STL Marketing (STLK) 10-K 20 Apr 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Apr. 14, 2016	Jun. 30, 2015
Document And Entity Information
Entity Registrant Name	STL Marketing Group, Inc.
Entity Central Index Key	1,569,055
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Voluntary Filers	No
Entity Well-Known Seasoned Issuer	No
Entity's Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		995,394,273
Trading Symbol	STLK
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,015

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current Assets
Cash	$ 793	$ 102
Total Current Assets	$ 793	102
Property and Equipment, net		5,755
Other Assets
Security deposits	$ 1,135	1,135
Total Assets	1,928	6,992
Current Liabilities:
Accounts payable and accrued liabilities, including $750,470 and $579,120 salaries due to officers, respectively	1,322,834	1,080,854
Accrued liabilities and accounts payable - related party	436,123	385,677
Notes payable - related party	150,322	42,751
Liabilities payable in shares	114,500	114,500
Notes payable	60,000	60,000
Convertible notes payable, net of discount	927,992	978,069
Derivative liabilities	3,037,500	2,439,998
Total Liabilities	6,049,271	5,101,849
Stockholders' Deficit
Common Stock, $0.001 Par Value, 2,600,000,000 Shares Authorized, 910,305,734 Shares Issued and Outstanding at December 31, 2015, 59,763,617 Issued and Outstanding at December 31, 2014	910,306	59,764
Additional paid in capital	(2,675,428)	(2,028,351)
Accumulated Deficit	(7,482,221)	(6,326,270)
Total Stockholders' Deficit	(6,047,343)	(5,094,857)
Total Liabilities and Stockholders' Deficit	1,928	6,992
Class A Preferred Stock [Member]
Stockholders' Deficit
Preferred stock value	1,800,000	1,800,000
Class B Preferred Stock [Member]
Stockholders' Deficit
Preferred stock value	$ 1,400,000	$ 1,400,000
Class C Preferred Stock [Member]
Stockholders' Deficit
Preferred stock value

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Salaries due to officers	$ 750,470	$ 579,120
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	2,600,000,000	2,600,000,000
Common Stock, shares issued	910,305,734	59,763,617
Common Stock, shares outstanding	910,305,734	59,763,617
Class A Preferred Stock [Member]
Preferred Stock, par value, percentage	10.00%	10.00%
Preferred Stock, shares authorized	1,800,000	1,800,000
Preferred Stock, shares issued	1,800,000	1,800,000
Preferred Stock, shares outstanding	1,800,000	1,800,000
Class A Preferred Stock [Member] | Non-Cumulative [Member]
Preferred Stock, par value	$ 1	$ 1
Class B Preferred Stock [Member]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	1,400,000,000	1,400,000,000
Preferred Stock, shares issued	1,400,000,000	1,400,000,000
Preferred Stock, shares outstanding	1,400,000,000	1,400,000,000
Class C Preferred Stock [Member]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	125,000	125,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Revenues
Cost of revenues
Gross profit
Operating expenses
Compensation	$ 248,304	$ 243,304
Professional fees	110,589	368,658
Selling, general and administrative including $37,500 and $75,000, to related parties, respectively	44,192	135,686
Total operating expenses	403,085	747,648
Loss from operations	(403,085)	(747,648)
Other income (expense):
Interest expense, including $10,210 and $2,392 to related parties	$ (214,362)	(513,712)
Interest expense - Tarpon Bay Partners		(83,428)
Change in fair value of derivative liabilities	$ (675,045)	1,369,729
Gain on extinguishment of derivative liabilities	291,118	280,158
Private placement costs	(154,577)	(525,833)
Other income (expense) - net	(752,866)	526,914
Net Loss	$ (1,155,951)	$ (220,734)
Net loss per common share - basic and diluted	$ 0	$ 0
Weighted average common shares outstanding - basic and diluted	586,638,334	237,058,602

Consolidated Statements of Ope5

Consolidated Statements of Operations (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Selling, general and administrative to related parties	$ 37,500	$ 75,000
Interest expense to related parties	$ 10,210	$ 2,392

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Deficit - USD ($)	Class A Preferred Stock [Member]	Class B Preferred Stock [Member]	APIC Preferred Stock [Member]	Discount On Preferred Stock [Member]	Common Stock Class B [Member]	APIC Common Stock [Member]	Deficit [Member]	Total
Balance at Dec. 31, 2013	$ 1,800,000	$ 1,400,000	$ (232,000)	$ (2,466,999)	$ 9,282	$ 204,718	$ (6,105,536)	$ (5,390,535)
Balance, shares at Dec. 31, 2013	1,800,000	1,400,000,000			9,281,568
Reclassification			$ 232,000	$ 2,466,999		(2,698,999)
Shares issued for services and payment of fee					$ 1,991	115,649		$ 117,640
Shares issued for services and payment of fee, shares					1,991,944
Stock issued for conversion of note payable					$ 33,798	118,240		152,038
Stock issued for conversion of note payable, Shares					33,797,238
Shares issued to Tarpon Bay Partners					$ 14,693	232,041		246,734
Shares issued to Tarpon Bay Partners, shares					14,692,867
Net Loss							(220,734)	(220,734)
Balance at Dec. 31, 2014	$ 1,800,000	$ 1,400,000			$ 59,764	(2,028,351)	$ (6,326,270)	(5,094,857)
Balance, shares at Dec. 31, 2014	1,800,000	1,400,000,000			59,763,617
Adjustment for reverse stock split					622
Stock issued for conversion of note payable					$ 850,542	(647,077)		203,465
Stock issued for conversion of note payable, Shares					850,541,495
Net Loss							$ (1,155,951)	(1,155,951)
Balance at Dec. 31, 2015	$ 1,800,000	$ 1,400,000			$ 910,306	$ (2,675,428)	$ (7,482,221)	$ (6,047,343)
Balance, shares at Dec. 31, 2015	1,800,000	1,400,000,000			910,305,734

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash Flows From Operating Activities:
Net Loss	$ (1,155,951)	$ (220,734)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	$ 5,755	2,115
Stock based compensation		117,640
Deferred offering costs		84,070
Amortization of debt discount	$ 151,097	407,398
Change in fair value of derivative liabilities	675,045	(1,369,729)
Private placement costs	$ 154,577	525,833
Amortization of deferred offering costs		15,930
Interest Expense - Tarpon Bay Partners		83,428
Gain on extinguishment of derivative liabilities	$ (291,118)	(280,158)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	244,269	286,607
Accounts payable - related party	50,446	61,425
Net Cash Used in Operating Activities	$ (165,880)	(286,175)
Cash Flows From Investing Activities:
Purchase of property and equipment		(640)
Security deposits		3,398
Net Cash Provided by Investing Activities		2,758
Cash Flows From Financing Activities:
Proceeds from related party notes payable	$ 112,571	2,873
Payment of related party notes payable	(5,000)	(34,071)
Proceeds from convertible notes	59,000	314,000
Net Cash Provided by Financing Activities	166,571	282,802
Net increase (decrease) cash	691	(615)
Cash at beginning of period	102	717
Cash at end of period	793	102
Supplemental disclosure of non-cash investing and financing activities:
Conversion of convertible notes into common stock	201,175	$ 142,181
Conversion of accrued interest on convertible note into common stock	$ 2,288
Note payable issued for deferred offering costs		$ 25,000
Common stock issued for fees		50,000
Liabilities settled in connection with the Liabilities Purchase Agreement		$ 165,447

