Code Green Apparel (CGAC) 10-Q 23 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 19, 2016
Document And Entity Information
Entity Registrant Name	CODE GREEN APPAREL CORP
Entity Central Index Key	1,444,403
Document Type	10-Q
Document Period End Date	Mar. 31, 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		371,349,646
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,016

BALANCE SHEETS (Unaudited)

BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash	$ 27,763	$ 32,205
Inventory	184,127	199,324
Prepaid expenses		33,387
TOTAL CURRENT ASSETS	211,890	264,916
Fixed assets, net	14,844	1,574
TOTAL ASSETS	226,734	266,490
CURRENT LIABILITIES
Accounts payable	168,974	161,473
Accrued interest	83,342	77,608
Convertible debts payable, net of discount of $16,849 and $23,082, respectively	445,651	439,418
Derivative liability	924,757	824,468
TOTAL CURRENT LIABILITIES	1,622,724	1,502,967
TOTAL LIABILITIES	1,622,724	1,502,967
STOCKHOLDERS' DEFICIT
Common stock, par value $0.001 per share, Authorized - 500,000,000 shares, Issued and outstanding - 371,439,646 and 346,439,646 shares, respectively	371,440	346,440
Additional paid-in capital	10,350,472	10,050,497
Accumulated deficit	(12,117,968)	(11,633,455)
TOTAL STOCKHOLDERS' DEFICIT	(1,395,990)	(1,236,477)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	226,734	266,490
Preferred A Stock [Member[
STOCKHOLDERS' DEFICIT
Preferred stock: Preferred A stock, par value $0.001 per share, Authorized 1,000 shares, Issued and outstanding - 1,000 and -0- shares, respectively; Preferred B stock, par value $0.001 per share, Authorized - 200,000 shares, Issued and outstanding - 65,000 and 40,000 shares, respectively	1	1
TOTAL STOCKHOLDERS' DEFICIT	1	1
Preferred B Stock [Member[
STOCKHOLDERS' DEFICIT
Preferred stock: Preferred A stock, par value $0.001 per share, Authorized 1,000 shares, Issued and outstanding - 1,000 and -0- shares, respectively; Preferred B stock, par value $0.001 per share, Authorized - 200,000 shares, Issued and outstanding - 65,000 and 40,000 shares, respectively	65	40
TOTAL STOCKHOLDERS' DEFICIT	$ 65	$ 40

BALANCE SHEETS (Unaudited) (Par

BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Discount on convertible debts payable	$ 16,849	$ 23,082
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	371,439,646	346,439,646
Common stock, shares outstanding	371,439,646	346,439,646
Preferred A Stock [Member[
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	1,000	0
Preferred stock, shares outstanding	1,000	0
Common stock, shares outstanding	1,000	1,000
Preferred B Stock [Member[
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	200,000	200,000
Preferred stock, shares issued	65,000	40,000
Preferred stock, shares outstanding	65,000	40,000
Common stock, shares outstanding	65,000	40,000

STATEMENTS OF OPERATIONS (Unaud

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Statement [Abstract]
REVENUE	$ 18,237
COST OF GOODS SOLD	(15,198)
GROSS PROFIT	3,039
OPERATING EXPENSES
Selling, general and administrative	375,296	$ 30,445
TOTAL OPERATING EXPENSES	375,296	30,445
LOSS FROM OPERATIONS	(372,257)	(30,445)
OTHER INCOME (EXPENSE)
Change in fair value of derivative	154,014	(800,960)
Derivative liability expense - insufficient shares	(254,303)
Interest expense	(11,967)	(14,032)
TOTAL OTHER INCOME (EXPENSE)	(112,256)	(814,992)
LOSS BEFORE INCOME TAXES	(484,513)	(845,437)
NET LOSS	$ (484,513)	$ (845,437)
NET LOSS PER COMMON SHARE - Basic and diluted	$ 0	$ 0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted	368,602,393	253,583,529

