FutureLand (FUTL) 10-Q 19 Aug 14 2014 Q2 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 19, 2014
Document And Entity Information	'	'
Entity Registrant Name	'AEGEA, INC.	'
Entity Central Index Key	'0001424549	'
Document Type	'10-Q	'
Document Period End Date	30-Jun-14	'
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	'	119,499,261
Document Fiscal Period Focus	'Q2	'
Document Fiscal Year Focus	'2014	'

CONSOLIDATED_BALANCE_SHEETS

CONSOLIDATED BALANCE SHEETS (USD $)	Jun. 30, 2014	Dec. 31, 2013
Current assets	'	'
Cash	$200	$8,476
Vacant land deposit	'	250,000
Total current assets	200	258,476
Total Assets	200	258,476
Current Liabilities:	'	'
Accounts payable	66,608	140,986
Accrued expenses	27,667	27,288
Short-term loan - related party	58,253	160,000
Convertible debenture payable, net of premium and discount	145,000	105,706
Accrued interest	14,801	3,769
Line of credit - related party	250,000	250,000
Accrued interest - related party	108,260	81,851
Total current liabilities	670,589	769,600
Stockholders' Equity (Deficit)	'	'
Preferred stock 100,000,000 shares authorized, no par value, 200,000 convertible Series A shares designated, none issued and outstanding at June 30, 2014 and December 31, 2013 1,000 convertible Series B shares designated, 1,000 issued and outstanding at June 30, 2014 and December 31, 2013, respectively	2,150	2,150
Common stock; 1,000,000,000 shares authorized, no par value; 119,499,261 and 117,112,619 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively	1,012,846	894,506
Additional paid-in capital	764,934	605,976
Accumulated deficit	-2,450,319	-2,013,756
Total stockholders' deficit	-670,389	-511,124
Total liabilities and stockholders' deficit	$200	$258,476

CONSOLIDATED_BALANCE_SHEETS_Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Preferred Stock par value	$0	$0
Preferred Stock Authorized	100,000,000	100,000,000
Common Stock par value	$0	$0
Common Stock Authorized	50,000,000	1,000,000,000
Common Stock Issued	119,499,261	117,112,619
Common Stock Outstanding	119,499,261	117,112,619
Series A Preferred Stock [Member]	'	'
Preferred Stock Authorized	200,000	200,000
Preferred Stock Issued	0	0
Preferred Stock Outstanding	0	0
Series B Preferred Stock [Member]	'	'
Preferred Stock Authorized	1,000	1,000
Preferred Stock Issued	1,000	1,000
Preferred Stock Outstanding	1,000	1,000

CONSOLIDATED_STATEMENTS_OF_OPE

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Statement [Abstract]	'	'	'	'
Revenue	'	'	'	'
OPERATING EXPENSES	'	'	'	'
General and administrative expenses	15,171	10,548	56,745	11,477
Professional fees	76,227	85,301	281,052	94,282
Research and development expenses	6,849	3,620	14,493	12,620
Total Operating Expenses	98,247	99,469	352,290	118,379
NET INCOME (LOSS) FROM OPERATIONS	-98,247	-99,469	-352,290	-118,379
Gains on settlement of liabilities	'	'	7,913	'
Interest	-16,638	-13,529	-56,892	-25,539
Interest amortization of debt discount	'	'	-35,294	'
Total other expenses	-16,638	-13,529	-84,273	-25,539
NET LOSS	($114,885)	($112,998)	($436,563)	($143,918)
BASIC AND DILUTED LOSS PER COMMON SHARE	$0	$0	$0	$0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES (Basics and Diluted)	119,491,078	94,000,000	118,869,181	94,000,000

