WOD Retail Solutions (WODI) 10-Q 23 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 23, 2015
Document And Entity Information
Entity Registrant Name	Elite Data Services, Inc.
Entity Central Index Key	704,366
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer	No
Is Entity a Voluntary Filer	No
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		25,595,902
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,015

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2015	Dec. 31, 2014
CURRENT ASSETS:
Cash	$ 6,947	$ 659
Prepaid expense	18,341	820,882
Total Current Assets	25,288	$ 821,541
OTHER ASSET:
Deposit	100,000
Total Assets	125,288	$ 821,541
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$ 310,923	606,221
Line of credit payable		151,000
Loans from a related party	$ 126,086	139,029
Loan payable		13,325
Contingent consideration payable		$ 566,212
Derivative instrument liability	$ 418,198
Note payable, net of discount of $50,000
Convertible notes payable, net of discounts of $68,100	$ 368,400
Total Current Liabilities	1,072,711	$ 1,475,787
LONG TERM DEBT:
Convertible note payable, net of discount of $206,250	18,750
Convertible Note payable, related party	587,564	$ 587,564
Total Liabilities	$ 1,679,025	$ 2,063,351
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.0001 par value; 250,000,000 shares Series A authorized; issued and outstanding 0, respectively
Common stock, $0.0001 par value; 500,000,000 shares authorized; issued and outstanding 25,595,902 and 19,219,070, respectively	$ 2,559	$ 1,922
Additional paid-in capital	9,435,195	$ 7,581,444
Subscription stock not issued	124,575
Deficit accumulated	(11,266,962)	$ (8,825,176)
Total Stockholders' Deficit	(1,704,633)	(1,241,810)
Total Liabilities and Stockholders' Deficit	$ 125,288	$ 821,541

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
CURRENT LIABILITIES:
Note payable, net of discount	$ 50,000
Convertible notes payable current, net of discounts	68,100
Convertible note payable noncurrent, net of discount	$ 206,250
STOCKHOLDERS' DEFICIT:
Preferred stock Series A, par value	$ 0.0001	$ 0.0001
Preferred stock Series A, Authorized	250,000,000	250,000,000
Preferred stock Series A, Issued	0	0
Preferred stock Series A, outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, Authorized	50,000,000	50,000,000
Common stock, Issued	25,595,902	19,219,070
Common stock, outstanding	25,595,902	19,219,070

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Condensed Consolidated Statement Of Operations
REVENUES		$ 3,192	$ 1,596	$ 12,621
OPERATING EXPENSES
Consulting services	$ 79,000	$ 6,000	138,794	38,500
Project development costs	98		319	$ 29,000
Investor relations services	$ 31,822		323,260
Warrants issued for services			481,156
General and administrative	$ 121,931	$ 31,323	202,135	$ 111,937
Total Operating Expenses	232,851	37,323	1,145,664	179,437
LOSS FROM OPERATIONS	(232,851)	(34,131)	(1,114,068)	(166,816)
OTHER INCOME (EXPENSE):
(Loss) gain on extinguishment of debt	571	$ 164,999	(958,700)	$ 280,246
Gain on derivative instruments	138,097		138,097
Amortization of debt discount	(22,917)		(22,917)
Settlement of debt	(85,842)		(85,842)
Interest expense - related party	(38,150)	$ (21,656)	(61,329)	$ (47,427)
Interest expense - other	(274,739)	(8,418)	(307,027)	(19,743)
Total Other Expense	(282,980)	134,925	(1,297,718)	213,076
LOSS BEFORE PROVISION FOR INCOME TAXES	$ (515,831)	$ 100,794	$ (2,441,786)	$ 46,260
PROVISION FOR INCOME TAX
NET LOSS	$ (515,831)	$ 100,794	$ (2,441,786)	$ 46,260
Basic and Diluted Per Share Data: Net Loss Per Share - basic and diluted	$ (0.02)	$ .00	$ (0.11)	$ .00
Weighted Average Common Shares Outstanding: Basic and diluted	25,581,065	17,423,673	22,886,381	15,582,842

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
OPERATING ACTIVITIES:
Net (loss) profit	$ (2,441,786)	$ 46,260
Adjustments to reconcile net loss to net cash used in opearting activities
Loss (gain) on extinguishment of debt	958,700	$ (280,246)
Stock compensation for investor relations services and consulting	473,053
Warrants issued for services	481,156
Gain on derivative instruments	(138,097)
Non-cash interest expense	259,029
Amortization of debt discounts	22,917
Non- cash settlement costs	85,842
Changes in operating assets and liabilities:
Prepaid expenses	(1,875)
Accounts payable and accrued expenses	48,792	$ 120,173
Net cash used in operating activities	(252,269)	$ (113,813)
INVESTING ACTIVITY:
Deposit	(100,000)
Net cash used in investing activity	(100,000)
FINANCING ACTIVITIES:
Proceeds from stock sale	25,000
Proceeds from convertible promissory note	481,500
Repayment to convertible promissory note	(135,000)
Payments to related party	(48,810)
Proceeds from related parties	35,867	$ 112,500
Net cash received from financing activities	358,557	112,500
NET INCREASE (DECREASE) IN CASH	6,288	(1,313)
CASH BEGINNING OF PERIOD	659	2,884
CASH END OF PERIOD	$ 6,947	$ 1,571
SUPPLEMENTAL DISCLOSURES:
Income taxes paid
Interest paid	$ 15,000
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock in connection with the purchase of Classifiedride.com		$ 1,400
Issuance of common stock in connection with the purchase of Autoglance, LLC		77
Issuance of common stock for conversion of debt	$ 1,754,595	$ 340,362
Issuance of common stock for consulting services	$ 149,794
Note payable for the purchase of classifiedride.com (See Note 5)		$ 587,564

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
NOTE 1 - DESCRIPTION OF BUSINESS	Elite Data Services, Inc. (hereinafter the "Company", "Our", "We" or "Us") business plan is to market and advertise assets that either the Company "owns" or "controls", with "controls" being defined as being the party entitled to the gross revenues generated by the asset or venture. We customarily will develop software applications designed to enhance existing platforms such as the Carline Negotiator™ and the VIP Salesmen Directory for classifiedride.com. Currently, we have been focused on an expansion opportunity in the gaming sector on the island of Roatan, the largest of the bay islands of Honduras. On April 6, 2015, we entered into a Securities Purchase Agreement and Promissory Note for the acquisition of an entity that holds a gaming distribution license for two cities on the Honduras mainland and Roatan, the largest of the bay islands. A good faith non-refundable deposit of $100,000 was pledged to secure the arrangements. On June 30, 2015, we amended the Securities Purchase Agreement and Promissory Note to delay the effective date of the Agreement upon the first payment of $900,000 due and payable on April 6, 2016. So long as the Company remains in good standing on its payment obligations, the Company is permitted to work towards implementation of gaming machines for operations on the effective date. Currently, we have hired a consultant who is on-site assisting with the required approvals and developments required to enable our first Strategic Vendor Partner, Lands End Resort, to operate for gaming business purposes pursuant to the regulatory requirements of the Honduras jurisdiction. See Note 13.