STATEMENT OF STOCKHOLDERS' DEFI

STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($)	Preferred A Stock [Member[	Preferred B Stock [Member[	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance, beginning at Dec. 31, 2015	$ 1	$ 40	$ 346,440	$ 10,050,497	$ (11,633,455)	$ (1,236,477)
Balance, beginning, shares at Dec. 31, 2015	1,000	40,000	346,439,646			346,439,646
Issuance of shares for services			$ 25,000	50,000		$ 75,000
Issuance of shares for services, shares			25,000,000
Issuance of shares for cash		$ 25		249,975		250,000
Issuance of shares for cash, shares		25,000
Net loss					(484,513)	(484,513)
Balance, ending at Mar. 31, 2016	$ 1	$ 65	$ 371,440	$ 10,350,472	$ (12,117,968)	$ (1,395,990)
Balance, ending, shares at Mar. 31, 2016	1,000	65,000	371,439,646			371,439,646

STATEMENTS OF CASH FLOWS (Unaud

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (484,513)	$ (845,437)
Adjustments required to reconcile net loss to net cash (used) provided by operating activities:
(Gain) loss on derivative revaluation	(154,014)	800,960
Derivative liability - insufficient shares	254,303
Depreciation	658	112
Common stock issued for services	75,000
Amortization of debt discount	6,233
Changes in operating assets and liabilites:
Inventory	15,197
Prepaid expenses	33,387
Accounts payable	7,501	7,500
Accrued interest	5,734	14,031
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES	(240,514)	(22,834)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase fixed assets	(13,928)
NET CASH USED BY INVESTING ACTIVITIES	(13,928)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock		25,000
Proceeds from the sale of preferred B stock	250,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	250,000	25,000
NET INCREASE (DECREASE IN CASH)	(4,442)	2,166
CASH AT THE BEGINNING OF THE PERIOD	32,205	10,009
CASH AT THE END OF THE PERIOD	$ 27,763	$ 12,175

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BASIS OF PRESENTATION	NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION Organization and Nature of Business Code Green Apparel Corp, formerly known as Gold Standard Mining Corp. (the “ Company GS Wyoming On May 18, 2009, Fluid Solutions, Inc. changed its name to “Gold Standard Mining Corp.” and effected a 3.3 to 1 forward stock split. This split has been retroactively reflected in these financial statements. As of the date that the Company acquired GS Wyoming, GS Wyoming’s principal asset was an Exchange Agreement, dated February 9, 2009, pursuant to which GS Wyoming had agreed to acquire Rosszoloto Co. Ltd., a limited liability company organized under the laws of Russia (“ Rosszoloto In the spring of 2011, during the course of preparation of financial statements of the Company, the Board of Directors concluded that the Company could not get the financial information regarding Rosszoloto necessary for the financial statements of the Company, including Rosszoloto, to be audited. Based on this, in May 2011, the Company rescinded the acquisition of Rosszoloto and has treated the transaction as never having occurred. In connection with such rescission, the Company received back 51,499,998 shares of its common stock that they issued to acquire GS Wyoming. On July 17, 2012, Gold Standard Mining Corp. changed its name to J.D. Hutt Corporation as it sought to engage in opportunities outside of mining and natural resource exploration. From that time, and for a period of nearly two years, the Company’s operations consisted of seeking other opportunities. On April 26, 2014, and with the appointment of George Powell as its CEO and Director, the Company officially changed its business model to offer eco-friendly corporate apparel primarily constructed from recycled textiles. To better reflect the Company’s change in business direction, the Company officially changed its name to Code Green Apparel Corp on May 15, 2015. Basis of Presentation and Going Concern The Company has not generated any revenues from operations since inception. Since inception, it has incurred significant losses to date, and as of March 31, 2016, has an accumulated deficit of approximately $12,100,000. The Company’s ability to continue its operations is uncertain and is dependent upon its ability to implement a business plan sufficient to generate a positive cash flow and/or raise capital to fund its operations. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations in the normal course of business. 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 certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results could vary materially from management’s estimates and assumptions. Additionally, interim results may not be indicative of the Company’s results for future interim periods, or the Company’s annual results. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. Stock Based Compensation The Company from time to time issues shares of common stock for services. These issuances have been valued at the estimated fair market value of the services since its stock is thinly traded and the Company has raised minimal cash from sales of stock. Disclosure About Fair Value of Financial Instruments The Company estimates that the fair value of all financial instruments at March 31, 2016 and December 31, 2015 do not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes-Merton pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company has determined that certain convertible debt instruments outstanding as of the date of these financial statements include an exercise price “reset” adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Stock (“ASC 815-40”). Certain of the convertible debentures have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period recorded in earnings as “Other income (expense) - gain (loss) on change in derivative liabilities.” Carrying Fair Value Measurements Level 1 Level 2 Level 3 Derivative liability – December 31, 2015 $824,468 $ — $ — $ 824,468 Derivative liability – March 31, 2016 $924,757 $ — $ — $ 924,757 Balance at December 31, 2015 $ 824,468 Initial measurement at issuance date of the notes — Initial measurement due to insufficient shares available for issuance 254,303 Change in derivative liability during the three months ended March 31, 2016 (154,014 ) Balance March 31, 2016 $ 924,757 Net Income (Loss) Per Share Basic earnings (loss) per share are computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Any anti-dilutive effects on net income (loss) per share are excluded. The Company has no potentially dilutive securities outstanding as of March 31, 2016. Income Taxes Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. In assessing the recoverability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the periods in which temporary differences such as loss carry-forwards and tax credits become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment and ensuring that the deferred tax asset valuation allowance is adjusted as appropriate.