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash flows from operating activities	'	'
Net loss	($436,563)	($143,918)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Common stock issued for services	100,940	'
Contributed rent and services	141,506	'
Interest from stock- settled debt	19,400	'
Amortization of beneficial conversion feature	35,294	'
Changes in operating assets and liabilities:	'	'
Accounts payable	-56,926	-26,468
Accrued expenses	379	37,224
Accrued interest - line of credit	11,032	'
Accrued interest - related party	26,409	24,547
Net Cash Used in Operating Activities	-158,529	-108,615
Cash flows from investing activities	'	'
Refund of vacant land deposit	250,000	'
Net cash provided by investing activities	250,000	'
Cash flows from financing activities	'	'
Bank overdraft	'	-656
Proceed from convertible debentures	2,000	100,000
Proceed from short-term loans - related party	135,362	'
Repayment of short-term loans - related party	-237,109	'
Proceed from line of credit - related party	'	23,940
Proceed from capital contributions	'	40,100
Net Cash Provided by (Used In) Financing Activities	-99,747	163,384
Net (Decrease) Increase in Cash	-8,276	54,769
Cash, beginning of period	8,476	'
Cash, end of period	200	54,769
Cash paid during the period for interest	'	'
Income taxes paid	'	'
Non-cash Investing and Financing Activities:	'	'
Common stock issued for convertible debt	17,400	'
Put premium reclassified to additional paid-in capital	17,452	'
Transfer of line of credit balance to equity	'	$10,000

NATURE_OF_OPERATIONS_BASIS_OF_

NATURE OF OPERATIONS, BASIS OF PRESENTATION, RECAPITALIZATION, AND GOING CONCERN	6 Months Ended
	Jun. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
NATURE OF OPERATIONS, BASIS OF PRESENTATION, RECAPITALIZATION, AND GOING CONCERN	'
	NOTE 1: NATURE OF OPERATIONS, BASIS OF PRESENTATION, RECAPITALIZATION, AND GOING CONCERN
	Nature of Operations
	Aegea, Inc., (“the Company”) began operations on February 3, 2012 for the purpose of developing a mega-resort city in South Florida that will become an international community and leisure destination worldwide. The resort will offer residents and guests a unique living environment, integrating residential and hospitality with attractions and entertainment, and will include theme parks, a sports and education complex, and various venues for music and the arts. The character of the project will be marked by a network of canals and lagoons with authentic immersive architecture from around the world. Aegea’s shopping, dining and hospitality will become a global marketplace for domestic and international brands.
	Recapitalization
	On July 22, 2013, members of Aegea, LLC exchanged 100% of the membership interests in Aegea, LLC for 94,000,000 shares of Aegea, Inc. common stock, no par value per share, representing approximately 88.7% of Aegea, Inc.’s issued and outstanding shares of common stock (the “Exchange”). The Exchange was made pursuant to the terms of the June 5, 2013 Amended and Restated Share Exchange Agreement by and among Aegea, LLC, its members, Aegea, Inc., Energis Petroleum, LLC, a Florida limited liability company (“Energis”) and the members of Energis. The former members of Aegea, LLC obtained voting and management control of Aegea, Inc. upon completion of the Exchange.
	Aegea, Inc.’s acquisition of Aegea, LLC was accounted for as a recapitalization of Aegea LLC since the members of Aegea, LLC obtained voting and managing control of Aegea, Inc. Aegea, LLC was the acquirer for financial reporting purposes and Aegea, Inc. was the acquired company. Consequently, the consolidated financial statements after completion of the acquisition include the assets and liabilities of both Aegea, LLC and Aegea, Inc., the historical operations of Aegea, LLC and their consolidated operations from the July 22, 2013 closing date of the acquisition. Aegea, LLC retroactively applied its name change and recapitalization pursuant to the terms of the Share Exchange Agreement for all periods presented in the accompanying consolidated financial statements.
	Principles of Consolidation
	The accompanying unaudited consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries Florida Heartland EB-5 Regional Center LLC, and Aegea, LLC. All inter-company balances and transactions have been eliminated in consolidation.