BASIS OF PRESENTATION

BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Note 2 - BASIS OF PRESENTATION	The accompanying unaudited condensed consolidated financial statements of Elite Data Services, Inc. (the "Company") are presented in accordance with the requirements for Form 10-Q and Regulation S-X. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments (all of which were of a normal recurring nature) considered necessary to fairly present the financial position, results of operations, and cash flows of the Company on a consistent basis, have been made.The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in our Form 10-K for the year ended December 31, 2014, filed with the SEC on April 15, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended December 31, 2014 have been omitted. Going Concern The Company has accumulated a deficit of $11,116,066. The Company currently has only limited working capital with which to continue its operating activities. The amount of capital required to sustain operations is subject to future events and uncertainties. The Company must secure additional working capital through loans, sale of equity securities, or a combination, in order to implement its current business plans. There can be no assurance that such funding will be available in the future, or available on commercially reasonable terms favorable to the Company. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company continued to manage its costs for the nine months ended September 30, 2015 to ensure appropriate monies are on hand for continued operations through convertible debentures and financing from a related party. See Notes 5 and 9. The Company's plans include the raising of capital through the equity markets to fund future operations and pay debts until we are self-sufficient in generating revenue through our business. However, even if we do raise sufficient capital to support our operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable us to develop business to a level where we will generate profits and positive cash flows from operations.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Principles of Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles and include the accounts of the Company and its subsidiaries, Dynamic Energy Development Corporation and Transformation Consulting, Inc. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with United States 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 revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to intangible assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Reclassifications Certain reclassifications have been made in Statement of Operations for the year 2014 to the period ended September 30, 2014. These reclassifications impacted the classification of certain items within the Statement of Operations: relating to classification of interest expense. The reclassifications had no impact on previously reported total operating expenses, net loss, or stockholders' deficit. Impairment of Long-Lived Intangible Assets We review our long-lived assets, including intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment, if any, is measured as the excess of the carrying amount over the fair value based on market value (when available) or discounted expected cash flows of those assets, and is recorded in the period in which the determination is made. Intangible assets not subject to amortization are tested annually for impairment and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Development Costs Development costs are expensed in the period they are incurred unless they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life, or written off if a product is abandoned. For the nine months ended September 30, 2015, the Company incurred no development costs. As of September 30, 2015, the Company had no deferred product development costs. Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted the accounting standards codified in ASC 740, Income Taxes as of its inception. Pursuant to those standards, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years. ASC 740-10-25 prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. An entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company does not have any unrecognized tax benefits as of September 30, 2015 that, if recognized, would affect the Company's effective income tax rate. The Company's policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or have any accrual for interest and penalties relating to income taxes as of September 30, 2015 and December 31, 2014. Cash Cash includes all highly liquid instruments with an original maturity of three months or less at the date of purchase. The Company maintains its cash in cash deposit accounts, which are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per legal ownership. At times, the Company's accounts may exceed federally insured limits. To date, the Company has not experienced any losses in such accounts. At September 30, 2015, the Company had no cash equivalents. Fair Value of Financial Instruments The Company's financial instruments consist of cash, accounts payable, accrued liabilities, line of credit payable, loans from a related party, contingent consideration payable, and convertible note payable. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Fair Value Measurement The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value. The Company's financial instruments consisted of cash, prepaid expense, deposit, accounts payable and accrued liabilities, line of credit, loan from stockholders and convertible debt. The estimated fair value of cash, prepaid expense, deposit, accounts payable and accrued liabilities, line of credit, loan from stockholders approximates its carrying amount due to the short maturity of these instruments. The recognition of the derivative values of convertible debt are based on the weighted-average Black-Scholes option pricing model, which the Company's classifies as a level three of the fair value measurement hierarchy. Revenue Recognition The Company recognizes revenue in accordance with the FASB ASC Section 605-10-S99, Revenue Recognition, Overall, SEC Materials ("Section 605-10-S99"). Section 605-10-S99 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. Business combinations Each investment in a business is being measured and determined whether the investment should be accounted for as a cost-basis investment, an equity investment, a business combination or a common control transaction. An investment in which the Company do not have a controlling interest and which the Company are not the primary beneficiary but where the Company have the ability to exert significant influence is accounted for under the equity method of accounting. For those investments that we account for in accordance ASC 805, Business Combinations, the Company record the assets acquired and liabilities assumed at the management's estimate of their fair values on the date of the business combination. The assessment of the estimated fair value of each of these can have a material effect on the reported results as intangible assets are amortized over various lives. Furthermore, according to ASC 805-50-30-5, when accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests shall initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer. Common Share Non-Monetary Consideration In situations where common shares are issued and the fair value of the goods or services received is not readily determinable, the fair value of the common shares is used to measure and record the transaction. The fair value of the common shares issued in exchange for the receipt of goods and services is based on the stock price as of the earliest of the date at which: i. The counterparty's performance is complete; ii. commitment for performance by the counterparty to earn the common shares is reached; or iii. the common shares are issued if they are fully vested and non-forfeitable at that date. Stock-Based Compensation On December 1, 2005, the Company adopted the fair value recognition provisions codified in ASC 718, Compensation-Stock Compensation. The Company adopted those provisions using the modified-prospective-transition method. Under this method, compensation cost recognized for all periods prior to December 1, 2005 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of November 30, 2005, based on the grant-date fair value and b) compensation cost for all share-based payments granted subsequent to November 30, 2005, based on the grant-date fair value. In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital. The results for periods prior to December 1, 2005 were not restated. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from parties other than employees in accordance with ASC 505, Equity. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the counterparty. Share Purchase Warrants The Company accounts for common share purchase warrants at fair value in accordance with ASC 815, "Derivatives and Hedging". The Black-Scholes option pricing valuation method is used to determine fair value of these warrants. Use of this method requires that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest rates. Convertible Instruments The Company evaluates and accounts 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.Each reporting period, the Company evaluates whether convertible debt to acquire stock of the Company contain provisions that protect holders from declines in the stock price or otherwise could result in modification of the exercise price under the respective convertible debt agreements. 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: The Company records 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. Recently and Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for transfer of promised goods or services to customers. ASU-2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The amendments in this update also require disclosure of sufficient information to allow users to understand the nature, amount, timing and uncertainty of revenue and cash flow arising from contracts. ASU-2014-09 is effective for annual and interim reporting periods beginning after December 15, 2016, using one of two retrospective application methods. Early application is not permitted. The Company is currently evaluating the effect that the adoption of ASU 2014-09 will have on the Company's consolidated financial statements. In April 2015, the FASB issued amended guidance in a FASB ASU on, "Interest-Imputation of Interest", which simplifies the balance sheet presentation of debt issuance costs. Under the new guidance, debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction from the liability. This treatment is consistent with the presentation of debt discounts. The new guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted, and the new guidance should be applied retrospectively. The adoption of this update on January 1, 2016 will not have a material impact on our consolidated financial statements. In July 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2015-11, "Simplifying the Measurement of Inventory (Topic 330)", ("ASU 2015-11"). Topic 330, Inventory, currently requires an entity to measure inventory at the lower of cost or market, with market value represented by replacement cost, net realizable value or net realizable value less a normal profit margin. The amendments in ASU 2015-11 require an entity to measure inventory at the lower of cost or net realizable value. ASU 2015-11 is effective in the first quarter of fiscal year 2018 for the Company, with early adoption permitted. The Company does not expect the adoption of this guidance to have an impact on its condensed consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC during the current reporting period did not, or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

DEPOSIT FOR PURCHASE OF LICENSE

DEPOSIT FOR PURCHASE OF LICENSE	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Note 4 - DEPOSIT FOR PURCHASE OF LICENSE	On April 4, 2015, the Company instructed the escrow agent to deliver $100,000 as a deposit in good faith pursuant to the Securities Purchase Agreement dated April 4, 2015 (the "SPA") and Promissory Note dated April 6, 2015 (the "Note") to acquire all of the capital stock of El Mar Muerto Beauty Mineral, Sociedad Anonima (hereafter "EMBM") a Honduras corporation, whose sole assets consist of a Honduras gaming license for EMBM's use, which permits the operation of Eighty (80) gaming machines in Trujillo, Eighty (80) gaming machines in La Lima, and One Hundred and Sixty (160) gaming machines in Roatan, the largest of Honduras's bay islands, for a total purchase price of $10,000,000. On September 30, 2015, the Company amended the Note and SPA to reflect a due date of April 6, 2016 in conjunction with the first payment of Nine Hundred Thousand Dollars ($900,000), which is due in either cash, stock, or 25% of the net revenues of EMBM's operations at the seller's option, and the current purchase price owed was reduced to $9,900,000, which deducts the $100,000 deposit tendered on April 4, 2015 as referenced herein. The business purpose for the amendment was to allow the Company the proper time to incorporate a Honduras corporation in compliance with the laws of the Republic of Honduras to own the securities of EMBM and effectively be able to transact business in that municipality. The good-faith non-refundable deposit permitted negotiation for a commitment at a later date, which the Company will recognize upon the effective date of April 6, 2016.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
NOTE 5 - RELATED PARTY TRANSACTIONS	Myers - LOC The principle amount due Sarah Myers (director and executive officer of the Company, the related party) at September 30, 2015 was $126,086, which represents an unsecured promissory note and addendums ("Myers – LOC"). These amounts are unsecured and bear interest at the rate of 12% per annum. The Myers – LOC has been amended to be due and payable on December 31, 2015. The accrued interest under the Myers – LOC as of September 30, 2015 was $31,404. January 13, 2014 Agreement - ClassifiedRide On January 13, 2014, the Company entered into an asset purchase agreement with Baker Myers and Associates, LLC ("Baker Myers") to acquire certain assets including, www.classifiedride.com, an online classified listing website whereprivate sellers can buy, sell, and trade their vehicle. Ms. Myers is the managing member and sole owner of Baker Myers, and also serves as an Officer and Director of the Company. As of September 30, 2014, pursuant to GAAP ASC 805-50-30, the transaction carrying value of the assets rather than the fair value was recorded to the transaction as it was being made by a related party. A convertible note totaling $587,564 was amended to reflect the carrying value that carries an interest rate of 8% per annum.The Maturity Date of the Note is January 13, 2017. Upon default of the Note, the interest rate increases to 10%. Pursuant to the Note, Baker Myers may convert all or any part of the outstanding and unpaid principal amount of this Note within 180 days from the date of the note into fully paid and nonassessable shares of Common Stock at the conversion price of $.05 per share with a limitation of 4.99% of the total shares of common stock of the Company outstanding. The Note also contains a $2,000 per day fee for failure to deliver common stock to the Holder upon three days delivery. At September 30, 2015, the note balance and accrued interest was $587,564 and $79,360, respectively. January 15, 2014 Agreement – Autoglance On January 15, 2014, the Company entered into an Agreement with Baker Myers for 51% of the membership interest of Autoglance, LLC, a Tennessee Limited Liability Company, and with it majority control over all owned assets of Autoglance, LLC, including the website www.autoglance.com (collectively "Autoglance") for 765,000 shares the Company's common stock as consideration. Separation and Settlement Agreement with Steven Frye On June 15, 2015, the Company entered into a Separation and Settlement Agreement Release of Claims (the "Agreement") with Steven Frye, our former Chief Executive Officer, Chief Financial Officer, and President. According to the Agreement, the Company agreed to pay Mr. Frye $54,794 for services rendered in the form of 391,386 shares of Common Stock of the Company valued at $0.14 per share on the date of the Agreement. The Agreement further stated Mr. Frye would be responsible for all taxes, and Mr. Frye signed a general release of any and all claims, known or unknown, against the Company. On July 1, 2015, Mr. Frye delivered his executed paperwork to the Company.

