Acc19

2. Summary of Significant Accounting Policies (Details)	Sep. 30, 2016USD ($)
Summary Of Significant Accounting Policies Details
Balance, January 1, 2016	$ 623,994
• Converted during the Year	138,893
• Change in fair value recognized in operations	160,618
Balance, September 30, 2016	$ 324,483

3. Going Concern (Details Narra

3. Going Concern (Details Narrative)	Sep. 30, 2016USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Shareholders Deficit	$ 1,386,201
Working Capital Deficit	$ 1,441,501

11. Concentrations (Details Nar

11. Concentrations (Details Narrative)	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Risks and Uncertainties [Abstract]
Concentration risk percentage	20.00%	14.00%