	Basis for Presentation for Interim Financial Statements
	These unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (”SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by "GAAP” for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The accounting policies and procedures used in the preparation of these unaudited consolidated financial statements have been derived from the audited consolidated financial statements of the Company for the period from February 3, 2012 (inception) to December 31, 2013. The consolidated balance sheet as of December 31, 2013 was also derived from those audited consolidated financial statements. The results of operations for the six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the year. The Company retroactively applied its name change and recapitalization per the share exchange agreement for all periods presented in the accompanying unaudited consolidated financial statements.
	Going Concern
	As reflected in the accompanying unaudited consolidated financial statements, the Company had a net loss and net cash used in operations of $436,563 and $158,529, respectively, for the six months ended June 30, 2014 and a working capital deficit, stockholders’ deficit, and accumulated deficit of $670,389, $670,389, and $2,450,319, respectively, at June 30, 2014 and has no revenues. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan, raise additional capital, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2014
Notes to Financial Statements	'
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	Cash and Cash Equivalents
	Cash and cash equivalents include highly liquid investments with maturities of three months or less at the time of purchase.
	Use of Estimates
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of equity issued for services. Actual results could differ from these estimates.
	Fair Value Measurements and Fair Value of Financial Instruments
	The Company adopted ASC Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
	Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
	Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.
	Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
	The estimated fair value of certain financial instruments, including all current liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
	Income Taxes
	The Company has adopted FASB ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
	Net Loss per Common Share
	The Company computes net earnings (loss) per share in accordance with ASC 260-10, “Earnings per Share.” ASC 260-10 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. At June 30, 2014 and December 31, 2013, we excluded 1,000 shares of Series B Preferred Stock convertible into 1,000 shares of common stock and shares of the Company’s common stock reserved for issuance upon conversion of convertible notes as their effect was anti-dilutive.
	Stock-based Compensation
	ASC 718, “Compensation-Stock Compensation” requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). We measure the cost of employee services received in exchange for an award based on the grant-date fair value of the award.
	We account for non-employee share-based awards based upon ASC 505-50, “Equity-Based Payments to Non-Employees.” ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the vesting date, which is presumed to be the date performance is complete.
	Research and Development
	In accordance with ASC 730-10, expenditures for research and development are expensed when incurred and are included in operating expenses. The Company recognized research and development costs of $6,849 and $14,493 for the three and six months ended June 30, 2014, respectively, relating to contract services performed for architectural and creative design.
	Recent Accounting Pronouncements
	ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements”. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the interim reporting period ended June 30, 2014.
	Other accounting standards which were not effective until after December 31, 2013 are not expected to have a material impact on the Company’s consolidated financial position or results of operations.