CONVERTIBLE NOTES

CONVERTIBLE NOTES	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
CONVERTIBLE NOTES	NOTE 2 CONVERTIBLE NOTES On May 1, 2014, the Company entered into an agreement with a business advisor. The agreement calls for monthly payments of $2,500 in service fees along with the issuance of a $500,000 fully earned convertible debt that accrues interest at 8%. During December 2015 the Company issued 25,000,000 shares of common stock in payment of $212,500 of principal on this convertible debt. At March 31, 2016 and December 31, 2015, $57,500 and $50,000 was owed in services fees, accrued interest was $71,315 and $65,581 and the outstanding convertible debt was $287,500 and $287,500, respectively. During the year ended December 31, 2014, the Company issued $173,500 of convertible debts. The convertible debts carry interest at 10% per annum and are due in 24 months from the date of issuance, June 2016 through September 2016. The note holders have the option to convert into shares of the Company’s common stock after 180 days at 50% of the market price. During April and May of 2015, the Company issued 14,660,440 shares of common stock upon conversion of $173,500 of principal amount outstanding under these convertible debts. Total outstanding convertible debt was $-0- and $-0- at March 31, 2016 and December 31, 2015, respectively. The accrued interest on the convertible debt was $12,027 and $12,027 at March 31, 2016 and December 31, 2015, respectively. During December 2015, the Company issued a convertible debt in the amount of $175,000. The convertible debt is due in one year and contains a prepayment penalty of $25,000. The remaining balance due at March 31, 2016 and December 31, 2015 was $175,000 and $175,000, respectively. Derivative Liability On May 1, 2014, the Company secured $500,000 in the form of a convertible promissory note. The note bear interest at the rate of 8% until they mature, or until there is an event of default. The note matured on May 1, 2015. The holder has the option to convert any balance of principal and interest into common stock of the Company. The rate of conversion for these notes is calculated as the lowest of the 20 trading closing prices immediately preceding such conversion, discounted by 50%. On December 3, 2015, the Company secured $175,000 in the form of a convertible promissory note. The note does not bear interest if there is an event of default. The note matures on December 3, 2016. The holder has the option to convert any balance of principal into common stock of the Company. The rate of conversion for these notes is calculated as the lowest of the 10 trading closing prices immediately preceding such conversion, discounted by 32.5%. Due to the variable conversion price associated with these convertible promissory notes, the Company has determined that the conversion feature is considered a derivative liability. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. The initial fair value of the embedded debt derivative of $500,842 and $227,746 was charged to current period operations as interest expenses. The fair value of the described embedded derivative was determined using the Black-Scholes Model with the following assumptions: (1) risk free interest rate of 0.10%; (2) dividend yield of 0%; (3) volatility factor of 435%; (4) an expected life of the conversion feature of 365 days, and (5) estimated fair value of the company’s common stock of $0.008 per share. During the three months ended, the Company recorded the loss (gain) in fair value of derivative $154,014. The following table represents the Company’s derivative liability activity for the year ended: Balance at December 31, 2015 $ 824,468 Initial measurement at issuance date of the notes — Initial measurement due to insufficient shares available for issuance 254,303 Change in derivative liability during the three months ended March 31, 2016 (154,014 ) Balance March 31, 2016 $ 924,757

