Good Gaming (GMER) 10-Q 10 Jun 16 2016 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information	3 Months Ended
	Mar. 31, 2016shares
Document and Entity Information [Abstract]
Entity Registrant Name	HDS International Corp.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	1,995,290,000
Amendment Flag	false
Entity Central Index Key	1,454,742
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current Assets
Cash	$ 1,013
Due from affiliate	351,829
Total Current Assets	352,842
Other Assets
Gaming Software	1,170,000
Total Other Assets	1,170,000
Total Assets	1,522,842	$ 0
Current Liabilities
Accounts payable and accrued liabilities	$ 104,501	96,141
Accounts payable and accrued liabilities - related party		6,670
Convertible debentures, net of unamortized discount of $0 and $36,088, respectively	$ 75,000	83,300
Derivative liability	765,100	453,741
Total Current Liabilities	944,601	639,852
Convertible debentures, long-term	150,000	50,000
Total Liabilities	1,094,601	689,852
Stockholders' Deficit
Common Stock, Authorized: 2,000,000,000 common shares, with a par value of $0.001 per share Issued and outstanding: 1,995,290,000 and 1,995,290,000 shares, respectively	1,995,290	1,995,290
Stock subscriptions payable	1,286,723
Additional paid-in capital	362,323	309,592
Accumulated deficit	(3,245,293)	(3,018,073)
Total Stockholders' equity (deficit)	399,043	(689,852)
Total liabilities and stockholders' equity (deficit)	1,522,842	0
Class A Preferred Stock
Stockholders' Deficit
Preferred Stock	7,500	7,500
Class B Preferred Stock
Stockholders' Deficit
Preferred Stock	$ 21,698	$ 15,839

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Convertible debentures, net of unamortized discount	$ 0	$ 36,088
Common Stock, authorized (in Shares)	2,000,000,000	2,000,000,000
Common Stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common Stock, issued (in Shares)	1,995,290,000	1,995,290,000
Common Stock, outstanding (in Shares)	1,995,290,000	1,995,290,000
Class A Preferred Stock
Preferred stock, authorized (in Shares)	25,000,000	25,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, issued (in Shares)	7,500,000	7,500,000
Preferred stock, outstanding (in Shares)	7,500,000	7,500,000
Class B Preferred Stock
Preferred stock, authorized (in Shares)	25,000,000	25,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, issued (in Shares)	21,698,873	15,839,300
Preferred stock, outstanding (in Shares)	21,698,873	15,839,300

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Statement [Abstract]
Revenues
Operating Expenses
Consulting fees	$ 6,000	$ 69,835
General and administrative	107,881	8,409
Professional fees	5,000	$ 3,250
Transfer agent fees	41,921
Total Operating Expenses	160,802	$ 81,494
Net Loss Before Other Expenses	(160,802)	(81,494)
Other Income (Expenses)
Interest expense	(3,360)	(22,830)
Debt Restructure	58,300
Loss on Change in fair value of derivative liability	(311,359)	(25,389)
Total Other Income (Expenses)	(256,419)	(48,219)
Net Loss	$ (417,221)	$ (129,713)
Net Loss Per Share, Basic and Diluted
Weighted Average Shares Outstanding	1,995,290,000	406,443,367

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Operating Activities
Net Loss	$ (417,221)	$ (129,713)
Adjustment to reconcile net loss to net cash used in operating activities
Accretion of debt discount	311,359	15,052
Amortization of software	$ 30,000
Amortization of deferred financing costs		505
Loss on change in fair value of derivative liability		$ 25,389
Stock compensation	$ 41,921
Debt Reduction	(58,300)
Changes in operating assets and liabilities
Due from affiliate	83,171
Accounts payable and accrued liabilities	$ 8,360	$ 50,837
Accounts payable and accrued liabilities-related parties		37,857
Net Cash Provided by (Used in) Operating Activities	$ (710)	$ (73)
Financing activities
Proceeds from purchase of Good Gaming	$ 1,723
Proceeds from related parties
Net Cash Provided by (Used in) Financing activities	$ 1,723
Change in Cash	$ 1,013	$ (73)
Cash, Beginning of Period		$ 73
Cash, End of period	$ 1,013
Non-cash investing andd financing activities
Adjustment to Derivative liabilitiy		$ 53,911
Common shares issued for conversion of debt		39,960
Common shares issued for payment of related party payable	$ 6,670
Debt Discount due to beneficial conversion feature		$ 15,500