Nature of Operations

Nature of Operations	12 Months Ended
	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	Note 1 – Nature of Operations Nature of Operations STL Marketing Group, Inc., the “Company”, has several business operations. The Company’s initial focus, renewable energy, is currently on hold due to political delays in this industry in Costa Rica. The Company has pivoted to technology, a core competency of its senior management team. The Company has sales and marketing operations in: (1) PhoneSuite Solutions, an IP PBX product for the hospitality industry (2) F3TCH, a patent pending technology, that virtualizes the hotel guest room telephone to a guest’s smart phone or device. STL Marketing Group, Inc. (the “Company,” “our Company,” “we,” “us,” “our,” or “STL,” was incorporated under the laws of the State of Colorado on February 16, 1999 under the original name of Fountain Colony Ventures, Inc. Fountain Colony Ventures, Inc. changed its name to SGT Ventures, Inc. in March 2006. In June 2006, SGT Ventures, Inc. changed its name to Stronghold Industries, Inc. On October 30, 2007, Stronghold Industries, Inc. entered into a share purchase and exchange agreement with Image Worldwide, Inc. The Company name was officially changed with the Secretary of State to Image Worldwide, Inc. (“Image Worldwide”) on November 21, 2007. Image Worldwide entered into a share exchange agreement with St. Louis Packaging Inc. and Image Worldwide Marketing, Inc., a Delaware corporation, on January 31, 2009. On November 27, 2009 the Company entered into an asset purchase agreement to sell all of its assets to Invicta Group, Inc., a Nevada corporation. In April 2009, the Company changed its name to STL Marketing Group, Inc. On October 15, 2012, the Company transferred ownership to Versant I, Inc., a Panamanian company owned by the current CEO. On February 4, 2013 the Company entered into a share exchange and merged with Versant Corporation, a Delaware company whereby Versant became the Company’s wholly owned operating subsidiary. The transaction was accounted for as a reverse merger. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the year ended December 31, 2015, the Company incurred a net loss of $1,155,951, used cash in operations of $165,880, and at December 31, 2015, had a stockholders’ deficit of $6,047,343. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. At December 31, 2015, the Company had cash on hand in the amount of $793. Management estimates that the current funds on hand will not be sufficient to continue operations. Management is currently seeking additional funds, primarily through the issuance of debt and equity securities for cash to operate our business, and estimates that a significant amount of capital will be necessary to advance the development of our projects to the point at which they will become commercially viable. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case of equity financing. The ability of the Company to continue as a going concern is dependent on management’s plans, which include further implementation of its business plan and continuing to raise funds through debt and/or equity raises.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The more significant estimates and assumptions by management include, among others, the accrual of potential liabilities, and the assumptions used in valuing derivatives and share-based instruments issued for services and financing. Actual results could differ from those estimates. Cash and cash equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Property and Equipment Property and equipment is stated at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets, which ranges from three to seven years. The Company evaluates property and equipment for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. The Company had no such impairments at December 31, 2015 and 2014. Income Taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Share-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (FASB) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then revalued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Fair Value of Financial Instruments The fair value of our financial assets and liabilities reflects our estimate of amounts that we would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of our assets and liabilities, we seek to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs based on the Company’s assumptions and not corroborated by market data. As of December 31, 2015 and December 31, 2014, the Company’s consolidated balance sheets included the fair value of derivative liabilities of $3,037,500 and $2,439,998, respectively, which was based on Level 2 measurements. The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and notes payable. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. Reverse Stock Split In October 2014, the Company’s board of directors and stockholders approved an amended and restated certificate of incorporation to affect a reverse split of shares of our common stock at a 1-for-15 ratio. The reverse split became effective in March 2015. The par value and the authorized shares of the common and convertible preferred stock were not adjusted as a result of the reverse split. All issued and outstanding common stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse split for all periods presented. Net Loss per Common Share Basic loss per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all potentially dilutive shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. At December 31, 2015 and 2014, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock as their effect would have been anti-dilutive: Common stock equivalents are as follows: December 31, 2015 December 31, 2014 Convertible Debt 26,317,577,848 151,220,118 Liability to be paid in shares 545,000,000 2,422,222 Liability to be paid in shares (30% discount) 1,016,669,714 4,289,961 Common stock equivalents 27,879,247,562 157,932,301 Advertising and Marketing Costs Marketing costs are expensed as incurred and are included in selling, general, and administrative expenses. For the years ended December 31, 2015 and 2014, marketing expenses were $7,187 and $82,048, respectively. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. Reclassification In presenting the Company’s consolidated statements of stockholders’ deficit for the year ended December 31, 2014, the Company presented ($232,000) of additional paid in capital –preferred stock and ($2,466,999) of discount on preferred stock. In presenting the Company’s consolidated statement of stockholders’ deficit in the accompanying consolidated financial statements, the Company has reclassified the ($232,000) and ($2,466,999) to additional paid in capital. There was no effect on total assets, total liabilities, total equity, or net loss.