CONCENTRATIONS

CONCENTRATIONS	6 Months Ended
	Jun. 30, 2014
Risks and Uncertainties [Abstract]	'
CONCENTRATIONS	'
	NOTE 3: CONCENTRATIONS
	Concentrations of Credit Risk
	The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully insured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances in money market accounts may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. There were no cash deposits in excess of FDIC insurance at June 30, 2014.

VACANT_LAND_DEPOSIT

VACANT LAND DEPOSIT	6 Months Ended
	Jun. 30, 2014
Banking and Thrift [Abstract]	'
VACANT LAND DEPOSIT	'
	NOTE 4: VACANT LAND DEPOSIT
	On October 28, 2013, the Company entered into a Vacant Land Contract (the “Agreement”) with an unrelated third party to acquire approximately 2,200 acres of land in South Florida. The purchase price of the land is $13,350,000, payable $250,000 no later than October 28, 2013, $750,000 no later than February 18, 2014 and the balance of $12,350,000 in cash at closing, which was required to have occurred on or before March 10, 2014. On October 28, 2013, the Company paid the initial $250,000 refundable deposit and by written notice dated February 17, 2014 has terminated the Agreement, without liability or cost, within the applicable feasibility study period as provided for in the Agreement. The $250,000 was refunded to the Company upon termination of this agreement.