Nature of Operations and Contin

Nature of Operations and Continuance of Business	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations and Continuance of Business	1. Nature of Operations and Continuance of Business HDS International Corp. (the "Company") was incorporated on November 3, 2008 under the laws of the State of Nevada. The Company is a leading tournament gaming platform and online destination targeting the over 205 million eSports players and participants worldwide that want to compete at the high school or college level. A substantial portion of the Company's activities has involved developing a business plan and establishing contacts and visibility in the marketplace and the Company has not generated any revenue to date. On February 18, 2016, the Company acquired Good Gaming, Inc. from CMG Holdings Group, Inc. (OTCQB: CMGO). Going Concern These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As of March 31, 2016, the Company had a working capital deficiency of $591,759 and an accumulated deficit of $3,215,293. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies (a) Basis of Presentation and Principles of Consolidation The financial statements for the periods ending March 31, 2016 include the accounts of the Company. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company's fiscal year-end is December 31. (b) These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company's fiscal year-end is December 31. (c) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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 Company regularly evaluates estimates and assumptions related to the fair values of convertible debentures, derivative liability, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (d) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of March 31, 2016 and 2015, the Company had no cash equivalents. (e) Intangible Assets Intangible assets are carried at the purchased cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally from fifteen to twenty years. (f) Impairment of Long-Lived Assets Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. (g) Beneficial Conversion Features From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. (h) Derivative Liability From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is records at is fair value calculated by using an option pricing model such as a multi-nominal lattice model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the consolidated statement of operations. (i) Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, (j) Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes, (k) Comprehensive Loss ASC 220, Comprehensive Income (l) Financial Instruments ASC 820, "Fair Value Measurements" Financial Instruments, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis were presented on the Company's balance sheet as at December 31, 2015 and 2014 as follows: Balance, December 31, 2014 Conversions Changes in Fair Values Balance, March 31, 2016 Derivative Liability $ 453,741 $ — $ 311,359 $ 765,100 The carrying values of all of our other financial instruments, which include accounts payable and accrued liabilities, and amounts due to related parties approximate their current fair values because of their nature and respective maturity dates or durations. (m) Recent Accounting Pronouncements The Company has limited operations and is considered to be in the development stage. During the year ended December 31, 2015, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Other Assets

Other Assets	3 Months Ended
	Mar. 31, 2016
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Assets	3. Other Assets The Company valued the software purchased at $1,200,000. The software has a useful life of 5 years. Amortization for the period ending March 31, 2016 is calculated $30,000.

Debt

Debt	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
Debt	4. Debt Convertible Debentures (a) On April 15, 2015, the Company entered into a $100,000 convertible debenture with a non-related party. During the quarter ended June 30, 2015 The Company received the first $50,000 payment. The remaining $50,000 payment will be made at the request of the borrower. No additional payments have been made as of March 31, 2016. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on October 16, 2016. The note is convertible into shares of common stock any time after the maturity date at a conversion rate of 50% of the average of the five lowest closing bid prices of the Company's common stock for the thirty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As of March 31, 2016, the Company recorded accrued interest of $1,260 (December, 31, 2015 $3,894), which has been included in accounts payable and accrued liabilities. The lender has agreed to sell this investment to the Company or to an investor of the Company’s choosing at face value plus interest. (b) On April 1, 2015, we entered into a transaction with Iconic Holdings, LLC (the "Purchaser"), whereby Iconic Holdings agreed to provide up to $600,000 through a structured convertible promissory note (the "Note"), with funds to be received in tranches. The note bears interest of 10% and is due April 1, 2016. The initial proceeds of $40,000 was received on April 9, 2015, with $30,000 remitted and delivered to us, $4,000 retained by the Purchaser as an original issue discount, and $6,000 retained by the Purchaser for legal expenses. In February 2016 as part of a settlement between the lender and the Company, the note along with a remaining balance of $8300 from former JABRO-Asher notes were restructured to a principle amount of $25,000 with a due date of June 18, 2017 and a 0% interest rate. The lender is subject to strict lock-up and leak-out provisions. Additionally, as part of the February 2016 settlement with the lender, the lender funded $100,000 new debentures due August 2018 bearing 0% interest with the lender subject to strict lock-up and leak-out provisions. The Company is currently negotiating the lock-up of these debentures from conversion into common stock for a period of one-year. (c) As part of the asset purchase agreement between HDS International Corp. and CMG Holdings Group, Inc., SirenGPS was issued a $60,000 0% interest convertible debenture that matures in August 2018. The debentures are convertible into common stock at a 20% discount to the 20-day moving average of the Company’s common stock after a period of seven months. The debt is subject to strict lock-up and leak-out provisions. SirenGPS has agreed to sell this security to the Company or to an investor of the Company’s choosing at face value. The Company did not allocate to equity any increase in note value due to the fact that the conversion value was lower than the par value. Thereby creating a zero or negative value.

