Metrospaces (MSPC) 10-Q 30 Oct 17 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	Oct. 20, 2017
Document And Entity Information [Abstract]
Entity Registrant Name	METROSPACES, INC.
Entity Central Index Key	1,488,501
Trading Symbol	mspc
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		3,892,178,868
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Amendment Flag	false
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current Assets
Cash and cash equivalents	$ 13,652	$ 58,668
Accounts receivable	3,341	1,033
Inventory	9,971	11,223
Prepaid and other current assets	179,955	174,979
Total Current Assets	206,919	245,903
Advance payment for real property	369,891	369,891
Investment in non-consolidated subsidiary	159,910	159,910
Property and equipment, net	4,380,940	4,456,832
TOTAL ASSETS	5,117,660	5,232,536
Current Liabilities
Accounts payable	61,251	71,440
Accrued expenses	626,144	608,184
Accrued interest	75,869	74,312
Sales deposit	34,046	34,046
Notes payable - related parties	16,990	16,990
Current portion of convertible notes payable, net of discount of $189,377 and $77,992	155,184	90,033
Note payable	10,000	10,000
Derivative liability	9,631,758	11,904,682
Total Current Liabilities	10,611,242	12,809,686
Convertible notes payable, net discount of $0 and $100,406		51,276
TOTAL LIABILITIES	10,611,242	12,860,962
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 2,263,334,686 and 1,784,461,982 shares issued and outstanding	2,263	1,785
Additional paid in capital	7,035,555	6,747,974
Accumulated other comprehensive loss	(205,388)	(139,528)
Accumulated deficit	(12,326,014)	(14,238,658)
Total Stockholders' Deficit	(5,493,582)	(7,628,426)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	5,117,660	5,232,536
Series B Preferred Stock [Member]
Stockholders' Deficit
Preferred stock, $0.000001 par value, 8,000,000 shares authorized	1	1
Series C Preferred Stock [Member]
Stockholders' Deficit
Preferred stock, $0.000001 par value, 8,000,000 shares authorized	0	0
Series D Preferred Stock [Member]
Stockholders' Deficit
Preferred stock, $0.000001 par value, 8,000,000 shares authorized

Consolidated Balance Sheets (U3

Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Preferred Stock, par value (in dollars per share)	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	8,000,000	8,000,000
Common stock, 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	2,263,334,686	1,784,461,982
Common stock, shares, outstanding	2,263,334,686	1,784,461,982
Series B Preferred Stock [Member]
Preferred Stock, par value (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
Series C Preferred Stock [Member]
Preferred Stock, par value (in dollars per share)	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued	100,000	100,000
Series D Preferred Stock [Member]
Preferred Stock, par value (in dollars per share)	$ 0.000001	$ 0.000001
Preferred stock, shares issued	0	0

Consolidated Statement of Opera

Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Statement [Abstract]
Revenue, net of discounts	$ 6,803	$ 245,860
Cost of revenue	9,079	14,849
Gross profit (loss)	(2,276)	231,011
Operating Expenses
General and administrative expenses	112,043	37,746
Total operating expenses	112,043	37,746
Operating Income (Loss)	(114,318)	193,265
Other Income (expense)
Interest expense	(108,825)	(344,977)
Gain (loss) on change in fair value of derivative	2,109,410	(1,084,217)
Gain (loss) on extinguishment of debt	26,377	(184,247)
Total other income (expense)	2,026,962	(1,613,441)
Net Income before taxes	1,912,644	(1,420,176)
Income tax benefit
Net Loss	1,912,644	(1,420,176)
Preferred stock dividend
Net Loss attributable to common stockholder	1,912,644	(1,420,176)
Other comprehensive income (loss)
Foreign currency transaction adjustment	(65,860)
Comprehensive Income	$ 1,846,784	$ (1,420,176)
Net loss per common share - basic and diluted	$ 0	$ 0
Weighted average of common shares - basic and diluted	1,931,872,464	1,143,698,101