SHORTTERM_LOAN_RELATED_PARTIES

SHORT-TERM LOAN - RELATED PARTIES	6 Months Ended
	Jun. 30, 2014
Summary of Investments, Other than Investments in Related Parties [Abstract]	'
SHORT-TERM LOAN - RELATED PARTIES	'
	NOTE 5: SHORT-TERM LOAN – RELATED PARTIES
	Short-term loans amounted to $58,253 and $160,000 as of June 30, 2014, and December 31, 2013, respectively. During the six months ended June 30, 2014, the Company has received short-term loans from related parties totaling $135,362 and repaid $237,109. The loans are non-interest bearing and are due on demand (see Note 9).

CONVERTIBLE_DEBENTURES

CONVERTIBLE DEBENTURES	6 Months Ended
	Jun. 30, 2014
Debt Disclosure [Abstract]	'
CONVERTIBLE DEBENTURES	'
	NOTE 6: CONVERTIBLE DEBENTURES
	At June 30, 2014 and December 31, 2013, the Company had convertible debt consisting of the following:
		June 30,		December 31,
		2014		2013
	Convertible debt	$	110,000	$	108,000
	Plus: put premium		35,000		33,000
	Less: debt discount		-		(35,294	)
	Convertible debt, net	$	145,000	$	105,706
	In October and November 2013, the Company entered into nine (9) separate convertible debentures for the total sum of $110,000. The Company agreed to pay interest and outstanding principal at the rate of eight percent (8%) per annum on the total amount of these debentures and an additional thirty-two percent (32%) strictly in common stock on two of these debentures totaling $20,000 beginning on the date of each agreement and due on the maturity date of one year from the date of the agreements. Beginning on the date of issuance, the Company has the right of prepayment at any time. Beginning on the date of issuance, the holder also has the right to convert all of the outstanding debt into shares of the Company’s Common Stock at the Conversion Price using the volume weighted average price of the Company’s Common Stock over seven (7) trading days prior to the Conversion Date then multiplying the result by 50%. These notes will be considered a stock settled debt since any future stock issued upon conversion will have a fair market value of $220,000. The Company therefore accreted a premium of $110,000 into interest expense immediately since these notes are convertible on the issuance date. In November and December 2013, the Company converted debt from five (5) of these convertible debentures totaling $50,000 and accrued interest of $112 into 44,742 shares at the conversion rate of $1.12 per share and two (2) of these convertible debentures totaling $40,000 and accrued interest of $381 into 555,074 shares at the conversion rate of $0.73 per share per the terms of the agreements. At June 30, 2014 and December 31, 2013, the outstanding principal balance due pursuant to this convertible debenture amounted to $20,000 and $20,000, respectively.
	On October 29, 2013, the Company issued a convertible debenture for the sum of $75,000. The Company agreed to accrue interest on outstanding principal at the rate of twenty-five percent (25%) per annum beginning on October 29, 2013 and payable in quarterly payments at the end of each calendar quarter until the maturity date of February 25, 2014. Upon maturity, the Holder is entitled to convert all amounts due into shares of the Company’s Common Stock at the Conversion Price of $0.33 per share, or to request repayment in cash.  A beneficial conversion feature (BCF) value was recorded as debt discount in the amount of $75,000. Since the actual intrinsic value exceeds the face value of the debt, the BCF equals the amount of the convertible debt. The Company recorded $39,706 of amortization of the debt discount into interest expense at December 31, 2013. In February 2014, the maturity date of the convertible debenture was extended until August 31, 2014. During the six months ended June 30, 2014 the remaining debt discount of $35,294 was amortized into interest expense. At June 30, 2014 and December 31, 2013, the outstanding principal balance due pursuant to this convertible debenture amounted to $75,000 and $75,000, respectively.
	In October 2013, the Company issued two (2) convertible debentures for the total sum of $13,000. The Company agreed to pay interest and outstanding principal at the rate of eight percent (8%) in cash and seventeen percent (17%) in common stock per annum on the total amount of these debentures beginning on the date of each agreement and due on the maturity date of one year from the date of the agreements. Beginning on the date of issuance, the Company has the right of prepayment at any time. Beginning on the date of issuance, the holder also has the right to convert all of the outstanding debt into shares of the Company’s Common Stock at the Conversion Price using the volume weighted average price of the Company’s Common Stock over seven (7) trading days prior to the Conversion Date then multiplying the result by 50%. These notes will be considered a stock settled debt since any future stock issued upon conversion will have a fair market value of $26,000. The Company therefore accreted a premium of $13,000 into interest expense immediately since these notes are convertible on the issuance date. At June 30, 2014 and December 31, 2013, the outstanding principal balance due pursuant to this convertible debenture amounted to $13,000 and $13,000, respectively.
	In March 2014, the Company issued a convertible debenture for $2,000. The Company agreed to pay interest and outstanding principal at the rate of eight percent (8%) per annum on the total amount of the debenture beginning on the date of the agreement and due on the maturity date of one year from the date of the agreement. Beginning on the date of issuance, the Company has the right of prepayment at any time. Beginning on the date of issuance, the holder also has the right to convert all of the outstanding debt into shares of the Company’s Common Stock at the Conversion Price using the volume weighted average price of the Company’s Common Stock over seven (7) trading days prior to the Conversion Date then multiplying the result by 50%. These notes will be considered a stock settled debt since any future stock issued upon conversion will have a fair market value of $4,000. The Company therefore accreted a premium of $2,000 into interest expense immediately since these notes are convertible on the issuance date. At June 30, 2014, the outstanding principal balance due pursuant to this convertible debenture amounted to $2,000.
	On March 21, 2014, the Company issued a convertible debenture for $17,452 in exchange for settlement of accounts payable totaling $18,259. The Company agreed to pay interest and outstanding principal at the rate of eight percent (8%) per annum on the total amount of the debenture beginning on the date of the agreement and due on the maturity date of one year from the date of the agreement. Beginning on the date of issuance, the Company has the right of prepayment at any time. Beginning on the date of issuance, the holder also has the right to convert all of the outstanding debt into shares of the Company’s Common Stock at the Conversion Price using the volume weighted average price of the Company’s Common Stock over seven (7) trading days prior to the Conversion Date then multiplying the result by 50%. These notes will be considered a stock settled debt since any future stock issued upon conversion will have a fair market value of $34,904. The Company therefore accreted a premium of $17,452 into interest expense immediately since these notes are convertible on the issuance date. In March 2014 and May 2014, the note was converted into an aggregate of 944,642 shares of common stock. (See Note 8).