CONTINGENT CONSIDERATION PAYABL

CONTINGENT CONSIDERATION PAYABLE	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
NOTE 6 - CONTINGENT CONSIDERATION PAYABLE	On February 25, 2011, the Company's wholly owned subsidiary, Dynamic Energy Alliance Corporation (hereafter "DEDC") and a former director no longer associated with the Company (hereafter "the Director") entered into a Stock Purchase Agreement (hereafter "Agreement") and corresponding Amendments No. 1, No. 2 and No. 3, dated December 30, 2011, March 31, 2012 and September 26, 2012, respectively, by which DEDC acquired all of the outstanding shares of Transformation Consulting, Inc. (hereafter "TC"). The purchase price for the shares was $2,000,000, payable from the gross revenues of TC, subject to the following contingent reduction or increase of the purchase price. Pursuant to the Agreement, if TC's gross revenues during the two years following the closing were less than $2,000,000, then the purchase price for the shares would be reduced to the actual revenue received by TC during the two year period. If TC's revenues during the same two year period exceed $2,000,000, then the purchase price for the shares would be increased by one-half of the excess revenues over $2,000,000 (hereafter "contingent consideration"). Pursuant to the contingent consideration of $2,000,000 due to the Director from TC, all revenues generated by TC under the Agency Agreement were disbursed to the former Director. Through December 31, 2012, gross revenues under the TC Stock Purchase Agreement totaled approximately $2,000,000.Through December 31, 2013, payments, net of refunds, made to Director under the TC Stock Purchase Agreement totaled $984,638. On September 30, 2013, the former director assigned the remaining contingent consideration debt note (hereafter the "Note") to Habanero Properties via an Assignment and Assumption Agreement. The Note was subsequently offset by $108,788 as payment for warrants exercised at their strike price by the former director. Habanero Properties subsequently assigned the remaining contingent consideration due and payable to Rocky Road Capital, Inc. For the period ended June 30, 2015, the Company eliminated the remaining balance due and payable by entering into five Assignment of Convertible Promissory Note and Consent and a Convertible Promissory Note totaling $322,012 with third parties not affiliated with the Company. Each agreement specified the amount of the assignment to be paid back at $.10 per share for the conversion of 3,220,120 Shares of the Company's Common Stock. None of the assignments amounted to any of the Assignees owing more than 4.99% of the outstanding securities of the Company. The estimated fair value of the common shares was used to measure and record the transaction with the difference between the conversion prices and estimated fair value being recorded as loss on extinguishment of debt. On June 30, 2015, the Company recognized a loss of $107,816 on extinguishment of debt as a result of the transactions. At September 30, 2015 and December 31, 2014, the contingent consideration payable was as follows: As of September 30, As of December 31, Contingent consideration due 2015 2014 Contingent consideration due $ 2,000,000 $ 2,000,000 Less payments, net of refunds, to Director (984,638 ) (984,638 ) Payment of exercise of warrants (108,788 ) (108,788 ) Conversion of contingent consideration to common stock (906,574 ) (340,362 ) $ 0 $ 566,212

LOAN PAYABLE - RELATED PARTY

LOAN PAYABLE - RELATED PARTY	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
NOTE 7 - LOAN PAYABLE - RELATED PARTY	On April 14, 2014, the Company entered into a Promissory Note dated April 15, 2014 (the "Note") with Stephen Frye, former Chief Executive Officer, President, CFO, and Director of the Company, for $13,500 with interest accruing at the rate of 12% per annum with an extended due date of December 31, 2015 ("Addendum One"). On June 15, 2015, the Company entered into Addendum Two ("Addendum Two"), which allowed the conversion of $15,206 (the principal and outstanding interest due under the Note) payable in Common Stock of the Company with the price per share being the closing price of the Company's stock as of the date of the Agreement. The fair value of the closing stock price was calculated, as of June 15, 2015, at $0.14, whereby the Note and accrued interest was converted into 108,614 shares of Restricted Common Stock of the Company to pay off the Note in full. As of September 30, 2015, loan payable to related party is $0. The amounts due under the Myers – LOC at September 30, 2015 was $126,086. These amounts are unsecured and bear interest at 12% per annum. At September 30, 2015, accrued interest on these amounts was $31,404. On January 13, 2014, the Company entered into an asset purchase agreement with Baker Myers and Associates, LLC ("Baker Myers") to acquire certain assets including, www.classifiedride.com, an online classified listing website where private sellers can buy, sell, and trade their vehicle. Ms. Myers is the managing member and sole owner of Baker Myers, and also serves as an Officer and Director of the Company. As of September 30, 2014, pursuant to GAAP ASC 805-50-30, the carrying value of the assets was recorded to the transaction being made by a related party as $587,564 and a convertible note was amended and issued in the amount of $587,564 with an interest rate of 8% per annum. At September 30, 2015, the note balance and accrued interest was $587,564 and $79,360, respectively.

PROMISSORY NOTE

PROMISSORY NOTE	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Note 8 - PROMISSORY NOTE	In conjunction with the Equity Line as discussed in Note 14 below, the Company issued a promissory note to Tarpon Bay Partners for $50,000, due on January 31, 2016, with 10% interest per annum as consideration for transaction costs incurred by Tarpon. The $50,000 of transaction costs will be treated as a note discount under current Generally Accepted Accounting Principles and the discount will be amortized as costs related to equity financing issuances. At September 30, 2015, the note balance and accrued interest was $50,000 and $849, respectively.

RELATED PARTY CONVERTIBLE PROMI

RELATED PARTY CONVERTIBLE PROMISSORY NOTE	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Note 9 - RELATED PARTY CONVERTIBLE PROMISSORY NOTE	Baker Myers Convertible Note On January 13, 2014, the Company entered into an asset purchase agreement with Baker Myers and Associates, LLC ("Baker Myers") to acquire certain assets including, www.classifiedride.com, an online classified listing website whereprivate sellers can buy, sell, and trade their vehicle. Ms. Myers is the managing member and sole owner of Baker Myers, and also serves as an Officer and Director of the Company. As of September 30, 2014, a convertible note was amended and issued in the amount of $587,564 with an interest rate of 8% per annum to Baker Myers. The Maturity Date of the Note is January 13, 2017. Upon default of the Note, the interest rate increases from 8% per annum to 10% per annum. Pursuant to the terms of the Note, Baker Myers may convert all or any part of the outstanding and unpaid principal amount of this Note within 180 days from the date of the note into fully paid and nonassessable shares of Common Stock at the conversion price of $.05 per share with a trading limitation of 4.99% of the authorized common stock of the total shares outstanding. The Note also contains a $2,000 per day fee for failure to deliver common stock to the Holder upon three days delivery. At September 30, 2015, the note balance and accrued interest was $587,564 and $79,360, respectively.

