10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Amendment No.1

to

FORM 10-K

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2015

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number: 000-55030

UMED HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Texas	90-0893594
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

8851 Camp Bowie Blvd. West,  Suite 240
Fort Worth, Texas	76116
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code

 817-346-6900

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.0001 par value, listed on the OTCQB.

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐  No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐  No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ   No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  þ   No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨ þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐  No ☑

As of March 24, 2015, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold based on the closing price on that date was approximately $6,974,090. On March 24, 2016, the registrant had outstanding 188,219,085 shares of Common Stock, $0.0001 par value per share.

Documents Incorporated by Reference

None

Explanatory Note

UMED Holdings, Inc. (the "Company") is filing this Amendment No. 1 (the "Amendment") to the Company's annual report on Form 10-K for the year ended December 31, 2015 (the Form 10-K"), filed with the Securities and Exchange Commission on April 14, 2016 (the "Original Filing Date"). Solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from the Company's Form 10-K. formatted in XBRL (eXtensible Business Reporting Language):

101. INS XBRL Instance Document

101. SCHXBRLTaxonomy Schema

101. CALXBRL Taxonomy Calculation Linkbase

101. DEFXBRL Taxonomy Definition Linkbase

101. LABXBRL Taxonomy Label Linkbase

101. PREXBRL Taxonomy Presentation Linkbase

No other changes have been made to the Form 10-K.  This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify up update in any way disclosures made in the

10-K.

Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Item 15. Exhibits and Financial Statement Schedules.

(b) Exhibits.

Exhibit No.	Name of Exhibit
31.1***	Certification pursuant to Section 13a-14 of CEO
31.2***	Certification pursuant to Section 13a-14 of CFO
32.1***	Certification pursuant to Section 1350 of CEO
32.2***	Certification pursuant to Section 1350 of CFO
101***	Interactive data files pursuant to Rule 405 of Regulation S-T

*** Filed herewith

*** Filed herewith.

2

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in Houston, Texas.

	UMED HOLDINGS, INC.
April 15, 2016	By:	/s/ Ransom Jones
		Ransom Jones
		Interim Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

April 15, 2016	By:	/s/ Ransom Jones
		Ransom Jones
		Interim Chief Executive Officer
April 15, 2016	By:	/s/ Randy Moseley
		Randy Moseley
		Director, Chief Financial Officer and Principal Accounting Officer

April 15, 2016	By:	/s/ Richard Halden
		Richard Halden
		Director

April 15, 2016	By:	/s/ Craig Takacs
		Craig Takacs
		Director

April 15, 2016	By:	/s/ Kevin Jones
		Kevin Jones
		Director

April 15, 2016	By:	/s/ Raymond Wright
		Raymond Wright
		Director

April 15, 2016	By:	/s/ D. Patrick Six
		D. Patrick Six
		Director

3

EX-31.1

EHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Ransom Jones, certify that:

1.   I have reviewed this Amendment to the Annual Report on Form 10-K of UMED Holdings, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of UMED Holdings, Inc. as of, and for, the periods presented in this report;

4.   UMED Holdings, Inc.'s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f))for UMED Holdings, Inc. and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to UMED Holdings, Inc. is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of UMED Holdings, Inc.'s disclosure controls and procedures and presented in this report

     our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by

     this report based on such evaluation; and

(c) Disclosed in this report any change in UMED Holdings, Inc.'s internal control over financial reporting that occurred during UMED Holdings, Inc.'s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, UMED Holdings, Inc.'s internal control over financial reporting; and

5.   UMED Holdings, Inc.'s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to UMED Holdings, Inc.'s auditors and the audit committee of UMED Holdings, Inc.'s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect UMED H9oldings, Inc.'s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in UMED Holdings, Inc.'s internal control over financial reporting.

Date: April 15, 2016

/s/ Ransom Jones

Ransom Jones

Interim Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Randy Moseley, certify that:

1.   I have reviewed this Amendment to the Annual Report on Form 10-K of UMED Holdings, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of UMED Holdings, Inc. as of, and for, the periods presented in this report;

4.   UMED Holdings, Inc.'s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f))for UMED Holdings, Inc. and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to UMED Holdings, Inc. is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of UMED Holdings, Inc.'s disclosure controls and procedures and presented in this report

     our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by

     this report based on such evaluation; and

(c) Disclosed in this report any change in UMED Holdings, Inc.'s internal control over financial reporting that occurred during UMED Holdings, Inc.'s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, UMED Holdings, Inc.'s internal control over financial reporting; and

5.   UMED Holdings, Inc.'s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to UMED Holdings, Inc.'s auditors and the audit committee of UMED Holdings, Inc.'s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect UMED Holdings, Inc.'s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in UMED Holdings, Inc.'s internal control over financial reporting.

Date: April 15, 2016

/s/ Randy Moseley

Randy Moseley

Chief Financial Officer and

   Principle Accounting Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of UMED Holdings, Inc. (the "Company") on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Ransom Jones, Interim Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i)	The Amended Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)	The information contained in the Amended Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Ransom Jones
Name	Ransom Jones
Title:	Interim Chief Executive Officer
Date:	April 15, 2016

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of UMED Holdings, Inc. (the "Company") on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Randy Moseley, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i)	The Amended Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)	The information contained in the Amended Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/Randy Moseley
Name:	Randy Moseley
Title:	Chief Financial Officer
Date:	April 15, 2016

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 24, 2016	Mar. 24, 2015
Document and Entity Information:
Entity Registrant Name	UMED HOLDINGS, INC.
Entity Trading Symbol	umed
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Entity Central Index Key	0001572386
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		188,446,419
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY
Entity Public Float			$ 6,974,090

XML

Balance Sheet - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current Assets
Cash	$ 0	$ 77,504
Total Current Assets	0	77,504
Fixed assets
Property & equipment	4,015	88,703
Less depreciation	3,271	14,061
Total Fixed Assets	744	74,642
Other Assets
Mine properties, less impairment allowance of $100,000 in 2015	0	0
Investments, less impairment allowance of $90,000 in 2015	0	0
Assets related to discontinued operations	0	1,757,643
Total Other Assets	0	1,757.64
Total Assets	744	1,909,789
Current Liabilities
Accounts payable	85,545	34,986
Advances from stockholders	102,214	181,272
Accrued management fees	1,793,617	1,822,677
Accrued expenses	229,763	153,592
Convertible note payable, net of discounts of $0 and $110,800)	0	47,200
Derivative liability-warrants	60,164	239,789
Liabilities related to discontinued operations	0	1,860,518
Total Current Liabilities	2,271,303	4,340,034
Total Liabilities	$ 2,271,303	$ 4,340,034
Commitments and Contingencies
Stockholders' Deficit
Class B stock, 20,000,000 shares authorized, par value $0.0001, 15,126,938 issued and outstanding at December 31, 2015 and 15,738,894 at December 31, 2014	$ 1,513	$ 1,574
Class A stock 300,000,000 shares authorized, par value $0.0001, 183,882,132 and 145,559,835 issued and outstanding at December 31, 2015 and December 31, 2014, respectively	18,389	14,557
Additional paid-in capital	10,167,670	5,983,053
Accumulated deficit	(12,458,131)	(8,429,429)
Total Stockholders' Deficit	(2,270,559)	(2,430,245)
Total Liabilities & Stockholders' Deficit	$ 744	$ 1,909,789

XML

Balance Sheets Parentheticals - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Parentheticals
Less impairment allowance, Mine properties	$ 100,000	$ 0
Less impairment allowance, Investments	90,000	0
Net of discounts of Convertible note payable	$ 0	$ 110,800
Class B stock, par value	$ 0.0001	$ 0.0001
Class B stock, shares authorized	20,000,000	20,000,000
Class B stock, shares issued	15,126,938	15,738,894
Class B stock, shares outstanding	15,126,938	15,738,894
Class A stock, par value	$ 0.0001	$ 0.0001
Class A stock, shares authorized	300,000,000	300,000,000
Class A stock, shares issued	183,882,132	145,559,835
Class A stock, shares outstanding	183,882,132	145,559,835

XML

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Loss from continuing operations
General and administrative	$ 3,829,466	$ 2,241,076
Research and development	766,726	218,000
Depreciation	396	396
Total Expense	4,596,588	2,459,472
Operating loss	(4,596,588)	(2,459,472)
Other income (expenses)
Debt forgiveness	518,300	0
Write off Logistix software	(73,500)	0
Impairment on investment assets	0	(190,000)
Gain (Loss) on change in fair value of derivatives	139,397	(91,395)
Interest expense	(218,105)	(928,774)
Total other expenses	(366,092)	(1,210,169)
Operating loss from continuing operations	(4,230,496)	(3,669,641)
Discontinued operations, net of tax (loss) from discontinued operations	(561,412)	(714,834)
Gain on disposal of discontinued operations	763,206	0
Total gain (loss) discontinued operations	201,794	(714,834)
Loss before income taxes	(4,028,702)	(4,384,475)
Provision for income taxes	0	0
Net loss	$ (4,028,702)	$ (4,384,475)
Basic loss per share;
Operating loss.,	$ (0.02)	$ (0.03)
Loss from discontinued operations	0.00	0.00
Net loss per share	$ (0.02)	$ (0.03)
Weighted average shares Outstanding; Basic and diluted	165,860,150	138,442,759

XML

Consolidated Statement of Stockholders' Deficit - USD ($)	Class B Number of Shares	Stock Par Value 0.0001 Amount	Class A Number of Shares	Par Value 0.0001 Amount	Additional Paid-In-Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2013	15,798,894	1,580	128,911,568	12,892	2,818,782	(4,044,954)	(1,211,700)
Sale of common stock			2,310,118	231	336,269		336,500
Conv of class B Stock to class A common	(60,000)	(6)	600,000	60	(54)
Conv shareholders' advances to common stock			6,703,915	670	1,526,509		1,527,179
Shares issued for services			7,034,234	704	1,301,547		1,302,251
Net loss						$ (4,384,475)	$ (4,384,475)
Balance. at Dec. 31, 2014	15,738,894	1,574	145,559,835	14,557	5,983,053	(8,429,429)	(2,430,245)
Sale of common stock			10,915,101	1,091	1,081,502		1,082,593
Class B common converted To class A common	(611,956)	(61)	9,179,340	918	(857)
Conv shareholders' advances to common stock			1,817,746	182	314,335		314,517
Shares issued for services			16,410,110	1,641	2,403,087		2,404,728
Warrants issued for services					$ 386,549		$ 386,549
Net loss						$ (4,028,702)	$ (4,028,702)
Balance at Dec. 31, 2015	15,126,938	1,513	183,882,132	18,389	10,167,670	(12,458,131)	(2,270,559)