Derivative Liabilities

Derivative Liabilities	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
Derivative Liabilities	5. Derivative Liabilities The following inputs and assumptions were used to value the convertible debentures outstanding during the period ended March 31, 2016 and December 31, 2015 : The projected annual volatility for each valuation period was based on the historic volatility of the Company of 165% as at December 31, 2015, 167% as at February 6, 2016, 167% as at February 10, 2016, 168% as at February 13, 2016, 168% as at February 18, 2016, 168% as at February 23, 2016, 169% as at March 2, 2016, 170% as at March 3, 2016, 170% as at March 16, 2016, 170% as at March 17, 2016, 170% as at March 19, 2016, 170% as at March 24, 2016171% as at March 25, 2016, and 171% as at March 31, 2016. An event of default would occur 0% of the time, increasing to 1.0% per month to a maximum of 5%. A summary of the activity of the derivative liability is shown below: Balance December 31, 2014 $ 70,290 Adjustment for Conversion (64,767 ) Mark to market adjustment at December 31, 2015 448,218 Balance December 31, 2015 453,741 Adjustment for Conversion - Mark to market adjustment at March 31, 2016 - Balance March 31, 2016 $ 453,741

Common Stock

Common Stock	3 Months Ended
	Mar. 31, 2016
Equity [Abstract]
Common Stock	6. Common Stock Share Transactions for the Quarter Ended March 31, 2016: None