CONVERTIBLE PROMISSORY NOTE

CONVERTIBLE PROMISSORY NOTE	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
NOTE 10 - CONVERTIBLE PROMISSORY NOTE	Iconic Holdings, LLC On March 16, 2015 (the "Effective Date"), the Company entered into a $120,000 Convertible Note with Iconic Holdings, LLC ("Iconic") with a Maturity Date of March 16, 2016. Under the terms of the Convertible Note, the Company received net proceeds of $100,000 with $10,000 being retained under an Original Issuance Discount ("OID") and $10,000 having been paid to Iconic as legal fees pertaining to the transaction. The convertible debenture bears a one-time interest charge of 10% assessed on the outstanding principal not repaid as of the 181th day from the effective date. Beginning on the 181th day from the Effective Date, the Company must seek permission from Iconic to repay the outstanding balance of the Note, and Iconic will have the right to convert any unpaid sums into common stock of the Company equal to 60% of the lowest trading price of the Company's common stock during the 20 consecutive trading days prior to the conversion. During the quarter ending September 30, 2015, the Company retired the note and paid a $15,000 interest fee on the date of retirement. JSJ Investments Inc. On June 11, 2015 the Company issued a 12% Convertible Note (the "JSJ Note") to JSJ Investments, Inc ("JSJ") in the principal amount of $100,000 (net $88,000 to the Company after payment of related legal and broker fees). The JSJ Note bears interest at the rate of 12% per annum, and is due December 11, 2015 (the "Maturity Date"). The JSJ Note has a redemption premium of 135% of the Principal if repaid within 90 and 120 days, which increases to a redemption premium of 145% if after the 120th day (the "Repayment Amount"). The Company must request permission from JSJ to pay the JSJ Note after the 120 th The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging Derivatives and Hedging LG Capital Funding, LLC On June 16, 2015, the Company and LG Capital Funding, LLC ("LG") entered into a Securities Purchase Agreement under which we issued a convertible note in the principal amount of $52,500 (the "LG Note") due June 16, 2016 bearing interest at the rate of 6% per annum. After broker and legal fees, the Company netted $45,000. The LG Note is due and payable on June 16, 2016, with interest payable in shares of common stock. If the Company fails to repay the LG Note when due, or if other Events of Default there under apply, a default interest rate of 24% per annum will apply along with other breach provisions and related penalties contained in the note. The LG Note is convertible into shares of our common stock at a conversion price equal to 58% of the lowest closing bid price of our common stock for the ten trading days on or prior to the date upon which notice of conversion is received, subject to reduction to 48% if there is DTC Chill placed on our shares of common stock. The Company may prepay in full the unpaid principal and interest on the LG Capital Convertible Note, upon notice, any time prior to the 180th day after the issuance date. Any prepayment is subject to payment of a prepayment amount ranging from 115% to 140% of the then outstanding balance on the LG Note (inclusive of accrued and unpaid interest and any default amounts then owing), depending on when such prepayment is made. Additionally, upon the occurrence of certain fundamental events as described in the LG Note, we are required to repay the LG Note at the request of the holder in an amount equal to 150% of the then balance. Further, such redemption must be closed and funded within three days of giving notice of redemption or the right to redeem shall be null and void. As of September 30, 2015, the outstanding balance of the note was $52,500 and accrued interest was $923. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging Derivatives and Hedging Adar Bays, LLC On June 16, 2015, the Company and Adar Bays, LLC ("Adar") entered into a Securities Purchase Agreement under which we issued a convertible note in the principal amount of $52,500 (the "Adar Note") due June 16, 2016 bearing interest at the rate of 6% per annum. After broker and legal fees, the Company netted $45,000. The Adar Note is due and payable on June 16, 2016, with interest payable in shares of common stock. If the Company fails to repay the Adar Note when due, or if other Events of Default there under apply, a default interest rate of 24% per annum will apply along with other breach provisions and related penalties contained in the note. The Adar Note is convertible into shares of our common stock at conversion price equal to 58% of the lowest closing bid price of our common stock for the ten trading days on or prior to the date upon which notice of conversion is received, subject to reduction to 48% if there is DTC Chill placed on our shares of common stock. The Company may prepay in full the unpaid principal and interest on the Adar Note, upon notice, any time prior to the 180th day after the issuance date. Any prepayment is subject to payment of a prepayment amount ranging from 115% to 140% of the then outstanding balance on the Adar Note (inclusive of accrued and unpaid interest and any default amounts then owing), depending on when such prepayment is made. Additionally, upon the occurrence of certain fundamental events as described in the Adar Note, we are required to repay the note at the request of the holder in an amount equal to 150% of the then balance of the note. Further, such redemption must be closed and funded within three days of giving notice of redemption or the right to redeem shall be null and void. As of September 30, 2015, the outstanding balance of the note was $52,500 and accrued interest was $923. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging Derivatives and Hedging EMA Financial, LLC On July 14, 2015, (the "Note Issuance Date"), the Company entered into a Securities Purchase Agreement (the "SPA") with EMA Financial, LLC ("EMA"), whereby EMA agreed to invest $156,500 (the "Note Purchase Price") in our Company in exchange for a convertible promissory note (the "Note"). The Company netted cash proceeds $135,000 after brokerage and legal fees aggregating $21,500 were disbursed at closing. Additionally, the Company issued to EMA 100,000 shares of Common Stock of the Company as a loan fee. Pursuant to the SPA, on July 14, 2015, we issued a convertible promissory note (the "Note") to EMA, in the original principal amount of $156,500 (the "Note Purchase Price"), which bears interest at 12% per annum. All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which is July 14, 2016 (the "Note Maturity Date"). EMA may extend the Note Maturity Date by providing written notice at least five days before the Note Maturity Date. However, EMA may only extend the Note Maturity Date for up to an additional one-year period. Any amount of principal or interest that is due under the Note, which is not paid by the Note Maturity Date, will bear interest at the rate of 24% per annum until it is paid (the "Note Default Interest"). The Note is convertible by EMA into shares of our common stock at any time ending on the date which is six (6) months following the Issue Date ("Prepayment Termination Date"). At any time before the Prepayment Termination Date, the Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to EMA of this Note, to prepay the outstanding balance on this Note (principal and accrued interest), in full. The conversion price is the lower of: i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the closing date, and (ii) 60% of the lowest sale price for the Common Stock on the Principal Market during the 20 consecutive Trading Days immediately preceding the Conversion Date. EMA does not have the right to convert the Note into Common Stock if such conversion would result in EMA's beneficial ownership exceeding 4.9% of our outstanding Common Stock at that time. We agreed to reserve an initial 8,000,000 shares of Common Stock for conversions under the Note (the "Initial Reserve"). We also agreed to adjust the Initial Reserve to ensure that it always equals at least four times the total number of Common Stock that is actually issuable if the entire Note is converted. In the event that we issue securities, or rights to purchase securities, on a pro rata basis to our Common Stock shareholders (the "Purchase Rights"), we agreed to calculate EMA's pro rata portion under the Purchase Rights as if EMA had fully converted the Note immediately before we offered the Purchase Rights. All amounts due under the Note become immediately due and payable by us upon the occurrence of an event of default, including but not limited to (i) our sale of all or substantially all of our assets, (ii) our failure to pay the amounts due at maturity, (iii) our failure to issue shares of Common Stock upon any conversion of the Note, (iv) our breach of the covenants, representations or warranties under the Note, (v) our appointment of a trustee, (vi) a judgment against us in excess of $50,000 (subject to a 20 day cure period), (vii) our liquidation, (viii) the filing of a bankruptcy petition by us or against us, (ix) our failure to remain current in our reporting obligations under the Securities Exchange Act of 1934, (x) the delisting of our Common Stock from the OTCQB or equivalent exchange, (xi) a restatement of our financial statements for any period from two years prior to the Note Issuance Date until the Note has been paid in full, or (xi) our effectuation of a reverse stock split without 20 days prior written notice to EMA. We are required to pay the Default Sum, which is defined in the Note, depending on the event of default that has occurred. As of September 30, 2015, the balance outstanding on the Note was $156,500 and accrued interest was $4,065. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging Derivatives and Hedging Birch First Capital Fund, LLC On August 16, 2013, Birch First Capital Fund, LLC and/or Birch First Capital Management, LLC ("Birch First") filed a complaint against the Company in the 15th Judicial Circuit of Florida (2013 CA 012838) alleging breach of contract under a Line of Credit Agreement ("LOC") totaling $151,000. On November 18, 2013, Birch First brought a lawsuit in the 15th Judicial Circuit of Florida against Mr. Charles Cronin and Dr. Earl Beaver (former officers and directors of the Company), naming the Company as a nominal defendant. A motion to dismiss was filed by the Company concerning this derivative lawsuit, which is still currently pending. On July 23, 2015 the Parties finalized the settlement agreements, which lead to the conclusion of Case 2013 CA 012838. On July 23, 2015, the Company and Birch First Capital Fund LLC ("Birch First Capital"), a Delaware limited liability company and Birch First Advisors LLC, a Delaware limited liability company ("Birch Advisors"), executed a Settlement and Stipulation Agreement (the "Settlement Agreement") dated July 21, 2015, pursuant to which the parties dismissed, with no liability admitted or deemed to be admitted by any party, any and all claims that have been, or could have been, raised in the outstanding litigation between the parties (the "Litigation"). On July 23, 2015, pursuant to the terms and conditions of the Settlement Agreement, the Company executed an amended and restated convertible debenture (the "Amended and Restated Note") dated July 21, 2015 in the total amount of $300,000 bearing two percent (2%) interest per annum for a period of two years for the benefit of Birch First Capital. Pursuant to the terms of the Amended and Restated Note, $75,000 of the principal balance would be immediately converted at $0.10 per share for a total of 750,000 shares of the Company's Common Stock issued within five (5) days from the date of execution of the Settlement Agreement. The remaining $225,000 in principal and interest of the Amended and Restated Note will be convertible on a quarterly basis in the amount of $37,500 into shares of the Company's Common Stock at a share price equal to the lesser of $0.10 per share, or fifty percent (50%) of the three (3) lowest intraday trading average for the twenty (20) day trading period prior to each conversion date, until paid in full, with accrued and unpaid interested due and payable in the final payment, under certain terms and conditions set forth in the Amended and Restated Note. The Company recognized and expensed non-cash settlement fees aggregating $85,842. The original note contains an embedded conversion option and is separated from the Note and accounted for as a derivative instrument at fair value and discount to the Note. Using the Black-Scholes option pricing model, the fair market value of the of the of the embedded conversion option at inception was determined to be $472,028 with the following assumptions: risk-free rate of interest of .711%, expected life of 2.0 years, expected stock price volatility of 175.371%, and expected dividend yield of zero. The initial carrying value of the embedded conversion option was $472,028 exceeded the note and $225,000 was attributed to the note discount and one time interest expense of $247,028 recorded in the current period. The parties agreed to amend certain parts of the Amended and Restated Note. As of September 30, 2015, Birch and the Company had not specified the terms of any such amendment, but, at the mutual agreement of the parties, no shares have been issued pursuant to the Amended and Restated Note. As of September 30, 2015, the balance outstanding on the Note was $225,000, accrued interest was $1,151, and the derivative liability was $348,664. Birch Advisors, LLC On July 23, 2015, pursuant to the terms and conditions of the Settlement Agreement referenced herein, the Company executed a new Consulting and Advisory Agreement (the "Agreement") dated July 21, 2015 with Birch Advisors, LLC ("Consultant") for a period of twenty-four (24) months to commence upon the execution date of the signed Agreement, payable in the form of a convertible debenture ("New Note") in the amount of $300,000 at two percent (2%) interest per annum for a period of two years. Pursuant to the Agreement, Consultant shall be paid $37,500 each quarter in the form of a reduction of the outstanding principal balance of the New Note, convertible into shares of the Company's Common Stock at a share price equal to the lesser of $0.10 per share or a twenty-five (25%) discount of the three (3) lowest intraday trading average for the twenty (20) day trading period prior to each conversion date, until paid in full, with accrued and unpaid interested due and payable in the final payment. The Consultant will perform advisory and consultation services to the Company, including, but not limited to, assisting Company's management with general corporate operations, business development strategies, marketing and business plans, SEC compliance and advising the Company on other ad-hoc matters as appropriate. The parties agreed that either the Company or Consultant may request a quarterly review by a designated third party reviewer, whom shall determine if the Company has the right to terminate the Agreement earlier for non-performance by the Consultant. The Agreement also contains other customary and standard provisions. The convertible note liability will be recorded as the quarterly benchmarks are reached. The original note contains an embedded conversion option and is separated from the Note and accounted for as a derivative instrument at fair value and discount to the Note. Using the Black-Scholes option pricing model, the fair market value of the of the of the embedded conversion option at inception was determined to be $84,267 with the following assumptions: risk-free rate of interest of .711%, expected life of 1.69 years, expected stock price volatility of 170.599%, and expected dividend yield of zero. The initial carrying value of the embedded conversion option was $84,267 exceeded the note and $72,267 was attributed to the note discount and one time interest expense of $12,000 recorded in the current period. The parties agreed to amend certain parts of the New Note that would mutually benefit each party. As of September 30, 2015, the Consultant and the Company had not specified the terms of any such amendment, but, at the request of the Consultant, no shares have been issued pursuant to the New Note. Birch completed the services during the first three months for the period ended September 30, 2015, and the parties have mutually agreed to not issue the shares payable at this time. The Note payable is accrued by quarter since it depends on the services being performed. At September 30, 2015, the principal, including accrued interest, derivative liability under the Note was $75,000, $1,151, and $69,534 respectively. The fair market value of the derivative instruments liabilities at September 30, 2015 was determined to be $418,198 with the following assumptions: (1) risk free interest rate of 0.591% (2) remaining contractual life of 1.5 to 1.81 years, (3) expected stock price volatility of 191.006% to 203.065%, and (4) expected dividend yield of zero. For the nine months ended September 30, 2015, the Company has recorded a gain on change in derivative instruments of $138,097, recorded a one-time interest expense charge of $259,028, and recorded debt discount to the note payable for $297,267 with remaining unamortized debt discount for $274,350. Derivative Liability as of December 31, 2014 Derivative Liability as of September 30, 2015 Convertible notes $ - $ 418,198