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ 1,912,644	$ (1,420,176)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	7,571
Salary accrued to related party	16,250	3,750
Non-cash interest expense	27,934	344,977
(Gain) loss on change in fair value of derivative	(2,109,410)	1,084,217
(Gain) loss on extinguishment of debt	(26,377)	184,247
(Increase) decrease in operating assets:
Accounts receivable	(2,308)	(226,379)
Inventory	1,252
Prepaid expenses and other assets	(4,976)	2,146
Increase (decrease) in operating liabilities:
Accounts payable	(9,329)	(16,716)
Bank overdraft		(166)
Accrued expenses	1,710	392
Net Cash Used in Operating Activities	(185,039)	(43,708)
CASH FLOW FROM INVESTING ACTIVITIES
Cash acquired from acquisition		29,415
Net cash provided by investing activities		29,415
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of note payable	112,175	42,000
Repayment of acquisition loan	(48,807)	(25,000)
Proceeds from issuance of stock		400
Net Cash Provided By Financing Activities	63,368	17,400
Effect of exchange rate on cash	76,655	5,319
Net increase (decrease) in cash and cash equivalents	(45,016)	8,426
Cash and cash equivalents, beginning of period	58,668
Cash and cash equivalents, end of period	13,652	8,426
Supplemental cash flow information
Cash paid for interest
Cash paid for taxes
Non-cash transactions:
Derivative liability recognized as debt discount	275,689	2,761,827
Conversion of convertible debt into common stock	38,234	30,605
Conversion of convertible debt into series C preferred stock
Common Stock issued from conversion of convertible debt	288,059	658,184
Series B preferred stock issued from conversion of debt
Preferred stock dividend accrued		$ 55,000

1. Business

1. Business	3 Months Ended
	Mar. 31, 2016
Basis Of Presentation And Business [Abstract]
Basis of Presentation and Business	Note 1 – Business The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2016, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2016, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Amended Annual Report on Form 10-K/A for the year ended December 31, 2015, filed with the SEC on March 21, 2017. 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 as 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 Argentinian 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.

2. Significant accounting polic

2. Significant accounting policies	3 Months Ended
	Mar. 31, 2016
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 IKAL and Bodega Silva Valent S.A. No intercompany balances or transactions exist during the period presented. 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 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, 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, 2015 $ 2,645,300 Issued during the year 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 Balance January 1, 2016 $ 11,904,682 Issued during the year 109,675 Converted during the year (273,189) Change in fair value recognized in operations (2,109,410) Balance March 31, 2016 9,631,758 The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following assumptions at March 31, 2016: Estimated Dividends None Expected Volatility 508% to 1022.00% Risk free interest rate .59% Expected term .36 to 1.33 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 three months ended March 31, 2016, the Company recognized a gain on extinguishment of $2,109,410 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.

3. Going Concern

3. Going Concern	3 Months Ended
	Mar. 31, 2016
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 $12,326,014, and stockholders’ deficit of $5,493,582, as of March 31, 2016. 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.

4. Acquisition

4. Acquisition	3 Months Ended
	Mar. 31, 2016
Business Combinations [Abstract]
Acquisition	Note 4 – Acquisition 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 that collectively own 75 hectares of vineyards that produce grapes that they sell to local wineries. The 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. Pro forma historical results of operations have not been presented because they are not material to the consolidated statement of operations. 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 4,500,000

5. Advance payment for Real Pro

5. Advance payment for Real Property	3 Months Ended
	Mar. 31, 2016
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.

6. Investment in non-consolidat

6. Investment in non-consolidated subsidiary	3 Months Ended
	Mar. 31, 2016
Investments, All Other Investments [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.

7. Long Term Debt Related Party

7. Long Term Debt Related Party	3 Months Ended
	Mar. 31, 2016
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 the 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 remaining $400,000 of debt to GBS in exchange for 450,000 shares of newly designated shares of Series B Preferred Stock.