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Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash Flows from Operating Activities
Net Loss from Operations	$ (4,230,496)	$ (3,669,641)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	398	395
Stock issued for services	2,404,729	1,302,251
Interest and amortization of debt discounts	102,700	64,836
Debt forgiveness	(518,300)	0
Impairment provision on assets	0	190,000
Warrants	386,549	0
Debt issue costs amortized	0	12,125
Write off of Logistix software	73,500	0
Gain (loss) change in fair value of derivatives	(139,397)	91,395
Changes in operating assets and liabilities:
Accounts payable	50,559	(19,819)
Accrued management fees	489,241	493,850
Derivative liability	0	239,789
Accrued expenses	76,171	22,092
Net Cash Used in Operating Activities	(1,304,347)	(1,272,727)
Cash Flows from Investing Activities	0	0
Cash Flows from Financing Activities
Advances from shareholders converted to common stock	314,517	1,527,180
Advances from shareholders	(79,058)	54,869
Decrease in notes payable	0	(30,000)
Decrease in convertible note payable	(47,200)	47,200
Proceeds from sale of common stock	1,082,593	336,500
Net Cash Provided by Financing Activities	1,270,852	1,935,749
Cash Used in Discontinued Operations	(44,009)	(585,613)
Net (Decrease) Increase in Cash	(77,504)	77,409
Cash Beginning of Period	77,504	95
Cash End of Period	0	77,504
Supplemental Disclosure of Cash Flow Information:
Cash Paid during the period for interest	69,297	49,009
Cash Paid during the period for taxes	0	0
Conversion of class B common stock to class A common stock	$ 918	$ 0

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES {1}

12 Months Ended

Dec. 31, 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

UMED Holdings, Inc. ("UMED" or the "Company") was organized on March 13, 2002 under the laws of the State of Texas as Dynalyst Manufacturing Corporation.  On August 18, 2009, in connection with a merger with Universal Media Corporation, a privately held Nevada company, the Company changed its name to Universal Media Corporation ("UMC").  The company changed its name to UMED Holdings, Inc. on March 23, 2011.

UMED's mission is to operate as a holding company through the acquisition of businesses as wholly-owned subsidiaries that meet some key requirements: (1) solid management that will not have to be replaced in the near future (2) the ability to grow with steady growth to follow and (3) an emphasis on emerging core industry markets, such as energy and metals.  It is the Company's intention to add experienced personnel and select strategic partners to manage and operate the acquired business units.  

In September 2010, UMED has acquired 1,440 acres of placer mining claims on Bureau of Land Management land in Mohave County, Arizona. See discussion in Note 4.  Due the Company not producing any revenues from its BLM mining leases since its acquisition of the leases, achieving a position of producing cash flow levels to fund the development of its BLM mining leases in December of 2010 and not having current resources for an appraisal, we recognized an impairment charge of $100,000 during the year ended December 31, 2014.

In October 2011, UMED has acquired a 49% interest in Jet Regulators, LP, an aircraft maintenance company located at Meacham Field in Fort Worth, Texas.  See discussion in Notes 5 and 7.  Due to reduced growth expectations and the Company not receiving any revenues from its ownership in Jet Tech described in Note 7, we recognized an impairment charge of $90,000 during the year ended December 31, 2014.

In May 2012, the Company acquired 80% of Mamaki Tea & Extract of Hawaii, Inc. (nka Mamaki of Hawaii, Inc.) which owns and operates Wood Valley Plantation a 25 acre Mamaki Tea plantation located in the Kau district of the Island of Hawaii and lies at the foot of Mauna Loa, the Earth's largest volcano.   On December 31, 2012, the Company acquired the remaining 20% for 500,000 shares of restricted common stock and $127,800 of cash.  Mamaki of Hawaii, Inc. was sold in October 2015 as discussed further in Notes 2, 3, 4, 5 and 13.

In August 2012, the Company acquired 100% of Greenway Innovative Energy, Inc., which owns patents and proprietary technology that is capable of converting natural gas to diesel and jet fuels. 

XML

BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES

12 Months Ended

Dec. 31, 2015

BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES

BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES

NOTE 2 - BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES

Principles of Consolidation

The accompanying consolidated financial statements include the financial statements of UMED and its wholly-owned subsidiaries. The Company's investment in Jet Regulators is accounted for at cost due to its lack of significant influence.  All significant inter-company accounts and transactions were eliminated in consolidation.

The accompanying consolidated financial statements include the accounts of the following entities:

Name of Entity	%		Entity	Incorporation	Relationship
UMED Holdings, Inc.			Corporation	Texas	Parent
Mamaki of Hawaii, Inc.*	100	%	Corporation	Nevada	Subsidiary
Universal Media Corporation	100	%	Corporation	Wyoming	Subsidiary
Greenway Innovative Energy, Inc.	100	%	Corporation	Nevada	Subsidiary
Logistix Technology Systems, Inc.	100	%	Corporation	Texas	Subsidiary

*  Sold in October 2015

Going Concern Uncertainties

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company sustained a loss of $4 million for the year ended December 31, 2015 and has a deficit of $12.5 million at December 31, 2015. The ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations or on the ability of the Company to obtain necessary financing to fund ongoing operations. Management believes that its current and future plans enable it to continue as a going concern for the next twelve months.

To meet these objectives, the Company continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms and timely manner, if at all.  The failure to obtain the necessary working capital would have a material adverse effect on the business prospects and, depending upon the shortfall, the Company may have to curtail or cease its operations.

The accompanying consolidated financial statements do not include any adjustment to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence.

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RESTATEMENT

12 Months Ended

Dec. 31, 2015

RESTATEMENT

RESTATEMENT

NOTE 3 - RESTATEMENT

In preparing the financial statements for the year ended December 31, 2014, the Company (through procedures performed by its independent auditors) determined that it had failed to properly value shares issued for services and shareholder conversions and properly identify and value derivatives related to a convertible note with associated warrants.  As the result of this error, we are restating our financial statements ("The Restatement") and associated disclosures to include the cost associated with the shares issued and the derivatives associated with the convertible note and warrants.  The error resulted in the understatement of non-cash expenses and a corresponding understatement of net loss by $1,699,129, for the year ended December 31, 2014.

Also in this restatement, the Company has reclassified the accounts and operations related to Mamaki of Hawaii, Inc., a wholly-owned subsidiary, that was sold in 2015 as discontinued operations as discussed in Note 13.

Balance Sheet Accounts	As Previously Stated			Reclassify Mamaki			Correction of Derivative and Stock Valuations			As Restated
Cash	$	82.400		$	(4,896	)				$	77,504
Accounts receivable		780			(780	)					0
Prepaid expenses		32,700			(32,700	)					0
Land		150,000			(150,000	)					0
Buildings		871,842			(871,842	)					0
Equipment		1,084,755			(996,052	)					88,703
Accumulated depreciation		(312,946	)		298,885						(14,061	)
Mine Properties		100,000						(100,000	)		0
Investments		90,000						(90,000	)		0
Debt issue costs		55,427						(55,427	)		0
Assets related to discontinued operations		0			1,757,643						1,757,643
Total	$	2,155,214		$	0		$	(233,302	)	$	1,909,789
Accounts payable	$	70,568		$	(35,582	)				$	34,986
Advances from shareholders		181,272									181,272
Accrued expenses		733,316			(579,725	)					153,591
Convertible note payable, net		136,801						(89,601	)		47,200
Derivative liability		0						239,789			239,789
Term notes		1,245,211			(1,245,211	)					0
Liabilities related to discontinued operations		0			1,860,518						1,860,518
Total	$	4,189,845		$	0		$	150,189		$	4,340,034
Class B common	$	1,574		$	0		$	0		$	1,574
Class A common		14,557			0			0			14,557
Additional paid-in-capital		4,679,538			0			1,303,515			5,983,53
Accumulated deficit		(6,730,300	)		0			(1,699,129	)		(8,429,429	)
Total	$	2,034,631	)	$	0		$	(383,489	)		(2,418,120	)

Statement of Operations	As Previously Stated			Mamaki Reclassification			Correction of Derivative and Stock Valuations			As Restated
Sales	$	24,581		$	(24,581	)	0			$	0
Cost of sales		54,696			(54,696	)	0				0
Gross profit		(30,115	)		(30,115	)	0				0
Expenses
General and administrative		2,092,746			(415,009	)		563,339			2,241,076
Research and development		218,000			0			0			218,000
Depreciation		119,350			(118,954	)		0			396
		2,430,096			(533,963	)		563,339			2,459,472
Operating loss Other expenses		(2,460,211	)		(564,078	)		(563,339	)		(2,459,472	)
Impairment on investments		0			0			(190,000	)		(190,000	)
Loss on derivative		0			0			(91,395	)		(91,395	)
Interest expense		(225,135	)		(150,756	)		(842,270	)		(928,774	)
Operating loss from continuing operations		(2,685,346	)		(714,834	)		(1,687,004	)		(3,669,641	)
Loss from discontinued operations		0			(714,834	)		0			(714,834	)
Loss before income taxes		(2,685,346	)		0			(1,687,004	)		(4,384,475	)
Provision for income taxes		0			0			0			0
Net loss	$	(2,685,346	)	$	(714,834	)		(1,687,004	)	$	(4,384,475	)
Basic loss per share
Operating loss										$	(0.03	)
Loss from discontinued operations										$	(0.00	)

Statement of Cash Flows Accounts	As Previously Stated			Mamaki Reclassification			Correction of Derivative and Stock Valuations			As Restated
Net loss from operations	$	(2,685,346	)	$	(714,834	)	$	(269,461	)	$	(3,669,641	)
Depreciation		119,350			(118,955	)		0			395
Interest and amortization of debt discounts		0						64,836			64,836
Stock issued for services		738,842			0			563,409			1,302,251
Impairment provisions		0			0			190,000			19,000
Warrants		89,568			0			(89,568	)		0
Debt issue costs amortized		0			0			12,125			12,125
Accounts receivable		900			(900	)		0			0
Prepaid expenses		21,149			(21,149	)		0			0
Accounts payable		(9,287	)		(10,532	)		0			(19,819	)
Accrued management fees		493,851			0			0			493,851
Derivative liability		0			0			239,789			239,789
Accrued expenses		262,332			(240,240	)					22,092
Net Cash Provided by Operations		(968,641	)		323,056			1,081,812			(1,455,517	)
Advances and conversions from shareholders		729,029			0			798,151			1,582,049
Proceeds from convertible note		136,801			0			(89,601	)		47,200
Decrease in notes payable		(120,393	)		90,393			0			(30,000	)
Proceeds from sale of common stock		336,500			0			0			336,500
Net Cash Provided by Financing		1,049,855			90,393			157,859			1,935,749
Cash used in discontinued operations					(402,823	)					(402,823	)
Net Increase in Cash	$	81,214		$	(3,805	)				$	77,409

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies applied in the presentation of the consolidated financial statements are as follows:

Property & Equipment

Property and equipment is recorded at cost. Major additions and improvements are capitalized. The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. Depreciation is computed using the straight-line method over the estimated useful life of the assets as follows.