LINE_OF_CREDIT_RELATED_PARTY

LINE OF CREDIT - RELATED PARTY	6 Months Ended
	Jun. 30, 2014
Debt Disclosure [Abstract]	'
LINE OF CREDIT - RELATED PARTY	'
	NOTE 7: LINE OF CREDIT – RELATED PARTY
	A shareholder of the Company has committed to loan the Company up to $250,000 cash on an as needed basis (the “Line of Credit”). The line of credit bears interest at 18% per annum and all principal and accrued and unpaid interest is due in full on demand at any time on or after June 30, 2014. At June 30, 2014 and December 31, 2013, the outstanding balance was $250,000 and $250,000, and accrued interest payable amounted to $108,260 and $81,851, respectively.

STOCKHOLDERS_DEFICIT

STOCKHOLDERS' DEFICIT	6 Months Ended
	Jun. 30, 2014
Equity [Abstract]	'
STOCKHOLDERS' DEFICIT	'
	NOTE 8: STOCKHOLDERS’ DEFICIT
	Preferred Stock
	On October 4, 2013, the Company filed a Certificate of Designations under its Amended and Restated Articles of Incorporation (the “Certificate of Designations”) with the State of Colorado to (a) designate 200,000 shares of its previously authorized Preferred Stock as Series A Convertible Preferred Stock and (b) designate 1,000 shares of its previously authorized Preferred Stock as Series B Preferred Stock. The Certificate of Designations and their filing were approved by the board of directors of the Company on September 30, 2013 without shareholder approval as provided for in the Company’s articles of incorporation and under Colorado law.
	Description of Series A Convertible Preferred Stock
	The 200,000 shares of Series A Convertible Preferred Stock have the following the designations, rights and preferences:
	·	the stated value of each share is $500,
	·	the holder of the shares will be entitled to vote, on a one-for-one basis, with the holders of our common stock on all corporate matter on which common shareholder are entitled to vote,
	·	the shares pay quarterly dividends in arrears at the rate of 4% per annum based on the stated value of each share,
	·	each share is convertible into shares of our common stock at a conversion price of $5.00 per share, subject to adjustment, at any time upon : (i) the seventh anniversary of the original issue date of Series A Preferred Stock or (ii) the date the beneficial holder qualifies as a Permanent U.S. resident, whichever occurs earliest,
	·	the shares are redeemable by us under certain conditions, and
	·	the conversion price of the Series A Convertible Preferred stock is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.
	Description of Series B Convertible Preferred Stock
	The 1,000 shares of Series B Convertible Preferred Stock have the following the designations, rights and preferences:
	·	The Company is not permitted to pay or declare dividends or other distributions to the holders of the Series B Preferred Stock, whether in liquidation or otherwise,
	·	the holder of the shares will be entitled to vote, on a one million-for-one basis, with the holders of our common stock on all corporate matter on which common shareholders are entitled to vote, and
	·	each share is convertible into one share of our common stock.
	On September 30, 2013, the Company issued 1,000 shares of its Series B Preferred Stock to certain related party officers and directors valued at $2,150 based on the common stock quoted trading value of $2.15 at the grant date and a one to one conversion rate of the Series B shares into common stock.
	Common Stock
	On January 21, 2014, the Company issued 1,442,000 shares of common stock for services and valued at $100,940 based on the quoted trading price of $0.07 per share on the grant date.
	In March 2014 and May 2014, the Company issued an aggregate of 944,642 shares of common stock in exchange for conversion of a $17,452 convertible note (See Note 5).

RELATED_PARTIES

RELATED PARTIES	6 Months Ended
	Jun. 30, 2014
Related Party Transactions [Abstract]	'
RELATED PARTIES	'
	NOTE 9: RELATED PARTIES
	Two consultants affiliated with each other through an LLC performed services for the Company. One of those consultants is a director of the Company. The LLC in which they are members received an equity interest in the Company in exchange for their services valued at $90,291. (See Note 8)
	Short-term loans to the Company made by directors of the Company or corporations owned by them totaled $135,362 and $237,109 was repaid during the six months ended June 30, 2014. (See Note 5)
	At June 30, 2014 the line of credit payable to related party who is a substantial shareholder of the Company was $250,000, and accrued interest was $108,260. (See Note 7)
	During the six months ended June 30, 2014, two officers of the Company contributed their time valued at $60,000 each and another officer contributed time and services valued at $18,506, totaling $138,506 in contributed service expense for the six months ended June 30, 2014. Rent expense of $1,500 and $3,000 was recognized for the three and six months ended June 30, 2014 for contribution of office space by an officer of the Company. The Board of Directors valued the contribution of rent and services based on the prevailing rates for similar rent and services in the local area and believes the estimates are reasonable.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2014
Notes to Financial Statements	'
Cash and Cash Equivalents	'
	Cash and Cash Equivalents
	Cash and cash equivalents include highly liquid investments with maturities of three months or less at the time of purchase.
Use of Estimates	'
	Use of Estimates
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of equity issued for services. Actual results could differ from these estimates.
Fair Value Measurements and Fair Value of Financial Instruments	'
	Fair Value Measurements and Fair Value of Financial Instruments
	The Company adopted ASC Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
	Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities    available at the measurement date.
	Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.
	Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
	The estimated fair value of certain financial instruments, including all current liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
Stock-based Compensation	'
	Stock-based Compensation
	ASC 718, “Compensation-Stock Compensation” requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). We measure the cost of employee services received in exchange for an award based on the grant-date fair value of the award.
	We account for non-employee share-based awards based upon ASC 505-50, “Equity-Based Payments to Non-Employees.” ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the vesting date, which is presumed to be the date performance is complete.
Research and Development	'
	Research and Development
	In accordance with ASC 730-10, expenditures for research and development are expenses when incurred and are included in operating expenses. The Company recognized research and development costs of $7,645 for the three months ended March 31, 2014 relating to contract services performed for architectural and creative design.
Recent Accounting Pronouncements	'
	Recent Accounting Pronouncements
	Accounting standards which were not effective until after December 31, 2013 are not expected to have a material impact on the Company’s consolidated financial position or results of operations.