Restatement of Prior Periods

Restatement of Prior Periods	12 Months Ended
	Dec. 31, 2015
Accounting Changes and Error Corrections [Abstract]
Restatement of Prior Periods	Note 3 – Restatement of Prior Periods For the year ended December 31, 2014, it was determined that the Company had previously recorded $354,920 related to issuance of shares of common stock where the par value of those shares in excess of their fair value had been recorded as an expense and not a reduction of additional paid in capital, had previously recorded a gain of $280,158 on the extinguishment of a derivative liability related to debt as additional paid in capital, and not recorded an expense of $84,070 for a previously recorded prepaid asset related to professional fees of an abandoned offering. The following sets forth the significant effects of the aforementioned restatement to the Company’s consolidated financial statements as of December 31, 2014: December 31, 2014 As Previously Reported 2014 Adjustment December 31, 2014 As Restated Reference Balance Sheet Current Assets $ 84,172 $ (84,070 ) $ 102 [1] Total Assets $ 91,062 $ (84,070 ) $ 6,992 Accounts payable and accrued expenses $ 1,447,850 $ 1,447,50 Convertible Notes, net of discount 978,069 $ 978,069 Other 235,932 $ 235,932 Derivative Liabilities 2,439,998 $ 2,439,998 Total Liabilities $ 5,101,849 $ 5,101,849 Preferred Stock and common stock 3,259,764 3,259,764 Additional Paid in Capital-Preferred (2,698,999 ) 2,698,999 - [4] Additional Paid in Capital 1,305,726 (354,920) (280,158) (2,698,999 ) (2,028,351 ) [2], [3], [4] Accumulated Deficit (6,877,278 ) 551,008 (6,326,270 ) Total Shareholders’ Deficit 5,010,787 (84,070 ) (5,094,857 ) Total Liabilities & Stockholders’ Deficit $ 91,062 $ (84,070 ) $ 6,992 Statement of operations Total operating expenses $ 663,579 $ 84,070 $ 747,648 [1] Interest expense (461,234 ) 354,920 (106,314 ) [2] Interest expenses-discount on notes (407,398 ) - (407,398 ) Interest expense - Tarpon Bay Partners (83,428 ) - (83,428 ) Change in fair value of derivative liabilities 1,369,729 1,369,729 Derivative expense (525,832 ) - (525,832 ) Gain on extinguishment of derivative - 280,158 280,158 [3] Net loss $ (771,742 ) $ 551,008 $ (220,734 ) Net loss per share, basic and diluted $ (0.03 ) (0.00 ) $ (0.03 ) For the year ended December 31, 2014, the net cash used in operations of $(286,175), net cash provided by investing activities of $2,758, and net cash provided by financing activities of $282,802 as previously reported have not changed, therefore the statement of cash flows information is omitted. The restatements to the financial statements for the year ended December 31, 2014 are as follows: 1. Expense deferred offering costs for professional fees on abandoned financing. 2. To adjust $354,920 related to issuance of shares of common stock where the par value of those shares in excess of their fair value was previously recorded as an expense and not a reduction of additional paid in capital. 3. Correct the accounting for the extinguishment of derivative liabilities due to conversion of debt originally accounted for as additional paid capital adjustment 4. Reclassification of additional paid in capital to conform the 2014 to the 2015 presentation.

Liabilities Payable in Shares

Liabilities Payable in Shares	12 Months Ended
	Dec. 31, 2015
Liabilities Payable In Shares
Liabilities Payable in Shares	Note 4 – Liabilities Payable in Shares In August 2012, the Company executed a consulting agreement with a third party to provide various services. Under the terms of the agreement, the consultant would be paid $10,000 per month for six months in the form of free trading shares. The share total is computed as follows: earned compensation will accrue interest at 6%, and accrued compensation will be convertible into 70% of the average of the lowest three closing bid prices of the 20 days preceding any conversion. At December 31, 2015 and 2014, a balance of $60,000 remains outstanding and at December 31, 2015, is convertible into 1,016,669,714 shares of Common Stock. In January 2014, the Company executed a three-month consulting agreement with a third party to provide strategic planning matters. The consultant would be paid $15,000 per month for three months in the form of restricted common stock, using the average of the last five trading days of the month. As of December 31, 2015 and 2014, a balance of $15,000 remains outstanding and at December 31, 2015, is convertible into 150,000,000 shares of Common Stock. In February 2014, the Company engaged an attorney as counsel. According to the engagement contract, a portion of the fees due to the attorney would be paid in restricted common shares. As of December 31, 2015 and 2014, the Company has fees payable in the amount of $39,500, which at December 31, 2015 is convertible into 395,000,000 shares of Common Stock.

Notes Payable

Notes Payable	12 Months Ended
	Dec. 31, 2015
Debt Disclosure [Abstract]
Notes Payable	Note 5 – Notes Payable December 31, 2015 December 31, 2014 In October 2010, a third party loaned the Company $50,000 under a demand note bearing zero interest. At December 31, 2015 and 2014, this note is in default. $ 50,000 $ 50,000 In March 2011, third parties loaned the Company $10,000 under a demand note bearing zero interest. The note was acquired in the merger and at December 31, 2015 and 2014 is in default. 10,000 10,000 $ 60,000 $ 60,000

Convertible Notes Payable

Convertible Notes Payable	12 Months Ended
	Dec. 31, 2015
Debt Disclosure [Abstract]
Convertible Notes Payable	Note 6 – Convertible Notes Payable At December 31, 2015 and December 31, 2014, convertible notes consisted of the following: December 31, 2015 December 31, 2014 Unsecured convertible notes payable $ 942,144 $ 1,084,319 Debt discount (14,152 ) (106,250 ) Notes payable, net of discount $ 927,992 $ 978,069 From 2009 to 2015, the Company issued Convertible Promissory Notes (“Notes”) to various accredited investors. The Notes bear interest ranging from 8% to 12% per annum and mature on various dates from February 2010 to September 2016. The Company is currently in default of payment for Notes that matured in February 2010 through July 2015 in the aggregate principal amount of $893,330. The Notes are convertible into shares of Common Stock of the Company at the option of the holder commencing on various dates following the issuance date of the Notes and ending on the later of the maturity date or date of full payment of principal and interest. The principal amount of the Notes along with, at the holder’s option, any unpaid interest and penalties, are convertible at price per share at discounts ranging from 10% to 75% of the Company’s Common Stock trading market price during a certain time period, as defined in the agreements. Further, the conversion prices for three notes are subject to a floor such that the conversion prices will not be less than a certain price, as defined in the agreement, with such floor prices ranging from $0.004 to $0.015 per share. In addition, the conversion prices are subject to adjustment in certain events, such as in conjunction with any sale, conveyance or disposition of all or substantially all of the Company’s assets or consummation of a transaction or series of related transactions in which the Company is not the surviving entity. As of December 31, 2014, the balance of the Notes was $1,084,319. During the year ended December 31, 2015, the Company issued $59,000 of new unsecured convertible notes. During the year ended December 31, 2015, note holders converted $201,175 of principal and $2,288 of accrued interest into 850,541,495 shares of the Company’s common stock. At December 31, 2015, the principal balance of the Notes was $942,144. As of December 31, 2014, the debt discount related to issuance of the Notes was $106,250. During the year ended December 31, 2015, the Company recorded debt discounts of $59,000, and recorded discount amortization of $151,098. As of December 31, 2015, debt discount was $14,152. The remainder of the valuation discount will be amortized as interest expense over the remaining term of the note of one year. As of December 31, 2013, the balance of the Notes was $882,000. During the year ended December 31, 2014, the Company issued $344,500 of new unsecured convertible notes, of which $314,000 were issued for cash. During the year ended December 31, 2014, note holders converted $142,181 of principal and $9,857 of accrued interest into 33,797,238 shares of the Company’s common stock. At December 31, 2014, the principal balance of the Notes was $1,084,319. As of December 31, 2013, the debt discount related to issuance of the Notes was $184,312. During the year ended December 31, 2014, the Company recorded debt discounts of $329,336, and recorded discount amortization of $407,398. As of December 31, 2014, debt discount was $106,250. The Company determined that the conversion prices of the Notes were not a fixed amount because they were subject to an adjustment based on the occurrence of future offerings or events. In addition, the Company determined that instruments with floor prices ranging from $0.004 to $0.015 were de minimus and in substance not indexed to the Company’s own stock. As a result, the Company determined that the conversion features of the Notes were not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance (See Note 7). Management and legal counsel have reviewed previous agreements and believe, pursuant to the Stock Purchase and Share Exchange Agreement effective as of January 31, 2009 (the “2009 Agreement”) entered into by the Company (then known as Image Worldwide, Inc., a Colorado corporation). Image Worldwide Marketing, Inc., a Delaware corporation and subsidiary of the Company (“Image Worldwide Marketing Delaware”), and St. Louis Packaging, Inc., an Illinois corporation, that Image Worldwide Delaware should have assumed all liabilities of the Company as of or prior to the 2009 Agreement. Management believes this amounts to $308,333 of debt (including $265,000 of convertible debt), plus its related interest and derivatives. The Company is currently reviewing and weighing its options and will proceed accordingly. At December 31, 2015 and 2014 this debt is included on the accompanying consolidated financial statements.