Equipment 5 to 7 years

Impairment of Long-Lived Assets

The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with ASC Topic 360, "Property, Plant and Equipment."  An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is expected to generate.  If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds its fair value.  If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized.  Due the Company not producing any revenues from its BLM mining leases since its acquisition of the leases, achieving a position of producing cash flow levels to fund the development of its BLM mining leases in December of 2010 and not having current resources for an appraisal, we recognized an impairment charge of $100,000 during the year ended December 31, 2014.  The Company will continue to pay the annual renewal fees of $11,160 based on obtaining encouraging results from samples on surface material.  Due to reduced growth expectations and the Company not receiving any revenues from its ownership in Jet Tech described in Note 7, we recognized an impairment charge of $90,000 during the year ended December 31, 2014.

Discontinued Operations

On November 2, 2015, the Company consummated the sale of its wholly owned subsidiary, Mamaki of Hawaii, Inc. ("Mamaki") to Hawaiian Beverages, Inc. ("HBI").   Under the agreement, HBI acquired 100% of the common stock of Mamaki in exchange for seven hundred thousand dollars ($700,000) and the assumption of eighty-four thousand two hundred seventy-five thousand dollars ($84,275) of UMED debts.  HBI has paid so far two hundred forty-five thousand five hundred dollars ($245,400) of the two hundred fifty thousand dollars ($250,000) due at closing and pay three installments of one hundred fifty thousand dollars ($150,000) on each of thirty, sixty and ninety-day from the closing date. The Company has not received any payment on the $454,600 and has determined that the account is doubtful and wrote it off, as of December 31, 2015, as a deduction from the gain calculated on the sale.

The results of Mamaki are presented as a separate line item in the consolidated statements of operations and the consolidated balance sheets entitled "Assets/Liabilities sold relating to discontinued operations" and "Assets/Liabilities related to discontinued operations". In accordance with EITF 87-24, "Allocation of Interest to Discontinued Operations", the Company elected to not allocate consolidated interest expense to discontinued operations where the debt is not directly attributable to or related to discontinued operations. All of the financial information in the consolidated financial statements and notes to the consolidated financial statements has been revised to reflect only the results of continued operations. (See Note 13).

Revenue Recognition

The Company has not, to date, generated significant revenues.  The Company plans to recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition ("ASC 605-10") which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments ("ASC 605-25"). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing 605-25 on the Company's financial position and results of operations was not significant.

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States 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 amount of revenue and expenses during the reported period.  Actual results could differ materially from the estimates.

Cash and Cash Equivalent

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.  There were no cash equivalents at December 31, 2015 and 2014, respectively.

Segment Information

ASC 280, "Segment Reporting" requires use of the "management approach" model for segment reporting.  The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance.  The Company determined that is had one operating segment, Mamaki of Hawaii, Inc., in addition to its corporate activities, which the Company is presenting as discontinued operations.

Mine Exploration and Development Costs

The Company plans to account for mine exploration costs in accordance with Accounting Standards Codification 932, Extractive Activities.  All exploration expenditures are expensed as incurred. Mine development costs are capitalized until production, other than production incidental to the mine development process, commences and are amortized on a units of production method based on the estimated proven and probable reserves. Mine development costs represent costs incurred in establishing access to mineral reserves and include costs associated with sinking or driving shafts and underground drifts, permanent excavations, roads and tunnels. The end of the development phase and the beginning of the production phase takes place when construction of the mine for economic extraction is substantially complete. Coal extracted during the development phase is incidental to the mine's production capacity and is not considered to shift the mine into the production phase. Amortization of capitalized mine development is computed based on the estimated life of the mine and commences when production, other than production incidental to the mine development process, begins.   Due to the Company not producing any revenues from its BLM mining leases since its acquisition of the leases, achieving a position of producing cash flow levels to fund the development of its BLM mining leases in December of 2010 and not having current resources for an appraisal, we recognized an impairment charge of $100,000 during the year ended December 31, 2014.  Through December 31, 2015, the Company had not incurred any mine development costs.  During the year ended December 31, 2015, the Company incurred $9,166 in costs of obtaining surface samples. Through December 31, 2015, the Company had not incurred any mine development costs.

Mine Properties

The Company will account for mine properties in accordance with Accounting Standard Codification 930, Extractive Activities-Mining.  Costs of acquiring mine properties are capitalized by project area upon purchase of the associated claims.  Mine properties are periodically assessed for impairment of value and any diminution in value. The Company had 1,440 acres of placer mining claims at December 31, 2015, which were acquired in December 2010 in exchange for 5,066,000 shares of common stock valued at $100,000.  Due to the Company not producing any revenues from its BLM mining leases since its acquisition of the leases, achieving a position of producing cash flow levels to fund the development of its BLM mining leases in December of 2010 and not having current resources for an appraisal, we recognized an impairment charge of $100,000 during the year ended December 31, 2014.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes," which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

The Company has adopted the provisions of FASB ASC 740-10-05 Accounting for Uncertainty in Income Taxes. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements.  The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  Open tax-years subject to IRS examination include 2009 – 2014.

Net Loss Per Share, basic and diluted

Basic loss per share has been computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Shares issuable upon the exercise of warrants (5,112,953) have been excluded as a common stock equivalent in the diluted loss per share because their effect is anti-dilutive.

Derivative Instruments

The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging ("ASC 815"), which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.  They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

See Note 8 below for discussion regarding a warrant agreement related to a convertible note, which was repaid on July 22, 2015.

Original Issue Discount

For certain convertible debt issued, the Company provides the debt holder with an original issue discount ("OID").  An OID is the difference between the original cash proceeds and the amount of the note upon maturity. The Note is originally recorded for the proceeds received. The OID is amortized into interest expense pro-rata over the term of the Note.

Fair Value of Financial Instruments

The Company's financial instruments, as defined by Accounting Standard Codification subtopic 825-10, Financial Instrument ("ASC 825-10), include cash, accounts payable and convertible note payable.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2015 and 2014.

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions

The Company's derivative was valued at level 3.

Stock Based Compensation

The Company follows Accounting Standards Codification subtopic 718-10, Compensation ("ASC 718-10") which requires that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values.  

At December 31, 2015, the Company did not have any issued or outstanding stock options.

Concentration and Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash. The Company places its cash with high credit quality institutions.  At times, such deposits may be in excess of the FDIC insurance limit.

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development ("ASC 730-10"). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $766,726 and $218,000 during the years ended December 31, 2015 and 2014, respectively.

Issuance of Common Stock

The issuance of common stock for other than cash is recorded by the Company at market values.

Impact of New Accounting Standards

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

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CONTRACT RECEIVABLE

12 Months Ended

Dec. 31, 2015

CONTRACT RECEIVABLE

CONTRACT RECEIVABLE

NOTE 5 – CONTRACT RECEIVABLE

In November 2015, the Company completed the sale (entered into on October 1, 2015) of its wholly owned subsidiary, Mamaki of Hawaii, Inc., ("Mamaki") to Hawaiian Beverages, Inc. ("HBI").  Under the agreement, HBI acquired 100% of the common stock of Mamaki in exchange for seven hundred thousand dollars ($700,000) and the assumption of eighty-four thousand two hundred seventy- five thousand dollars ($84,275) of UMED debts.  HBI paid two hundred forty-five thousand five hundred dollars ($245,400) at closing towards the first installment due of two hundred fifty thousand ($250,000), resulting in a receivable of $454,600 at December 31, 2015.  The Company has not received any payment on the $454,600 and has determined that collection is doubtful and wrote the account off at December 31, 2015 as a reduction to the gain calculated on the sale.

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PROPERTY, PLANT AND EQUIPMENT

12 Months Ended

Dec. 31, 2015

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, their estimated useful lives, and related accumulated depreciation at December 31, 2015 and 2014, respectively, are summarized as follows:

	Range of
	Lives in
	Years		2015			2014
Equipment		5		2,032			13,220
Logistix software		5		0			73,500
Furniture and fixtures		5		1,983			1,983
				4,015			88,703
Less accumulate depreciation				(3,271	)		(14,061	)
			$	744			74,642
Depreciation expense for the year ended			$	396		$	297

During the year ended December 31, 2015, the Company wrote-off the balance of its Logistix software and $11,188

of fully depreciated assets.

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INVESTMENTS

12 Months Ended

Dec. 31, 2015

INVESTMENTS

INVESTMENTS

NOTE 7 – INVESTMENTS

Investments consisted of the following at December 31, 2015 and 2014;

		2015		2014 Restated
Jet Tech LLC In October 2011, the Company acquired a 49% interest in JetTech LLC which is an aerospace maintenance operation located at Meacham Airport in Fort Worth, Texas -The Company has impaired the investment at December 31, 2015 and 2014, respectively,	$	0	$	0
TOTAL INVESTMENTS	$	0	$	0

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CONVERTIBLE PROMISSORY NOTE

12 Months Ended

Dec. 31, 2015

CONVERTIBLE PROMISSORY NOTE:

CONVERTIBLE PROMISSORY NOTE

NOTE 8 – CONVERTIBLE PROMISSORY NOTE

On September 18, 2014, the Company issued a $158,000 convertible promissory note bearing interest at 10.0% per annum to an accredited investor, payable July 23, 2015, in monthly installments of $31,600 plus accrued interest beginning 6 months after the date of this promissory note.  The note was paid in full on July 22, 2015.  The holder had the right under certain circumstances to convert the note into common stock of the Company at a conversion price equal to 70% of the average of the 3 lowest volume weighted average trading prices during the 20-day period ending on the latest complete trading day prior to the conversion date. 