CONVERTIBLE_DEBENTURES_Tables

CONVERTIBLE DEBENTURES (Tables)	6 Months Ended
	Jun. 30, 2014
Debt Disclosure [Abstract]	'
Convertible Debt	'
		June 30,		December 31,
		2014		2013
	Convertible debt	$	110,000	$	108,000
	Plus: put premium		35,000		33,000
	Less: debt discount		-		(35,294	)
	Convertible debt, net	$	145,000	$	105,706

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Summary Of Significant Accounting Policies Details Narrative	'	'	'	'
Research and Development Costs	$6,849	$3,620	$14,493	$12,620

CONCENTRATIONS_Details_Narrati

CONCENTRATIONS (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013
Cash Deposits in excess of FDIC Insurance	0
Director [Member]	'
Interest Bearing Line of Credit Loans from Related Party Director (as a percentage)	48.00%

VACANT_LAND_DEPOSIT_Details_Na

VACANT LAND DEPOSIT (Details Narrative) (USD $)	4 Months Ended
	Feb. 18, 2014	Oct. 28, 2013
		acre
Banking and Thrift [Abstract]	'	'
Agreement of land to purchase	'	2,200
Purchase price	$13,350,000	'
First payment due October 28, 2013	250,000	'
Second payment due February 18, 2014	750,000	'
Balance of purchase price due at closing	12,350,000	'
Refund of deposit because contract was terminated	$250,000	'

SHORTTERM_LOAN_RELATED_PARTIES1

SHORT-TERM LOAN - RELATED PARTIES (Details Narrative) (USD $)

0 Months Ended

1 Months Ended

6 Months Ended

12 Months Ended

3 Months Ended

Mar. 21, 2014

Oct. 30, 2013

Mar. 31, 2014

Dec. 31, 2013

Oct. 30, 2013

Oct. 31, 2013

Nov. 03, 2013

Aug. 31, 2013

31-May-13

Jun. 30, 2014

Dec. 31, 2013

Mar. 31, 2014

Related Party Member

Short Term loan borrowed

'

'

'

'

'

'

'

'

'

'

'

$107,500

Short-term loans repaid

'

'

'

'

'

'

'

'

'

231,109

'

'

Convertible debenture issued

17,452

75,000

2,000

10,000

20,000

13,000

110,000

30,000

100,000

'

108,000

'

Short-term loan

'

'

'

$160,000

'

'

'

'

'

$58,253

$160,000

'

CONVERTIBLE_DEBENTURES_Details

CONVERTIBLE DEBENTURES (Details Narrative) (USD $)

0 Months Ended

1 Months Ended

2 Months Ended

12 Months Ended

Mar. 21, 2014

Oct. 30, 2013

Mar. 31, 2014

Dec. 31, 2013

Oct. 30, 2013

Oct. 31, 2013

Nov. 03, 2013

Aug. 31, 2013

31-May-13

Dec. 31, 2013

Dec. 31, 2013

Dec. 31, 2013

Jun. 30, 2014

Debt Disclosure [Abstract]

