Metrospaces (MSPC) 10-Q/A 30 Dec 15 2015 Q3 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 19, 2015
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		1,784,461,538
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current Assets
Cash and cash equivalents	$ 71,999
Accounts receivable	59,961
Inventory	15,425
Prepaid and other current assets	142,347	$ 39,010
Total Current Assets	289,732	39,010
Advance payment for real property	369,891	369,991
Investment in non-consolidated subsidiary	150,000	150,000
Property and equipment, net	2,706,769
Goodwill	1,862,048
TOTAL ASSETS	5,378,440	559,001
Current Liabilities
Bank overdraft payable		166
Accounts payable	95,320
Accrued expenses	601,658	68,750
Accrued interest	67,095	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	75,816	25,056
Convertible notes payable related party, net of discount	29,286	39,472
Note payable	10,000	10,000
Derivative liability	8,058,068	2,645,300
Total Current Liabilities	8,988,279	3,441,393
Convertible notes payable	4,167
TOTAL LIABILITIES	$ 8,992,446	$ 3,441,393
Stockholders' Deficit
Preferred stock Value
Common Stock, $0.000001 par value, 10,000,000,000 shares authorized 5,314,871 and 846,745 shares issued and outstanding	$ 5	$ 847
Additional paid in capital	6,248,274	1,160,693
Stock subscription	20,000
Accumulated other comprehensive loss	(32,027)
Accumulated deficit	(9,850,259)	(4,043,932)
Total Stockholders' Deficit	(3,614,006)	(2,882,392)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	5,378,440	$ 559,001
Series B Preferred Stock
Stockholders' Deficit
Preferred stock Value	1
Series C Preferred Stock
Stockholders' Deficit
Preferred stock Value	$ 0

Consolidated Balance Sheets (U3

Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Preferred Stock, par value (in dollars per share)	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	8,000,000	8,000,000
Preferred stock, shares issued	0	0
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	5,314,871	846,745
Common stock, shares, outstanding	5,314,871	846,745
Series B Preferred Stock
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	0
Series C Preferred Stock
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	0

Consolidated Statement of Opera

Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Revenue, net of discounts	$ (99,150)		$ 214,171
Cost of revenue	31,145		141,591
Gross profit	(130,295)		72,580
Operating Expenses
General and administrative expenses	124,068	$ 6,573	334,468	$ 65,849
Total operating expenses	124,068	6,573	334,468	65,849
Operating Loss	(254,363)	(6,573)	(261,888)	(65,849)
Other Income (expense)
Interest expense	(2,320,202)	(51,906)	(10,957,746)	(383,343)
Gain (loss) on change in fair value of derivative	487,878	(465,838)	4,051,170	(488,864)
Gain (loss) on extinguishment of debt	35,498	36,410	1,693,179	(81,099)
Total other income (expense)	(1,796,826)	(481,334)	(5,213,397)	(953,306)
Net Loss	(2,051,189)	(487,907)	(5,475,285)	(1,019,155)
Preferred stock dividend	(245,000)		(331,042)
Net Loss to common stockholder	(2,296,189)	(487,907)	(5,806,327)	(1,019,155)
Other comprehensive income (loss)
Foreign currency transaction adjustment	(1,618)		(32,027)
Comprehensive Loss	$ (2,297,807)	$ (487,907)	$ (5,838,354)	$ (1,019,155)
Net loss per common share - basic and diluted (in dollars per share)	$ (0.52)	$ (78.93)	$ (1.94)	$ (184.43)
Weighted average of common shares - basic and diluted (in shares)	4,432,817	6,181	2,987,258	5,526