The Company evaluated the terms of the convertible note in accordance with ASC 815-40, Contracts in Entity's Own Equity, and concluded that the Convertible Note did result in a derivative. The Company evaluated the terms of the convertible note and concluded that there was a beneficial conversion feature since the convertible note was convertible into shares of common stock at a discount to the market value of the common stock. The discount related to the beneficial conversion feature on the note was valued at $158,000 based on its then intrinsic value. The discount related to the beneficial conversion feature ($78,463) and the warrants ($79,537) is being amortized over the term of the debt (10 months).  For the year ended December 30, 2015, the Company recognized $51,001of interest expense related to the amortization of the discount as the note was paid in full on July 22,2015.

In connection with the issuance of the $158,000 note discussed above, the Company recorded debt issue cost and discount as follows:

	10.4% cash – which is equivalent to $16,500, and
	Warrants – having a fair value of $107,212 and recorded on the balance sheet at $60,164 and $239,789 as of December 31, 2015 and 2014, respectively, which was computed as follows;
		Commitment Date
Expected dividends			0%
Expected volatility			189%
Expected term: conversion feature		3.75years
Risk free interest rate			1.75%

The debt issue costs were capitalized and amortized through July 22, 2015, when the note was repaid.

Amortization of debt issue costs for the year ended December 31, 2015 was $55,427.  Net debt issue costs at December 31, 2015 was $0, as the note had been repaid.

The original issue discount pertains to discount taken by lender against the total convertible note of $158,000, resulting in a disbursement of $144,000 to the company.

The original issue discount of $14,000 was amortized $5,900 and $8,100 in the years ended December 31, 2015 and 2014, respectively, as the note was paid in full in July 2015.

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ACCRUED EXPENSES

12 Months Ended

Dec. 31, 2015

ACCRUED EXPENSES

ACCRUED EXPENSES

NOTE 9 – ACCRUED EXPENSES

Accrued expenses consisted of the following at December 31, 2015 and 2014;

	2015		2014 Restated
Accrued consulting fees	$	229,000	$	144,500
Bank overdraft		763		0
Accrued interest expense		0		9,091
Total accrued expenses	$	229,763	$	153,591

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CAPITAL STRUCTURE

12 Months Ended

Dec. 31, 2015

CAPITAL STRUCTURE

CAPITAL STRUCTURE

NOTE 10– CAPITAL STRUCTURE

The Company is authorized to issue 300,000,000 shares of class A common stock with a par value of $.0001 per share and 20,000,000 shares of class B stock with a par value of $.0001 per share.  Each common stock share has one voting right and the right to dividends, if and when declared by the Board of Directors.

Class A Common Stock

At December 31, 2015, there were 183,882,132 shares of class A common stock issued and outstanding.

During the period from July 1, through September 30, 2105, the Company issued 5,921,992 shares of restricted class A common stock to eighteen individuals through private placements for cash of $450,910 at average of $0.076 per share.

During the period from July 1, 2015 through September 30, 2015, the Company issued 9,179,340 shares of class A stock for 611,956 class B shares on terms set by the Company's predecessor, Dynalyst Manufacturing Corporation.

During the period from July 1, 2015 through September 30, 2015, the Company issued 1,600,000 shares of restricted class A common stock for consulting services at a value of $244,5000 based on value of the services provided, at average of $0.153 per share.

During the period from July 1, 2015 through September 30, 2015, the Company issued 1,235,110 shares of restricted class A common stock for legal and management services at a value of $140,713 based on value of the services provided, at average of $0.114 per share.

During the period from April 1, 2015 through June 30, 2015, the Company issued 1,726,080 shares of restricted class A common stock valued at $293,434 for conversion of advances from shareholders at an average of $0.17 per share.

During the period from April 1, 2015 through June 30, 2015, the Company issued 4,150,732 shares of restricted class A common stock to twelve individuals through private placements for cash of $508,500 at average of $0.1225 per share.

During the period from April 1, 2015 through June 30, 2015, the Company issued a total of 13,125,000 shares of restricted class A common stock to its former CEO, its President and Chief Financial Officer per their employment agreements. The shares were valued at $0.15 per share based on market value.

During the period from April 1, 2015 through June 30, 2015, the Company issued 250,000 shares of restricted class A common stock to its former CEO as set out in his separation agreement. The shares were valued at $0.138 per share based on market value.

During the period from April 1, 2015 through June 30, 2015, the Company issued 200,000 shares of restricted class A common stock for consulting services at a value of $34,000at an average of $0.17 per share.

During the period from January 1, 2015 through March 31, 2015, the Company issued 91,666 shares of restricted class A common stock valued at $21,083 for conversion of advances from shareholders at an average of $0.23 per share.

During the period from January 1, 2015 through March 31, 2015, the Company issued 842,377 shares of restricted class A common stock to seven individuals through private placements for cash of $122,950 at $0.146 per share.

 During the period from October 1 through December 31, 2014, the Company issued 1,633,142 shares of restricted class A common stock valued at $351,126 for the conversion of shareholder advances at an average of $0.215 per share.

During the period from October 1 through December 31, 2014, the Company issued 1,000,000 shares of restricted class A common stock to six investors for cash consideration of $127,500.

During the period from October 1 through December 31, 2014, the Company issued 225,000 shares of restricted class A common stock for consulting services valued at $48,375, at an average of $0.215 per share.

During the period from July 1, 2014 through September 30, 2014, the Company issued 1,118,000 shares of restricted class A common stock for conversion of $335,400 in advances from shareholder, or $0.30 per share.

During the period from July 1, 2104 through September 30, 2104, the Company issued 3,770,182 shares of restricted class A common stock for services rendered.  The shares were valued at $583,727, or $0.18 per share. 

During the period from July 1, 2104 through September 30, 2014, the Company entered into subscription agreements with individuals and sold 550,000 shares of restricted class A common stock for $67,000 cash, or $0.122 per share.

During the period from April 1, 2014 through June 30, 2014, the Company issued 2,216,233 shares of restricted class A common stock valued at $613,762 for conversion of advances from shareholder, or $0.277 per share.

During the period from April 1, 2104 through June 30, 2104, the Company issued 1,645,000 shares of restricted class A common stock for services rendered.  The shares were valued at $385,050, or $0.234 per share. 

During the period from April 1, 2104 through June 30, 2014, the Company entered into subscription agreements with individuals and sold 490,888 shares of restricted class A common stock for $107,000 cash, or $0.218 per share.

During the period from January 1, 2014 through March 31, 2014, the Company issued 1,736,540 shares of restricted class A common stock valued at $185,677 for conversion of advances from shareholder at an average of $0.107.

During the period from January 1, 2014 through March 31, 2014, the Company issued 634,652 shares of restricted class A common stock for services rendered.  The shares were valued at $78,500, or $0.124 per share. 

During the period from January 1, 2014 through March 31, 2014, the Company issued 100,000 shares of restricted class A common stock for services rendered.  The shares were valued at $10,000, or $0.10 per share.

During the period from January 1, 2014 through March 31, 2014, the Company entered into subscription agreement with an individual and sold 269,230 shares of restricted class A common stock for $35,000 cash, or $0.13 per share.

During the period from January 1, 2014 through March 31, 2014, the Company issued 600,000 shares of restricted class A common stock for the conversion of 60,000 shares of class B common stock at the conversion rate of 10 shares of restricted class common stock for each share of class B common stock.

During the period from January 1, 2014 through March 31, 2014, the Company issued 500,000 shares of restricted class A common stock for legal services rendered.  The shares were valued at $75,000, or $0.15 per share.

During the period from January 1, 2014 through March 31, 2014, the Company issued 160,000 shares of restricted class A common stock for services rendered.  The shares were valued at $21,600, or $0.135 per share.

Class B Stock

At December 31, 2015, there were 15,126,938 shares of class B stock issued and outstanding. Each class B share is convertible, at the option of the shareholder, into common stock on a one for one basis.

During the period from July 1, 2015 through September 30, 2015, the Company issued 9,179,340 shares of class A stock for 611,956 class B shares on terms set by the Company's predecessor, Dynalyst Manufacturing Corporation.

Stock options, warrants and other rights

At December 31, 2015, the Company has not adopted any employee stock option plans.

On October 1, 2015, the Company issued 4,000,000 warrants for legal work. The warrants are exercisable for $.20 per share for a period of five years from the date of issue. The Company valued the warrants as of December 31, 2015 at $386,549 using the Black-Scholes Model with expected dividend rate of 0%, expected volatility rate of 189%, expected conversion term of 4.75 years and risk free interest rate of 1.75%.

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RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2015

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 11 - RELATED PARTY TRANSACTIONS

Shareholders have made advances to the Company in the amounts of $383,878 and $715,070 during the years ended December 31, 2015 and 2014, respectively.  The shareholders have elected to convert advances of $314,517 and $1,527,179 to shares of class A, common stock at an average value of $0.173 and $0.228 per share and received repayments of $79,058 and $0 during the years ended December 31, 2015 and 2014, respectively.

In April 2015, the Company's then Chief Executive Officer resigned and in his settlement agreement gave up claims to receive deferred compensation, which amounted to $518,300 and treated as debt forgiveness, as discussed in Note 14 below.

In May 2015, the Company issued 13,125,000 shares of restricted class A common stock to its former CEO, its President and Chief Financial Officer per their employment agreements. The shares were valued at an average of $0.15 per share based on market value.

In July 2015, the Company issued a total of 9,179,340 shares of restricted class A common stock to its President and Chief Financial Officer for the conversion of 611,956 shares of class B stock at the rate of fifteen shares of restricted common stock for each share of Class B stock, on terms set by the Company's predecessor, Dynalyst Manufacturing Corporation.

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INCOME TAXES

12 Months Ended

Dec. 31, 2015

INCOME TAXES

INCOME TAXES

NOTE 12 – INCOME TAXES

At December 31, 2015 and 2014, the Company had approximately $4.9 million and $3.5 million, respectively, of net operating losses ("NOL") carry forwards for federal and state income tax purposes.  These losses are available for future years and expire through 2033.  Utilization of these losses may be severely or completely limited if the Company undergoes an ownership change pursuant to Internal Revenue Code Section 382.  