8. Notes Payable - Related Part

8. Notes Payable - Related Parties	3 Months Ended
	Mar. 31, 2016
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. 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. Convertible Note Payable – related party The Company issued a Convertible Promissory Note, dated May 1, 2014, in the principal amount of $66,944 and bearing interest at the rate of 0.33% per annum, to the prior president and sole director of the Company (the “Existing Note”). The Existing Note is subject to and entitled to the benefits of the Convertible Note Exchange Agreement, dated May 1, 2014, between MSPC and prior president and sole director (the “Existing Note Exchange Agreement”), as amended by an Agreement of Amendment and Rescission, dated as of July 11, 2014, by and among the Company, the former officer and director and one of his affiliates. (the “Rescission Agreement”), including, without limitation, its provisions in respect of the conversion of the principal amount thereof and interests thereon into shares of Common Stock. The Existing Note was issued pursuant to the Existing Note Exchange Agreement solely in exchange for a Convertible Promissory Note, dated February 19, 2014, and maturing 1 year later, in the original principal amount of $260,000, the outstanding principal of which and interest accrued thereon at the time of the exchange, was $66,944 (the “First Exchange Note”). The Existing Note Exchange Agreement was amended by the Rescission Agreement to increase the conversion price from the par value of the Common Stock ($0.000001 per share), as provided in the Existing Note Exchange Agreement, to 2.5% of its Current Market Value, as that term is defined therein. The First Exchange Note was acquired by the prior president and sole director pursuant to a Promissory Note Exchange Agreement, dated February 19, 2014, between the Company and him (the “First Exchange Agreement”) solely in exchange for a promissory note, dated August 13, 2012, and maturing one year later, made by the Company and him in the principal amount of $260,000 and bearing interest at the rate of 0.24% per annum, which was amended on August 12, 2013, by a letter agreement between the Company and him (the “Letter Agreement”) to extend its maturity date to April 14, 2014 (as so amended, the “Original Note”). The prior president and sole director was issued the Original Note pursuant to an Exchange Agreement, dated August 13, 2012 (the “Original Note Exchange Agreement”), under which he surrendered to the Company for cancellation a certificate representing 10,000,000 shares of its Series A Preferred Stock and extinguished $170,146 of the Company’s indebtedness to him as consideration for the Original Note. 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 accompanying balance sheet, and revalued to fair market value at each reporting period.

9. Acquisition note payable

9. Acquisition note payable	3 Months Ended
	Mar. 31, 2016
Acquisition Note Payable [Abstract]
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 May 29, 2015, the Company exchanged the unpaid $4,443,900 of the note for 100,000 shares of newly designated shares of Series C Preferred Stock.

10. Notes Payable

10. Notes Payable	3 Months Ended
	Mar. 31, 2016
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.

11. Convertible Note Payable

11. Convertible Note Payable	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
Convertible Note Payable	Note 11 – Convertible Note Payable At March 31, 2016, and December 31, 2015, convertible notes payable consisted of the following: March 31 December 31, 2016 2015 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. On July 23, 2015, the Convertible Note Agreement of remaining principal amount of $42,000 was amended. 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 30% multiplied by the average of the lowest closing bid price for the common stock during 30 trading day period ending on the latest complete trading day prior to the conversion date. On August 20, 2015, $6,000 of the note was converted into 200,000 shares of common stock. On October 1, 2015, $83 of the note was converted into 276,667 shares of common stock. On October 8, 2015, $386 of the note was converted into 1,286,667 shares of common stock. On October 14, 2015, $265 of the note was converted into 883,333 shares of common stock. As of March 31, 2016, a total of $46,734 of the notes have been converted. As of March 31, 2016, the note is presented net of a discount of $16,255. 67,266 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. On September 23, 2015, the Company entered into an agreement to extend the maturity date of the following notes; $37,000 on April 8, $21,936 on April 17, and $9,800 on April 29, 2015. The new maturity date was extended by 1 year from the original maturity date. During the three months ended March 31, 2016, $36,578 of the notes were converted into 468,872,740 common shares. As of March 31, 2016, a total of $36,578 of the notes have been converted. As of March 31, 2016, the notes are presented net of a discount of $57,556. 102,893 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. On September 23, 2015, the Company entered into an agreement to extend the maturity date of the following notes; $7,000 on May 8, 2015, $25,000 on May 29, 2015, $10,000 on July 8, 2015, and $16,000 on July 28. The new maturity date was extended by 1 year from the original maturity date. On October 23, November 3, ,November 19, and November 24, 2015, the Comany entered into a Convertible Note Agreement in the principal amount for $12,000, $4,500, $13,000 and $2,000 respectively. 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 notes matures on the date which is one year after the agreement date. On March 3, 2016, and March 4, 2016, the Comany entered into a Convertible Note Agreement in the principal amount for $16,000, and $4,400 respectively. 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 matures on the date which is one year after the agreement date. During the three months ended March 31, 2016, the Company repaid $48,807 of the notes. As of March 31, 2016, the notes are presented net of a discount of $54,319. 92,733 121,100 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. On February 19, 2016, the Company entered into a Convertible Note Agreement in the principal amount of $20,000 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 August 19, 2016. As of March 31, 2016, the notes are presented net of a discount of $29,404. 45,000 25,000 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 note 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 March 31, 2016, the notes are presented net of a discount of $16,255. 6,667 32,000 On February 2, 2016, the Company entered into a Convertible Note Agreement, with an unrelated third party for $30,000. The note bears interest at 10% 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 60% 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 notes mature on February 2, 2017. An amount of $1,992 was converted during the period ended March 31, 2016. As of March 31, 2016, the note is presented net of a discount of $26,246. 30,000 - Total Convertible Notes 344,560 394,729 Discount of Convertible Notes (189,377) (178,452) Total Convertible Notes 155,183 216,277 Less: current portion of convertible loan - (90,033) Long-term convertible notes payable $ 155,183 $ 126,244 The remaining principal balance of the convertible notes at March 31, 2016, was $344,560. 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 $189,377.