DERIVATIVE FINANCIAL INSTRUMENT

DERIVATIVE FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
DERIVATIVE FINANCIAL INSTRUMENTS	NOTE 3 Derivative financial instruments The following table presents the components of the Company’s derivative financial instruments associated with convertible promissory notes (Notes 2) which have no observable market data and are derived using the Black-Scholes option pricing model measured at fair value on a recurring basis, using Level 1 and 3 inputs to the fair value hierarchy, at March 31, 2016 and 2015: 2016 2015 Embedded conversion features $ — $ — Warrants — — Insufficient shares 254,303 — Derivative financial instruments $ 254,303 $ — ASC 815 Derivative and Hedging During the three months ended March 31, 2016, the Company had outstanding notes with embedded conversion features and the Company did not, at this date, have a sufficient number of authorized and available shares of common stock to settle the outstanding contracts which triggered the requirement to account for these instruments as derivative financial instruments until such time as the Company has sufficient authorized shares. Subsequent to March 31, 2016, the Company intends to request stockholder approval through written shareholder consent to increase the authorized shares of common stock in the Company from 500,000,000 to an amount, which would be a sufficient to fully settle all the outstanding contracts.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2016
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 4 STOCKHOLDERS’ EQUITY On January 10, 2016, the Company issued 10,000,000 shares of its restricted common stock to its President and CEO, George J. Powell, III as a bonus in consideration for his efforts throughout the 2015 fiscal year. The shares had a fair market value of $30,000. On January 10, 2016, the Company issued 10,000,000 shares of its restricted common stock to its newly appointed Director and COO, Thomas Witthuhn, as a signing bonus for his appointment to the Company’s board of directors. The shares had a fair market value of $30,000. On January 10, 2016, the Company issued 5,000,000 shares of its restricted common stock to Anubis Capital Partners as a bonus and in consideration for strategic advisory services rendered throughout the 2015 fiscal year. The shares had a fair market value of $15,000. Preferred A Stock On May 22, 2015, the Company designated a series of Preferred A Stock. The holders of the preferred A stock shall not be entitled to receive dividends paid on the Company’s common stock. The holders of the preferred A stock shall not be entitled to any liquidation preferences. The shares of the preferred A stock have no conversion rights. Following the third anniversary of the original issuance of the preferred A stock, the Company shall have the option to redeem any and all outstanding shares of the preferred A stock by paying the holders a redemption price of $100 per share. Preferred B Stock On December 7, 2015, the Company designated a series of Preferred B Stock. The holders of the preferred B stock shall not be entitled to receive dividends paid on the Company’s common stock. The holders of the preferred B stock shall not be entitled to any liquidation preferences. The shares of the preferred B stock have no conversion rights. Following the third anniversary of the original issuance of the preferred B stock, the Company shall have the option to redeem any and all outstanding shares of the preferred B stock by paying the holders a redemption price of $40 per share. On January 4, 2016, the Company sold 25,000 shares of its restricted Series B Convertible Preferred Stock to Dr. Scheffey in connection with the Subscription Agreement as dated December 7, 2015 (the January 1, 2016 payment) and received $250,000.