COMMITMENTS

COMMITMENTS	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
NOTE 11 - COMMITMENTS	Stock Compensation for investor relations services On December 3, 2014, the Company entered into an Investor Relations Consulting Agreement (the "Agreement") with EraStar Inc. ("EraStar"). Under the terms of the Agreement, the Company had the ability to challenge performance under the contract to an independent referee within certain timelines, which the Company initiated on January 21, 2015 (the "Termination Date"). As a result of the ruling in favor of the Company by the independent referee, the entire Agreement was cancelled. As of September 30, 2015, the Company had not reached EraStar due to the passing of EraStar's Chairman. For the nine month period ended September 30, 2015, the Company expensed $772,594 of warrant expense and stock based compensation for investor relations' services, and $40,000 is accrued in accrued liabilities until a final settlement is reached.

CAPITAL STOCK

CAPITAL STOCK	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
NOTE 12 - CAPITAL STOCK	Authorized The Company is authorized to issue 250,000,000 shares of preferred stock, having a par value of $0.0001 per share, and 500,000,000 shares of common stock, having a par value of $0.0001 per share. Effective October 15, 2015, the Company Restated its Articles of Incorporation and Bylaws, and Equity Incentive Plan increasing the total number of shares of stock of all classes which we shall have authority to issue from 60,000,000 shares to 750,000,000 shares, of which the Common Stock, $0.0001 par value per share, was increased from 50,000,000 shares to 500,000,000 shares (hereinafter called "Common Stock") and of which the Preferred Stock, $0.0001 par value per share, was increased from 10,000,000 shares to 250,000,000 shares (hereinafter called "Preferred Stock"). Issued and Outstanding Preferred Stock At September 30, 2015, the Company there are no shares of preferred stock outstanding. Common Stock At September 30, 2015, the Company has 25,493,402 shares of common stock issued and outstanding. During the nine months ended September 30, 2015, the Company issued 6,274,332 shares of common stock as follows: On January 8, 2015, the Company sold 25,000 shares of Common Stock and received net proceeds of $25,000. On January 30, 2015, the Company entered into a settlement with a creditor wherein an aggregate of $88,431 of debt was settled by the issuance of 87,212 shares of common stock. The estimated fair value of the common shares was used to measure and record the transaction with the difference between the conversion prices and estimated fair value being recorded as gain on extinguishment of debt aggregating $44,825. On February 4, 2015, the Company entered into a note conversion agreement with Rocky Road Capital, Inc. to convert $94,200 of the principal balance, which was due to a former director and subsequently assigned to Rocky Road Capital, Inc., into 942,000 shares of Common Stock (at $0.10 per share), thereby reducing the balance owed under the note to $472,012. The estimated fair value of the common shares was used to measure and record the transaction with the difference between the conversion prices and estimated fair value being recorded as loss on extinguishment of debt aggregating $376,800. On February 20, 2015, the Company entered into a note conversion agreement with Rocky Road Capital Inc. to convert $150,000 of the principal balance, which was due to a former director and subsequently assigned to Rocky Road capital, Inc., into 1,500,000 shares of Common Stock (at $.10 per share), thereby reducing the balance owed under the note to $322,012. The estimated fair value of the common shares was used to measure and record the transaction with the difference between the conversion prices and estimated fair value being recorded as loss on extinguishment of debt aggregating $600,000. On June 12, 2015 and June 15, 2015, the Company entered into note conversions pursuant to the Rocky Road note totaling $322,012 at $.10 per share for the conversion of 3,220,120 Shares of the Company's Common Stock, thereby eliminating the entire balance owed. Rocky Road Capital Inc. The estimated fair value of the common shares was used to measure and record the transaction with the difference between the conversion prices and estimated fair value being recorded as loss on extinguishment of debt aggregating $152,520. On June 15, 2015, the Company entered into a Separation and Settlement Agreement Release of Claims (the "Settlement Agreement") with Steven Frye, our former Chief Executive Officer, Chief Financial Officer, and President. According to the Settlement Agreement, the Company agreed to pay Mr. Frye $54,794 for services rendered in the form of 391,386 shares of Common Stock of the Company closing price of the Company's stock as of June 15, 2015 ($.14 per share). The Settlement Agreement further stated Mr. Frye would be responsible for all taxes and signed a general release of any and all claims, known or unknown, against the Company. On July 1, 2015, Mr. Frye delivered his executed paperwork to the Company. On June 15, 2015, the Company entered into Addendum Two ("Addendum Two") of the Promissory Note dated April 15, 2014 (the "Note") between the Company and Steven Frye. The Promissory Note dated April 15, 2015 was for the principle amount of $13,500 with 12% accrued interest. As of June 15, 2015, the principal and interest totaled $15,206 and was converted into 108,614 shares of Common Stock of the Company at $.14 per share, the fair value of the closing stock price calculated as of June 15, 2015. On July 1, 2015, Mr. Frye delivered his executed paperwork to the Company. On July 14, 2015, the Company issued 100,000 restricted shares of Common Stock as a loan fee in connection with the Securities Purchase Agreement and 12% Convertible Note with EMA Financial, LLC at $0.20 per share, the fair value of the closing stock price calculated as of July 14, 2015. On July 27, 2015, the Company issued 2,500 restricted shares via a notice of issuance of stock to an individual for his consulting services for the year ended December 31, 2013, at $0.10 per share, the fair value of the closing stock price calculated as of July 27, 2015. Stock Awards and Options We do not have outstanding stock awards or options to purchase shares of our common stock. Warrants Issued for Services The Company issued no warrants in the nine months ending September 30, 2015, and there were 2,307 warrants outstanding with a weighted average exercise price of $260 at September 30, 2015. The following table summarizes the warrant activity for the nine months ended September 30, 2015: Warrants Outstanding Weighted Average Number of Exercise Shares Price Balance, December 31, 2014 1,002,307 $ 259 Granted — $ — Exercised — — Expired/Cancelled (1,000,000 ) (2 ) Balance, September 30, 2015 2,307 $ 260 Exercisable at September 30, 2015 2,307 $ 260 The range of exercise prices and the weighted average exercise price and remaining weighted average life of the warrants outstanding at September 30, 2015 were $130 to 390.00, $260 and .25 years, respectively. The aggregate intrinsic value of the outstanding warrants at September 30, 2015 was $0.

ACQUISITION

ACQUISITION	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Note 13 - ACQUISITION	On April 4, 2015, the Company entered into a Securities Purchase Agreement (the "Agreement") and Promissory Note (the "Note") with H y H Investments, S.A. (the "Seller") for the purchase of all outstanding securities of El Muerto Beauty Mineral, Sociedad Anonima (hereafter "EMBM") whose sole asset consists of a license to operate 80 gaming machines in two cities on the Honduras mainland and 160 gaming machines in Roatan, the largest of the bay islands of Honduras. The total purchase price for the acquisition was Ten Million Dollars ($10,000,000) payable in the form of a Promissory Note (the "Note"). Upon the signing of the Agreement and Note, the $100,000 funds in escrow were paid to the Seller under the terms of the Note. The Company owes no further obligation under the terms of the Note until April 6, 2016, at which time $900,000 is due to the Seller, payable in the form of cash or shares of common stock of the Company at the average closing price of the common stock of the Company for the five trading days immediately proceeding April 6, 2016. The remaining balance under the Note is payable up to $2,500,000 per year thereafter through March 31, 2021 by either cash payments or by a revenue-share of 25% of the net revenues received by EMBM during such time period. In the event that Seller has not received the full amount due on or before March 31, 2021, such amount due may be payable via the issuance of the Company's shares of common stock at the average closing price of the Company's common stock for the five trading days immediately preceding March 31, 2021. Beginning on or after April 17, 2017, payments tendered in the form of Company common stock may be repurchased by the Company given the Seller's approval with the purchase price being the value of the shares at the corresponding payment date. The Company is not obligated to re-purchase the shares. The Seller agreed to waive interest payments of 3.85% per annum, due in monthly installments, in exchange for a sub-license granting the Seller usage of twenty-five (25) machines in the municipality of Roatan. On September 30, 2015, the Company amended the Note and SPA to reflect a due date of April 6, 2016 in conjunction with the first payment of Nine Hundred Thousand Dollars ($900,000), which is due in either cash, stock, or 25% of the net revenues of EMBM's operations. The Note was also amended to reflect the current purchase price owed was reduced to $9,900,000, which deducts the $100,000 non-refundable deposit tendered on April 6, 2015. The business purpose for this amendment was to allow the Company the proper time to incorporate a Honduras corporation to be in compliance with the laws of the Republic of Honduras to effectively be able to transact business in that municipality. The good-faith non-refundable deposit permitted negotiation for a commitment at a later date. The Company will recognize the appropriate asset and liability when performance occurs on the effective date April 6, 2016.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Note 14 - STOCKHOLDERS' EQUITY	Equity Purchase Agreement and Registration Agreement with Tarpon Bay Partners LLC On July 14, 2015, we entered into an Equity Purchase Agreement (the "Purchase Agreement" or "Equity Line") and Registration Rights Agreement (the "Registration Agreement") with Tarpon Bay Partners LLC ("Tarpon") whereby Tarpon is obligated, providing the Company has met certain conditions, including the filing of a Form S-1 Registration Statement for the shares to be acquired, to purchase up to $5,000,000 of the Company's common stock at the rates set forth in the Purchase Agreement. As of September 30, 2015, the S-1 Registration Statement was filed, but is not yet effective. The Purchase Agreement has a term of two-years (the "term") and may be terminated sooner by the Company or if Tarpon has purchased a total of $5,000,000 of the Company's common stock before the expiration of the term. During the term of the Purchase Agreement, the Company may at any time deliver a "Put Notice" to Tarpon thereby requiring Tarpon to purchase a certain dollar amount (the "Investment Amount") in exchange for a portion of the Shares (the "Put"), determined by an estimated amount of Shares equal to the investment amount indicated in the Put Notice divided by the closing bid price of the Company's common stock on the trading day (the "Closing Price") immediately preceding the date the Put Notice was given (the "Put Date"), multiplied by one hundred twenty-five percent (125%) (the "Estimated Put Shares"). Subject to certain restrictions, the purchase price for the Shares is equal to ninety percent (90%) of the lowest closing bid price, quoted by the exchange or principal market Company's Common Stock is traded on, on any trading day during the ten (10) trading days immediately after the date the Company delivers to Tarpon a Put Notice in writing requiring Tarpon (the "Valuation Period") to purchase the applicable number of Shares of the Company, subject to certain terms and conditions of the Purchase Agreement. In the event the number of Estimated Put Shares initially delivered to Tarpon is greater than the Put Shares purchased by Tarpon pursuant to such Put Notice, then immediately after the Valuation Period Tarpon shall deliver to the Company any excess Estimated Put Shares associated with such Put Notice. If the number of Estimated Put Shares delivered to Tarpon is less than the Put Shares purchased by Tarpon pursuant to a Put Notice, then immediately after the Valuation Period the Company shall deliver to Tarpon the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put Notice. The number of Shares sold to Tarpon shall not exceed the number of such Shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Tarpon, would result in Tarpon owning more than 9.99% of all of the Company's common stock then outstanding. Additionally, Tarpon may not execute any short sales of the Company's common stock. The Purchase Agreement also contains other customary and standard provisions.

