Metrospaces (MSPC) 10-K 21 Mar 17 2015 FY Annual report Financial data

Document Entity Information

Document Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 15, 2017	Jun. 30, 2015
Document Entity Information [Abstract]
Entity Registrant Name	METROSPACES, INC.
Entity Central Index Key	1,488,501
Trading Symbol	mspc
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding		2,340,525,568
Entity Public Float			$ 338,000
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	FY

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2015	Dec. 31, 2014
ASSETS
Cash and cash equivalents	$ 58,668
Accounts receivable	1,033
Inventory	11,223
Prepaid and other current assets	174,979	39,010
Total Current Assets	245,903	39,010
Advance payment for Real property	369,891	369,991
Investment in non-consolidated subsidiary	159,910	150,000
Property and equipment, net	4,456,832
Goodwill
TOTAL ASSETS	5,232,536	559,001
Liabilities
Bank overdraft payable		166
Accounts payable	71,440
Accrued expenses	608,184	68,750
Accrued interest - related party	74,312	52,013
Sales deposit	34,046	34,046
Long term debt related party		400,000
Notes payable -related parties	16,990	166,590
Current portion of convertible notes payable, net of discount of $77,992 and $12,365	90,032	64,528
Note payable	10,000	10,000
Derivative liability	11,904,682	2,645,300
Total Current Liabilities	12,809,686	3,441,393
Convertible notes payable, net discount of $100,406 and $0	51,276
TOTAL LIABILITIES	12,860,962	3,441,393
STOCKHOLDERS' DEFICIT
Preferred stock, $0.000001 par value, 8,000,000 shares authorized
Common Stock, $0.000001 par value, 10,000,000,000 shares authorized 1,784,461,982 and 846,745 shares issued and outstanding	1,785	847
Additional paid in capital	6,747,974	1,160,693
Accumulated other comprehensive loss	(139,528)
Accumulated deficit	(14,238,658)	(4,043,932)
TOTAL STOCKHOLDERS' DEFICIT	(7,628,426)	(2,882,392)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	5,232,536	559,001
Preferred Class B [Member]
STOCKHOLDERS' DEFICIT
Preferred stock, $0.000001 par value, 8,000,000 shares authorized	1
Preferred Class C [Member]
STOCKHOLDERS' DEFICIT
Preferred stock, $0.000001 par value, 8,000,000 shares authorized	0
Preferred Class D [Member]
STOCKHOLDERS' DEFICIT
Preferred stock, $0.000001 par value, 8,000,000 shares authorized

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Convertible note payable related parties discount	$ 77,992	$ 12,365
Convertible note payable discount	$ 100,406	$ 0
Preferred stock, par value per share (in dollars per share)	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	8,000,000	8,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value per share (in dollars per share)	$ 0.000001	$ 0.000001
Common stock, shares authorized	10,000,000,000	10,000,000,000
Common stock, shares issued	1,784,461,982	846,745
common stock shares outstanding (in dollars)	1,784,461,982	846,745
Preferred Class B [Member]
Preferred stock, par value per share (in dollars per share)	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	1,200,000	1,200,000
Preferred stock, shares outstanding	1,200,000	1,200,000
Preferred Class C [Member]
Preferred stock, par value per share (in dollars per share)	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued	45,354	45,354
Preferred stock, shares outstanding	45,354	45,354
Preferred Class D [Member]
Preferred stock, par value per share (in dollars per share)	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	400,000	400,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Consolidated Statement of Opera

Consolidated Statement of Operations - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Revenue	$ 214,171
Cost of revenue	119,253
Gross profit	94,918
Operating Expenses
General and administrative expenses	600,275	65,648
Total operating expenses	600,275	65,648
Operating Loss	(505,357)	(65,648)
Other Income (expense)
Interest expense	(12,321,666)	(369,609)
Gain (loss) on change in fair value of derivative	749,974	(3,012,339)
Gain (loss) on extinguishment of debt	1,882,323	(124,753)
Total other income (expense)	(9,689,369)	(3,506,701)
Net loss before taxes	(10,194,726)	(3,572,349)
Income tax benefit
Net loss	(10,194,726)	(3,572,349)
Preferred stock dividend	(332,042)
Net Loss attributable to common stockholder	(10,526,768)	(3,572,349)
Other comprehensive income (loss)
Foreign currency transaction adjustment	(139,528)
Comprehensive Loss	$ (10,334,254)	$ (3,572,349)
Net loss per common share - basic and diluted (in dollars per share)	$ (0.01)	$ (168.77)
Weighted average of common shares - basic and diluted (in shares)	1,634,607,933	21,167

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities
Net loss	$ (10,194,726)	$ (3,572,349)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	30,286
Stock-based compensation	280,519
Payment of expenses by issuances of convertible notes	100,976
Salary accrued to related party	11,250
Non-cash interest expense	12,283,517	367,417
(Gain) loss on change in fair value of derivative	(749,974)	3,012,339
(Gain) loss on extinguishment of debt	(1,882,323)	124,753
Changes in operating assets and liabilities:
Accounts receivable	41,220
Inventory	(11,223)
Prepaid expenses and other assets	55,321	10,000
Increase (decrease) in operating liabilities:
Accounts payable	17,751	4,995
Accrued expenses	(14,432)	29,000
Net Cash Used in Operating Activities	(142,480)	(43,845)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from acquisition	29,415
Investment	(9,910)
Net Cash provided by Investing Activities	19,505
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft	(166)	166
Proceeds from issuance of note payable	216,860	40,000
Repayment of note payable	(56,100)
Proceeds from issuance of stock	400
Proceeds from stockholder loans		500
Net Cash Provided By Financing Activities	160,994	40,666
Effect of exchange rate on cash	20,649
Net increase (decrease) in cash and cash equivalents	58,668	(3,179)
Cash and cash equivalents, beginning of period		3,179
Cash and cash equivalents, end of period	58,668
Supplemental cash flow information
Cash paid for interest
Cash paid for taxes
Non-cash transactions:
Derivative liability recognized as debt discount	2,974,163	300,000
Conversion of convertible debt into common stock	38,234	223,107
Conversion of convertible debt into series C preferred stock	3,412,064
Common Stock issued from conversion of convertible debt	1,678,247	1,065,533
Series B preferred stock issued from conversion of debt	550,000
Preferred stock dividend accrued	$ 332,042