Derivative liabilities

Derivative liabilities	12 Months Ended
	Dec. 31, 2015
Derivative Liability [Abstract]
Derivative liabilities	Note 7 – Derivative Liabilities Under authoritative guidance issued by the FASB debt instruments, which do not have fixed settlement provisions, are deemed to be derivative instruments. The conversion feature of the Company’s convertible notes payable and liabilities payable in shares (described in Note 5 and 6 above) did not have fixed settlement provisions because the ultimate determination of shares to be issued could exceed current available authorized shares. In accordance with the FASB authoritative guidance, the conversion feature of the financial instruments was separated from the host contract and recognized as a derivative instrument. The conversion feature of the financial instruments had been characterized as a derivative liability and was re-measured at the end of every reporting period with the change in value reported in the statement of operations. The derivative liability was valued at the following dates using a probability weighted Black-Scholes-Merton model with the following assumptions: December 31, 2015 January to December, 2015 (Dates of Inception) December 31, 2014 Conversion feature: Risk-free interest rate 0.33 % .11 % 0.03 % Expected volatility 262%-549 % 636%-756 % 290%-959 % Expected life (in years) 0.25 -1 year 0.33-1 year 0.1-1.68 years Expected dividend yield - - - Fair Value: Conversion feature $ 3,037,500 $ 213,577 $ 2,439,998 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The expected life of the conversion feature of the notes was based on the remaining terms of the financial instruments. The expected dividend yield was based on the fact that the Company has not customarily paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. At December 31, 2014, the balance of the derivative liabilities was $2,439,998. During the year ended December 31, 2014, the Company recorded additional derivative liabilities of $213,575. In addition, during the period ended December 31, 2015, convertible notes and accrued interest totaling $203,465 were converted into shares of common stock and the Company recorded a gain of $291,118 related to the extinguishment of the corresponding derivative liability. As of December 31, 2015, the Company re-measured the derivative liabilities and determined the fair value to be $3,037,500, and for the year ended December 31, 2015, recorded a loss on the change in fair value of derivatives of $675,045. At December 31, 2013, the balance of the derivative liabilities was $3,250,672. During the year ended December 31, 2014, the Company recorded additional derivative liabilities of $839,213. In addition, during the period ended December 31, 2015, convertible notes and accrued interest totaling $152,038 were converted into shares of common stock and the Company recorded a gain of $280,158 related to the extinguishment of the corresponding derivative liability. As of December 31, 2015, the Company re-measured the derivative liabilities and determined the fair value to be $2,439,998, and for the year ended December 31, 2015, recorded a gain on the change in fair value of derivatives of $1,369,729.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2015
Related Party Transactions [Abstract]
Related Party Transactions	Note 8 – Related Party Transactions (A) Accounts Payable and Accrued Liabilities – Related Party Since April 8, 2010 through December 31, 2015, management and board members have been advancing funds to the Company, paying expenses on behalf of the Company, and deferring salaries and consulting fees. As of December 31, 2015 and December 31, 2014, accounts payable and accrued liabilities due to board members and companies owned by board members totaled $436,123 and $385,677, respectively, these amounts are unsecured, non-interest bearing, and due on demand. (B) Related Party Consulting Services The Company incurred consulting expenses to a company that is owned by a board member, and for the period ending December 31, 2015 and 2014 the amounts were $37,500 and $75,000 respectively. (C) Notes Payable – Related Parties The Company executed various promissory notes to related parties since inception. The balance of the outstanding notes at December 31, 2013 was $73,949. During the year ended December 31, 2014, notes were issued for $2,873 to related parties, and the Company repaid $34,071 of notes to related parties. The notes mature in 3 months to 1 year, are unsecured, and have interest rate at 6%, per annum. The balance of the outstanding notes at December 31, 2014 was $42,751. During the year ended December 31, 2015, notes were issued in the amount of $112,571 to related parties. The notes mature in 3 months to 1 year, are unsecured, and have interest rate at 6%, per annum. During the year ended December 31, 2015, the Company repaid $5,000 on notes to related parties. The balance of the outstanding notes at December 31, 2015 was $150,322. At December 31, 2015, the Company is in default on $71,446 of these notes.