The provision for income taxes for continuing operations consists of the following components for the years ended December 31, 2015 and 2014:

	2015			2014
Current		$	-		$	-
Deferred			-			-
Total tax provision for (benefit from) income taxes		$	-		$	-

A comparison of the provision for income tax expense at the federal statutory rate of 34% for the years ended December 31, 2015 and 2014 the Company's effective rate is as follows:

	2015			2014
Federal statutory rate		(34.0	) %		(34.0	) %
State tax, net of federal benefit		(0.0	)		(0.0	)
Permanent differences and other including surtax exemption		0.0			0.0
Valuation allowance		34.0			34.0
Effective tax rate		0.0	%		0.0	%

The net deferred tax assets and liabilities included in the financial statements consist of the following amounts at December 31, 2015 and December 31, 2014:

	2015			2014 Restated
Deferred tax assets
Net operating loss carry forwards	$	4,028,702		$	4,384,475
Deferred compensation		2,409,213			1,966,523
Stock based compensation		4,898,968			1,887,431
Other		1,121,248			191,000
Total		12,458,131			8,429,429
Less valuation allowance		(12,458,131	)		(8,429,429	)
Deferred tax asset		-			-
Deferred tax liabilities
Depreciation and amortization	$	-		$	-
Net long-term deferred tax asset	$	-		$	-

The change in the valuation allowance was $4,028,702 and $4,384,475 for the years ended December 31, 2015 and 2014, respectively.  The Company has recorded a 100% valuation allowance related to the deferred tax asset for the loss from operations, interest expense, interest income and other income subsequent to the change in ownership, which amounted to $12,458,131 and $8,429,429 at December 31, 2015 and 2014, respectively. 

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, historical taxable income including available net operating loss carry forwards to offset taxable income, and projected future taxable income in making this assessment.

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DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2015

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

NOTE 13 – DISCONTINUED OPERATIONS

In November 2015, the Company completed the sale (entered into on October 1, 2015) of its wholly owned subsidiary, Mamaki of Hawaii, Inc., ("Mamaki") to Hawaiian Beverages, Inc. ("HBI").  Under the agreement, HBI acquired 100% of the common stock of Mamaki in exchange for seven hundred thousand dollars ($700,000) and the assumption of eighty-four thousand two hundred seventy- five thousand dollars ($84,275) of UMED debts.  HBI paid two hundred forty-five thousand five hundred dollars ($245,400) at closing towards the first installment due of two hundred fifty thousand ($250,000) and with three installments of one hundred fifty thousand dollars ($150,000) on each due thirty, sixty and ninety days from the closing date.  The Company has not received any payment on the $454,600 and has determined that the collection is doubtful and wrote the receivable off at December 31, 2015 against the gain calculated on the sale.

The following is a summary of the calculation of the gain from the sale of Mamaki of Hawaii, Inc.:

Mamaki of Hawaii historical operations	$	2,008,794
Contract receivable from Hawaiian Beverages		700,000
UMED note payable assumed by Hawaiian Beverages		64,697
Write off Mamaki of Hawaii Intercompany receivable		(777,255	)
Write off UMED investment in Mamaki of Hawaii stock		(778,430	)
Write off contract receivable		(454,600	)
Gain from discontinued operations for 2015	$	763,206

The following statements of the discontinued operations (Mamaki of Hawaii, Inc.) for the nine months ended September 30, 2015 (date Hawaiian Beverages took over the operations of Mamaki) and year ended December 31, 2014:

	2015			2014
Sales	$	47,275		$	24,581
Cost of sales		8,407			54,696
Gross profit		38,868			(30,115	)
Operating Expenses:
General and administrative expenses		395,824			415,009
Depreciation		89,218			118,954
Total Operating Expenses		485,042			533,963
Operating Loss		(446,174	)		(564,078	)
Other Income (Expense)
Interest expense		(115,238	)		(150,756	)
Loss from discontinued operations	$	(561,412	)	$	(714,834	)
Loss per share – discontinued operations	$	(0.00	)	$	(0.00	)

Assets and liabilities retained relating to discontinued operations (Mamaki of Hawaii, Inc.) consisted of the following at December 31, 2014;

	12/31/2014
Current assets relating to discontinued operations:
Cash	$	5,153
Accounts receivable		780
Prepaid expenses and deposits		32,700
Property, plant and equipment, net		1,719,009
Total assets related to discontinued operations	$	1,757,643
Current liabilities relating to discontinued operations:
Bank overdrafts	$	4,896
Notes payable		1,245,211
Accounts payable		35,582
Accrued interest payable		36,450
Accrued expenses		538,380
Total liabilities related to discontinued operations	$	1,860,518

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COMMITMENTS

12 Months Ended

Dec. 31, 2015

COMMITMENTS

COMMITMENTS

NOTE 14 – COMMITMENTS

Employment Agreements

In May 2011, the Company entered into employment agreements with its chief executive officer, president and chief financial officer.  The Agreements are for a term of 5 years with compensation of $180,000 the first year, $240,000 the second year, $300,000 the third year, $350,000 the four2th year and the fifth year at a salary commensurate with those in similar industries.  The employment agreements also provide for the officers to receive 1,250,000 shares of restricted common stock annually for each year of the employment agreement.  During the years ended December 31, 2015 and 2014, with consent of management, the Company accrued a total of $405,000 and $360,000, respectively, as management fees in accordance with the terms of these agreements.  On April 8, 2015, the Company's chief executive officer resigned and relinquished his claim to receive $518,300 of deferred compensation, which the Company treated as debt forgiveness.

In August 2012, the Company entered into employment agreements with the president and chairman of the board of Greenway Innovative Energy, Inc. for a term of 5 years with compensation of $90,000 per year. In June of 2014, the president's employment agreement was amended to increase his annual pay to $180,000.  On March 31, 2015, accrual on the Greenway chairman of the board agreement was ceased due to his absence from the company for more than a year. During the years ended December 31, 2015 and 2014, respectively, the Company accrued $191,250 and $168,700 towards the employment agreements.

Leases

In July 2015, the Company reduced its office lease space from 3,500 to 1,800 square feet on a month-to-month basis at $3,200 per month. In October 2015, the Company signed a new two-year lease for new office space of approximately 1,800 square feet at the rate of $2,417 for the first twelve months and $2,495 for the second twelve months.  During the years ended December 31, 2015 and 2014, the Company expensed $55,836 and $76,800, respectively, in rent expense.

The Company is obligated to pay approximately $11,800 in annual maintenance fees on its mining leases, in addition to 10% royalties based on production.

Legal

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company currently is not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2015

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 15-SUBSEQUESNT EVENTS

During the period form January 1, 2015 through March 24, 2015, the Company issued 3,500,002 shares of restricted class A common stock to four individuals for $245,000 cash.

During the period form January 1, 2015 through March 24, 2015, the Company issued 400,000 shares of restricted class A common stock services rendered.  The shares were valued at $36,000, or $0.09 per share.

During the period form January 1, 2015 through March 24, 2015, the Company issued 664,285 shares of restricted class A common stock for conversion of $53,145 of advances from shareholder.

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ACCOUNTING POLICIES. (POLICIES)

12 Months Ended

Dec. 31, 2015

Accounting Policies:

Nature Of Operations

Nature of Operations

UMED Holdings, Inc. ("UMED" or the "Company") was organized on March 13, 2002 under the laws of the State of Texas as Dynalyst Manufacturing Corporation.  On August 18, 2009, in connection with a merger with Universal Media Corporation, a privately held Nevada company, the Company changed its name to Universal Media Corporation ("UMC").  The company changed its name to UMED Holdings, Inc. on March 23, 2011.

UMED's mission is to operate as a holding company through the acquisition of businesses as wholly-owned subsidiaries that meet some key requirements: (1) solid management that will not have to be replaced in the near future (2) the ability to grow with steady growth to follow and (3) an emphasis on emerging core industry markets, such as energy and metals.  It is the Company's intention to add experienced personnel and select strategic partners to manage and operate the acquired business units.  

In September 2010, UMED has acquired 1,440 acres of placer mining claims on Bureau of Land Management land in Mohave County, Arizona. See discussion in Note 4.  Due the Company not producing any revenues from its BLM mining leases since its acquisition of the leases, achieving a position of producing cash flow levels to fund the development of its BLM mining leases in December of 2010 and not having current resources for an appraisal, we recognized an impairment charge of $100,000 during the year ended December 31, 2014.

In October 2011, UMED has acquired a 49% interest in Jet Regulators, LP, an aircraft maintenance company located at Meacham Field in Fort Worth, Texas.  See discussion in Notes 5 and 7.  Due to reduced growth expectations and the Company not receiving any revenues from its ownership in Jet Tech described in Note 7, we recognized an impairment charge of $90,000 during the year ended December 31, 2014.

In May 2012, the Company acquired 80% of Mamaki Tea & Extract of Hawaii, Inc. (nka Mamaki of Hawaii, Inc.) which owns and operates Wood Valley Plantation a 25 acre Mamaki Tea plantation located in the Kau district of the Island of Hawaii and lies at the foot of Mauna Loa, the Earth's largest volcano.   On December 31, 2012, the Company acquired the remaining 20% for 500,000 shares of restricted common stock and $127,800 of cash.  Mamaki of Hawaii, Inc. was sold in October 2015 as discussed further in Notes 2, 3, 4, 5 and 13.

In August 2012, the Company acquired 100% of Greenway Innovative Energy, Inc., which owns patents and proprietary technology that is capable of converting natural gas to diesel and jet fuels. 

Property and Equipment

Property & Equipment

Property and equipment is recorded at cost. Major additions and improvements are capitalized. The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. Depreciation is computed using the straight-line method over the estimated useful life of the assets as follows.

Equipment 5 to 7 years

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with ASC Topic 360, "Property, Plant and Equipment."  An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is expected to generate.  If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds its fair value.  If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized.  Due the Company not producing any revenues from its BLM mining leases since its acquisition of the leases, achieving a position of producing cash flow levels to fund the development of its BLM mining leases in December of 2010 and not having current resources for an appraisal, we recognized an impairment charge of $100,000 during the year ended December 31, 2014.  The Company will continue to pay the annual renewal fees of $11,160 based on obtaining encouraging results from samples on surface material.  Due to reduced growth expectations and the Company not receiving any revenues from its ownership in Jet Tech described in Note 7, we recognized an impairment charge of $90,000 during the year ended December 31, 2014.