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Deficit - USD ($)	Preferred Class B [Member]	Preferred Class C [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income	Accumulated Deficit	Total
Balance (in shares) at Dec. 31, 2013			4,860
Balance at Dec. 31, 2013			$ 0	$ 42,000		$ (471,583)	$ (429,583)
Issuance of common stock upon conversion of convertible debt (in shares)			41,885
Issuance of common stock upon conversion of convertible debt			$ 0	1,065,533			1,065,533
Stock compensation (in shares)			800,000
Stock compensation			$ 1	(1)
Translation adjustment				54,007			54,007
Net loss						(3,572,349)	(3,572,349)
Balance (in shares) at Dec. 31, 2014			846,745
Balance at Dec. 31, 2014			$ 1	1,161,539		(4,043,932)	(2,882,392)
Series B Preferred stock issued upon conversion of long term loan, Shares	600,000
Series B Preferred stock issued upon conversion of long term loan, Amount	$ 1			549,999			550,000
Series B Preferred stock issued as compensation, Shares	600,000
Series B Preferred stock issued as compensation, Amount				50,000			50,000
Preferred stock dividend				(332,042)			(332,042)
Series C Preferred stock upon conversion of note, Shares		45,354
Series C Preferred stock upon conversion of note, Amount		$ 0		3,412,064			3,412,064
Issuance of common stock upon conversion of convertible debt (in shares)			189,384,349
Issuance of common stock upon conversion of convertible debt			$ 189	1,679,094			1,679,282
Stock compensation (in shares)			1,594,230,888
Stock compensation			$ 1,595	227,321			228,916
Translation adjustment					$ (139,528)		(139,528)
Net loss						(10,194,726)	(10,194,726)
Balance (in shares) at Dec. 31, 2015	1,200,000	45,354	1,784,461,982
Balance at Dec. 31, 2015	$ 1	$ 0	$ 1,785	$ 6,747,974	$ (139,528)	$ (14,238,658)	$ (7,628,426)

Note 1 - Business

Note 1 - Business	12 Months Ended
	Dec. 31, 2015
Nature Of Business [Abstract]
Business	Note 1 – Business Metrospaces, Inc. (the “Company”) was incorporated as “Strata Capital Corporation” on December 10, 2007, under the laws of the State of Delaware. Urban Spaces, Inc. (“Urban Spaces”) was incorporated on April 3, 2012, under the laws of the State of Nevada and thereafter formed Urban Properties LLC, a Delaware limited liability company and its 99.9% owned subsidiary (“UPLLC”). Through Urban Spaces and its subsidiaries, the Company builds, sells and manages condominium properties located in Argentina and Venezuela. On January 13, 2015, the Company acquired all of the outstanding shares of stock of Bodega IKAL, S.A., an Argentine corporation (“IKAL”), and Bodega Silva Valent S.A., an Argentine corporation, which collectively own 185 acres of vineyards, from which they currently sell grapes to local wineries. Through its 60% owned - subsidiary Caribe Mar, C.A. (“Carib Mar”), the Company is planning to build a hotel on Coche Island in the State of Nueva Esparta, Venezuela.

Note 2 - Significant accounting

Note 2 - Significant accounting policies	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Significant accounting policies	Note 2 – Significant accounting policies Basis of Consolidation The financial statements have been prepared on a consolidated basis, with the Company’s subsidiaries, Bodega IKAL S.A. and Bodega Silva Valent S.A. No intercompany balances or transactions exist during the period ended December 31, 2015. Use of Estimates The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents. Real Property Real property is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. Investments in non-consolidated subsidiaries Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company’s ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company’s proportionate share of the investees’ net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company’s share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets The Company evaluates the recoverability of property and equipment and finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charge during the years presented. The Company reviews goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company has elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment under Accounting Standards Update (ASU) No. 2011-08, Goodwill and Other (Topic 350): Testing Goodwill for Impairment, In addition to the recoverability assessment, the Company routinely reviews the remaining estimated useful lives of property and equipment and finite-lived intangible assets. If we reduce the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized or depreciated over the revised estimated useful life. Revenue Recognition The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. The Company generally recognizes revenue from grape sales upon delivery to the customer. The Company does not have any allowance for returns because grapes are accepted upon delivery. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. Fair Value Measurement The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The derivative liability in connection with the conversion feature of the convertible debt, classified as a level 3 liability, is the only financial liability measured at fair value on a recurring basis. The change in the level 3 financial instrument is as follows: Balance January 1, 2014 $ — Issued during the year ended 545,061 Converted during the year (912,100 ) Change in fair value recognized in operations 3,012,339 Balance December 31, 2014 2,645,300 Balance January 1, 2015 2,645,300 Issued during the year ended 14,540,743 Converted during the year (4,531,387 ) Change in fair value recognized in operations (749,974 ) Balance December 31, 2015 $ 11,904,682 The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following assumptions at December 31, 2015: Estimated Dividends None Expected Volatility 100.89% to 850.00% Risk free interest rate 0.57 % Expected term 0.10 to 1.52 years Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: We record when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. During the year ended December 31, 2015, the Company recognized a gain on extinguishment of $1,882,323 from the conversion of convertible debt with a bifurcated conversion option. Foreign Currency Translation The functional currency of Bodega IKAL, S.A and Bodega Silva Valent S.A. is denominated in Argentine peso. Assets and liabilities of these operations are translated into United States dollar equivalents using the exchange rates in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates during each period. Adjustments resulting from the process of translating foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive income in shareholders’ deficit.

Note 3 - Going Concern

Note 3 - Going Concern	12 Months Ended
	Dec. 31, 2015
Going Concern [Abstract]
Going Concern	Note 3 – Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated minimal revenues, has an accumulated deficit of $14,238,658, and stockholders’ deficit of $7,628,426, as of December 31, 2015. The continuation of the Company as a going concern is dependent upon, among other things, continued financial support from its stockholders and the attainment of profitable operations. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. There is no assurance that the Company will be able to generate revenues in the future. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern. Management plans to alleviate the going concern issues through future equity and debt financing opportunities currently being pursued.