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (5,806,327)	$ (1,019,155)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization of imputed interest		7,148
Stock-based compensation	119,000
Interest accrued to related party		12,375
Payment of expenses by issuances of convertible notes	87,976
Salary accrued to related party	11,250	11,250
Non-cash interest expense	10,956,842	361,628
(Gain) loss on change in fair value of derivative	(4,051,170)	488,864
(Gain) loss on extinguishment of debt	(1,693,179)	81,099
(Increase) decrease in operating assets:
Accounts receivable	(17,708)
Inventory	(15,425)
Prepaid expenses and other assets	(22,689)	(10,000)
Increase (decrease) in operating liabilities:
Accounts payable	41,630	4,995
Accrued expenses	311,084	18,414
Net Cash Used in Operating Activities	(78,716)	(43,382)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from acquisition	29,415
Net Cash provided by Investing Activities	29,415
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft	(166)
Proceeds from issuance of note payable	166,360	40,000
Repayment of acquisition loan	(56,100)
Proceeds from issuance of stock	400
Proceeds from stockholder loans		500
Net Cash Provided By Financing Activities	110,494	40,500
Effect of exchange rate on cash	10,806
Net increase (decrease) in cash and cash equivalents	71,999	(2,882)
Cash and cash equivalents, beginning of period		3,179
Cash and cash equivalents, end of period	$ 71,999	$ 297
Supplemental cash flow information
Cash paid for interest
Cash paid for taxes
Non-cash transactions:
Derivative liability recognized as interest	$ 10,199,778
Derivative liability recognized as debt discount	2,974,163	$ 300,000
Conversion of convertible debt into common stock	37,500
Conversion of convertible debt related party into common stock	14,919	$ 205,440
Conversion of convertible debt into series C preferred stock	$ 3,412,064
Common Stock issued from conversion of convertible debt	1,025,676
Series B preferred stock issued from conversion of debt	$ 550,000

Basis of Presentation and Busin

Basis of Presentation and Business	9 Months Ended
	Sep. 30, 2015
Basis Of Presentation And Business [Abstract]
Basis of Presentation and Business	Note 1 – Basis of Presentation and 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 (“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 September 30, 2015, and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2015, 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, 2014, filed with the SEC on April 22, 2015. 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 75-hectares of vineyards, from which they currently sell grapes to local wineries.

Significant accounting policies

Significant accounting policies	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Significant accounting policies	Note 2 – Significant accounting policies 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 ’ 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 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. During the three months ended September 30, 2015, the Company reduced revenues by $99,150 because the price agreement was changed due to market circumstances in Argentina. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “ ” 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 – Level 2 – Level 3 – 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 December 31, 2014 $ 2,645,300 Issued during the nine months ended September 30, 2015 13,173,941 Converted during the nine months ended September 30, 2015 (3,710,003 ) Change in fair value recognized in operations (4,051,170 ) Balance September 30, 2015 $ 8,058,068 The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following assumptions at September 30, 2015: Estimated Dividends None Expected Volatility 266.03% - 831.76% Risk free interest rate 0.08 - 0.49% Expected term 0.35 to 1.83 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. Foreign Currency Translation The functional currency of Bodega IKAL, S.A and Bodega Silva Valent S.A. are 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.

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 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 $9,850,259 and has a working capital deficit of $8,702,714 as of September 30, 2015. The continuation of the Company as a going concern is dependent upon, among other things, continued financial support from its shareholders 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.

Acquisition

Acquisition	9 Months Ended
	Sep. 30, 2015
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 which collectively own 75 hectares 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: Current assets $ 152,215 Current liabilities (264,264 ) Land 2,250,000 Equipment 500,000 Net Assets Acquired 2,637,951 Goodwill 1,862,049 Consideration 4,500,000

Advance payment for Real Proper

Advance payment for Real Property	9 Months Ended
	Sep. 30, 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. ( “ ” 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.

Investment in non-consolidated

Investment in non-consolidated subsidiary	9 Months Ended
	Sep. 30, 2015
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 8.) 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 equity method of accounting. 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.

Long Term Debt Related Party

Long Term Debt Related Party	9 Months Ended
	Sep. 30, 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 is being 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.

Notes Payable - Related Parties

Notes Payable - Related Parties	9 Months Ended
	Sep. 30, 2015
Notes Payable Related Parties [Abstract]
Notes Payable - Related Parties	Note – Notes Payable – Related Parties Notes Payable – related party (a) 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 $16,990. These amounts were recorded as a loan payable, bearing no interest and due on demand. Convertible Note Payable – related party The Company has issued a Convertible Promissory Note, dated May 1, 2014, in the principal amount of $66,944.04 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 $66,944.04 (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 $170,146.00 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.

Acquisition note payable

Acquisition note payable	9 Months Ended
	Sep. 30, 2015
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 nine months ended September 30, 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.

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2015
Notes Payable [Abstract]
Notes Payable	Note – 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.