'

'

'

'

'

'

'

'

'

'

'

'

'

Convertible debenture issed

$17,452

$75,000

$2,000

$10,000

$20,000

$13,000

$110,000

$30,000

$100,000

'

'

$108,000

'

Plus: Put Premiums

'

'

'

'

'

'

'

'

'

'

'

33,000

'

Less: Beneficial Conversion Feature Discount

'

'

'

'

'

'

'

'

'

'

'

-35,294

'

Convertible debenture payable, net of premium and discount

'

'

'

105,706

'

'

'

'

'

105,706

105,706

105,706

145,000

Interest per annum (as a percentage)

8.00%

25.00%

8.00%

8.00%

8.00%

8.00%

8.00%

8.00%

12.00%

'

'

'

'

Conversion price of debenture

'

$0.33

'

$0.07

'

'

$0.73

$0.61

$0.33

$0.73

$1.12

'

'

Debt or equity financing amount needed in order to automatically convert to common shares

'

'

'

'

'

'

'

'

50,000,000

'

'

'

'

Amount converted

'

'

'

60,000

'

'

'

'

100,000

40,000

50,000

'

'

Accrued interest of amount converted

'

'

'

194

'

'

'

536

2,992

381

112

'

'

Number of shares issued for conversion

'

'

'

824,573

'

'

555,074

166,134

312,096

555,074

44,742

'

'

Fair market value of debentures considered a stock settled debt

34,904

'

4,000

120,000

'

26,000

220,000

60,000

'

'

'

'

'

Interest expense recorded

17,452

39,706

2,000

60,000

'

13,000

110,000

30,000

'

'

'

'

'

Conversion rate of second convertible debenture

'

'

'

'

'

'

'

7.00%

'

'

'

'

'

Conversion rate of third convertible debenture

'

'

'

'

'

'

'

112.00%

'

'

'

'

'

Additional interest on debentures for common stock

'

'

'

'

32.00%

17.00%

32.00%

'

'

'

'

'

'

Accumulated common stock interest amount

'

'

'

'

40,000

'

20,000

'

'

'

'

'

'

Settlement of accounts payable

$18,259

'

'

'

'

'

'

'

'

'

'

'

'

LINE_OF_CREDIT_RELATED_PARTY_D

LINE OF CREDIT - RELATED PARTY (Details Narrative) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Line Of Credit - Related Party Details Narrative	'	'
Committed Loan to Company	$250,000	'
Line of Credit Interest Rate	18.00%	'
Outstanding Amount	250,000	250,000
Accrued interest	$108,260	$81,851

STOCKHOLDERS_DEFICIT_Details_N

STOCKHOLDERS' DEFICIT (Details Narrative) (USD $)	Jun. 30, 2014	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2013	Sep. 30, 2013
			Preferred Stock Series A	Preferred Stock Series B	Preferred Stock Series B
					Related Party Member
Par Value per share	'	'	$525	'	'
Preferred Stock Authorized	100,000,000	100,000,000	200,000	1,000	'
Rate of interest on accrued dividend (as a percent)	'	'	4.00%	'	'
Conversion price per share of Preferred shares into Common Stock	'	'	$5	'	'
Fair value of preferred stock issued	'	'	'	'	$2,150
Common stock quoted trading value	'	'	'	'	$2.15

RELATED_PARTIES_Details_Narrat

RELATED PARTIES (Details Narrative) (USD $)	3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2014
Rent Expenses	$1,500	$3,000
Value of services rendered by consultants	'	902,291
Line of credit payable	'	250,000
Accrued interest on line of credit	'	108,260
Consultant 1 [Member]	'	'
Value of services rendered by consultants	'	60,000
Consultant 2 [Member]	'	'
Value of services rendered by consultants	'	60,000
Consultant 3 [Member]	'	'
Value of services rendered by consultants	'	$90,291