Note 4 - Acquisitions

Note 4 - Acquisitions	12 Months Ended
	Dec. 31, 2015
Business Combinations [Abstract]
Note 4 - Acquisitions	Note 4 – Acquisitions On January 13, 2015, the Company acquired all of the outstanding shares of common stock of Bodega IKAL, S.A., and all of the outstanding shares of common stock of Bodega Silva Valent S.A., both of which are Argentine corporations which collectively own 185 acres of vineyards that produce grapes that they sell to local wineries. The initial consideration for these shares was a convertible promissory note in the principal amount of $4,500,000. The acquisitions have been recorded in accordance with the acquisition method of accounting and have included the financial results of the acquired companies from the date of acquisition. On June 13, 2015, the unpaid $4,443,000 of the unpaid principal of the note was exchanged for 45,354 shares of Series C PIK Convertible Preferred Stock. For a description of this series, see Note 14. he Company accounted for this exchange as an extinguishment of debt, whereby it recorded the fair value of its Series C PIK Convertible Preferred Stock based on a third party valuation of the stock, and recorded the difference between the fair value, the carrying value of the debt (net of discount) and the bifurcated conversion option, which aggregated $1,687,807 and recorded as a gain on extinguishment of debt. Pro forma historical results of operations have not been presented because they are not material to the consolidated statement of operations. On June 4, 2015, the company entered into agreements under which agreed to acquire 60% of the shares of Caribe Mar, C.A. (“Caribe Mar”). Caribe Mar owns 129,000 square feet of land on Coche Island in the State of Nueva Esparta, Venezuela, on which it plans to build a hotel. After the hotel is built, the Company plans either to operate it or enter into an arrangement with a third party for its operation. On November 14, 2014, the Company issued 2,000 shares of its Series D PIK Convertible Preferred Stock and at the closing will pay $50,000 in cash. For a description of this series, see Note 14. The Company has also agreed to deliver 2,500 shares of its Series D PIK Convertible Preferred Stock to Oscar Brito, one of its officers at the closing. The Company has estimated the fair value assets acquired and liabilities assumed as part of the acquisition and is currently undergoing a formal valuation and will adjust these estimates accordingly within the one year measurement period. The following table summarizes the estimated fair values assigned to the assets acquired and liabilities assumed: Net current assets $ 376,514 Land 3,911,486 Equipment 212,000 Net Assets Acquired 4,500,000 Consideration 4,500,00 0

Note 5 - Advance payment for Re

Note 5 - Advance payment for Real Property	12 Months Ended
	Dec. 31, 2015
Advance Payment For Real Property [Abstract]
Advance payment for Real Property	Note 5 – Advance payment for Real Property The Company purchased from GBS Capital Partners, Inc. (“GBS”), a related party, the right to receive 9 loft-type condominium units from their builder upon the completion of these units (See note 9). As consideration for this purchase, the Company agreed to pay $750,000 to GBS, without interest (See note 6). The Company has imputed interest on this obligation at the rate of 8% per annum and has recorded the advance payment net of such imputed interest at a cost of $665,984. On December 5, 2014, the Company entered into an agreement with GBS to return 4 of the 9 loft-type condominium units in exchange for $350,000 of the debt. The value assigned to the units returned was $295,993 which after the exchange of the debt resulted in a gain of $54,007, which has been recorded as an equity transaction with related parties. The remaining 5 units will be offered for sale upon their acquisition.

Note 6 - Investment in non-cons

Note 6 - Investment in non-consolidated subsidiary	12 Months Ended
	Dec. 31, 2015
Investment In Non Consolidated Subsidiary [Abstract]
Investment in non-consolidated subsidiary	Note 6 – Investment in non-consolidated subsidiary On December 3, 2012, UPLLC assigned to GBS Fund I, LLC, a Florida limited liability company (the “Fund”), UPLLC’s rights to acquire all of the outstanding shares of Promotora Alon-Bell, C.A., a Venezuelan corporation which owns vacant land located in Venezuela upon which a condominium project is to be constructed. UPLLC had acquired such rights from a stockholder of the Company in exchange for a promissory note in the principal amount of $150,000. (See note 7.) This stockholder had acquired his rights to acquire these shares under an agreement with their holders, pursuant to which he paid them $150,000 in cash. This investment, which represents an interest of 26.32% in the Fund, is being accounted for under the cost method of accounting due to the Company not having any significant influence. The Fund acquired the shares in Promotora Alon-Bell, C.A. on December 16, 2012.The Company has not recognized any gain or loss from its investment since the subsidiary has not yet commenced any operations.

Note 7 - Long Term Debt-Related

Note 7 - Long Term Debt-Related Party	12 Months Ended
	Dec. 31, 2015
Long Term Debt Related Party [Abstract]
Long Term Debt - Related Party	Note 7 – Long Term Debt – Related Party On April 13, 2012, the Company entered into an agreement to purchase nine condominium units from GBS Capital Partners (GBS), a related party of the Company, in exchange for a two year non-interest bearing note payable. Interest has been imputed at a rate of 8% per annum. The Company has recorded an initial debt discount of $84,016 related to the imputed interest which was amortized on the effective interest rate method over the term of the note, which was fully amortized as of December 31, 2014. On December 5, 2014, the Company entered into an agreement with GBS to return 4 of the 9 loft-type condominium units in exchange for $350,000 of the debt leaving a remaining balance of $400,000 on December 31, 2014, which was past due. On February 19, 2015, the Company exchanged the $400,000 of debt to GBS described above for 450,000 shares of Series B PIK Convertible Preferred Stock, $150,000 of debt to the Company’s shareholder referred to in Note 8 for 150,000 such shares and issued 600,000 shares of such stock to the Company’s chief executive officer under his employment agreement. For a description of this series, see Note 14.