Stockholders Deficit

Stockholders Deficit	12 Months Ended
	Dec. 31, 2015
Equity [Abstract]
Stockholders Deficit	Note 9 – Stockholders Deficit Series A Convertible Preferred Stock 1,800,000 shares of our Series A Preferred Stock (the “Series A Preferred”) have been designated, of which 1,800,000 are issued and outstanding and held by five shareholders. Each share of the Series A Preferred has one vote per share and the holder(s) of the Series A Preferred shall have the right to vote with the holders of the Company’s Common Stock on all matters that are submitted to the Company’s stockholders. Each share of the Series A Preferred Stock shall be entitled to a 10% preferred annual dividend on Par ($0.10 per share) non-cumulative on any dividends, whether ordinary or liquidating that may be declared or paid by this Company. At the option of the holder of the Series A Preferred, each share of the Series A Preferred may be converted into the Company’s common stock at any time and from time to time after March 1, 2018. The Series A Preferred does not contain any sinking fund provisions. Series B Preferred Stock 1,400,000,000 shares of our Series B Preferred Stock have been designated, of which all are issued and outstanding and held by one shareholder. Each share of the Series B Preferred Stock (the “Series B Preferred”) shall have a 1.6 votes per share and shall be entitled to any non-preferred dividends, whether ordinary or liquidating, that may be declared or paid by the Company. The Series Preferred do not have contain any sinking fund provisions and have no conversion rights. Series C Convertible Preferred Stock 125,000 shares of our Series C Preferred Stock (the “Series C Preferred”) have been designated, of which none are currently issued and outstanding. The Series C Preferred do not have voting rights and are not entitled to any dividends. The Series C preferred do not contain any sinking fund provisions. At the option of the holder of the Series C Preferred, each share of the Series C Preferred may be converted into the Company’s Common Stock at a 50% discount to the average of the lowest three (3) trading prices in the ten trading days immediately prior to the date upon which the Series C Preferred is converted. Common Stock For the year ended December 31 2015, 850,541,495 shares of common stock were issued to holders of various convertible notes that converted $203,465 of principal and accrued interest. For the year ended December 31 2014, 33,797,238 shares of common stock were issued to the holders of various convertible notes that converted $152,038 in principal and accrued interest. During the period ended December 31, 2014, the Company issued 14,692,867 shares of common stock to Tarpon Bay Partners valued at $246,734, of which Tarpon received fees of $81,287 and $165,447 reduced past due accounts payable. During the year ended December 31, 2014, the Company issued 1,991,944 shares of common stock with a fair value of $117,460 for $67,460 for services rendered and the payment of a $50,000 of note payable.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 10– Commitments and Contingencies Payable to Tarpon Bay Partners LLC In 2014, Tarpon Bay Partners LLC (Tarpon) assumed $519,282 of past due accounts payable of the Company from various creditors of the Company. Tarpon then commenced an action against the Company to recover the aggregate of the past due accounts. On March 19, 2014, the Circuit Court of the Second Judicial Circuit for Leon County, Florida approved an agreement between the Company and Tarpon, in which the Company agreed to issue shares of the Company’s common stock to Tarpon sufficient to generate proceeds equal to the aggregate of the past due accounts. In addition, Tarpon will receive a fee of approximately 33% based on the proceeds. The Company will record the fees as the shares are issued and the past due accounts are paid. The past due amounts assumed are recorded as current liabilities of the Company until settled under the assignment agreement. During the period ended December 31, 2015, the Company did not issue any shares of common stock to Tarpon in connection with the agreement. During the period ended December 31, 2014, the Company issued 14,692,867 shares of common stock to Tarpon valued at $246,734, of which Tarpon received fees of $81,287 and $165,447 reduced past due accounts payable, leaving a balance owed to vendors of $353,836. At December 31, 2015 and December 31, 2014, the balance due of $353,836 is included in accounts payable and accrued liabilities on the accompanying balance sheets. A portion of the fees that Tarpon has received has not been fully documented by Tarpon to the Company as requested, and therefore are in dispute and are pending of file date. For purposes of presentation in the accompanying financial statements, we have recorded these fees as fees paid to Tarpon. As part of the agreement with Tarpon, the Company issued to Tarpon two convertible notes aggregating $50,000, which were due in May 2014 and September 2014. At December 31, 2015 and December 31, 2014, the notes total $41,680 and are included in the balance of convertible notes payable, net of discount on the accompanying balance sheets. The notes are currently in default. At December 31, 2015, the amounts outstanding on the notes plus accrued interest was $48,176, and are convertible into 963,511,000 shares of the Company’s common stock. Litigations, Claims and Assessments The Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. Other than the below litigation with the Costa Rican Investment Bank, the Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results. In 2012, the Company filed an arbitration claim with the “Centro Internacional de Conciliacion y Arbitraje” or “CICA” alleging that Grupo Aldesa, S.A., its then investment bank, withheld $195,400 of investor funds from the Company in mid-2011 for its own use and benefit and contrary to the executed agreement between the companies. The case claims that Aldesa received funds from two investors and remitted 50% of those funds and keeping the balance without authorization. Additionally, the Company did notify the Federal Bureau of Investigation (FBI), as well as, the State Attorney General of both Delaware and Colorado in mid-2012. Grupo Aldesa appealed to the Sala Primera de la Corte Suprema (the Supreme Court over these types of legal matters) in October of 2012 claiming CICA did not have subject matter jurisdiction or the right to adjudicate the case. In a strongly worded opinion Sala Primera rejected Aldesa’s appeal in the Company’s favor. CICA has received the official notice from the Sala Primera regarding the opinion and has taken up the case from where we were before the appeal. The CICA process has reached its final legal stage and we are awaiting the final judgment.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	Note 11 – Subsequent Events On February 11, 2016, the Company entered into an agreement with Camposagrado, Inc. to exclusively license and commercialize Camposagrado’s patent pending Application or “App” to the worldwide hospitality industry (U.S. Pat. Application No. 14/877,595). Subsequent to December 31, 2015, convertible note holders converted $4,594 of principal and $92 of accrued interest into 85,088,539 shares of the Company’s common stock at conversion prices ranging from $0.00004 to $0.00005 per share.

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Estimates	Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The more significant estimates and assumptions by management include, among others, the accrual of potential liabilities, and the assumptions used in valuing derivatives and share-based instruments issued for services and financing. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and cash equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.
Property and Equipment	Property and Equipment Property and equipment is stated at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets, which ranges from three to seven years. The Company evaluates property and equipment for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. The Company had no such impairments at December 31, 2015 and 2014.
Income Taxes	Income Taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Share-Based Compensation	Share-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (FASB) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then revalued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of our financial assets and liabilities reflects our estimate of amounts that we would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of our assets and liabilities, we seek to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs based on the Company’s assumptions and not corroborated by market data. As of December 31, 2015 and December 31, 2014, the Company’s consolidated balance sheets included the fair value of derivative liabilities of $3,037,500 and $2,439,998, respectively, which was based on Level 2 measurements. The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and notes payable. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.
Reverse Stock Split	Reverse Stock Split In October 2014, the Company’s board of directors and stockholders approved an amended and restated certificate of incorporation to affect a reverse split of shares of our common stock at a 1-for-15 ratio. The reverse split became effective in March 2015. The par value and the authorized shares of the common and convertible preferred stock were not adjusted as a result of the reverse split. All issued and outstanding common stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse split for all periods presented.
Net Loss Per Common Share	Net Loss per Common Share Basic loss per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all potentially dilutive shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. At December 31, 2015 and 2014, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock as their effect would have been anti-dilutive: Common stock equivalents are as follows: December 31, 2015 December 31, 2014 Convertible Debt 26,317,577,848 151,220,118 Liability to be paid in shares 545,000,000 2,422,222 Liability to be paid in shares (30% discount) 1,016,669,714 4,289,961 Common stock equivalents 27,879,247,562 157,932,301
Advertising and Marketing Costs	Advertising and Marketing Costs Marketing costs are expensed as incurred and are included in selling, general, and administrative expenses. For the years ended December 31, 2015 and 2014, marketing expenses were $7,187 and $82,048, respectively.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
Reclassification	Reclassification In presenting the Company’s consolidated statements of stockholders’ deficit for the year ended December 31, 2014, the Company presented ($232,000) of additional paid in capital –preferred stock and ($2,466,999) of discount on preferred stock. In presenting the Company’s consolidated statement of stockholders’ deficit in the accompanying consolidated financial statements, the Company has reclassified the ($232,000) and ($2,466,999) to additional paid in capital. There was no effect on total assets, total liabilities, total equity, or net loss.