SUBSEQUENT EVENT

SUBSEQUENT EVENT	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
NOTE 15 - SUBSEQUENT EVENT	Reverse Stock Split Effective October 15, 2015, the Board of Directors under their sole discretion by Board Resolution and applicable FINRA requirements may initiate a 1:1,000 Reverse Split, the number of shares of capital stock issued and outstanding will be reduced to the number of shares of capital stock issued and outstanding immediately prior to the effectiveness of a Reverse Split, divided by up to one thousand (1,000). Each fractional share shall be rounded up to the nearest whole share. There will be no change to the number of authorized shares of Common Stock and Preferred Stock as a result of a Reverse Split. With the exception of the number of shares issued and outstanding, the rights and preferences of the shares of capital stock prior and subsequent to a Reverse Split will remain the same. It is not anticipated that the Company's financial condition, the percentage ownership of management, the number of shareholders, or any aspect of the Company's business would materially change, solely as a result of a Reverse Split. As of the date of the first Amendment to our S-1 Registration Statement, the Board of Directors has not initiated a Reverse Split. Equity Incentive Plan Effective October 15, 2015, the Company adopted the Equity Incentive Plan (the "Plan") whereby the Company may issue common stock, not to exceed 25,000,000 shares of common stock of the Company (the " Stock Award Stock Awards Option Options Stock ISOs Code NQSOs Pursuant to the Plan, the exercise price of stock awards or options granted under the plan which are designated as NQSO's shall not be less than 85% of the fair market value of the stock subject to the Option on the date of grant, and not less than 65% of the fair market value of the stock subject to the Stock Award on the date of grant. To the extent required by applicable laws, rules and regulations, the exercise price of a NQSO granted to any person who owns, directly or by attribution of stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or of any Subsidiary (a "Ten Percent Stockholder") shall in no event be less than 110% of the fair market value of the stock covered by the Stock Award or Option at the time the Stock Award or Option is granted. Pursuant to the Plan, the exercise price of stock awards or options granted under the Plan which are designated as ISO's shall not be less than the fair market value of the stock covered by the stock award or option at the time the option is granted. The exercise price of an ISO granted to any Ten Percent Stockholder shall in no event be less than 110% of the fair market value. The fair market value is defined as the closing price of such stock on the date before the date the value is to be determined on the principal recognized securities exchange or recognized securities market on which such stock is reported. If selling prices are not reported, its fair market value shall be the mean between the high bid and low asked prices for such stock on the date before the date the value is to be determined (or if there are no quoted prices for such date, then for the last preceding business day on which there were quoted prices). If there is no established market for the stock, the fair market value will be determined in good faith by the Administer. The Administer will either be the Board of Directors or an Administer appointed by the Board of Directors. Second Amendment to Securities Purchase Agreement with H y H Investments S.A. Effective November 20, 2015, the Company signed a Second Amendment (the "Amendment") to the Securities Purchase Agreement (the "Agreement") with H y H Investments, S.A. (the "Seller") regarding the acquisition of the gaming license whereby the Company re-assigned the Agreement to Elite Holdings S.A., a wholly owned subsidiary owned by the Company on a jointly and severally liable basis with the Company so as to comply with the regulatory authority of the Republic of Honduras. The Amendment also removed any Required Approvals on part of the Seller to enter into the Agreement. The Amendment specifies that as long as the Company is current in its payment obligations, upon good faith payment, Purchaser shall have the right to operate gaming machines permitted under the license and proceed with the use of the license as owner of EMBM with full power and authority to contract, license, sub-license, loan, lease, enter into contract or any other business venture in which entitles Purchaser to the benefit of the license on behalf of the Corporation. The Amendment also clarified that the shares of EMBM would be assigned to Elite Holdings, S.A. after the full purchase price had been tendered to the Seller.

SUMMARY OF SIGNIFICANT ACCOUN21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2015
Summary Of Significant Accounting Policies Policies
Principles of Consolidation	The consolidated financial statements have been prepared in accordance with generally accepted accounting principles and include the accounts of the Company and its subsidiaries, Dynamic Energy Development Corporation and Transformation Consulting, Inc. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	The preparation of financial statements in conformity with United States 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 revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to intangible assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Reclassifications	Certain reclassifications have been made in Statement of Operations for the year 2014 to the period ended September 30, 2014. These reclassifications impacted the classification of certain items within the Statement of Operations: relating to classification of interest expense. The reclassifications had no impact on previously reported total operating expenses, net loss, or stockholders' deficit.
Impairment of Long-Lived Intangible Assets	We review our long-lived assets, including intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment, if any, is measured as the excess of the carrying amount over the fair value based on market value (when available) or discounted expected cash flows of those assets, and is recorded in the period in which the determination is made. Intangible assets not subject to amortization are tested annually for impairment and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.
Development Costs	Development costs are expensed in the period they are incurred unless they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life, or written off if a product is abandoned. For the nine months ended September 30, 2015, the Company incurred no development costs. As of September 30, 2015, the Company had no deferred product development costs.
Income Taxes	Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted the accounting standards codified in ASC 740, Income Taxes as of its inception. Pursuant to those standards, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years. ASC 740-10-25 prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. An entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company does not have any unrecognized tax benefits as of September 30, 2015 that, if recognized, would affect the Company's effective income tax rate. The Company's policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or have any accrual for interest and penalties relating to income taxes as of September 30, 2015 and December 31, 2014.
Cash	Cash includes all highly liquid instruments with an original maturity of three months or less at the date of purchase. The Company maintains its cash in cash deposit accounts, which are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per legal ownership. At times, the Company's accounts may exceed federally insured limits. To date, the Company has not experienced any losses in such accounts. At September 30, 2015, the Company had no cash equivalents.
Fair Value of Financial Instruments	The Company's financial instruments consist of cash, accounts payable, accrued liabilities, line of credit payable, loans from a related party, contingent consideration payable, and convertible note payable. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Fair Value Measurement	The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value. The Company's financial instruments consisted of cash, prepaid expense, deposit, accounts payable and accrued liabilities, line of credit, loan from stockholders and convertible debt. The estimated fair value of cash, prepaid expense, deposit, accounts payable and accrued liabilities, line of credit, loan from stockholders approximates its carrying amount due to the short maturity of these instruments. The recognition of the derivative values of convertible debt are based on the weighted-average Black-Scholes option pricing model, which the Company's classifies as a level three of the fair value measurement hierarchy.
Revenue Recognition	The Company recognizes revenue in accordance with the FASB ASC Section 605-10-S99, Revenue Recognition, Overall, SEC Materials ("Section 605-10-S99"). Section 605-10-S99 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured.
Business combinations	Each investment in a business is being measured and determined whether the investment should be accounted for as a cost-basis investment, an equity investment, a business combination or a common control transaction. An investment in which the Company do not have a controlling interest and which the Company are not the primary beneficiary but where the Company have the ability to exert significant influence is accounted for under the equity method of accounting. For those investments that we account for in accordance ASC 805, Business Combinations, the Company record the assets acquired and liabilities assumed at the management's estimate of their fair values on the date of the business combination. The assessment of the estimated fair value of each of these can have a material effect on the reported results as intangible assets are amortized over various lives. Furthermore, according to ASC 805-50-30-5, when accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests shall initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer.
Common Share Non-Monetary Consideration	In situations where common shares are issued and the fair value of the goods or services received is not readily determinable, the fair value of the common shares is used to measure and record the transaction. The fair value of the common shares issued in exchange for the receipt of goods and services is based on the stock price as of the earliest of the date at which: i. The counterparty's performance is complete; ii. commitment for performance by the counterparty to earn the common shares is reached; or iii. the common shares are issued if they are fully vested and non-forfeitable at that date.
Stock-Based Compensation	On December 1, 2005, the Company adopted the fair value recognition provisions codified in ASC 718, Compensation-Stock Compensation. The Company adopted those provisions using the modified-prospective-transition method. Under this method, compensation cost recognized for all periods prior to December 1, 2005 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of November 30, 2005, based on the grant-date fair value and b) compensation cost for all share-based payments granted subsequent to November 30, 2005, based on the grant-date fair value. In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital. The results for periods prior to December 1, 2005 were not restated. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from parties other than employees in accordance with ASC 505, Equity. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the counterparty.
Share Purchase Warrants	The Company accounts for common share purchase warrants at fair value in accordance with ASC 815, "Derivatives and Hedging". The Black-Scholes option pricing valuation method is used to determine fair value of these warrants. Use of this method requires that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest rates.
Convertible Instruments	The Company evaluates and accounts 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.Each reporting period, the Company evaluates whether convertible debt to acquire stock of the Company contain provisions that protect holders from declines in the stock price or otherwise could result in modification of the exercise price under the respective convertible debt agreements. 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: The Company records 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.
Recently and Issued Accounting Pronouncements	In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for transfer of promised goods or services to customers. ASU-2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The amendments in this update also require disclosure of sufficient information to allow users to understand the nature, amount, timing and uncertainty of revenue and cash flow arising from contracts. ASU-2014-09 is effective for annual and interim reporting periods beginning after December 15, 2016, using one of two retrospective application methods. Early application is not permitted. The Company is currently evaluating the effect that the adoption of ASU 2014-09 will have on the Company's consolidated financial statements. In April 2015, the FASB issued amended guidance in a FASB ASU on, "Interest-Imputation of Interest", which simplifies the balance sheet presentation of debt issuance costs. Under the new guidance, debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction from the liability. This treatment is consistent with the presentation of debt discounts. The new guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted, and the new guidance should be applied retrospectively. The adoption of this update on January 1, 2016 will not have a material impact on our consolidated financial statements. In July 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2015-11, "Simplifying the Measurement of Inventory (Topic 330)", ("ASU 2015-11"). Topic 330, Inventory, currently requires an entity to measure inventory at the lower of cost or market, with market value represented by replacement cost, net realizable value or net realizable value less a normal profit margin. The amendments in ASU 2015-11 require an entity to measure inventory at the lower of cost or net realizable value. ASU 2015-11 is effective in the first quarter of fiscal year 2018 for the Company, with early adoption permitted. The Company does not expect the adoption of this guidance to have an impact on its condensed consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC during the current reporting period did not, or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