Note 8 - Notes Payable-Related

Note 8 - Notes Payable-Related Parties	12 Months Ended
	Dec. 31, 2015
Notes Payable Related Parties [Abstract]
Notes Payable - Related Parties	Note 8 – Notes Payable – Related Parties Notes Payable – Related Party (a) $150,000 promissory note payable to a shareholder of the Company incurred for the transfer of an option to purchase the outstanding shares of Promotora Alon-Bell, C.A. (See Note 6), which was due April 20, 2014, and bears interest at the rate of 11% per annum. Interest expense for the year ended December 31, 2014, charged to the statement of operations was $16,500. Accrued interest of $45,375 on this note is included in accrued interest on the accompanying balance sheet. See Note 14. On February 19, 2015 the Company exchanged the $150,000 of debt in exchange for 150,000 shares of newly designated shares of series B preferred stock. (b) During the period from the inception of Urban Spaces (April 3, 2012) through December 31, 2014, a stockholder of the Company paid operating expenses of the Company in the amount of $16,090. These amounts were recorded as a loan payable, bearing no interest and due on demand.

Note 9 - Acquisition Note Payab

Note 9 - Acquisition Note Payable	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 9 - Acquisition Note Payable	Note 9 – Acquisition Note Payable In connection with the acquisition referred to in Note 4, the Company issued a convertible promissory note in the principal amount of $4,500,000. The note was convertible at, at any time at the option of the holder, into shares of Common Stock, as provided therein. The Company has determined that the conversion feature embedded in the note constituted a derivative and it has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt or a charge to interest expense where the derivative exceeds the carrying value of the note, on the accompany balance sheet, and revalued to fair market value at each reporting period. During the year ended December 31, 2015, the Company made principal payments aggregating $56,100. On June 13, 2015, the Company exchanged the unpaid $4,443,900 of the note and accrued interest thereon for 45,354 shares of our Series C PIK Convertible Preferred Stock.

Note 10 - Notes Payable

Note 10 - Notes Payable	12 Months Ended
	Dec. 31, 2015
Notes Payable [Abstract]
Notes Payable	Note 10 – Notes Payable On August 28, 2013 the Company received a $10,000 bridge loan from a nonrelated party. The loan bears interest at 15% per annum and matured on February 14, 2014. The loan remains past due and the Company has continued to accrue interest on the note until an agreement with the lender for repayment has been reached.

Note 11 - Convertible Note Paya

Note 11 - Convertible Note Payable	12 Months Ended
	Dec. 31, 2015
Debt Disclosure [Abstract]
Convertible Note Payable	Note 11 – Convertible Notes Payable At December 31, 2015 and 2014, convertible notes payable consisted of the following: December 31, December 31, 2015 2014 On February 25, 2014, the Company entered into a Convertible Note Agreement in the principal amount of $40,000 with an unrelated third party. The note bears interest at 8% per annum and is convertible into shares of the Company’s common stock at the option of the holder at a purchase price equal to 58% of the lowest closing bid price of the Company’s common stock for fifteen prior trading days upon which a notice of conversion is received by the Company. The note matures on February 25, 2015, but may be redeemed by the Company for a) an amount equal to 125% of the unpaid principal if redeemed within the first 90 days of the note, b) an amount equal to 140% of the unpaid principal if redeemed after the 91st day but before the 151st day of the note, or c) an amount equal to 150% of the unpaid principal if redeemed after the 151st day but before the 180th day of the note. The note may not be redeemed by the Company after 180 days. The note has been discounted by its beneficial conversion feature of $6,444 at December 31, 2014. As at December 31, 2015, convertible note of $40,000 was converted and no discount remained. $ - $ 40,000 On February 25, 2014, the Company entered into a Convertible Note Agreement in the principal amount of $40,000 with an unrelated third party, and an additional $42,000 on February 10, 2015. The notes bear interest at 8% per annum and are convertible into shares of the Company’s common stock at the option of the holder at a purchase price equal to 58% of the lowest closing bid price of the Company’s common stock for fifteen prior trading days upon which a notice of conversion is received by the Company. The note matures on February 10, 2016, but may be redeemed by the Company for a) an amount equal to 125% of the unpaid principal if redeemed within the first 90 days of the note, b) an amount equal to 140% of the unpaid principal if redeemed after the 91st day but before the 151st day of the note, or c) an amount equal to 150% of the unpaid principal if redeemed after the 151st day but before the 180th day of the note. The note may not be redeemed by the Company after 180 days. Since the inception of the note $40,0000 of principal of the note was converted into shares of common stock according to the terms of the convertible instrument. 73,500 - On March 23 2015, the Company entered into a Convertible Note Agreement in the principal amount of $29,000 with an unrelated third party and an additional $37,000 on April 8, $21,936 on April 17, $9,800 on April 29, 2015. The notes bear interest at 10% per annum and are convertible into shares of the Company’s common stock at the option of the holder at a purchase price equal to 2.5% of the current market price which is the average of the daily closing price for a share of common stock for the three consecutive trading days ending on the trading day immediately prior to the day on which a conversion notice is delivered. The notes mature on the date which is one year after the agreement date. 97,736 - On May 8, 2015, the Company entered into a Convertible Note Agreement in the principal amount of $7,000 with an unrelated third party and an additional $25,000 on May 29, 2015, $10,000 on July 8, 2015, $16,000 on July 28, $8,000 on August 11, 2015, $17,600 on August 25, 2015 and $6,000 on September 24, 2015. The notes bears interest at 10% per annum and are convertible into shares of the Company’s common stock at the option of the holder at a purchase price equal to 2.5% of the current market price which is the average of the daily closing price for a share of common stock for the three consecutive trading days ending on the trading day immediately prior to the day on which a conversion notice is delivered. The note matures on the date which is one year after the agreement date. 121,100 - On July 28, 2015, the Company entered into a Convertible Note Agreement in the principal amount of $25,000 with an unrelated third party. The notes bears interest at 12% per annum and are convertible into shares of the Company’s common stock at the option of the holder at a purchase price equal to 50% multiplied by the lowest closing bid price for the Common Stock during the 30 trading day period ending on the latest complete trading day prior to the conversion date. The note matures on January 28, 2017. As of December 31, 2015, the note is presented net of a discount of $16,667. 25,000 - On October 8, 2015, the Company entered into a Convertible Note Agreement in the principal amount of $32,000 with an unrelated third party. The note bears interest at 8% per annum and is convertible into shares of the Company’s common stock at the option of the holder at a purchase price equal to 58% multiplied by the lowest closing bid price for the Common Stock during the 15 trading day period ending on the latest complete trading day prior to the conversion date. The note matures on October 8, 2016. As of December 31, 2015, the note is presented net of a discount of $24,000. 32,000 - On October February 15, 2015,the Company entered into a Convertible Note Agreement, which was subsequent amended with an unrelated third party. The principal balance as of January 1, 2015 was $45,393. The note bears interest at 2.5% per annum, and is convertible into shares of the Company’s common stock at the option of the holder at a purchase price equal to 58% multiplied by the lowest closing bid price for the Common Stock during the 15 trading day period ending on the latest complete trading day prior to the conversion date. The notes mature on February 15, 2016. An amount of $36,734 was converted during the period ended December 31, 2015. As of December 31, 2015, the note is presented net of a discount of $0. 45,393 45,393 Total Convertible Notes 394,729 85,393 Notes converted (74,969) (8,500) Discount of Convertible Notes (178,452) (12,365) Total Convertible Notes 141,308 64,528 Less: current portion of convertible loan (90,033) (64,528) Long-term convertible notes payable $ 51,276 $ - The remaining principal balance of the convertible notes at December 31, 2015 was $349,336. The Company has determined that the conversion feature embedded in the notes constitutes a derivative and has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt, on the accompany balance sheet, and revalued to fair market value at each reporting period. The notes are presented net of a discount of $178,452, and net of notes converted of $38,234 as of December 31, 2015.