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Schedule of Common Stock Equivalents	Common stock equivalents are as follows: December 31, 2015 December 31, 2014 Convertible Debt 26,317,577,848 151,220,118 Liability to be paid in shares 545,000,000 2,422,222 Liability to be paid in shares (30% discount) 1,016,669,714 4,289,961 Common stock equivalents 27,879,247,562 157,932,301

Restatement of Prior Periods (T

Restatement of Prior Periods (Tables)	12 Months Ended
	Dec. 31, 2015
Accounting Changes and Error Corrections [Abstract]
Schedule of Restatement of Prior Periods	The following sets forth the significant effects of the aforementioned restatement to the Company’s consolidated financial statements as of December 31, 2014: December 31, 2014 As Previously Reported 2014 Adjustment December 31, 2014 As Restated Reference Balance Sheet Current Assets $ 84,172 $ (84,070 ) $ 102 [1] Total Assets $ 91,062 $ (84,070 ) $ 6,992 Accounts payable and accrued expenses $ 1,447,850 $ 1,447,50 Convertible Notes, net of discount 978,069 $ 978,069 Other 235,932 $ 235,932 Derivative Liabilities 2,439,998 $ 2,439,998 Total Liabilities $ 5,101,849 $ 5,101,849 Preferred Stock and common stock 3,259,764 3,259,764 Additional Paid in Capital-Preferred (2,698,999 ) 2,698,999 - [4] Additional Paid in Capital 1,305,726 (354,920) (280,158) (2,698,999 ) (2,028,351 ) [2], [3], [4] Accumulated Deficit (6,877,278 ) 551,008 (6,326,270 ) Total Shareholders’ Deficit 5,010,787 (84,070 ) (5,094,857 ) Total Liabilities & Stockholders’ Deficit $ 91,062 $ (84,070 ) $ 6,992 Statement of operations Total operating expenses $ 663,579 $ 84,070 $ 747,648 [1] Interest expense (461,234 ) 354,920 (106,314 ) [2] Interest expenses-discount on notes (407,398 ) - (407,398 ) Interest expense - Tarpon Bay Partners (83,428 ) - (83,428 ) Change in fair value of derivative liabilities 1,369,729 1,369,729 Derivative expense (525,832 ) - (525,832 ) Gain on extinguishment of derivative - 280,158 280,158 [3] Net loss $ (771,742 ) $ 551,008 $ (220,734 ) Net loss per share, basic and diluted $ (0.03 ) (0.00 ) $ (0.03 ) For the year ended December 31, 2014, the net cash used in operations of $(286,175), net cash provided by investing activities of $2,758, and net cash provided by financing activities of $282,802 as previously reported have not changed, therefore the statement of cash flows information is omitted. The restatements to the financial statements for the year ended December 31, 2014 are as follows: 1. Expense deferred offering costs for professional fees on abandoned financing. 2. To adjust $354,920 related to issuance of shares of common stock where the par value of those shares in excess of their fair value was previously recorded as an expense and not a reduction of additional paid in capital. 3. Correct the accounting for the extinguishment of derivative liabilities due to conversion of debt originally accounted for as additional paid capital adjustment 4. Reclassification of additional paid in capital to conform the 2014 to the 2015 presentation.

Notes Payable (Tables)

Notes Payable (Tables)	12 Months Ended
	Dec. 31, 2015
Debt Disclosure [Abstract]
Schedule of Notes Payable	December 31, 2015 December 31, 2014 In October 2010, a third party loaned the Company $50,000 under a demand note bearing zero interest. At December 31, 2015 and 2014, this note is in default. $ 50,000 $ 50,000 In March 2011, third parties loaned the Company $10,000 under a demand note bearing zero interest. The note was acquired in the merger and at December 31, 2015 and 2014 is in default. 10,000 10,000 $ 60,000 $ 60,000

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables)	12 Months Ended
	Dec. 31, 2015
Debt Disclosure [Abstract]
Schedule of Convertible Debt	At December 31, 2015 and December 31, 2014, convertible notes consisted of the following: December 31, 2015 December 31, 2014 Unsecured convertible notes payable $ 942,144 $ 1,084,319 Debt discount (14,152 ) (106,250 ) Notes payable, net of discount $ 927,992 $ 978,069

Derivative liabilities (Tables)

Derivative liabilities (Tables)	12 Months Ended
	Dec. 31, 2015
Derivative Liabilities Tables
Schedule of Derivative Liability using Black-Scholes-Merton Model with Following Assumptions	The derivative liability was valued at the following dates using a probability weighted Black-Scholes-Merton model with the following assumptions: December 31, 2015 January to December, 2015 (Dates of Inception) December 31, 2014 Conversion feature: Risk-free interest rate 0.33 % .11 % 0.03 % Expected volatility 262%-549 % 636%-756 % 290%-959 % Expected life (in years) 0.25 -1 year 0.33-1 year 0.1-1.68 years Expected dividend yield - - - Fair Value: Conversion feature $ 3,037,500 $ 213,577 $ 2,439,998

Nature of Operations (Details N

Nature of Operations (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 1,155,951	$ 220,734
Net Cash Used in Operating Activities	165,880	286,175
Total Stockholders' Deficit	6,047,343	$ 5,094,857	$ 5,390,535
Cash on hand	$ 793

Summary of Significant Accoun26

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Impairments
Fair value of derivative liabilities	$ 3,037,500	$ 2,439,998
Reverse split of shares	1-for-15 ratio
Advertising and Marketing Costs	$ 7,187	$ 82,048
Reclassification
APIC Preferred Stock [Member]
Reclassification		$ 232,000
Discount On Preferred Stock [Member]
Reclassification		$ 2,466,999
Minimum [Member]
Property and equipment estimated useful life	3 years
Maximum [Member]
Property and equipment estimated useful life	7 years

Summary of Significant Accoun27

Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Accounting Policies [Abstract]
Convertible Debt	$ 26,317,577,848	$ 151,220,118
Liability to be paid in shares	545,000,000	2,422,222
Liability to be paid in shares (30% discount)	1,016,669,714	4,289,961
Common stock equivalents	27,879,247,562	157,932,301

Summary of Significant Accoun28

Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) (Parenthetical)	Dec. 31, 2015	Dec. 31, 2014
Accounting Policies [Abstract]
Liability discount percentage	30.00%	30.00%