Discontinued Operations

Discontinued Operations

On November 2, 2015, the Company consummated the sale of its wholly owned subsidiary, Mamaki of Hawaii, Inc. ("Mamaki") to Hawaiian Beverages, Inc. ("HBI").   Under the agreement, HBI acquired 100% of the common stock of Mamaki in exchange for seven hundred thousand dollars ($700,000) and the assumption of eighty-four thousand two hundred seventy-five thousand dollars ($84,275) of UMED debts.  HBI has paid so far two hundred forty-five thousand five hundred dollars ($245,400) of the two hundred fifty thousand dollars ($250,000) due at closing and pay three installments of one hundred fifty thousand dollars ($150,000) on each of thirty, sixty and ninety-day from the closing date. The Company has not received any payment on the $454,600 and has determined that the account is doubtful and wrote it off, as of December 31, 2015, as a deduction from the gain calculated on the sale.

The results of Mamaki are presented as a separate line item in the consolidated statements of operations and the consolidated balance sheets entitled "Assets/Liabilities sold relating to discontinued operations" and "Assets/Liabilities related to discontinued operations". In accordance with EITF 87-24, "Allocation of Interest to Discontinued Operations", the Company elected to not allocate consolidated interest expense to discontinued operations where the debt is not directly attributable to or related to discontinued operations. All of the financial information in the consolidated financial statements and notes to the consolidated financial statements has been revised to reflect only the results of continued operations. (See Note 13).

Revenue Recognition

Revenue Recognition

The Company has not, to date, generated significant revenues.  The Company plans to recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition ("ASC 605-10") which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments ("ASC 605-25"). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing 605-25 on the Company's financial position and results of operations was not significant.

Use of Estimates

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States 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 amount of revenue and expenses during the reported period.  Actual results could differ materially from the estimates.

Cash and Cash Equivalent

Cash and Cash Equivalent

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.  There were no cash equivalents at December 31, 2015 and 2014, respectively.

Segment Information, Policy

Segment Information

ASC 280, "Segment Reporting" requires use of the "management approach" model for segment reporting.  The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance.  The Company determined that is had one operating segment, Mamaki of Hawaii, Inc., in addition to its corporate activities, which the Company is presenting as discontinued operations

Mine Exploration and Development Costs

Mine Exploration and Development Costs

The Company plans to account for mine exploration costs in accordance with Accounting Standards Codification 932, Extractive Activities.  All exploration expenditures are expensed as incurred. Mine development costs are capitalized until production, other than production incidental to the mine development process, commences and are amortized on a units of production method based on the estimated proven and probable reserves. Mine development costs represent costs incurred in establishing access to mineral reserves and include costs associated with sinking or driving shafts and underground drifts, permanent excavations, roads and tunnels. The end of the development phase and the beginning of the production phase takes place when construction of the mine for economic extraction is substantially complete. Coal extracted during the development phase is incidental to the mine's production capacity and is not considered to shift the mine into the production phase. Amortization of capitalized mine development is computed based on the estimated life of the mine and commences when production, other than production incidental to the mine development process, begins.   Due to the Company not producing any revenues from its BLM mining leases since its acquisition of the leases, achieving a position of producing cash flow levels to fund the development of its BLM mining leases in December of 2010 and not having current resources for an appraisal, we recognized an impairment charge of $100,000 during the year ended December 31, 2014.  Through December 31, 2015, the Company had not incurred any mine development costs.  During the year ended December 31, 2015, the Company incurred $9,166 in costs of obtaining surface samples. Through December 31, 2015, the Company had not incurred any mine development costs.

Mine Properties

Mine Properties

The Company will account for mine properties in accordance with Accounting Standard Codification 930, Extractive Activities-Mining.  Costs of acquiring mine properties are capitalized by project area upon purchase of the associated claims.  Mine properties are periodically assessed for impairment of value and any diminution in value. The Company had 1,440 acres of placer mining claims at December 31, 2015, which were acquired in December 2010 in exchange for 5,066,000 shares of common stock valued at $100,000.  Due to the Company not producing any revenues from its BLM mining leases since its acquisition of the leases, achieving a position of producing cash flow levels to fund the development of its BLM mining leases in December of 2010 and not having current resources for an appraisal, we recognized an impairment charge of $100,000 during the year ended December 31, 2014.

Income Taxes

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes," which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

The Company has adopted the provisions of FASB ASC 740-10-05 Accounting for Uncertainty in Income Taxes. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements.  The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  Open tax-years subject to IRS examination include 2009 – 2014.

Net Loss Per Share, basic and diluted

Net Loss Per Share, basic and diluted

Basic loss per share has been computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Shares issuable upon the exercise of warrants (5,112,953) have been excluded as a common stock equivalent in the diluted loss per share because their effect is anti-dilutive.

Derivative Instruments

Derivative Instruments

The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging ("ASC 815"), which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.  They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

See Note 8 below for discussion regarding a warrant agreement related to a convertible note, which was repaid on July 22, 2015.

Original Issue Discount

Original Issue Discount

For certain convertible debt issued, the Company provides the debt holder with an original issue discount ("OID").  An OID is the difference between the original cash proceeds and the amount of the note upon maturity. The Note is originally recorded for the proceeds received. The OID is amortized into interest expense pro-rata over the term of the Note.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company's financial instruments, as defined by Accounting Standard Codification subtopic 825-10, Financial Instrument ("ASC 825-10), include cash, accounts payable and convertible note payable.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2015 and 2014.

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions

The Company's derivative was valued at level 3.

Stock Based Compensation

Stock Based Compensation

The Company follows Accounting Standards Codification subtopic 718-10, Compensation ("ASC 718-10") which requires that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values.  

At December 31, 2015, the Company did not have any issued or outstanding stock options.

Concentration and Credit Risk

Concentration and Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash. The Company places its cash with high credit quality institutions.  At times, such deposits may be in excess of the FDIC insurance limit.

Research and Development

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development ("ASC 730-10"). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $766,726 and $218,000 during the years ended December 31, 2015 and 2014, respectively.

Issuance of Common Stock

Issuance of Common Stock

The issuance of common stock for other than cash is recorded by the Company at market values.

Impact of New Accounting Standards

Impact of New Accounting Standards

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

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Basis of Presentation (TABLES)

12 Months Ended

Dec. 31, 2015

Basis of Presentation (TABLES):

Basis of Presentation (TABLES)

The accompanying consolidated financial statements include the accounts of the following entities:

Name of Entity	%		Entity	Incorporation	Relationship
UMED Holdings, Inc.			Corporation	Texas	Parent
Mamaki of Hawaii, Inc.*	100	%	Corporation	Nevada	Subsidiary
Universal Media Corporation	100	%	Corporation	Wyoming	Subsidiary
Greenway Innovative Energy, Inc.	100	%	Corporation	Nevada	Subsidiary
Logistix Technology Systems, Inc.	100	%	Corporation	Texas	Subsidiary

*  Sold in October 2015

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RESTATEMENT (TABLES)

12 Months Ended

Dec. 31, 2015

RESTATEMENT {2}

Schedule of restatement of Balance Sheet Accounts

Balance Sheet Accounts	As Previously Stated			Reclassify Mamaki			Correction of Derivative and Stock Valuations			As Restated
Cash	$	82.400		$	(4,896	)				$	77,504
Accounts receivable		780			(780	)					0
Prepaid expenses		32,700			(32,700	)					0
Land		150,000			(150,000	)					0
Buildings		871,842			(871,842	)					0
Equipment		1,084,755			(996,052	)					88,703
Accumulated depreciation		(312,946	)		298,885						(14,061
Mine Properties		100,000						(100,000	)		0
Investments		90,000						(90,000	)		0
Debt issue costs		55,427						(55,427	)		0
Assets related to discontinued operations		0			1,757,643						1,757,643
Total	$	2,155,214		$	0		$	(233,302	)	$	1,909,789
Accounts payable	$	70,568		$	(35,582	)				$	34,986
Advances from shareholders		181,272									181,272
Accrued expenses		733,316			(579,725	)					153,591
Convertible note payable, net		136,801						(89,601	)		47,200
Derivative liability		0						239,789			239,789
Term notes		1,245,211			(1,245,211	)					0
Liabilities related to discontinued operations		0			1,860,518						1,860,518
Total	$	4,189,845		$	0		$	150,189		$	4,340,034
Class B common	$	1,574		$	0		$	0		$	1,574
Class A common		14,557			0			0			14,557
Additional paid-in-capital		4,679,538			0			1,303,515			5,983,53
Accumulated deficit		(6,730,300	)		0			(1,699,129	)		(8,429,429
Total	$	2,034,631	)	$	0		$	(383,489	)		(2,418,120

Schedule of Restatement of Operations

Statement of Operations	As Previously Stated			Mamaki Reclassification			Correction of Derivative and Stock Valuations			As Restated
Sales	$	24,581		$	(24,581	)	0			$	0
Cost of sales		54,696			(54,696	)	0				0
Gross profit		(30,115	)		(30,115	)	0				0
Expenses
General and administrative		2,092,746			(415,009	)		563,339			2,241,076
Research and development		218,000			0			0			218,000
Depreciation		119,350			(118,954	)		0			396
		2,430,096			(533,963	)		563,339			2,459,472
Operating loss Other expenses		(2,460,211	)		(564,078	)		(563,339	)		(2,459,472	)
Impairment on investments		0			0			(190,000	)		(190,000	)
Loss on derivative		0			0			(91,395	)		(91,395	)
Interest expense		(225,135	)		(150,756	)		(842,270	)		(928,774	)
Operating loss from continuing operations		(2,685,346	)		(714,834	)		(1,687,004	)		(3,669,641	)
Loss from discontinued operations		0			(714,834	)		0			(714,834	)
Loss before income taxes		(2,685,346	)		0			(1,687,004	)		(4,384,475	)
Provision for income taxes		0			0			0			0
Net loss	$	(2,685,346	)	$	(714,834	)		(1,687,004	)	$	(4,384,475	)
Basic loss per share
Operating loss										$	(0.03	)
Loss from discontinued operations										$	(0.00	)