Convertible Note Payable

Convertible Note Payable	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
Convertible Note Payable	Note – Convertible Note Payable At September 30, 2015 and December 31, 2014, convertible notes payable consisted of the following: September 30, December 31, 2015 2014 (Unaudited) 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 September 30, 2015, convertible note of $40,000 was converted and no discount remained. $ - $ 25,056 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. These 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 $30,000 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. As of September 30, 2015, the note is presented net of a discount of $6,551. 29,449 - 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 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; $37,000 on April 8, 2015, $21,936 on April 17, 2015, and $9,800 on April 29, 2015. The new maturity date was extended by 1 year from the original maturity date. During the nine months ended September 30, 2015, $6,000 of the note was converted. As of September 30, 2015, the note is presented net of a discount of $66,052 remained. 31,684 - 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 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; $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. As of September 30, 2015, the note is presented net of a discount of $74,917. 14,683 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 September 30, 2015, the note is presented net of a discount of $20,833 remained. 4,167 Total $ 79,983 $ 25,056 Less: current portion of convertible note payable (75,816 ) (25,056 ) Long-term convertible note payable $ 4,167 $ - The remaining principal balance of the convertible notes at September 30, 2015 was $248,336. 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 $168,353 as of September 30, 2015.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 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 5), 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 salary of $5,030 and $0 has been paid and the Company has accrued an amount of $6,220 and $11,250 for the nine months ended September 30, 2015 and 2014. The Company has accrued an aggregate amount of $49,470 since inception which is reflected in accrued expenses in the accompanying Balance Sheet at September 30, 2015. 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 5 and 7 regarding the assignment of the right to acquire 9 condominium units from an entity in which a stockholder of the Company has an interest.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Income Taxes	Note 13 – Income Taxes As of September 30, 2015, the Company had approximately $3,743,100 of federal and state net operating loss carryovers ( “ ” 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.

Stockholders Equity

Stockholders Equity	9 Months Ended
	Sep. 30, 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 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 nine months ended September 30, 2015, $16,107 of principal of the convertible note payable to a related party referred to in Note 8 was converted into 3,715,300 shares of common stock according to the terms of the convertible instrument. During the nine months ended September 30, 2015, $31,500 of principal of the convertible note payable referred to in Note 11 was converted into 412,821 shares of common stock according to the terms of the convertible instrument. During the nine months ended September 30, 2015, 340,000 shares of common stock were issued as consulting fee valued at approximately $28,760. As of September 30, 2015 and December 31, 2014, respectively, 5,314,871 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 at a par value of $0.000001 per share in series. As of September 30, 2015 and December 31, 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 September 30, 2015 and December 31, 2014, 1,200,000 and 0 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 September 30, 2015 and December 31, 2014, 100,000 and 0 shares of series C preferred stock were issued and outstanding.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 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 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 September 30, 2015 none of the award have vested and no compensation cost has been recorded in the Company’s financial statements. Based on the $.0001 per share closing price of the Company’s common stock on September 30, 2015 there was approximately $800,000 of unrecognized compensation cost related to these non-vested restricted shares outstanding.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 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 and did not have any material recognizable subsequent events, except as follows; · On June 4, 2015 the Company has entered into agreements under which it will acquire 60% of the shares of Sociedad Mercantile Inversora Caribe Mar, C.A. (“Carib Mar”) from Oscar Brito, Senior vice president and shareholder of the Company for $500. Carib Mar owns 12.000 square meters of land on Coche Island in the State of Nueva Esparta, Venezuela, on which it plans to build a hotel. On July 7, 2014, Mr. Brito, acquired 312,500 shares of Caribe Mar, comprising 50% of its shares from LW Proyectos y Construcciones C.A., a Venezuelan corporation (the “LW Shares”), and acquired 62,500 shares of Caribe Mar, comprising 10% of its shares, from Isaias Arturo Medina Meijas. Mr. Medina held a right of first refusal with respect to the transfer of the LW Shares, which he waived under an agreement, in consideration of a payment of $50,000 in cash and 2,000 shares of the Series D PIK Convertible Preferred Stock of the Company. The shares of Series D Preferred Stock, when issued and delivered, will have a liquidation preference of $100.00 per share, will accrue dividends at the quarterly rate of $2.1875 per share to be paid prior to the payment of dividends on the common stock, will be optionally redeemable by the Registrant in certain events, and will be convertible into shares of common stock on and after February 1, 2016, such that each share of Series D Stock will be convertible into a number of shares of common stock equal to the Liquidation Value of such share of Series D Stock divided by 90% of the Market Price, as defined, of a share of common stock. Each holder of Series D Stock will have the right to cast at meetings of stockholders a number of votes equal to the number of shares that he holds divided by the market price of a share of common stock. · On September 30, 2015, the Company and Oscar Brito entered into an agreement entitled "Cesion de Derecho Preferencial de Acciones de la Sociedad Mercantil Promotodora de Turismo Hecos, C.A.," under which Mr. Brito would transfer to the Corporation 1,000 shares of Sociedad Mercantil Promotodora de Turismo Hecos, C.A. ("Hecos"), constituting one-third of its share capital, in exchange for 2,500 shares of the Corporation's Series D PIK Convertible Preferred Stock ("Series D Stock"), the certificate of designations of which is being filed with the Secretary of State of the State of Delaware and the provisions of which are discussed above. The shares that he sold to the Registrant comprise his entire interest in Hecos. Hecos owns 20,000 square meters of land in the Jurisdiction of Parroquia Pariaguan, Municipio Francisco de Miranda, State of Anzoategui, as well as architectural plans, engineering plans, renderings and a web site relating to the construction of a hotel on that property.