Note 12 - Related Party Transac

Note 12 - Related Party Transactions	12 Months Ended
	Dec. 31, 2015
Related Party Transactions [Abstract]
Related Party Transactions	Note 12 – Related Party Transactions A stockholder is a 33% partner in GBS Capital Partners (see Note 4), the entity from which the Company acquired the deposit of nine condominium units. The stockholder referred to above is entitled to receive a monthly salary of $1,250. The Company has accrued an amount of $9,970 and $15,000 for the years ended December 31, 2015, and 2014, for salary. The Company has accrued an aggregate amount of $53,220 since inception which is reflected in accrued expenses in the accompanying Balance Sheet at December 31, 2015. An amount of $50,000 was accrued as salary to the CEO of the Company during the period ending December 31, 2015. On February 19, 2015, the Company issued 600,000 shares of Series B PIK Convertible Preferred Stock to the Company’s executive officer as payment under his employment agreement. See Notes 5 and 7 regarding the partial assignment of the right to acquire 9 condominium units from an entity in which a stockholder of the Company has an interest.

Note 13 - Income Taxes

Note 13 - Income Taxes	12 Months Ended
	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Income Taxes	Note 13 – Income Taxes The reconciliation of income tax benefit at the U.S. statutory rate of 34% to the Company’s effective rate for the periods presented is as follows: U.S. federal statutory rate (34.0 ) State income tax, net of federal benefit (4.0 ) Increase in valuation allowance 38.0 Income tax provision (benefit) 0.0 As of December 31, 2015, the Company had approximately $5,515,123 of federal and state net operating loss carryovers (“NOLs”) which begin to expire in 2032. Utilization of the NOLs may be subject to limitation under Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under the related regulations. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

Note 14 - Stockholders Equity

Note 14 - Stockholders Equity	12 Months Ended
	Dec. 31, 2015
Stockholders' Equity Note [Abstract]
Stockholders Equity	Note 14 – Stockholders Equity Common stock The Company is authorized to issue 10,000,000,000 shares of common stock, par value $0.000001 per share. On October 31, 2014, the Company effected a 1-for-500 reverse stock split of its issued and outstanding shares of common stock and on September 11, 2015, the Company effected a 1-for-1000 reverse stock split of its issued and outstanding shares of common stock. All relevant information relating to numbers of shares and per share information have been retrospectively adjusted to reflect the reverse stock split for all periods presented. During the year ended December 31, 2015, $36,734 of the principal amount of the convertible note payable to a related party referred to in Note 8 was converted into 2,070,300 shares of common stock according to the terms of the convertible instrument. During the year ended December 31, 2015, $38,234 of the principal amount of the convertible notes payable referred to in Note 11 was converted into 187,314,049 shares of common stock according to the terms of the convertible instrument. During the year ended December 31, 2015, 1,599,230,444 shares of common stock were issued as consulting fees and stock compensation valued at approximately $208,916. As of December 31, 2015 and 2014, respectively, 1,784,461,982 and 846,745 shares of Common Stock were issued and outstanding. Preferred stock The Company is authorized to issue 8,000,000 shares of preferred stock, par value of $0.000001 per share, in series. Information as to each designated series is as follows: Series B PIK Convertible Preferred Stock The Board of Directors of the Company has designated 2,000,000 shares of preferred stock as Series B PIK Convertible Preferred Stock. Shares of this series have a liquidation preference of $1.00, plus the value of the dividends accrued and unpaid thereon through the date of liquidation. Holders of shares of this series are entitled to receive cumulative dividends at the quarterly rate of $2.1875 per share from the date of their original issuance through the date of redemption or conversion thereof, payable in arrears on March 31, June 30, September 30 and December 31 of each year. Until December 31, 2019, such dividends shall be paid, at the Company’s option, (a) in kind, as fully paid and nonassessable shares of this series at the rate of 0.00021875 of a share for each $1.00 not paid in cash or (b) in cash. After December 31, 2017, shares of this series will be redeemable at the option of the Company, in whole or in part from and after the time that the closing price of the Common Stock on each trading day occurring during any period of twenty (20) consecutive trading days equals or exceeds $1.40 per share (subject to adjustment for stock splits, stock dividends and similar events). Each share will be redeemed in cash for $1.00, plus the value of the dividends accrued and unpaid thereon through the redemption date. Shares of this series are convertible into Common Stock after February 1, 2016, such that each share will be convertible into a number of shares of Common Stock equal to its liquidation value divided by 90% of the Market Price, as defined, of a share of Common Stock. As of December 31, 2015 and 2014, 1,200,000 and 0 shares of this series were issued and outstanding. Series C PIK Convertible Preferred Stock The Board of Directors of the Company has designated 100,000 shares of preferred stock as Series C PIK Convertible Preferred Stock. Shares of this series have a liquidation preference of $100, plus the value of the dividends accrued and unpaid thereon through the date of liquidation. Holders of shares of this series are entitled to receive cumulative dividends at the quarterly rate of $2.1875 per share from the date of their original issuance through the date of redemption or conversion thereof, payable in arrears on March 31, June 30, September 30 and December 31 of each year. Until December 31, 2019, such dividends shall be paid, at the Company’s option, (a) in kind, as fully paid and nonassessable shares of this series at the rate of 0.00021875 of a share for each $1.00 not paid in cash or (b) in cash. After December 31, 2017, shares of this series will be redeemable at the option of the Company, in whole or in part from and after the time that the closing price of the Common Stock on each Trading Day occurring during any period of twenty (20) consecutive trading days equals or exceeds $1.00 per share (subject to adjustment for stock splits, stock dividends and similar events). Each share will be redeemed in cash for $100, plus the value of the dividends accrued and unpaid thereon through the redemption date. These shares are convertible into Common Stock after February 1, 2016, such that each share will be convertible into a number of shares of Common Stock equal to its liquidation value divided by 90% of the Market Price, as defined, of a share of Common Stock. As of December 31, 2015 and 2014, 45,354 and 0 shares of this series were issued and outstanding. Series D Convertible Preferred Stock The Board of Directors of the Company has designated 400,000 shares of preferred stock as Series D PIK Convertible Preferred Stock. These shares have a liquidation preference of $100, plus the value of the dividends accrued and unpaid thereon through the date of liquidation. Holders of shares of this series are entitled to receive cumulative dividends at the quarterly rate of $2.1875 per share from the date of their original issuance through the date of redemption or conversion thereof, payable in arrears on March 31, June 30, September 30 and December 31 of each year. Until December 31, 2019, such dividends shall be paid, at the Company’s option, (a) in kind, as fully paid and nonassessable shares of this series at the rate of 0.00021875 of a share for each $1.00 not paid in cash or (b) in cash. . After December 31, 2017, shares of this series will be redeemable at the option of the Company, in whole or in part from and after the time that the closing price of the Common Stock on each trading day occurring during any period of twenty (20) consecutive Trading Days equals or exceeds $1.00 per share (subject to adjustment for stock splits, stock dividends and similar events). Each share will be redeemed in cash for $100, plus the value of the dividends accrued and unpaid thereon through the redemption date. These shares are convertible into Common Stock at any time, such that each share will be convertible into a number of shares of Common Stock equal to its liquidation value divided by 90% of the Market Price, as defined, of a share of Common Stock. As of December 31, 2015 and, 2014, no shares of this series were issued and outstanding.