Schedule of restatement of Cash Flows Accounts

Statement of Cash Flows Accounts	As Previously Stated			Mamaki Reclassification			Correction of Derivative and Stock Valuations			As Restated
Net loss from operations	$	(2,685,346	)	$	(714,834	)	$	(269,461	)	$	(3,669,641	)
Depreciation		119,350			(118,955	)		0			395
Interest and amortization of debt discounts		0						64,836			64,836
Stock issued for services		738,842			0			563,409			1,302,251
Impairment provisions		0			0			190,000			19,000
Warrants		89,568			0			(89,568	)		0
Debt issue costs amortized		0			0			12,125			12,125
Accounts receivable		900			(900	)		0			0
Prepaid expenses		21,149			(21,149	)		0			0
Accounts payable		(9,287	)		(10,532	)		0			(19,819	)
Accrued management fees		493,851			0			0			493,851
Derivative liability		0			0			239,789			239,789
Accrued expenses		262,332			(240,240	)					22,092
Net Cash Provided by Operations		(968,641	)		323,056			1,081,812			(1,455,517	)
Advances and conversions from shareholders		729,029			0			798,151			1,582,049
Proceeds from convertible note		136,801			0			(89,601	)		47,200
Decrease in notes payable		(120,393	)		90,393			0			(30,000	)
Proceeds from sale of common stock		336,500			0			0			336,500
Net Cash Provided by Financing		1,049,855			90,393			157,859			1,935,749
Cash used in discontinued operations					(402,823	)					(402,823	)
Net Increase in Cash	$	81,214		$	(3,805	)				$	77,409

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PROPERTY, PLANT AND EQUIPMENT (TABLES)

12 Months Ended

Dec. 31, 2015

PROPERTY, PLANT AND EQUIPMENT (TABLES):

PROPERTY, PLANT AND EQUIPMENT (TABLES)

Property, plant and equipment, their estimated useful lives, and related accumulated depreciation at December 31, 2015 and 2014, respectively, are summarized as follows:

	Range of
	Lives in
	Years		2015			2014
Equipment		5		2,032			13,220
Logistix software		5		0			73,500
Furniture and fixtures		5		1,983			1,983
				4,015			88,703
Less accumulate depreciation				(3,271	)		(14,061	)
			$	744			74,642
Depreciation expense for the year ended			$	396		$	297

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INVESTMENTS (TABLES)

12 Months Ended

Dec. 31, 2015

INVESTMENTS (TABLES):

INVESTMENTS (TABLES)

Investments consisted of the following at December 31, 2015 and 2014;

		2015		2014 Restated
Jet Tech LLC In October 2011, the Company acquired a 49% interest in JetTech LLC which is an aerospace maintenance operation located at Meacham Airport in Fort Worth, Texas -The Company has impaired the investment at December 31, 2015 and 2014, respectively,	$	0	$	0
TOTAL INVESTMENTS	$	0	$	0

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CONVERTIBLE PROMISSORY NOTE (TABLES)

12 Months Ended

Dec. 31, 2015

CONVERTIBLE PROMISSORY NOTE (TABLES):

CONVERTIBLE PROMISSORY NOTE (TABLES)

In connection with the issuance of the $158,000 note discussed above, the Company recorded debt issue cost and discount as follows:

	10.4% cash – which is equivalent to $16,500, and
	Warrants – having a fair value of $107,212 and recorded on the balance sheet at $60,164 and $239,789 as of December 31, 2015 and 2014, respectively, which was computed as follows;
		Commitment Date
Expected dividends			0%
Expected volatility			189%
Expected term: conversion feature		3.75years
Risk free interest rate			1.75%

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ACCRUED EXPENSES (TABLES)

12 Months Ended

Dec. 31, 2015

ACCRUED EXPENSES (TABLES):

ACCRUED EXPENSES (TABLES)

Accrued expenses consisted of the following at December 31, 2015 and 2014;

	2015		2014 Restated
Accrued consulting fees	$	229,000	$	144,500
Bank overdraft		763		0
Accrued interest expense		0		9,091
Total accrued expenses	$	229,763	$	153,591

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INCOME TAXES (TABLES)

12 Months Ended

Dec. 31, 2015

INCOME TAXES (TABLES):

The provision for income taxes

The provision for income taxes for continuing operations consists of the following components for the years ended December 31, 2015 and 2014:

	2015			2014
Current		$	-		$	-
Deferred			-			-
Total tax provision for (benefit from) income taxes		$	-		$	-

A comparison of the provision for income tax expense at the federal statutory rate

A comparison of the provision for income tax expense at the federal statutory rate of 34% for the years ended December 31, 2015 and 2014 the Company's effective rate is as follows:

	2015			2014
Federal statutory rate		(34.0	) %		(34.0	) %
State tax, net of federal benefit		(0.0	)		(0.0	)
Permanent differences and other including surtax exemption		0.0			0.0
Valuation allowance		34.0			34.0
Effective tax rate		0.0	%		0.0	%

The net deferred tax assets and liabilities

The net deferred tax assets and liabilities included in the financial statements consist of the following amounts at December 31, 2015 and December 31, 2014:

	2015			2014 Restated
Deferred tax assets
Net operating loss carry forwards	$	4,028,702		$	4,384,475
Deferred compensation		2,409,213			1,966,523
Stock based compensation		4,898,968			1,887,431
Other		1,121,248			191,000
Total		12,458,131			8,429,429
Less valuation allowance		(12,458,131	)		(8,429,429	)
Deferred tax asset		-			-
Deferred tax liabilities
Depreciation and amortization	$	-		$	-
Net long-term deferred tax asset	$	-		$	-

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DISCONTINUED OPERATIONS (TABLES)

12 Months Ended

Dec. 31, 2015

DISCONTINUED OPERATIONS (TABLES):

Summary of the calculation of the gain from the sale of Mamaki of Hawaii

The following is a summary of the calculation of the gain from the sale of Mamaki of Hawaii, Inc.:

Mamaki of Hawaii historical operations	$	2,008,794
Contract receivable from Hawaiian Beverages		700,000
UMED note payable assumed by Hawaiian Beverages		64,697
Write off Mamaki of Hawaii Intercompany receivable		(777,255	)
Write off UMED investment in Mamaki of Hawaii stock		(778,430	)
Write off contract receivable		(454,600	)
Gain from discontinued operations for 2015	$	763,206

Condensed statements of the discontinued operations

The following statements of the discontinued operations (Mamaki of Hawaii, Inc.) for the nine months ended September 30, 2015 (date Hawaiian Beverages took over the operations of Mamaki) and year ended December 31, 2014:

	2015			2014
Sales	$	47,275		$	24,581
Cost of sales		8,407			54,696
Gross profit		38,868			(30,115	)
Operating Expenses:
General and administrative expenses		395,824			415,009
Depreciation		89,218			118,954
Total Operating Expenses		485,042			533,963
Operating Loss		(446,174	)		(564,078	)
Other Income (Expense)
Interest expense		(115,238	)		(150,756	)
Loss from discontinued operations	$	(561,412	)	$	(714,834	)
Loss per share – discontinued operations	$	(0.00	)	$	(0.00	)

Assets and liabilities retained relating to discontinued operations

Assets and liabilities retained relating to discontinued operations (Mamaki of Hawaii, Inc.) consisted of the following at December 31, 2014;

	12/31/2014
Current assets relating to discontinued operations:
Cash	$	5,153
Accounts receivable		780
Prepaid expenses and deposits		32,700
Property, plant and equipment, net		1,719,009
Total assets related to discontinued operations	$	1,757,643
Current liabilities relating to discontinued operations:
Bank overdrafts	$	4,896
Notes payable		1,245,211
Accounts payable		35,582
Accrued interest payable		36,450
Accrued expenses		538,380
Total liabilities related to discontinued operations	$	1,860,518

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Nature of Operations Textuals (Details) - USD ($)	Dec. 31, 2015	Aug. 31, 2012	May. 31, 2012	Oct. 31, 2011	Sep. 30, 2010
Nature of Operations textuals
UMED has acquired acres of placer mining claims on Bureau of Land Management land in Mohave County, Arizona.					$ 1,440
UMED acquired a % of interest in Jet Regulators, LP, an aircraft maintenance company located at Meacham Field in Fort Worth, Texas.				49.00%
Percentage of Shares acquired of Mamaki Tea & Extract of Hawaii, Inc. (nka Mamaki of Hawaii, Inc.)			80.00%
Company acquired % of Greenway Innovative Energy, Inc.,		100.00%
Company acquired the remaining 20% shares of restricted common stock of Rig Support Group, Inc., (nka Logistix Technology Systems, Inc.	$ 500,000
Cash paid for acquisition of Mamaki Tea & Extract of Hawaii, Inc.	$ 127,800

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Basis of presentation (Details)	Dec. 31, 2015
Name of the Entity
UMED Holdings, Inc.	100.00%
Mamaki of Hawaii, Inc.	100.00%
Universal Media Corporation	100.00%
Greenway Innovative Energy, Inc.	100.00%
Logistix Technology Systems, Inc.	100.00%

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Going Concern Uncertainties (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Going Concern Uncertainties
Companied sustained loss amounted	$ 4,000,000
Company incurred deficit of	$ 12,500,000
Incurred a net loss		$ 1,699,129

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Property and Equipment-Estimated life (Details)	Dec. 31, 2015
Property and Equipment-Estimated life in years
Equipment estimated life minimum	5
Equipment estimated life maximum	7

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Discontinued Operations (Details)	Nov. 02, 2015 USD ($)
Discontinued Operations {1}
HBI acquired common stock of Mamaki in percentage	100.00%
HBI acquired common stock of Mamaki	$ 700,000
UMED debts	84,275
HBI was to pay	250,000
HBI was to pay in three installments	150,000
Company has not received any payment	$ 454,600

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Mine Properties (Details)	Dec. 31, 2015	Dec. 31, 2010 USD ($) shares
Mine Properties {1}
Mining claims in acres	1,440
Mining claims acquired in exchange for shares of common stock | shares		5,066,000
Nominal value of common stock | $		$ 100,000

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Net Loss Per Share, basic and diluted (Details)	Dec. 31, 2015 shares
Net Loss Per Share, basic and diluted-Details
Exercise of warrants has been excluded as a common stock equivalent in the diluted loss per share	(5,112,953)

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Research and Development (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Research and Development Details
Company incurred research and development expenses	$ 766,726	$ 218,000

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CONTRACT RECEIVABLE (Details) - USD ($)	Dec. 31, 2015	Nov. 30, 2015
CONTRACT RECEIVABLE Details
HBI acquired common stock of Mamaki in percentage		100.00%
HBI acquired common stock of Mamaki		$ 700,000
UMED debts		84,275
HBI was to pay		250,000
HBI paid at closing towards the first installment		(245,400)
HBI resulting in a receivable		$ 454,600
Company has not received any payment	$ 454,600