Preferred Stock

Preferred Stock	3 Months Ended
	Mar. 31, 2016
Equity [Abstract]
Preferred Stock	7. Preferred Stock Our Articles of Incorporation authorize us to issue up to 50,000,000 shares of preferred stock, $0.001 par value. Of the 50,000,000 authorized shares of preferred stock, the total number of shares of Class A Preferred Shares the Corporation shall have the authority to issue is Twenty Five Million (25,000,000), with a stated par value of $0.001 per share, and the total number of shares of Class B Preferred Shares the Corporation shall have the authority to issue is Twenty Five Million (25,000,000), with a stated par value of $0.001 per share. Our Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms. We believe that the Board of Directors' power to set the terms of, and our ability to issue, preferred stock will provide flexibility in connection with possible financing or acquisition transactions in the future. The issuance of preferred stock, however, could adversely affect the voting power of holders of common stock and decrease the amount of any liquidation distribution to such holders. The presence of outstanding preferred stock could also have the effect of delaying, deterring or preventing a change in control of our company. Share Sales – Series B Preferred Stock On or around February 18, 2016, as part of the closing of the Good Gaming asset sale by CMG Holdings Group to HDS International Corp., CMG Holdings is due an additional 85,600,000 Series B Preferred Shares. These shares due are currently in the form of a subscription payable by HDS International to CMG Holdings Group. On or around February 18, 2016, our CEO Vikram Grover was issued 859,073 Series B Preferred shares in lieu of compensation due for services rendered to SirenGPS in 2015. On or around February 23, 2016, Andrew Albrecht was issued 2,000,000 Series B Preferred shares as consideration for an investment in the Company. On or around February 26, 2016, William Schultz funded monies to the Company and had a subscription receivable for 2,500,000 Series B Preferred shares as consideration for an investment in the Company. On or around February 26, 2016, Paul Rauner was issued 800,000 Series B Preferred shares as consideration for the strategic change of control transaction with CMG Holdings Group, Inc. On or around February 26, 2016, Galina Berkovich was issued 800,000 Series B Preferred shares as consideration for the strategic change of control transaction with CMG Holdings Group, Inc. On or around February 26, 2016, Bernard Mangold was issued 400,000 Series B Preferred shares as consideration for the strategic change of control transaction with CMG Holdings Group, Inc. On or around March 7, 2016, Silver Lining Management, an entity controlled by David Dorwart, our Director, funded monies to the Company and had a subscription receivable for 5,000,000 Series B Preferred shares as consideration for an investment in the Company. On or around March 15, 2016, Brett Nesland was issued 1,000,000 Series B Preferred shares as consideration for an investment in the Company. The vast majority of the Series B Preferred stock investors have agreed to lock-up their investments for a period of one year as of May 2016.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions	8. Related Party Transactions (a) As at March 31,2016, the Company owes $0 (December 31, 2015 – $570) to the previous President and CEO of the Company for reimbursement of expenses which has been included in accounts payable and accrued liabilities – related parties. The amount owing is unsecured, non-interest bearing, and due on demand. As at March 31, 2016, the Company owes $0 (December 31, 2015 – $6,100) to the previous President and CEO of the Company for reimbursement of expenses which has been included in accounts payable and accrued liabilities – related parties. The amount owing is unsecured, non-interest bearing, and due on demand.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2016
Income Tax Disclosure [Abstract]
Income Taxes	9. Income Taxes The Company has a net operating loss carried forward of $3,245,293 available to offset taxable income in future years which commence expiring in fiscal 2030. The income tax benefit has been computed by applying the weighted average income tax rates of Canada (federal and provincial statutory rates) and of the United States (federal and state rates) of 27% and 27%, respectively, to the net loss before income taxes calculated for each jurisdiction. The tax effect of the significant temporary differences, which comprise future tax assets and liabilities, are as follows: 2016 2015 Income tax recovery at statutory rate $ 22,077 $ 195,612 s Valuation allowance change $ (22,077 ) $ (195,612 ) Provision for income taxes $ - $ - The Significant components of deferred income tax assets and liabilities at March 312, 2016 and December 31, 2015 are as follows: Net operating loss carried forward $ 3,245.293 $ 3,018,073 Valuation allowance $ (3,245,293 ) $ (3,018,073 ) Net deferred income tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2016
Subsequent Events [Abstract]
Subsequent Events	10. Subsequent Events On or around April 5, 2016, Pecan Bluff Investments LLC, funded monies to the Company and had a subscription receivable for 2,500,000 Series B Preferred shares as consideration for an investment in the Company. On or around April 5, 2016, Fly Faster LLC, funded monies to the Company and had a subscription receivable for 2,500,000 Series B Preferred shares as consideration for an investment in the Company. On or around April 5, 2016, Independent Drug Distributors LLC, funded monies to the Company and had a subscription receivable for 5,000,000 Series B Preferred shares as consideration for an investment in the Company. On or around April 7, 2016, Silver Linings Management, LLC funded the Company $13,439.50 in the form of convertible debentures secured by certain high-powered gaming machines purchased from XIDAX. The notes bear interest at a rate of 10% per annum payable in cash or kind at the option of the Company, mature April 1, 2018, and are convertible into Series B Preferred shares at the option of the holder at any time. On or around April 14, 2016, the Company formed and advisory Board and engaged Syndicate Studios, LLC for consulting services and issuing the Syndicate Studios 100,000,000 warrants with a two-year expiration and a strike price of $0.0002. The warrants do not vest for one year and are subject to mutually agreed to performance criteria. Sean Stalzer, owner of The Syndicate, has already been instrumental in introducing the Company to games publishers, members of the media, and gamers who have been vetting the Good Gaming 2.0 platform for the past few months. On or around April 8, 2016, David Dorwart, our Director, funded monies to the Company and has a subscription receivable for 5,000,000 Series B Preferred shares as consideration for an investment in the Company. On or around April 22, 2016, William Crusoe was issued 1,000,000 Series B Preferred shares as consideration for an investment in the Company. The investor has since agreed to lockup his shares for a period of one year. On or around April 22, 2016, Francesca Dorwart was issued 1,000,000 Series B Preferred shares as consideration for an investment in the Company. The vast majority of the Series B Preferred stock investors have agreed to lock-up their investments for a period of one year as of May 2016.