Note 15 - Stock-Based Compensat

Note 15 - Stock-Based Compensation	12 Months Ended
	Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation	Note 15 – Stock-Based Compensation On November 4, 2014, the Board of Directors adopted the Metrospaces, Inc. Restricted Stock Plan. The plan is administered by the Company’s Compensation Committee. Also on November 4, 2014, the Compensation Committee granted an award of 800,000,000 shares under the plan to Oscar Brito, who then served as the Company’s Principal executive officer. The shares awarded vest as follows: 1. After the Company publishes its audited annual financial statement for the year ended December 31, 2019, the Grantee shall receive a number of shares (subject to the Base Amount and Additional Annual Amount, as defined in the Plan), free of all restrictions, equal to the market value on the date of such publication, determined on the basis of the Last Price (as defined in the Plan), of twenty percent (20%) of the sum of the amounts, if any, shown as net income on the Company’s statement of operations for the years ended December 31, 2019, 2018, 2017, 2016 and 2015. 2. For each of the years ended December 31, 2020, 2021, 2022, 2023 and 2024, when the Company publishes its audited annual financial statements with respect to such year, the Grantee shall receive a number of shares (subject to the Base Amount and Additional Annual Amount), free of all restrictions, equal to the market value on the date of such publication, determined on the basis of the Last Price, of twenty percent (20%) of the amount, if any, shown as net income on the Company’s statement of operations for such year. 3. Shares of Restricted Stock that have not vested on the date of the publication of the Company’s audited annual financial statements for the year ended December 31, 2024, shall never vest and the grantee shall have no further rights with respect to them. As a result of the 1-for 1,000 reverse stock split that was effected on September 11, 2015, the number of shares of Common Stock held by Mr. Brito was reduced to 800,000. In order to retain his services, on October 25, 2015, the Compensation Committee granted an award of 799,200,000 shares under the plan to Mr. Brito, who was then the Company’s Senior Vice President. Also on that date, the Compensation Committee granted an award of 800,000,000 shares under the plan to Carlos Silva, who had become the Company’s Principal executive officer. The shares awarded vest as follows: 1. After the Company publishes its audited annual financial statement for the year ended December 31, 2020, the Grantee shall receive a number of shares (subject to the Base Amount and Additional Annual Amount), free of all restrictions, equal to the market value on the date of such publication, determined on the basis of the Last Price, of twenty percent (20%) of the sum of the amounts, if any, shown as net income on the Company’s statement of operations for the years ended December 31, 2020, 2019, 2018, 2017 and 2016. 2. For each of the years ended December 31, 2021, 2022, 2023, 2024 and 2025, when the Company publishes its audited annual financial statements with respect to such year, the Grantee shall receive a number of shares (subject to the Base Amount and Additional Annual Amount), free of all restrictions, equal to the market value on the date of such publication, determined on the basis of the Last Price, of twenty percent (20%) of the amount, if any, shown as net income on the Company’s statement of operations for such year. 3. Shares of Restricted Stock that have not vested on the date of the publication of the Company’s audited annual financial statements for the year ended December 31, 2024, shall never vest and the grantee shall have no further rights with respect to them. 4. Restricted shares may not vest in any person under more than one Award Agreement in any year, except to the extent that there are insufficient shares available under an agreement No shares under either award had vested as of December 31, 2015.

Note 16 - Subsequent Events

Note 16 - Subsequent Events	12 Months Ended
	Dec. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	Note 16 – Subsequent Events Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued. After December 31, 2015, the Company issued 556,063,586 shares of Common Stock upon conversion of convertible promissory notes.