12. Related Party Transactions

12. Related Party Transactions	3 Months Ended
	Mar. 31, 2016
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 $3,750 for the three months ended March 31, 2016, and $9,970 for the years ended December 31, 2015, for salary. The Company has accrued an aggregate amount of $56,970 since inception which is reflected in accrued expenses in the accompanying Balance Sheet at March 31, 2016. On February 19, 2015, the Company issued 600,000 shares of newly designated shares of Series B Preferred Stock to the Company’s executive officer as payment under his employment agreement. See Notes 4 and 6 regarding the assignment of the right to acquire 9 condominium units from an entity in which a stockholder of the Company has an interest.

14. Stockholders Equity

14. Stockholders Equity	3 Months Ended
	Mar. 31, 2016
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 of $0.000001 per share. On September 11, 2015, the Company amended its Certificate of Incorporation, as amended, to effect 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 three months ended March 31, 2016, $38,569 of principal of the convertible notes payable referred to in Note 11 was converted into 478,872,704 shares of common stock according to the terms of the convertible instrument. As of March 31, 2016, and December 31, 2015, respectively, 2,263,334,686 and 1,784,461,982 shares of common stock were issued and outstanding. Preferred Stock The Company is authorized to issue 8,000,000 shares of preferred stock at a par value of $0.000001 per share in series. As of December 31, 2015 and, 2014, no shares of preferred stock were issued and outstanding. Series B 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 (“Series B Preferred Stock”). On February 19, 2015, the Company exchanged the $400,000 of debt to GBS referred to in Note 7 for 450,000 shares of Series B Preferred Stock and the $150,000 of debt to the Company’s shareholder referred to in note 8 for 150,000 shares of Series B Preferred Stock and issued 600,000 shares of newly designated shares of Series B Preferred Stock to the Company’s executive officer for the $50,000 of compensation. As of March 31, 2016, and December 31, 2015, 1,200,000 shares of Series B Preferred Stock were issued and outstanding. Series C Preferred Stock The Board of Directors of the Company has designated 100,000 shares of preferred stock as Series C PIK Convertible Preferred Stock (“Series C Preferred Stock”). On May 29, 2015, the Company exchanged the unpaid $4,443,900 of acquisition note payable referred to in Note 9 for 100,000 shares of newly designated shares of Series C Preferred Stock. The Company accounted for the conversion as an extinguishment of debt, whereby it recorded the fair value of the Series C Preferred Stock, based on a third party valuation of the Series C, 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. As of March 31, 2016, and December 31, 2015, 100,000 shares of series C preferred stock were issued and outstanding.