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 5 GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has had no revenues since inception. Since inception, it has incurred significant losses to date, and as of March 31, 2016, has an accumulated deficit of approximately $12,100,000. The Company’s ability to continue its operations is uncertain and is dependent upon its ability to implement a business plan sufficient to generate a positive cash flow and/or raise capital to fund its operations. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations in the normal course of business.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 6 SUBSEQUENT EVENTS None

ORGANIZATION AND BASIS OF PRE13

ORGANIZATION AND BASIS OF PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Going Concern	Basis of Presentation and Going Concern The Company has not generated any revenues from operations since inception. Since inception, it has incurred significant losses to date, and as of March 31, 2016, has an accumulated deficit of approximately $12,100,000. The Company’s ability to continue its operations is uncertain and is dependent upon its ability to implement a business plan sufficient to generate a positive cash flow and/or raise capital to fund its operations. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations in the normal course of business.
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 certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results could vary materially from management’s estimates and assumptions. Additionally, interim results may not be indicative of the Company’s results for future interim periods, or the Company’s annual results.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.
Stock Based Compensation	Stock Based Compensation The Company from time to time issues shares of common stock for services. These issuances have been valued at the estimated fair market value of the services since its stock is thinly traded and the Company has raised minimal cash from sales of stock.
Disclosure About Fair Value of Financial Instruments	Disclosure About Fair Value of Financial Instruments The Company estimates that the fair value of all financial instruments at March 31, 2016 and December 31, 2015 do not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes-Merton pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company has determined that certain convertible debt instruments outstanding as of the date of these financial statements include an exercise price “reset” adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Stock (“ASC 815-40”). Certain of the convertible debentures have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period recorded in earnings as “Other income (expense) - gain (loss) on change in derivative liabilities.” Carrying Fair Value Measurements Level 1 Level 2 Level 3 Derivative liability – December 31, 2015 $824,468 $ — $ — $ 824,468 Derivative liability – March 31, 2016 $924,757 $ — $ — $ 924,757 Balance at December 31, 2015 $ 824,468 Initial measurement at issuance date of the notes — Initial measurement due to insufficient shares available for issuance 254,303 Change in derivative liability during the three months ended March 31, 2016 (154,014 ) Balance March 31, 2016 $ 924,757
Net Income (Loss) Per Common Share	Net Income (Loss) Per Share Basic earnings (loss) per share are computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Any anti-dilutive effects on net income (loss) per share are excluded. The Company has no potentially dilutive securities outstanding as of March 31, 2016.
Income Taxes	Income Taxes Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. In assessing the recoverability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the periods in which temporary differences such as loss carry-forwards and tax credits become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment and ensuring that the deferred tax asset valuation allowance is adjusted as appropriate.

ORGANIZATION AND BASIS OF PRE14

ORGANIZATION AND BASIS OF PRESENTATION (Tables)	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of carrying value and fair value of derivative instruments	Carrying Fair Value Measurements Level 1 Level 2 Level 3 Derivative liability – December 31, 2015 $824,468 $ — $ — $ 824,468 Derivative liability – March 31, 2016 $924,757 $ — $ — $ 924,757 Balance at December 31, 2015 $ 824,468 Initial measurement at issuance date of the notes — Initial measurement due to insufficient shares available for issuance 254,303 Change in derivative liability during the three months ended March 31, 2016 (154,014 ) Balance March 31, 2016 $ 924,757

CONVERTIBLE NOTES (Tables)

CONVERTIBLE NOTES (Tables)	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
Schedule of assumptions in Black-Scholes Model	The fair value of the described embedded derivative was determined using the Black-Scholes Model with the following assumptions: (1) risk free interest rate of 0.10%; (2) dividend yield of 0%; (3) volatility factor of 435%; (4) an expected life of the conversion feature of 365 days, and (5) estimated fair value of the company’s common stock of $0.008 per share.
Schedule of derivative liability	Carrying Fair Value Measurements Level 1 Level 2 Level 3 Derivative liability – December 31, 2015 $824,468 $ — $ — $ 824,468 Derivative liability – March 31, 2016 $924,757 $ — $ — $ 924,757 Balance at December 31, 2015 $ 824,468 Initial measurement at issuance date of the notes — Initial measurement due to insufficient shares available for issuance 254,303 Change in derivative liability during the three months ended March 31, 2016 (154,014 ) Balance March 31, 2016 $ 924,757