Restatement of Prior Periods (D

Restatement of Prior Periods (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Accounting Changes and Error Corrections [Abstract]
Proceeds from issuance of shares of common stock		$ 354,920
Gain on extinguishment of derivative liabilities	$ 291,118	280,158
Deferred offering costs		$ 84,070

Restatement of Prior Periods -

Restatement of Prior Periods - Schedule of Restatement of Prior Periods (Details) - USD ($)		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Current Assets		$ 793	$ 102
Total Assets		1,928	6,992
Accounts payable and accrued expenses		1,322,834	1,080,854
Convertible notes payable, net of discount		927,992	978,069
Other			235,932
Derivative liabilities		3,037,500	2,439,998
Total Liabilities		6,049,271	5,101,849
Preferred Stock and common stock			$ 3,259,764
Additional Paid in Capital-Preferred
Additional Paid in Capital		(2,675,428)	$ (2,028,351)
Accumulated Deficit		(7,482,221)	(6,326,270)
Total Stockholders' Deficit		(6,047,343)	(5,094,857)	$ (5,390,535)
Total Liabilities and Stockholders' Deficit		1,928	6,992
Total operating expenses		$ 403,085	747,648
Interest expense			(106,314)
Interest expense - discount on notes			(407,398)
Interest expense - Tarpon Bay Partners			(83,428)
Change in fair value of derivative liabilities		$ (675,045)	1,369,729
Gain on extinguishment of derivative		291,118	280,158
Net Income (Loss)		$ (1,155,951)	$ (220,734)
Net loss per share, basic and diluted		$ 0	$ 0
Previously Reported [Member]
Current Assets	[1]		$ 84,172
Total Assets			91,062
Accounts payable and accrued expenses			1,447,850
Convertible notes payable, net of discount			978,069
Other			235,932
Derivative liabilities			2,439,998
Total Liabilities			5,101,849
Preferred Stock and common stock			3,259,764
Additional Paid in Capital-Preferred	[2]		(2,698,999)
Additional Paid in Capital	[2],[3],[4]		1,305,726
Accumulated Deficit			(6,877,278)
Total Stockholders' Deficit			5,010,787
Total Liabilities and Stockholders' Deficit			91,062
Total operating expenses	[1]		663,579
Interest expense			(461,234)
Interest expense - discount on notes			(407,398)
Interest expense - Tarpon Bay Partners			(83,428)
Change in fair value of derivative liabilities			1,369,729
Derivative expense			$ (525,832)
Gain on extinguishment of derivative	[3]
Net Income (Loss)			$ (771,742)
Net loss per share, basic and diluted			$ (0.03)
Adjustment [Member]
Current Assets	[1]		$ (84,070)
Total Assets			(84,070)
Additional Paid in Capital-Preferred	[2]		2,698,999
Additional Paid in Capital, adjustment	[2],[3],[4]		(354,920)
Additional Paid in Capital, adjustment	[2],[3],[4]		(280,158)
Additional Paid in Capital	[2],[3],[4]		(2,698,999)
Accumulated Deficit			551,008
Total Stockholders' Deficit			(84,070)
Total Liabilities and Stockholders' Deficit			(84,070)
Total operating expenses	[1]		84,070
Interest expense			$ 354,920
Interest expense - discount on notes
Interest expense - Tarpon Bay Partners
Derivative expense
Gain on extinguishment of derivative	[3]		$ 280,158
Net Income (Loss)			$ 551,008
Net loss per share, basic and diluted			$ 0
[1]	Expense deferred offering costs for professional fees on abandoned financing.
[2]	Reclassification of additional paid in capital to conform the 2014 to the 2015 presentation.
[3]	Correct the accounting for the extinguishment of derivative liabilities due to conversion of debt originally accounted for as additional paid capital adjustment
[4]	To adjust $354,920 related to issuance of shares of common stock where the par value of those shares in excess of their fair value was previously recorded as an expense and not a reduction of additional paid in capital.

Restatement of Prior Periods 31

Restatement of Prior Periods - Schedule of Restatement of Prior Periods (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2014USD ($)
Accounting Changes and Error Corrections [Abstract]
Proceeds from issuance of shares of common stock	$ 354,920

Liabilities Payable in Shares (

Liabilities Payable in Shares (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Aug. 31, 2012	Dec. 31, 2015	Dec. 31, 2014
Payment for consultant	$ 10,000
Compensation interest, percentage	6.00%
Discount percentage on compensation	70.00%
Remains outstanding shares convertible into of common stock shares		395,000,000
Due to third party unissued amount for consulting agreement		$ 15,000
Fees payable		39,500	$ 39,500
Consulting Agreement [Member]
Payment of debt to third party by consulting agreement		$ 354,920	354,920
Remains outstanding shares convertible into of common stock shares		1,016,669,714
Consulting Agreement [Member]
Payment of debt to third party by consulting agreement		$ 15,000	$ 15,000
Remains outstanding shares convertible into of common stock shares		150,000,000

Notes Payable - Schedule of Not

Notes Payable - Schedule of Notes Payable (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Notes payable	$ 60,000	$ 60,000
Notes Payable One [Member]
Notes payable	50,000	50,000
Notes Payable Two [Member]
Notes payable	$ 10,000	$ 10,000

Notes Payable - Schedule of N34

Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Notes Payable One [Member]
Debt face amount	$ 50,000	$ 50,000
Debt interest percentage	0.00%	0.00%
Notes Payable Two [Member]
Debt face amount	$ 10,000	$ 10,000
Debt interest percentage	0.00%	0.00%

Convertible Notes Payable (Deta

Convertible Notes Payable (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Debt default principal amount of notes	$ 71,446
Debt conversion principal amount of converted note	201,175	$ 142,181
Debt discount	14,152	106,250
Accumulated amortization expense	151,097	407,398
Unsecured convertible notes	942,144	$ 1,084,319
Reclassification
APIC Preferred Stock [Member]
Reclassification		$ 232,000
Discount On Preferred Stock [Member]
Reclassification		2,466,999
Unsecured Debt One [Member]
Notes payable	201,175	1,084,319
Debt accrued interest	$ 2,288
Debt conversion number of shares converted	850,541,495
Debt conversion principal amount of converted note	$ 942,144
New Unsecured Convertible Notes [Member]
Convertible promissory note principal amount		1,084,319
Notes payable	59,000		$ 882,000
Debt accrued interest		$ 9,857
Debt conversion number of shares converted		33,797,238
Debt conversion principal amount of converted note		$ 142,181
Debt discount		329,336	$ 184,312
Accumulated amortization expense		407,398
Debt fully amortized discounts amount written off		106,250
Unsecured convertible notes		344,500
Unsecured convertible notes for cash		314,000
Unsecured Debt Two [Member]
Debt discount	59,000	$ 106,250
Accumulated amortization expense	151,098
Debt fully amortized discounts amount written off	$ 14,152
Minimum [Member]
Debt conversion stock price per share	$ 0.004
Minimum [Member] | Various Accredited Investors [Member]
Debt conversion stock price per share	0.004
Maximum [Member]
Debt conversion stock price per share	$ 0.015
Various Accredited Investors [Member]
Debt interest minimum percentage	8.00%
Debt interest maximum percentage	12.00%
Debt maturity date	February 2010 to September 2016.
Various Accredited Investors [Member] | Minimum [Member]
Debt convertible price per share discount percentage	10.00%
Various Accredited Investors [Member] | Maximum [Member]
Debt convertible price per share discount percentage	75.00%
Debt conversion stock price per share	$ 0.015
Various Accredited Investors [Member] | February 2010 through July 2015 [Member]
Debt default principal amount of notes	$ 893,330