Note 2 - Significant accounti23

Note 2 - Significant accounting policies (Policies)	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Basis of Consolidation	Basis of Consolidation The financial statements have been prepared on a consolidated basis, with the Company’s subsidiaries, Bodega IKAL S.A. and Bodega Silva Valent S.A. No intercompany balances or transactions exist during the period ended December 31, 2015.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents.
Real Property	Real Property Real property is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.
Investments in non-consolidated subsidiaries	Investments in non-consolidated subsidiaries Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company’s ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company’s proportionate share of the investees’ net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company’s share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.
Business Combinations	Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets	Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets The Company evaluates the recoverability of property and equipment and finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charge during the years presented. The Company reviews goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company has elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment under Accounting Standards Update (ASU) No. 2011-08, Goodwill and Other (Topic 350): Testing Goodwill for Impairment, In addition to the recoverability assessment, the Company routinely reviews the remaining estimated useful lives of property and equipment and finite-lived intangible assets. If we reduce the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized or depreciated over the revised estimated useful life.
Revenue Recognition	Revenue Recognition The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. The Company generally recognizes revenue from grape sales upon delivery to the customer. The Company does not have any allowance for returns because grapes are accepted upon delivery.
Income Taxes	Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
Fair Value Measurement	Fair Value Measurement The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The derivative liability in connection with the conversion feature of the convertible debt, classified as a level 3 liability, is the only financial liability measured at fair value on a recurring basis. The change in the level 3 financial instrument is as follows: Balance January 1, 2014 $ — Issued during the year ended 545,061 Converted during the year (912,100 ) Change in fair value recognized in operations 3,012,339 Balance December 31, 2014 2,645,300 Balance January 1, 2015 2,645,300 Issued during the year ended 14,540,743 Converted during the year (4,531,387 ) Change in fair value recognized in operations (749,974 ) Balance December 31, 2015 $ 11,904,682 The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following assumptions at December 31, 2015: Estimated Dividends None Expected Volatility 100.89% to 850.00% Risk free interest rate 0.57 % Expected term 0.10 to 1.52 years
Convertible Instruments	Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: We record when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. During the year ended December 31, 2015, the Company recognized a gain on extinguishment of $1,882,323 from the conversion of convertible debt with a bifurcated conversion option.
Foreign Currency Translation	Foreign Currency Translation The functional currency of Bodega IKAL, S.A and Bodega Silva Valent S.A. is denominated in Argentine peso. Assets and liabilities of these operations are translated into United States dollar equivalents using the exchange rates in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates during each period. Adjustments resulting from the process of translating foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive income in shareholders’ deficit.

Note 2 - Significant accounti24

Note 2 - Significant accounting policies (Tables)	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Schedule of change in level 3 financial instrument	Balance January 1, 2014 $ — Issued during the year ended 545,061 Converted during the year (912,100 ) Change in fair value recognized in operations 3,012,339 Balance December 31, 2014 2,645,300 Balance January 1, 2015 2,645,300 Issued during the year ended 14,540,743 Converted during the year (4,531,387 ) Change in fair value recognized in operations (749,974 ) Balance December 31, 2015 $ 11,904,682
Schedule of estimated fair value of the derivative instruments	Estimated Dividends None Expected Volatility 100.89% to 850.00% Risk free interest rate 0.57 % Expected term 0.10 to 1.52 years

Note 4 - Acquisitions (Tables)

Note 4 - Acquisitions (Tables)	12 Months Ended
	Dec. 31, 2015
Note 4 - Acquisitions Tables
Schedule of acquisitions	Net current assets $ 376,514 Land 3,911,486 Equipment 212,000 Net Assets Acquired 4,500,000 Consideration 4,500,00 0