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Basis of Presentation	(a) Basis of Presentation and Principles of Consolidation The financial statements for the periods ending March 31, 2016 include the accounts of the Company. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company's fiscal year-end is December 31. (b) These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company's fiscal year-end is December 31.
Use of Estimates	(c) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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 Company regularly evaluates estimates and assumptions related to the fair values of convertible debentures, derivative liability, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents	(d) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of March 31, 2016 and 2015, the Company had no cash equivalents.
Intangible Assets	(e) Intangible Assets Intangible assets are carried at the purchased cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally from fifteen to twenty years.
Impairment of Long-Lived Assets	(f) Impairment of Long-Lived Assets Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
Beneficial Conversion Features	(g) Beneficial Conversion Features From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.
Derivative Liability	(h) Derivative Liability From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is records at is fair value calculated by using an option pricing model such as a multi-nominal lattice model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the consolidated statement of operations.
Basic and Diluted Net Loss Per Share	(i) Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings Per Share,
Income Taxes	(j) Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes,
Comprehensive Loss	(k) Comprehensive Loss ASC 220, Comprehensive Income
Financial Instruments	(l) Financial Instruments ASC 820, "Fair Value Measurements" Financial Instruments, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis were presented on the Company's balance sheet as at December 31, 2015 and 2014 as follows: Balance, December 31, 2014 Conversions Changes in Fair Values Balance, March 31, 2016 Derivative Liability $ 453,741 $ — $ 311,359 $ 765,100 The carrying values of all of our other financial instruments, which include accounts payable and accrued liabilities, and amounts due to related parties approximate their current fair values because of their nature and respective maturity dates or durations.
Recent Accounting Pronouncements	(m) Recent Accounting Pronouncements The Company has limited operations and is considered to be in the development stage. During the year ended December 31, 2015, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Assets and liabilities measured at fair value on a recurring basis	Balance, December 31, 2014 Conversions Changes in Fair Values Balance, March 31, 2016 Derivative Liability $ 453,741 $ — $ 311,359 $ 765,100

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
Derivative liability	Balance December 31, 2014 $ 70,290 Adjustment for Conversion (64,767 ) Mark to market adjustment at December 31, 2015 448,218 Balance December 31, 2015 453,741 Adjustment for Conversion - Mark to market adjustment at March 31, 2016 - Balance March 31, 2016 $ 453,741

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended
	Mar. 31, 2016
Income Tax Disclosure [Abstract]
Income tax benefit	2016 2015 Income tax recovery at statutory rate $ 22,077 $ 195,612 Valuation allowance change $ (22,077 ) $ (195,612 ) Provision for income taxes $ - $ -
Deferred income tax assets and liabilities	2016 2015 Net operating loss carried forward $ 3,245.293 $ 3,018,073 Valuation allowance $ (3,245,293 ) $ (3,018,073 ) Net deferred income tax asset $ - $ -

Nature of Operations and Cont20

Nature of Operations and Continuance of Business (Details Narrative) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working captial deficiency	$ 591,759
Accumulated deficit	$ (3,245,293)	$ (3,018,073)

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2016shares
Summary Of Significant Accounting Policies Details
Earnings Per Share, Potentially Dilutive Securities	90,000,000