Convertible Notes Payable - Sch

Convertible Notes Payable - Schedule of Convertible Debt (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Debt Disclosure [Abstract]
Unsecured convertible notes payable.	$ 942,144	$ 1,084,319
Debt discount	(14,152)	(106,250)
Note payable, net of discount	$ 927,992	$ 978,069

Derivative Liabilities (Details

Derivative Liabilities (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Derivative liabilities	$ 3,037,500	$ 2,439,998
Additional derivative liabilities		213,575
Convertible notes and accrued interest were converted into shares of common stock	203,465
Gain on extinguisment of derivative liabilities	291,118	280,158
Loss on change in fair value of derivatives	675,045	(1,369,729)
Derivative Liabilities [Member]
Derivative liabilities	2,439,998		$ 3,250,672
Additional derivative liabilities		$ 839,213
Convertible notes and accrued interest were converted into shares of common stock	152,038
Gain on extinguisment of derivative liabilities	280,158
Loss on change in fair value of derivatives	$ 1,369,729

Derivative liabilities - Schedu

Derivative liabilities - Schedule of Derivative Liability using Black-Scholes-Merton Model with Following Assumptions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Conversion feature Risk-free interest rate	0.33%	0.03%
Conversion feature Expected dividend yield
Fair Value Conversion feature	$ 3,037,500	$ 2,439,998
January To December, 2015 [Member]
Conversion feature Risk-free interest rate	0.11%
Conversion feature Expected dividend yield
Fair Value Conversion feature	$ 213,577
Minimum [Member]
Conversion feature Expected volatility	262.00%	290.00%
Conversion feature Expected life (in years)	3 months	1 month 6 days
Minimum [Member] | January To December, 2015 [Member]
Conversion feature Expected volatility	636.00%
Conversion feature Expected life (in years)	3 months 29 days
Maximum [Member]
Conversion feature Expected volatility	549.00%	959.00%
Conversion feature Expected life (in years)	1 year	1 year 8 months 5 days
Maximum [Member] | January To December, 2015 [Member]
Conversion feature Expected volatility	756.00%
Conversion feature Expected life (in years)	1 year

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Accounts payable - related party	$ 436,123	$ 385,677
Consulting services, related parties	37,500	75,000
Notes payable - related parties	150,322	42,751	$ 73,949
Proceeds from related party notes	$ 112,571	$ 2,873
Default debt interest, related parties	6.00%	6.00%
Repayment of related party notes	$ 5,000	$ 34,071
Notes default amount	$ 71,446
Minimum [Member]
Debt maturity duration, related parties	3 months	3 months
Maximum [Member]
Debt maturity duration, related parties	1 year	1 year

Stockholders Deficit (Details N

Stockholders Deficit (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Conversion value of convertible debt	$ 201,175	$ 142,181
Number of common stock shares issued for services rendered		1,991,944
Fair value of common stock for services		$ 117,460
Number of common stock issued for services rendered		67,460
Payment of note payable		$ 50,000
Convertible Notes Holder [Member]
Conversion of debt, shares issued	850,541,495	33,797,238
Conversion value of convertible debt	$ 203,465	$ 152,038
Tarpon Bay Partners, LLC [Member]
Conversion of debt, shares issued		14,692,867
Conversion value of convertible debt		$ 246,734
Fees received		81,287
Past due accounts payable		$ 165,447
Class A Preferred Stock [Member]
Preferred Stock, shares authorized	1,800,000	1,800,000
Preferred Stock, shares issued	1,800,000	1,800,000
Preferred Stock, shares outstanding	1,800,000	1,800,000
Percentage of preferred stock dividend	10.00%
Class A Preferred Stock [Member] | Non-Cumulative [Member]
Preferred Stock, par value	$ 0.10
Class B Preferred Stock [Member]
Preferred Stock, shares authorized	1,400,000,000	1,400,000,000
Preferred Stock, shares issued	1,400,000,000	1,400,000,000
Preferred Stock, shares outstanding	1,400,000,000	1,400,000,000
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred stock voting rights	Each share of the Series B Preferred Stock (the “Series B Preferred”) shall have a 1.6 votes per share
Class C Preferred Stock [Member]
Preferred Stock, shares authorized	125,000	125,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Preferred Stock, par value	$ 0.001	$ 0.001
Percentage of preferred stock converted into common stock at dicount rate	50.00%

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Dec. 31, 2012	Dec. 31, 2015	Dec. 31, 2014	Mar. 19, 2014
Number of stock shares issued amount			$ 246,734
Paid to settle outstanding vendor payables		$ 5,000	34,071
Leaving a balance owed to vendors		436,123	385,677
Convertible notes		927,992	978,069
Investor funds	$ 195,400
Percentage of claims received funds from two investors	50.00%
Tarpon Bay Partners, LLC [Member]
Accounts payable			$ 519,282
Commitment fee percentage on proceeds				33.00%
Number of stock shares issued			14,692,867
Number of stock shares issued amount			$ 246,734
Proceeds from fees received			81,287
Paid to settle outstanding vendor payables			165,447
Leaving a balance owed to vendors		$ 353,836
Due to related party			353,836
Debt maturity date		May 2014 and September 2014
Convertible notes		$ 41,680	$ 41,680
Accrued interest		$ 48,176
Stock issued for conversion of note payable, shares		963,511,000
Tarpon Bay Partners, LLC [Member] | Two Convertible Notes [Member]
Convertible notes		$ 50,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Convertible note holders converted	$ 927,992	$ 978,069
Minimum [Member]
Conversion price per share	$ 0.004
Maximum [Member]
Conversion price per share	$ 0.015
Subsequent Event [Member] | Convertible Note Holders Member]
Convertible note holders converted	$ 4,594
Principal amount	$ 92
Accrued interest converted into shares	85,088,539
Subsequent Event [Member] | Convertible Note Holders Member] | Minimum [Member]
Conversion price per share	$ 0.00004
Subsequent Event [Member] | Convertible Note Holders Member] | Maximum [Member]
Conversion price per share	$ 0.00005