15. Stock-Based Compensation

15. Stock-Based Compensation	3 Months Ended
	Mar. 31, 2016
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 board’s compensation committee. Also on November 4, 2014, the compensation committee granted an award of 800,000 shares of common stock (800,000,000 shares prior to the reverse split referred to in note 14) under the plan to Oscar Brito, who was then the Company’s principal executive officer and a director. The shares awarded shall vest as follows: 1. After the Corporation 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), 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 Corporation’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 Corporation 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 Corporation’s statement of operations for such year. 3. Shares of Restricted Stock that have not Vested on the date of the publication of the Corporation’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 of March 31, 2016, none of the awards had vested and no compensation cost had been recorded in the Company’s financial statements.

16. Subsequent Events

16. Subsequent Events	3 Months Ended
	Mar. 31, 2016
Subsequent Events [Abstract]
Subsequent Events	Note 16 – Subsequent Events Subsequent to year-end, the Company issued 1,628,844,000 shares of common stock upon the conversion of $18,275 of principal amount of convertible promissory notes and $27,180 of interest accrued thereon.

2. Significant accounting pol21

2. Significant accounting policies (Policies)	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Basis of Consolidation	Basis of Consolidation The financial statements have been prepared on a consolidated basis, with the Company’s subsidiaries IKAL and Bodega Silva Valent S.A. No intercompany balances or transactions exist during the period presented.
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
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 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, 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, 2015 $ 2,645,300 Issued during the year 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 Balance January 1, 2016 $ 11,904,682 Issued during the year 109,675 Converted during the year (273,189) Change in fair value recognized in operations (2,109,410) Balance March 31, 2016 9,631,758 The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following assumptions at March 31, 2016: Estimated Dividends None Expected Volatility 508% to 1022.00% Risk free interest rate .59% Expected term .36 to 1.33 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 three months ended March 31, 2016, the Company recognized a gain on extinguishment of $2,109,410 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.

2. Significant accounting pol22

2. Significant accounting policies (Tables)	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Schedule of change in Level 3 financial instrument	The change in the Level 3 financial instrument is as follows: Balance January 1, 2015 $ 2,645,300 Issued during the year 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 Balance January 1, 2016 $ 11,904,682 Issued during the year 109,675 Converted during the year (273,189) Change in fair value recognized in operations (2,109,410) Balance March 31, 2016 9,631,758
Schedule of estimated fair value of the derivative instruments	The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following assumptions at March 31, 2016: Estimated Dividends None Expected Volatility 508% to 1022.00% Risk free interest rate .59% Expected term .36 to 1.33 years

4. Acquisition (Tables)

4. Acquisition (Tables)	3 Months Ended
	Mar. 31, 2016
Business Combinations [Abstract]
Schedule of estimated fair values	Net current assets $ 376,514 Land 3,911,486 Equipment 212,000 Net Assets Acquired 4,500,000 Consideration 4,500,000