Summary of Significant Accoun22

Summary of Significant Accounting Policies (Details) - Assets and Liabilities Measured on a Recurring Basis (USD $)	3 Months Ended
	Mar. 31, 2016USD ($)
Assets and liabilities measured at fair value on a recurring basis [Rollforward]
Derivative Liability, beginning	$ 453,741
Changes in Fair Values	311,359
Derivative Liability, ending	$ 765,100

Other Assets (Details Narrative

Other Assets (Details Narrative)	3 Months Ended
	Mar. 31, 2016USD ($)
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Software	$ 1,200,000
Life of software	5 years
Amortization of software	$ 30,000

Debt (Details)

Debt (Details)	3 Months Ended
	Mar. 31, 2016USD ($)	Mar. 31, 2015USD ($)	Dec. 31, 2015USD ($)
Debt Conversion [Line Items]
Debt Conversion, Converted Instrument, Amount		$ 39,960
Amortization of Debt Discount (Premium)		$ 15,500
Convertible Debenture, April 15, 2015 [Member]
Debt Conversion [Line Items]
Issue Date	Apr. 15, 2015
Debt Instrument, Face Amount	$ 100,000
Debt Instrument, Interest Rate, Effective Percentage	10.00%
Proceeds of debt receivable	$ 50,000
Proceeds to be distributed	$ 50,000
Due date	Oct. 16, 2016
Debt Instrument, Convertible, Conversion Ratio	0.50
Accrued interest	$ 1,260		$ 3,894
Convertible Debenture, April 1, 2015 [Member]
Debt Conversion [Line Items]
Issue Date	Apr. 1, 2015
Debt Instrument, Face Amount	$ 600,000
Debt Instrument, Interest Rate, Effective Percentage	10.00%
Debt amount distributed	$ 40,000
Proceeds of debt receivable	30,000
Original issue discount	4,000
Legal expenses	$ 6,000
Due date	Apr. 1, 2016
Debt Instrument, Convertible, Conversion Ratio	0.50
Convertible Debenture, April 1, 2015 Settlement Agreement [Member]
Debt Conversion [Line Items]
Issue Date	Feb. 1, 2016
Debt Instrument, Face Amount	$ 25,000
Debt Instrument, Interest Rate, Effective Percentage	0.00%
Equity Method Investment, Ownership Percentage	99.90%
Due date	Jun. 18, 2017
Convertible Debenture, February 2016 [Member]
Debt Conversion [Line Items]
Issue Date	Feb. 1, 2016
Debt Instrument, Face Amount	$ 100,000
Debt Instrument, Interest Rate, Effective Percentage	0.00%
Due date	Aug. 31, 2018
Convertible Debenture, SirenGPS [Member]
Debt Conversion [Line Items]
Debt Instrument, Interest Rate, Effective Percentage	0.00%
Debt Instrument, Convertible, Conversion Ratio	0.20
Debt Conversion, Converted Instrument, Amount	$ 60,000

Derivative Liabilities - Deriva

Derivative Liabilities - Derivative liability (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Derivative Liability [Rollforward]
Derivative Liability (in Dollars) , beginning	$ 453,741	$ 70,290
Adjustment for conversion		(64,767)
Mark to market adjustment		448,218
Derivative Liability (in Dollars), ending	$ 453,741	$ 453,741

Derivative Liabilities Expected

Derivative Liabilities Expected Votality (Details Narrative)	Mar. 26, 2016	Mar. 24, 2016	Mar. 20, 2016	Mar. 16, 2016	Mar. 04, 2016	Mar. 02, 2016	Feb. 23, 2016	Feb. 18, 2016	Feb. 13, 2016	Feb. 10, 2016	Feb. 06, 2016	Mar. 31, 2016	Dec. 31, 2015
Derivative Liabilities Expected Votality Details Narrative
Fair Value Assumptions, Expected Volatility Rate	171.00%	170.00%	170.00%	170.00%	170.00%	169.00%	168.00%	168.00%	168.00%	167.00%	167.00%	171.00%	165.00%