Note 11 - Convertible Note Pa26

Note 11 - Convertible Note Payable (Tables)	12 Months Ended
	Dec. 31, 2015
Note 11 - Convertible Note Payable Tables
Schedule of Convertible Note Payable	December 31, December 31, 2015 2014 On February 25, 2014, the Company entered into a Convertible Note Agreement in the principal amount of $40,000 with an unrelated third party. The note bears interest at 8% per annum and is convertible into shares of the Company’s common stock at the option of the holder at a purchase price equal to 58% of the lowest closing bid price of the Company’s common stock for fifteen prior trading days upon which a notice of conversion is received by the Company. The note matures on February 25, 2015, but may be redeemed by the Company for a) an amount equal to 125% of the unpaid principal if redeemed within the first 90 days of the note, b) an amount equal to 140% of the unpaid principal if redeemed after the 91st day but before the 151st day of the note, or c) an amount equal to 150% of the unpaid principal if redeemed after the 151st day but before the 180th day of the note. The note may not be redeemed by the Company after 180 days. The note has been discounted by its beneficial conversion feature of $6,444 at December 31, 2014. As at December 31, 2015, convertible note of $40,000 was converted and no discount remained. $ - $ 40,000 On February 25, 2014, the Company entered into a Convertible Note Agreement in the principal amount of $40,000 with an unrelated third party, and an additional $42,000 on February 10, 2015. The notes bear interest at 8% per annum and are convertible into shares of the Company’s common stock at the option of the holder at a purchase price equal to 58% of the lowest closing bid price of the Company’s common stock for fifteen prior trading days upon which a notice of conversion is received by the Company. The note matures on February 10, 2016, but may be redeemed by the Company for a) an amount equal to 125% of the unpaid principal if redeemed within the first 90 days of the note, b) an amount equal to 140% of the unpaid principal if redeemed after the 91st day but before the 151st day of the note, or c) an amount equal to 150% of the unpaid principal if redeemed after the 151st day but before the 180th day of the note. The note may not be redeemed by the Company after 180 days. Since the inception of the note $40,0000 of principal of the note was converted into shares of common stock according to the terms of the convertible instrument. 73,500 - On March 23 2015, the Company entered into a Convertible Note Agreement in the principal amount of $29,000 with an unrelated third party and an additional $37,000 on April 8, $21,936 on April 17, $9,800 on April 29, 2015. The notes bear interest at 10% per annum and are convertible into shares of the Company’s common stock at the option of the holder at a purchase price equal to 2.5% of the current market price which is the average of the daily closing price for a share of common stock for the three consecutive trading days ending on the trading day immediately prior to the day on which a conversion notice is delivered. The notes mature on the date which is one year after the agreement date. 97,736 - On May 8, 2015, the Company entered into a Convertible Note Agreement in the principal amount of $7,000 with an unrelated third party and an additional $25,000 on May 29, 2015, $10,000 on July 8, 2015, $16,000 on July 28, $8,000 on August 11, 2015, $17,600 on August 25, 2015 and $6,000 on September 24, 2015. The notes bears interest at 10% per annum and are convertible into shares of the Company’s common stock at the option of the holder at a purchase price equal to 2.5% of the current market price which is the average of the daily closing price for a share of common stock for the three consecutive trading days ending on the trading day immediately prior to the day on which a conversion notice is delivered. The note matures on the date which is one year after the agreement date. 121,100 - On July 28, 2015, the Company entered into a Convertible Note Agreement in the principal amount of $25,000 with an unrelated third party. The notes bears interest at 12% per annum and are convertible into shares of the Company’s common stock at the option of the holder at a purchase price equal to 50% multiplied by the lowest closing bid price for the Common Stock during the 30 trading day period ending on the latest complete trading day prior to the conversion date. The note matures on January 28, 2017. As of December 31, 2015, the note is presented net of a discount of $16,667. 25,000 - On October 8, 2015, the Company entered into a Convertible Note Agreement in the principal amount of $32,000 with an unrelated third party. The note bears interest at 8% per annum and is convertible into shares of the Company’s common stock at the option of the holder at a purchase price equal to 58% multiplied by the lowest closing bid price for the Common Stock during the 15 trading day period ending on the latest complete trading day prior to the conversion date. The note matures on October 8, 2016. As of December 31, 2015, the note is presented net of a discount of $24,000. 32,000 - On October February 15, 2015,the Company entered into a Convertible Note Agreement, which was subsequent amended with an unrelated third party. The principal balance as of January 1, 2015 was $45,393. The note bears interest at 2.5% per annum, and is convertible into shares of the Company’s common stock at the option of the holder at a purchase price equal to 58% multiplied by the lowest closing bid price for the Common Stock during the 15 trading day period ending on the latest complete trading day prior to the conversion date. The notes mature on February 15, 2016. An amount of $36,734 was converted during the period ended December 31, 2015. As of December 31, 2015, the note is presented net of a discount of $0. 45,393 45,393 Total Convertible Notes 394,729 85,393 Notes converted (74,969) (8,500) Discount of Convertible Notes (178,452) (12,365) Total Convertible Notes 141,308 64,528 Less: current portion of convertible loan (90,033) (64,528) Long-term convertible notes payable $ 51,276 $ -

Note 13 - Income Taxes (Tables)

Note 13 - Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Schedule of reconciliation of income tax benefit at the U.S. statutory rate	U.S. federal statutory rate (34.0 ) State income tax, net of federal benefit (4.0 ) Increase in valuation allowance 38.0 Income tax provision (benefit) 0.0

Note 2 - Significant accounti28

Note 2 - Significant accounting policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance January 1, 2015	$ 2,645,300
Issued during the year ended	14,540,743	545,061
Converted during the year	(4,531,387)	(912,100)
Change in fair value recognized in operations	(749,974)	3,012,339
Balance December 31, 2015	$ 11,904,682	$ 2,645,300

Note 2 - Significant accounti29

Note 2 - Significant accounting policies (Details 1) - Fair Value, Measurements, Recurring [Member]	12 Months Ended
	Dec. 31, 2015
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk free interest rate	0.57%
Minimum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected Volatility	100.89%
Expected term	1 month 6 days
Maximum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected Volatility	850.00%
Expected term	1 year 6 months 7 days

Note 4 - Acquisitions (Details)

Note 4 - Acquisitions (Details)	Dec. 31, 2015USD ($)
Note 4 - Acquisitions Tables
Net current assets	$ 376,514
Land	3,911,486
Equipment	212,000
Net Assets Acquired	4,500,000
Consideration	$ 4,500,000

Note 11 - Convertible Note Pa31

Note 11 - Convertible Note Payable (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Short-term Debt [Line Items]
Convertible Notes	$ 51,276
Convertible Notes Payable [Member]
Short-term Debt [Line Items]
Convertible Notes	394,729	85,393
Notes converted	(74,969)	(8,500)
Discount of Convertible Notes	(178,452)	(12,365)
Total Convertible Notes	141,308	64,528
Less: current portion of convertible note payable	(90,033)	(64,528)
Long-term convertible note payable	51,276
Convertible Note Payable Agreement 1 | Convertible Notes Payable [Member]
Short-term Debt [Line Items]
Convertible Notes		40,000
Convertible Note Payable Agreement 2 | Convertible Notes Payable [Member]
Short-term Debt [Line Items]
Convertible Notes	73,500
Convertible Note Payable Agreement 3 | Convertible Notes Payable [Member]
Short-term Debt [Line Items]
Convertible Notes	97,736
Convertible Note Payable Agreement 4 | Convertible Notes Payable [Member]
Short-term Debt [Line Items]
Convertible Notes	121,100
Convertible Note Payable Agreement 5 | Convertible Notes Payable [Member]
Short-term Debt [Line Items]
Convertible Notes	25,000
Convertible Note Payable Agreement 6 | Convertible Notes Payable [Member]
Short-term Debt [Line Items]
Convertible Notes	32,000
Convertible Note Payable Agreement 7 | Convertible Notes Payable [Member]
Short-term Debt [Line Items]
Convertible Notes	$ 45,393	$ 45,393

Note 13 - Income Taxes (Details

Note 13 - Income Taxes (Details)	12 Months Ended
	Dec. 31, 2015
Income Tax Disclosure [Abstract]
U.S. federal statutory rate	(34.00%)
State income tax, net of federal benefit	(4.00%)
Increase in valuation allowance	38.00%
Income tax provision (benefit)	0.00%

Note 13 - Income Taxes (Detail

Note 13 - Income Taxes (Detail Textuals)	12 Months Ended
	Dec. 31, 2015USD ($)
Income Tax Disclosure [Abstract]
Federal and state net operating loss carryovers	$ 5,515,123
Operating loss carryforwards, limitations on use	greater than 50