Significant accounting polici22

Significant accounting policies (Policies)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
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 ’
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 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. During the three months ended September 30, 2015, the Company reduced revenues by $99,150 because the price agreement was changed due to market circumstances in Argentina.
Income Taxes	Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “ ” 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 – Level 2 – Level 3 – 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 December 31, 2014 $ 2,645,300 Issued during the nine months ended September 30, 2015 13,173,941 Converted during the nine months ended September 30, 2015 (3,710,003 ) Change in fair value recognized in operations (4,051,170 ) Balance September 30, 2015 $ 8,058,068 The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following assumptions at September 30, 2015: Estimated Dividends None Expected Volatility 266.03% - 831.76% Risk free interest rate 0.08 - 0.49% Expected term 0.35 to 1.83 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.
Foreign Currency Translation	Foreign Currency Translation The functional currency of Bodega IKAL, S.A and Bodega Silva Valent S.A. are 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.

Significant accounting polici23

Significant accounting policies (Tables)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Schedule of change in Level 3 financial instrument	Balance December 31, 2014 $ 2,645,300 Issued during the nine months ended September 30, 2015 13,173,941 Converted during the nine months ended September 30, 2015 (3,710,003 ) Change in fair value recognized in operations (4,051,170 ) Balance September 30, 2015 $ 8,058,068
Schedule of estimated fair value of the derivative instruments	Estimated Dividends None Expected Volatility 266.03% - 831.76% Risk free interest rate 0.08 - 0.49% Expected term 0.35 to 1.83 years

Acquisition (Tables)

Acquisition (Tables)	9 Months Ended
	Sep. 30, 2015
Business Combinations [Abstract]
Schedule of estimated fair values	Current assets $ 152,215 Current liabilities (264,264 ) Land 2,250,000 Equipment 500,000 Net Assets Acquired 2,637,951 Goodwill 1,862,049 Consideration 4,500,000

Convertible Note Payable (Table

Convertible Note Payable (Tables)	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
Schedule of Convertible Note Payable	September 30, December 31, 2015 2014 (Unaudited) 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 September 30, 2015, convertible note of $40,000 was converted and no discount remained. $ - $ 25,056 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. These 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 $30,000 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. As of September 30, 2015, the note is presented net of a discount of $6,551. 29,449 - 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 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; $37,000 on April 8, 2015, $21,936 on April 17, 2015, and $9,800 on April 29, 2015. The new maturity date was extended by 1 year from the original maturity date. During the nine months ended September 30, 2015, $6,000 of the note was converted. As of September 30, 2015, the note is presented net of a discount of $66,052 remained. 31,684 - 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 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; $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. As of September 30, 2015, the note is presented net of a discount of $74,917. 14,683 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 September 30, 2015, the note is presented net of a discount of $20,833 remained. 4,167 Total $ 79,983 $ 25,056 Less: current portion of convertible note payable (75,816 ) (25,056 ) Long-term convertible note payable $ 4,167 $ -