11. Convertible Note Payable (T

11. Convertible Note Payable (Tables)	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
Schedule of Convertible Note Payable	March 31 December 31, 2016 2015 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. On July 23, 2015, the Convertible Note Agreement of remaining principal amount of $42,000 was amended. 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 30% multiplied by the average of the lowest closing bid price for the common stock during 30 trading day period ending on the latest complete trading day prior to the conversion date. On August 20, 2015, $6,000 of the note was converted into 200,000 shares of common stock. On October 1, 2015, $83 of the note was converted into 276,667 shares of common stock. On October 8, 2015, $386 of the note was converted into 1,286,667 shares of common stock. On October 14, 2015, $265 of the note was converted into 883,333 shares of common stock. As of March 31, 2016, a total of $46,734 of the notes have been converted. As of March 31, 2016, the note is presented net of a discount of $16,255. 67,266 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. On September 23, 2015, the Company entered into an agreement to extend the maturity date of the following notes; $37,000 on April 8, $21,936 on April 17, and $9,800 on April 29, 2015. The new maturity date was extended by 1 year from the original maturity date. During the three months ended March 31, 2016, $36,578 of the notes were converted into 468,872,740 common shares. As of March 31, 2016, a total of $36,578 of the notes have been converted. As of March 31, 2016, the notes are presented net of a discount of $57,556. 102,893 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. On September 23, 2015, the Company entered into an agreement to extend the maturity date of the following notes; $7,000 on May 8, 2015, $25,000 on May 29, 2015, $10,000 on July 8, 2015, and $16,000 on July 28. The new maturity date was extended by 1 year from the original maturity date. On October 23, November 3, ,November 19, and November 24, 2015, the Comany entered into a Convertible Note Agreement in the principal amount for $12,000, $4,500, $13,000 and $2,000 respectively. 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 notes matures on the date which is one year after the agreement date. On March 3, 2016, and March 4, 2016, the Comany entered into a Convertible Note Agreement in the principal amount for $16,000, and $4,400 respectively. 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 matures on the date which is one year after the agreement date. During the three months ended March 31, 2016, the Company repaid $48,807 of the notes. As of March 31, 2016, the notes are presented net of a discount of $54,319. 92,733 121,100 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. On February 19, 2016, the Company entered into a Convertible Note Agreement in the principal amount of $20,000 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 August 19, 2016. As of March 31, 2016, the notes are presented net of a discount of $29,404. 45,000 25,000 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 note 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 March 31, 2016, the notes are presented net of a discount of $16,255. 6,667 32,000 On February 2, 2016, the Company entered into a Convertible Note Agreement, with an unrelated third party for $30,000. The note bears interest at 10% 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 60% 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 notes mature on February 2, 2017. An amount of $1,992 was converted during the period ended March 31, 2016. As of March 31, 2016, the note is presented net of a discount of $26,246. 30,000 - Total Convertible Notes 344,560 394,729 Discount of Convertible Notes (189,377) (178,452) Total Convertible Notes 155,183 216,277 Less: current portion of convertible loan - (90,033) Long-term convertible notes payable $ 155,183 $ 126,244

2. Significant accounting pol25

2. Significant accounting policies (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	$ 11,904,682	$ 2,645,300
Issued during the year ended	109,675	14,540,743
Converted during the year	(273,189)	(4,531,387)
Change in fair value recognized in operations	(2,109,410)	(749,974)
Ending Balance	$ 9,631,758	$ 11,904,682

2. Significant accounting pol26

2. Significant accounting policies (Details 1) - Derivative Financial Instruments, Liabilities [Member]	3 Months Ended
	Mar. 31, 2016
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Estimated Dividends	0.00%
Minimum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected Volatility	508.00%
Expected term	4 months 9 days
Maximum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected Volatility	1022.00%
Risk free interest rate	0.59%
Expected term	1 year 3 months 29 days

3. Going Concern (Detail Textua

3. Going Concern (Detail Textuals) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Going Concern [Abstract]
Accumulated deficit	$ (12,326,014)	$ (14,238,658)
Stockholders' deficit	$ (5,493,582)

4. Acquisition (Details)

4. Acquisition (Details)	Mar. 31, 2016USD ($)
Business Combinations [Abstract]
Net current assets	$ 376,514
Land	3,911,486
Equipment	212,000
Net Assets Acquired	4,500,000
Consideration	$ 4,500,000

11. Convertible Note Payable (D

11. Convertible Note Payable (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Short-term Debt [Line Items]
Convertible Notes	$ 344,560	$ 394,729
Discount of Convertible Notes	(189,377)	(178,452)
Total Convertible Notes	155,184	216,277
Less: current portion of convertible note payable	155,184	90,033
Long-term convertible note payable	155,183	126,244
Convertible Notes Payable 1
Short-term Debt [Line Items]
Convertible Notes	67,266	73,500
Convertible Notes Payable 2
Short-term Debt [Line Items]
Convertible Notes	102,893	97,736
Convertible Notes Payable 3
Short-term Debt [Line Items]
Convertible Notes	92,733	121,100
Convertible Notes Payable 4
Short-term Debt [Line Items]
Convertible Notes	45,000	25,000
Convertible Notes Payable 5
Short-term Debt [Line Items]
Convertible Notes	6,667	32,000
Convertible Notes Payable 6
Short-term Debt [Line Items]
Convertible Notes	$ 30,000