CONTINGENT CONSIDERATION PAYA22

CONTINGENT CONSIDERATION PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2015
Contingent Consideration Payable Tables
Contingent Consideration Payable	At September 30, 2015 and December 31, 2014, the contingent consideration payable was as follows: As of September 30, As of December 31, Contingent consideration due 2015 2014 Contingent consideration due $ 2,000,000 $ 2,000,000 Less payments, net of refunds, to Director (984,638 ) (984,638 ) Payment of exercise of warrants (108,788 ) (108,788 ) Conversion of contingent consideration to common stock (906,574 ) (340,362 ) $ 0 $ 566,212

CONVERTIBLE PROMISSORY NOTE (Ta

CONVERTIBLE PROMISSORY NOTE (Tables)	9 Months Ended
	Sep. 30, 2015
Convertible Promissory Note Tables
Convertible notes payable	Derivative Liability as of December 31, 2014 Derivative Liability as of September 30, 2015 Convertible notes $ - $ 418,198

CAPITAL STOCK (Tables)

CAPITAL STOCK (Tables)	9 Months Ended
	Sep. 30, 2014
Capital Stock Tables
Warrants Outstanding	The following table summarizes the warrant activity for the nine months ended September 30, 2015: Warrants Outstanding Weighted Average Number of Exercise Shares Price Balance, December 31, 2014 1,002,307 $ 259 Granted — $ — Exercised — — Expired/Cancelled (1,000,000 ) (2 ) Balance, September 30, 2015 2,307 $ 260 Exercisable at September 30, 2015 2,307 $ 260

BASIS OF PRESENTATION (Details

BASIS OF PRESENTATION (Details Narrative)	Sep. 30, 2015USD ($)
Basis Of Presentation Details Narrative
Accumulated a deficit	$ 11,116,066

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative)	Sep. 30, 2015USD ($)
Related Party Transactions Details Narrative
Amounts due to a related party for Myers - LOC	$ 126,086
Accrued interest under the Myers	31,404
Note balance	587,564
Accrued interest	$ 79,360

CONTINGENT CONSIDERATION PAYA27

CONTINGENT CONSIDERATION PAYABLE (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Contingent Consideration Payable Details
Contingent consideration due	$ 2,000,000	$ 2,000,000
Less payments, net of refunds, to Director	$ (984,638)	$ (984,638)
Payment of exercise of warrants	$ (108,788)	$ (108,788)
Conversion of contingent consideration to common stock	$ (906,574)	$ (340,362)
Total considearation payable	$ 0	$ 566,212

LOAN PAYABLE _ RELATED PARTY (D

LOAN PAYABLE – RELATED PARTY (Details Narrative) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Loan payable		$ 13,325
Loans from a related party	$ 126,086	139,029
Accrued interest	849
Convertible Note payable, related party	587,564	$ 587,564
Myers [Member]
Accrued interest	31,404
Baker Myers [Member]
Accrued interest	$ 79,360

PROMISSORY NOTE (Details Narrat

PROMISSORY NOTE (Details Narrative)	Sep. 30, 2015USD ($)
Promissory Note Details Narrative
Promissory Note Balance	$ 50,000
Promissory Note accrued interest	$ 849

RELATED PARTY CONVERTIBLE PRO30

RELATED PARTY CONVERTIBLE PROMISSORY NOTE (Details Narrative)	Sep. 30, 2015USD ($)
Related Party Convertible Promissory Note Details Narrative
Note balance	$ 587,564
Accrued interest	$ 79,360

CONVERTIBLE PROMISSORY NOTE (De

CONVERTIBLE PROMISSORY NOTE (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Derivative instrument liability	$ 418,198
Convertible Note [Member]
Derivative instrument liability	$ 418,198

CONVERTIBLE PROMISSORY NOTE (32

CONVERTIBLE PROMISSORY NOTE (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Cash paid for interest			$ 15,000
Accrued interest	$ 40,000		$ 40,000
Risk-free rate of interest			0.591%
Expected dividend yield			0.00%
Attributed to the note discount	22,917		$ 22,917
Interest expense	38,150	$ 21,656	61,329	$ 47,427
Derivative liability			138,097
Derivative instruments liabilities	418,198		$ 418,198
Minimum [Member]
Expected life year			1 year 6 months
Expected stock price volatility			191.006%
Maximum [Member]
Expected life year			1 year 9 months 22 days
Expected stock price volatility			203.065%
Convertible Note with JSJ Investments Inc. [Member]
Outstanding balance	100,000		$ 100,000
Accrued interest	3,682		3,682
Convertible Note with LG Capital Funding, LLC [Member]
Outstanding balance	52,500		52,500
Accrued interest	923		923
Convertible Note with Adar Bays, LLC [Member]
Outstanding balance	52,500		52,500
Accrued interest	923		923
Convertible Note with EMA Financial, LLC [Member]
Outstanding balance	156,500		156,500
Accrued interest	4,065		4,065
Convertible Note with Birch First Capital Fund LLC [Member]
Outstanding balance	225,000		225,000
Accrued interest	1,151		$ 1,151
Risk-free rate of interest			0.711%
Expected dividend yield			0.00%
Carrying value of the embedded conversion			$ 472,028
Attributed to the note discount			225,000
Interest expense			247,028
Derivative liability			348,664
Convertible Note with Birch Advisors LLC [Member]
Outstanding balance	75,000		75,000
Accrued interest	1,151		$ 1,151
Risk-free rate of interest			0.711%
Expected dividend yield			0.00%
Carrying value of the embedded conversion			$ 84,267
Attributed to the note discount			72,267
Interest expense			12,000
Derivative liability			69,534
Debt discount to the note payable	297,267		297,267
Unamortized debt discount	$ 274,350		$ 274,350

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative)	9 Months Ended
	Sep. 30, 2015USD ($)
Commitments Details Narrative
Stock compensation for investor relations	$ 772,594
Accured liabilities	$ 40,000

CAPITAL STOCK (Details)

CAPITAL STOCK (Details)	9 Months Ended
	Sep. 30, 2015$ / sharesshares
Capital Stock Details
Number of warrants shares, Beginning	1,002,307
Granted warrants
Exercised warrants
Expired/Cancelled warrants	(1,000,000)
Number of warrants shares, Ending	2,307
Exercisable warrants	2,307
Weighted Average Exercise Price warrants, Beginning	259
Weighted Average Exercise Price warrants, Granted
Weighted Average Exercise Price warrants, Exercised
Weighted Average Exercise Price warrants, Expired/Cancelled	(2)
Weighted Average Exercise Price warrants, Ending	260
Weighted Average Exercise Price warrants, Exercisable | $ / shares	$ 260

CAPITAL STOCK (Details Narrativ

CAPITAL STOCK (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Preferred stock Series A, par value	$ 0.0001	$ 0.0001
Preferred stock Series A, Authorized	250,000,000	250,000,000
Preferred stock Series A, Issued	0	0
Preferred stock Series A, outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, Authorized	50,000,000	50,000,000
Common stock issued	25,595,902	19,219,070
Common stock Outstanding	25,595,902	19,219,070
Common stock shares issued Company	6,274,332
Exercisable warrants	2,307
Weighted Average Exercise Price warrants, Exercisable	$ 260
Weighted average life of the warrants outstanding	3 months
Aggregate intrinsic value of the outstanding		$ 0
Minimum [Member]
Weighted average exercise price	$ 130
Maximum [Member]
Weighted average exercise price	$ 390