Basis of Presentation and Bus26

Basis of Presentation and Business (Detail Textuals) - ha	Sep. 30, 2015	Jan. 13, 2015
Bodega IKAL, S.A. and Bodega Silva Valent S.A.
Basis Of Presentation And Business [Line Items]
Area of vineyards		75
Urban Properties LLC
Basis Of Presentation And Business [Line Items]
Percentage of owned subsidiary	99.90%

Significant accounting polici27

Significant accounting policies (Details) - Fair Value, Measurements, Recurring - Level 3 - Derivative liability	9 Months Ended
	Sep. 30, 2015USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance December 31, 2014	$ 2,645,300
Issued during the nine months ended September 30, 2015	13,173,941
Converted during the nine months ended September 30, 2015	(3,710,003)
Change in fair value recognized in operations	(4,051,170)
Balance September 30, 2015	$ 8,058,068

Significant accounting polici28

Significant accounting policies (Details 1) - Derivative liability	9 Months Ended
	Sep. 30, 2015
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Estimated Dividends	0.00%
Minimum
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected Volatility	266.03%
Risk free interest rate	0.08%
Expected term	4 months 6 days
Maximum
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected Volatility	831.76%
Risk free interest rate	0.49%
Expected term	1 year 9 months 29 days

Significant accounting polici29

Significant accounting policies (Detail Textuals) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Accounting Policies [Abstract]
Depreciation methods		straight-line basis
Revenue, net of discounts	$ (99,150)	$ 214,171

Going Concern (Detail Textuals)

Going Concern (Detail Textuals) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Going Concern [Abstract]
Accumulated deficit	$ (9,850,259)	$ (4,043,932)
Working capital deficit	$ 8,702,714

Acquisition (Details)

Acquisition (Details) - USD ($)	Sep. 30, 2015	Jan. 13, 2015
Business Acquisition [Line Items]
Goodwill	$ 1,862,048
Bodega IKAL, S.A. and Bodega Silva Valent S.A.
Business Acquisition [Line Items]
Current assets		$ 152,215
Current liabilities		(264,264)
Land		2,250,000
Equipment		500,000
Net Assets Acquired		2,637,951
Goodwill		1,862,049
Consideration		$ 4,500,000

Acquisition (Detail Textuals)

Acquisition (Detail Textuals) - Bodega IKAL, S.A. and Bodega Silva Valent S.A.	Jan. 13, 2015USD ($)ha
Business Acquisition [Line Items]
Area of Land | ha	75
Principal amount of convertible promissory note	$ 4,500,000
Convertible promissory note
Business Acquisition [Line Items]
Principal amount of convertible promissory note	$ 4,500,000

Advance payment for Real Prop33

Advance payment for Real Property (Detail Textuals) - GBS Capital Partners, Inc. (GBS) - USD ($)	Dec. 05, 2014	Feb. 19, 2015	Sep. 30, 2015
Related Party Transaction [Line Items]
Loans payable to GBS			$ 750,000
Imputed interest rate			8.00%
Advance payment net of imputed interest			$ 665,984
Convertible note payable amount	$ 350,000	$ 400,000
Value assigned to units returned	295,993
Gain on exchange of debt	$ 54,007

Investment in non-consolidate34

Investment in non-consolidated subsidiary (Detail Textuals) - USD ($)	Sep. 30, 2015	Dec. 31, 2014	Dec. 03, 2012
Investments, All Other Investments [Abstract]
Investment in non-consolidated subsidiary	$ 150,000	$ 150,000	$ 150,000
Rights acquired paid in cash			$ 150,000
Equity method investment, ownership interest			26.32%

Long Term Debt - Related Party

Long Term Debt - Related Party (Detail Textuals) - USD ($)	Dec. 05, 2014	Feb. 19, 2015	Dec. 31, 2014	Apr. 13, 2012
Related Party Transaction [Line Items]
Amortization of debt discount			$ 84,016
Long term debt related party			$ 400,000
Series B Preferred Stock
Related Party Transaction [Line Items]
Convertible note payable amount		$ 150,000
Convertible note payable shares		150,000
GBS Capital Partners, Inc. (GBS)
Related Party Transaction [Line Items]
Interest rate				8.00%
Convertible note payable amount	$ 350,000	$ 400,000
GBS Capital Partners, Inc. (GBS) | Series B Preferred Stock
Related Party Transaction [Line Items]
Convertible note payable shares		450,000