DERIVATIVE FINANCIAL INSTRUME16

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
Schedule of derivative financial instruments measured at fair value on a recurring basis	The following table presents the components of the Company’s derivative financial instruments associated with convertible promissory notes (Notes 2) which have no observable market data and are derived using the Black-Scholes option pricing model measured at fair value on a recurring basis, using Level 1 and 3 inputs to the fair value hierarchy, at March 31, 2016 and 2015: 2016 2015 Embedded conversion features $ — $ — Warrants — — Insufficient shares 254,303 — Derivative financial instruments $ 254,303 $ —

ORGANIZATION AND BASIS OF PRE17

ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative)	May. 06, 2009shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Shares issued in exchange	100,669,998
Shares returned	59,400,000

ORGANIZATION AND BASIS OF PRE18

ORGANIZATION AND BASIS OF PRESENTATION (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Derivative liability	$ 924,757	$ 824,468
Level 3 [Member]
Derivative liability	$ 924,757	$ 824,468

ORGANIZATION AND BASIS OF PRE19

ORGANIZATION AND BASIS OF PRESENTATION (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Derivative liability, beginning	$ 824,468
Initial measurement due to insufficient shares available for issuance	254,303
Change in derivative liability	(154,014)	$ 800,960
Derivative liability, beginning	$ 924,757

CONVERTIBLE NOTES (Details Narr

CONVERTIBLE NOTES (Details Narrative) - USD ($)	2 Months Ended	3 Months Ended		12 Months Ended
	May. 31, 2015	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Shares of common stock issued as payment on convertible debt				25,000,000
Value of shares of common stock issued as payment of convertible debt				$ 212,500
Accounts payable		$ 168,974		161,473
Accrued interest		83,342		77,608
Convertible debt		445,651		439,418
Change in fair value of derivative		154,014	$ (800,960)
2014 Convertible Debt - Advisor [Member]
Debt face amount		$ 500,000
Debt interest rate		8.00%
Accrued interest		$ 71,315		65,581
Convertible debt		$ 287,500		287,500
Conversion price percentage		50.00%
Fair value of embedded debt derivative		$ 500,842
2014 Convertible Debt [Member]
Debt face amount		$ 173,500
Debt interest rate		10.00%
Accrued interest		$ 12,027		12,027
Convertible debt		$ 0		0
Debt term		24 months
Conversion price percentage		50.00%
Shares issued in conversion of convertible debt	14,660,440
Debt converted into shares	$ 173,500
2015 Convertible Debt [Member]
Debt face amount		$ 175,000
Accounts payable		$ 175,000		175,000
Debt term		1 year
Conversion price percentage		32.50%
Debt payment terms		due in one year and contains a prepayment penalty of $25,000
Fair value of embedded debt derivative		$ 227,746
Business Advisor [Member]
Montly payment for fees		2,500
Accounts payable		$ 57,500		$ 50,000

CONVERTIBLE NOTES (Details)

CONVERTIBLE NOTES (Details)	3 Months Ended
	Mar. 31, 2016$ / shares
Debt Disclosure [Abstract]
Risk free interest rate	10.00%
Dividend yield	0.00%
Volatility factor	435.00%
Expected life of the conversion feature	365 days
Estimated fair value of th company's common stock	$ 0.008

DERIVATIVE FINANCIAL INSTRUME22

DERIVATIVE FINANCIAL INSTRUMENTS (Details)	Mar. 31, 2016USD ($)
Derivative financial instruments, at fair value	$ 254,303
Insufficient Shares [Member]
Derivative financial instruments, at fair value	$ 254,303

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	Jan. 10, 2016	Mar. 31, 2016
Preferred A Stock [Member[
Redemption price		$ 100
Preferred B Stock [Member[
Redemption price		$ 40
Restricted Stock [Member] | Business Advisor [Member]
Stock issued as compensation	$ 15,000
Stock issued as compensation, shares	5,000,000
Chief Executive Officer [Member] | Restricted Stock [Member]
Stock issued as compensation	$ 30,000
Stock issued as compensation, shares	10,000,000
Chief Operating Officer [Member] | Restricted Stock [Member]
Stock issued as compensation	$ 30,000
Stock issued as compensation, shares	10,000,000

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (12,117,968)	$ (11,633,455)