Derivative Liabilities (Details

Derivative Liabilities (Details Narrative)	3 Months Ended
	Mar. 31, 2016
Minimum [Member]
Derivative [Line Items]
Fair Value Assumptions, Risk Free Interest Rate monthly increase	1.00%
Fair Value Inputs, Probability of Default	0.00%
Maximum [Member]
Derivative [Line Items]
Fair Value Assumptions, Risk Free Interest Rate monthly increase	5.00%

Preferred Stock (Details Narrat

Preferred Stock (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Preferred Stock
Preferred stock, authorized (in Shares)	50,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001
Common Stock
Share increase	4,489,774
Class A Preferred Stock
Preferred stock, authorized (in Shares)	25,000,000	25,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, issued (in Shares)	7,500,000	7,500,000
Preferred stock, outstanding (in Shares)	7,500,000	7,500,000
Preferred Stock, Conversion Basis	20 common shares
Class B Preferred Stock
Preferred stock, authorized (in Shares)	25,000,000	25,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, issued (in Shares)	21,698,873	15,839,300
Preferred stock, outstanding (in Shares)	21,698,873	15,839,300
Preferred Stock, Conversion Basis	200 common shares

Preferred Stock -Share Sales (D

Preferred Stock -Share Sales (Details Narrative) - USD ($)	Mar. 16, 2016	Feb. 26, 2016	Feb. 23, 2016	Feb. 18, 2016	Mar. 31, 2016	Mar. 07, 2016
Stock subscriptions payable					$ 1,286,723
CMG Holdings Group [Member]
Stock subscriptions payable				$ 85,600,000
CEO Vikram Grover [Member]
Shares issued for services, shares				859,073
Anderw Albrecht [Member]
Stock Issued During Period for Investment (in Shares)			2,000,000
William Schultz [Member]
Subscription Receivable		$ 2,500,000				$ 5,000,000
Paul Rauner [Member]
Stock Issued During Period, Shares		800,000
Galina Berkovich [Member]
Stock Issued During Period, Shares		800,000
Bernard Mangold [Member]
Stock Issued During Period, Shares		400,000
Brett Nesland [Member]
Stock Issued During Period for Investment (in Shares)	1,000,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
President and CEO [Member]
Accounts Payable, Related Parties	$ 0	$ 570
President and CEO Additional[Member]
Accounts Payable, Related Parties	$ 0	$ 6,100

Commitments (Details Narrative)

Commitments (Details Narrative) - USD ($)	Apr. 09, 2014	Oct. 02, 2012	Jul. 18, 2012	Oct. 12, 2011
Commitments and Contingencies Disclosure [Abstract]
Consulting Agreement, monthly	$ 500	$ 3,000	$ 3,750	$ 3,000

Income Taxes - Income tax benef

Income Taxes - Income tax benefit (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Income tax recovery at statutory rate	$ 22,077	$ 195,612
Valuation allowance change	$ (22,077)	$ (195,612)
Provision for income taxes

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 3,245,293	$ 3,018,073
Expiration date	Dec. 31, 2030
Statutory rate	27.00%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Apr. 22, 2016	Apr. 14, 2016	Apr. 08, 2016	Apr. 07, 2016	Apr. 05, 2016
Pecan Bluff Investments, LLC [Member]
Subsequent Event [Line Items]
Subscription Receivable					$ 2,500,000
Fly Faster LLC [Member]
Subsequent Event [Line Items]
Subscription Receivable					2,500,000
Independent Drugs Distribution LLC [Member]
Subsequent Event [Line Items]
Subscription Receivable					$ 5,000,000
David Dorwart[Member]
Subsequent Event [Line Items]
Subscription Receivable			$ 5,000,000
Wililam Crusoe[Member]
Subsequent Event [Line Items]
Stock Issued During Period for Investment (in Shares)	1,000,000
Francesca Dorwart[Member]
Subsequent Event [Line Items]
Stock Issued During Period for Investment (in Shares)	1,000,000
Silver Linings Management LLC[Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount				$ 13,439
Debt Instrument, Interest Rate, Effective Percentage				10.00%
Syndicate Studios, LLC [Member]
Subsequent Event [Line Items]
Warrants Issued		100,000,000
Strike price		$ 0.0002