Notes Payable - Related Parti36

Notes Payable - Related Parties (Details) - USD ($)	Aug. 13, 2012	Feb. 19, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2014	May. 01, 2014	Apr. 20, 2014	Feb. 19, 2014
Related Party Transaction [Line Items]
Principle amount of note			$ 248,336		$ 248,336
Non-cash interest expense					10,956,842	$ 361,628
Accrued interest			67,095		67,095		$ 52,013	$ 52,013
Operating expenses			124,068	$ 6,573	334,468	$ 65,849
Current portion of convertible notes payable, net of discount			$ 75,816		$ 75,816		$ 25,056	$ 25,056
Common stock, par value (in dollars per share)			$ 0.000001		$ 0.000001		$ 0.000001	$ 0.000001
Original note exchange agreement
Related Party Transaction [Line Items]
Extinguished amount	$ 170,146
Stockholder
Related Party Transaction [Line Items]
Operating expenses								$ 16,990
Promissory note payable
Related Party Transaction [Line Items]
Convertible promissory principal amount	$ 260,000								$ 66,944.04		$ 260,000
Interest rate									0.33%		0.24%
Accrued interest											$ 66,944.04
Percentage price per share on current market value					2.50%
Common stock, par value (in dollars per share)			$ 0.000001		$ 0.000001
Series B Preferred Stock
Related Party Transaction [Line Items]
Convertible note payable amount		$ 150,000
Convertible note payable shares		150,000
Series A Preferred Stock | Original note exchange agreement
Related Party Transaction [Line Items]
Cancellation Of Preferred Stock Share	10,000,000
Promotora Alon-Bell, C.A. | Promissory note payable | Stockholder
Related Party Transaction [Line Items]
Principle amount of note										$ 150,000
Interest rate										11.00%
Non-cash interest expense							$ 16,500
Accrued interest			$ 45,375		$ 45,375

Acquisition note payable (Detai

Acquisition note payable (Detail Textuals) - USD ($)	1 Months Ended	9 Months Ended
	May. 29, 2015	Sep. 30, 2015	Jan. 13, 2015
Business Acquisition [Line Items]
Principle amount of note		$ 248,336
Series C Preferred Stock
Business Acquisition [Line Items]
Principal of the convertible note payable	$ 4,443,900
Newly designated shares	100,000
Convertible promissory note
Business Acquisition [Line Items]
Principal of the convertible note payable		31,500
Bodega IKAL, S.A. and Bodega Silva Valent S.A. | Convertible promissory note
Business Acquisition [Line Items]
Principle amount of note			$ 4,500,000
Repayment of acquisition loan		$ 56,100

Notes Payable (Detail Textuals)

Notes Payable (Detail Textuals) - Bridge Loan	1 Months Ended
	Aug. 28, 2013USD ($)
Short-term Debt [Line Items]
Proceeds from nonrelated party	$ 10,000
Interest rate	15.00%

Convertible Note Payable (Detai

Convertible Note Payable (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Short-term Debt [Line Items]
Total	$ 4,167
Less: current portion of convertible note payable	29,286	$ 39,472
Convertible notes payable
Short-term Debt [Line Items]
Total	79,983	25,056
Less: current portion of convertible note payable	(75,816)	$ (25,056)
Long-term convertible note payable	$ 4,167
Convertible notes payable | Convertible note agreement date, February 25, 2014
Short-term Debt [Line Items]
Total		$ 25,056
Convertible notes payable | Convertible note agreement date February 25, 2014 Two
Short-term Debt [Line Items]
Total	$ 29,449
Convertible notes payable | Convertible note agreement date, March 23, 2015
Short-term Debt [Line Items]
Total	31,684
Convertible notes payable | Convertible note agreement date, May 8, 2015
Short-term Debt [Line Items]
Total	14,683
Convertible notes payable | Convertible note agreement date, July 28, 2015
Short-term Debt [Line Items]
Total	$ 4,167

Convertible Note Payable (Paren

Convertible Note Payable (Parentheticals) (Details) - USD ($)	Aug. 11, 2015	Jul. 08, 2015	Apr. 08, 2015	Sep. 24, 2015	Aug. 25, 2015	Aug. 20, 2015	Jul. 28, 2015	Jul. 23, 2015	May. 29, 2015	Apr. 29, 2015	Apr. 17, 2015	Sep. 30, 2015	Dec. 31, 2014	Feb. 10, 2015
Short-term Debt [Line Items]
Principle amount of note												$ 248,336
Convertible notes payable | Convertible note agreement date, February 25, 2014 | Unrelated Third Party
Short-term Debt [Line Items]
Principle amount of note												$ 40,000
Interest rate												8.00%
Percentage of purchase price												58.00%
Number of trading days												15 days
Convertible note payable redemption, description												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.
Beneficial conversion feature													$ 6,444
Convertible notes payable | Convertible note agreement date February 25, 2014 Two | Unrelated Third Party
Short-term Debt [Line Items]
Principle amount of note								$ 42,000				$ 40,000		$ 42,000
Interest rate								8.00%				8.00%
Percentage of purchase price								30.00%				58.00%
Number of trading days								30 days				15 days
Convertible note payable redemption, description												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.
Convertible promissory note original amount						$ 6,000						$ 30,000
Number of shares issued in exchange of convertible notes payable						200,000
Amount of discount on note												6,551
Convertible notes payable | Convertible note agreement date, March 23, 2015 | Unrelated Third Party
Short-term Debt [Line Items]
Principle amount of note			$ 37,000							$ 9,800	$ 21,936	$ 29,000
Interest rate			10.00%							10.00%	10.00%	10.00%
Percentage of purchase price			2.50%							2.50%	2.50%	2.50%
Number of trading days			3 days							3 days	3 days	3 days
Amount of discount on note												$ 66,052
Convertible note payable amount												6,000
Convertible notes payable | Convertible note agreement date, May 8, 2015 | Unrelated Third Party
Short-term Debt [Line Items]
Principle amount of note	$ 8,000	$ 10,000		$ 6,000	$ 17,600		$ 16,000		$ 25,000			$ 7,000
Interest rate	10.00%	10.00%		10.00%	10.00%		10.00%		10.00%			10.00%
Percentage of purchase price	2.50%	2.50%		2.50%	2.50%		2.50%		2.50%			2.50%
Number of trading days	3 days	3 days		3 days	3 days		3 days		3 days			3 days
Amount of discount on note												$ 74,917
Convertible notes payable | Convertible note agreement date, July 28, 2015 | Unrelated Third Party
Short-term Debt [Line Items]
Principle amount of note												$ 25,000
Interest rate												12.00%
Percentage of purchase price												50.00%
Number of trading days												30 days
Amount of discount on note												$ 20,833

Convertible Note Payable (Det41

Convertible Note Payable (Detail Textuals) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Debt Disclosure [Abstract]
Proceeds from issuance of note payable	$ 166,360	$ 40,000
Principle amount of note	248,336
Discount on convertible note payable	$ 168,353

Related Party Transactions (Det

Related Party Transactions (Detail Textuals) - USD ($)	1 Months Ended	9 Months Ended
	Feb. 19, 2015	Sep. 30, 2015	Sep. 30, 2014
Related Party Transaction [Line Items]
Salary accrued to related party		$ 11,250	$ 11,250
Series B Preferred Stock
Related Party Transaction [Line Items]
Newly designated shares	600,000
GBS Capital Partners, Inc. (GBS)
Related Party Transaction [Line Items]
Minority interest ownership percentage		33.00%
Stockholder
Related Party Transaction [Line Items]
Amount Of Monthly Salary Entitled To Receive		$ 1,250
Monthly salary		5,030	0
Accrued salary		49,470
Salary accrued to related party		$ 6,220	$ 11,250

Income Taxes (Detail Textuals)

Income Taxes (Detail Textuals)	Sep. 30, 2015USD ($)
Income Tax Disclosure [Abstract]
Federal and state net operating loss carryovers	$ 3,743,100

Stockholders Equity (Detail Tex

Stockholders Equity (Detail Textuals)	9 Months Ended
	Sep. 30, 2015$ / sharesshares	Dec. 31, 2014$ / sharesshares
Stockholders Equity [Line Items]
Common stock, per share (in dollars per share) | $ / shares	$ 0.000001	$ 0.000001
Common stock, shares authorized	10,000,000,000	10,000,000,000
Common Stock, shares, issued	5,314,871	846,745
Common stock, shares, outstanding	5,314,871	846,745
Preferred Stock, par value (in dollars per share) | $ / shares	$ 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, stock split ratio	1,000
Series B Preferred Stock
Stockholders Equity [Line Items]
Preferred Stock, par value (in dollars per share) | $ / shares	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	1,200,000	0
Preferred stock, shares outstanding	1,200,000	0
Series C Preferred Stock
Stockholders Equity [Line Items]
Preferred Stock, par value (in dollars per share) | $ / shares	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued	100,000	0
Preferred stock, shares outstanding	100,000	0

Stockholders Equity (Detail T45

Stockholders Equity (Detail Textuals 1) - USD ($)	1 Months Ended			9 Months Ended
	May. 29, 2015	May. 19, 2015	Feb. 19, 2015	Sep. 30, 2015
Stockholders Equity [Line Items]
Stock issued during period, shares, issued as consulting fee				340,000
Stock issued during period, value, issued as consulting fee				$ 28,760
Series B Preferred Stock
Stockholders Equity [Line Items]
Principal of the convertible note payable			$ 150,000
Number of shares issued upon conversion of convertible notes			150,000
Newly designated shares			600,000
Executive officer compensation			$ 50,000
Series C Preferred Stock
Stockholders Equity [Line Items]
Principal of the convertible note payable	$ 4,443,900
Newly designated shares	100,000
Notes Payable Related Party
Stockholders Equity [Line Items]
Principal of the convertible note payable				$ 16,107
Number of shares issued upon conversion of convertible notes				3,715,300
Convertible notes payable
Stockholders Equity [Line Items]
Principal of the convertible note payable				$ 31,500
Number of shares issued upon conversion of convertible notes				412,821
Acquisition note payable | Series C Preferred Stock
Stockholders Equity [Line Items]
Gain on extinguishment of debt		$ 1,687,807
GBS Capital Partners, Inc. (GBS)
Stockholders Equity [Line Items]
Principal of the convertible note payable			$ 400,000
Number of shares issued upon conversion of convertible notes			450,000

Stock-Based Compensation (Detai

Stock-Based Compensation (Detail Textuals) - Restricted Stock Plan - Restricted Stock Plan - Oscar Brito - USD ($)	Nov. 04, 2014	Sep. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-Based Compensation granted	800,000
Shares granted prior to reverse stock split		800,000,000
Unrecognized compensation cost for non-vested restricted shares		$ 800,000
Share Price		$ 0.0001

Subsequent Events (Detail Textu

Subsequent Events (Detail Textuals )	Jul. 07, 2014USD ($)$ / sharesshares	Sep. 30, 2015ft²shares	Jun. 04, 2015USD ($)ft²	Dec. 03, 2012
Subsequent Event [Line Items]
Ownership percentage				26.32%
Series D Convertible Preferred Stock
Subsequent Event [Line Items]
Liquidation preference | $ / shares	$ 100
Accrue dividends rate | $ / shares	$ 2.1875
Percentage of market price	90.00%
Sociedad Mercantile Inversora Caribe Mar, C.A.
Subsequent Event [Line Items]
Ownership percentage			60.00%
Amount paid for acquiring ownership percentage | $			$ 500
Area of land owned | ft²			12
Sociedad Mercantile Inversora Caribe Mar, C.A. | Oscar Brito
Subsequent Event [Line Items]
Ownership percentage	10.00%
Number of shares acquired	62,500
LW Proyectos y Construcciones C.A | Oscar Brito
Subsequent Event [Line Items]
Ownership percentage	50.00%
Number of shares acquired	312,500
LW Proyectos y Construcciones C.A | Isaias Arturo Medina Meijas
Subsequent Event [Line Items]
Payment made for shares waived | $	$ 50,000
LW Proyectos y Construcciones C.A | Isaias Arturo Medina Meijas | Series D Convertible Preferred Stock
Subsequent Event [Line Items]
Shares issued as consideration of shares waived	2,000
Sociedad Mercantil Promotodora de Turismo Hecos, C.A.
Subsequent Event [Line Items]
Area of land owned | ft²		20,000
Sociedad Mercantil Promotodora de Turismo Hecos, C.A. | Series D Convertible Preferred Stock
Subsequent Event [Line Items]
Number of shares transferred		1,000
Number of shares exchanged		2,500