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Property, Plant and Equipment values (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment values
Equipment with Range of Lives in 5 Years	$ 2,032	$ 13,220
Logistix software with Range of Lives in 5 Years	0	73,500
Furniture and fixtures with Range of Lives in 5 Years	1,983	1,983
Total value of the assets	4,015	88,703
Less accumulate depreciation	(3,271)	(14,061)
Net value of assets,	744	74,642
Depreciation expense for the year ended	$ 396	$ 297

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Depreciated Assets (Details)	12 Months Ended
	Dec. 31, 2015 USD ($)
Depreciated Assets
Company wrote-off depreciated assets	$ 11,188

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Investments consisted of the following (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Investments consisted of the following
Investments made in JetTech LLC	$ 0	$ 0
Total Investments	$ 0	$ 0

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Investments Parentheticals (Details)	Dec. 31, 2015
Investments Parentheticals
Company acquired interest in JetTech LLC an aerospace maintenance operation	49.00%

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Convertible promissory note issues (Details) - USD ($)	Dec. 31, 2015	Sep. 18, 2014
Convertible promissory note issues
Company issued a convertible promissory note to an accredited investor		$ 158,000
Convertible promissory note bears interest at a rate per annum		10.00%
Monthly instalments payable on note		$ 31,600
Note converted into common stock at conversion price equal to average of 3 lowest volume weighted average trading prices during 20 day		70.00%
The discount related to the beneficial conversion feature on the note valued at an amount based on intrinsic value		$ 158,000
Discount related to beneficial conversion feature is amortized over the term of (10 months)		$ 78,463
Warrants - having a fair value of	$ 107,212
Debt discount of warrants	79,537
Net debt issue costs	144,000
Original issue discount costs	$ 158,000
Expected dividends	0.00%
Expected volatility	189.00%
Expected term: conversion feature(years)	3.75
Risk free interest rate	1.75%

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Convertible promissory note debt issue costs as follows (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Convertible promissory note debt issue costs as follows
Convertible promissory note debt issue costs paid in cash equal to a percentage	10.40%
Convertible promissory note debt issue costs paid in cash	$ 16,500
Amortization of debt issue costs for the period	55,427
Company recorded original issue discounts for the year	158,000
Disbursement of note to the company	144,000
Company amortized original issue discount related to the convertible note	14,000
Original issue discount was amortized	5,900	$ 8,100
Company recognized interest expense	$ 51,001

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Accrued expenses consisted of the following (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Accrued expenses consisted of the following
Accrued consulting fees	$ 229,000	$ 144,500
Bank overdraft	763	0
Accrued interest expense	0	9,091
Total accrued expenses	$ 229,763	$ 153,591

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Class A Common Stock transactions (Details) - USD ($)	3 Months Ended							12 Months Ended
	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015
Class A Common Stock transactions
Authorized shares of class A common stock								300,000,000
Par value per share of class A common stock								$ 0.0001
Shares of class A common stock issued and outstanding.								183,882,132
Company issued shares of restricted class A common stock to eighteen individuals through private placements	5,921,992	4,150,732	842,377
Value of shares of restricted class A common stock issued to eighteen individuals through private placements	$ 450,910	$ 508,500	$ 122,950
Per share value of restricted class A common stock issued to eighteen individuals through private placements	$ 0.076	$ 0.1225	$ 0.146
Company issued shares of class A stock for class B shares	9,179,340						600,000
Number of Class B shares changed	611,956						60,000
Company issued shares of restricted class A common stock for consulting services	1,600,000	200,000		225,000	3,770,182	1,645,000	634,652
Value of shares of restricted class A common stock issued for consulting services	$ 2,445,000	$ 34,000		$ 48,375	$ 583,727	$ 385,050	$ 78,500
Per share value of shares of restricted class A common stock issued for consulting services	$ 0.153	$ 0.17		$ 0.215	$ 0.18	$ 0.234	$ 0.124
Company issued shares of restricted class A common stock for legal and management services	1,235,110						500,000
Value of shares of restricted class A common stock issued for legal and management services	$ 140,713						$ 75,000
Per share value of shares of restricted class A common stock issued for legal and management services	$ 0.114						$ 0.15
Company issued shares of restricted class A common stock for conversion of advances from shareholders		1,726,080	91,666	1,633,142	1,118,000	2,216,233	1,736,540
Value of shares of restricted class A common stock issued for conversion of advances from shareholders		$ 293,434	$ 21,083	$ 351,126	$ 335,400	$ 613,762	$ 185,677
Per share value of shares of restricted class A common stock issued for conversion of advances from shareholders		$ 0.17	$ 0.23	$ 0.215	$ 0.30	$ 0.277	$ 0.107
Company issued a total of shares of restricted class A common stock to its former CEO, its President and Chief Financial Officer per their employment agreements		13,125,000
Per share value of shares of restricted class A common stock issued to its former CEO, its President and Chief Financial Officer per their employment agreements		$ 0.15
Company issued shares of restricted class A common stock to its former CEO as set out in his separation agreement		250,000
Per share value of shares of restricted class A common stock issued to its former CEO as set out in his separation agreement		$ 0.138
Company issued shares of restricted class A common stock to six investors for cash consideration				1,000,000
Value of shares of restricted class A common stock issued to six investors for cash consideration				$ 127,500
Company sold shares of restricted class A common stock for subscription agreements					550,000	490,888	269,230
Value of shares of restricted class A common stock issued for subscription agreements					$ 67,000	$ 107,000	$ 35,000
Per share value of shares of restricted class A common stock issued for subscription agreements					$ 0.122	$ 0.218	$ 0.13

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Class B Stock (Details)	Dec. 31, 2015 shares
Class B Stock
Shares of class B stock issued and outstanding	15,126,938
Company issued shares of class A stock for class B shares on terms set by the Company's predecessor, Dynalyst Manufacturing Corporation.	9,179,340
Class B shares exchanged as per the terms	611,956

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Stock options, warrants and other rights (Details)	Dec. 31, 2015	Oct. 01, 2015 shares
Stock options, warrants and other rights
Company issued warrants for legal work		4,000,000
The warrants are exercisable per share for a period of five years from the date of issue		0.20
Black-Scholes Model Assumptions
Expected dividend rate	0.00%
Expected volatility rate	189.00%
Expected conversion term of years	4.75
Risk free interest rate	1.75%

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Related Party (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Related Party
Shareholders made advances	$ 383,878	$ 715,070
Shareholders converted advances into common stock at market value	$ 314,517	$ 1,527,179
Shareholders converted advances into common stock at market value per share	$ 0.173	$ 0.228
Received repayments	$ 79,058	$ 0

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Related Party Transactions (Details) - USD ($)	Jul. 31, 2015	May. 31, 2015	Apr. 30, 2015
Related Party Transactions
Deferred compensation amount			$ 518,300
Company issued shares of restricted common stock to its former CEO, its President and CFO	9,179,340	13,125,000
Company issued shares of restricted common stock to its former CEO, its President and CFO par value		$ 0.12
Company issued shares of restricted common stock to its former CEO, its President and CFO for conversion shares of preferred stock rate of fifteen shares	611,956

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The provision for income taxes for continuing operations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
The provision for income taxes for continuing operations
Current	$ 0	$ 0
Deferred	0	0
Total tax provision for (benefit from) income taxes	$ 0	$ 0

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Comparison of Provision for income tax expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Comparison of Provision for income tax expense
Federal statutory rate	(34.00%)	(34.00%)
State tax, net of federal benefit	(0.0)	(0.0)
Permanent differences and other including surtax exemption	0.0	0.0
Valuation allowance	$ 34.0	$ 34.0
Effective tax rate	0.00%	0.00%

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The net deferred tax assets and liabilities (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Deferred tax assets
Net operating loss carry forwards	$ 4,028,702	$ 4,384,475
Deferred compensation	2,409,213	1,966,523
Stock based compensation	4,898,968	1,887,431
Other	1,121,248	191,000
Total	12,458,131	8,429,429
Less valuation allowance	(12,458,131)	$ (8,429,429)
Deferred tax asset	0
Deferred tax liabilities
Depreciation and amortization	0
Net long-term deferred tax asset	$ 0

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Valuation Allowance and Net Operating Losses Carry Forward (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Valuation Allowance and Net Operating Losses Carry Forward
Change in the valuation allowance	$ 4,028,702	$ 4,384,475
Company has recorded a 100% valuation allowance related to the deferred tax asset for the loss from operations amount	12,458,131	8,429,429
Net operating losses carry forward for federal and state income tax purposes	$ 4,900,000	$ 3,500,000

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Discontinued Operations Textual(Details)	Nov. 02, 2015 USD ($)
Discontinued Operations Textual
HBI acquired common stock of Mamaki in percentage	100.00%
HBI acquired common stock of Mamaki	$ 700,000
UMED debts	84,275
HBI paid towards the first installment	245,500
HBI was due	250,000
HBI was to pay in three installments	$ 150,000

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Calculation of the gain from the sale of Mamaki (Details)	Dec. 31, 2015 USD ($)
Calculation of the gain from the sale of Mamaki Details
Mamaki of Hawaii historical operations	$ 2,008,794
Contract receivable from Hawaiian Beverages	700,000
UMED note payable assumed by Hawaiian Beverages	64,697
Write off Mamaki of Hawaii Intercompany receivable	(777,255)
Write off UMED investment in Mamaki of Hawaii stock	(778,430)
Write off contract receivable	(454,600)
Gain from discontinued operations for 2015	$ 763,206

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Condensed Statements Of Discontinued Operations (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Condensed Statements Of Discontinued Operations
Discontinued Operations Sales	$ 47,275	$ 24,581
Discontinued Operations Cost of sales	8,407	54,696
Discontinued Operations Gross profit	38,868	(30,115)
Discontinued Operations Operating Expenses:
Discontinued Operations General and administrative expenses	395,824	415,009
Discontinued Operations Depreciation	89,218	118,954
Discontinued Operations Total Operating Expenses	485,042	533,963
Discontinued Operations Operating Loss	(446,174)	(564,078)
Discontinued Operations Other Income (Expense)
Discontinued Operations Interest expense	(115,238)	(150,756)
Loss from discontinued operations.	$ (561,412)	$ (714,834)
Discontinued Operations Loss per share	$ 0.00	$ 0.00

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Assets And Liabilities Relating To Discontinued Operations (Details)	Dec. 31, 2015 USD ($)
Current assets relating to discontinued operations:
Discontinued Operations Cash	$ 5,153
Discontinued Operations Accounts receivable	780
Discontinued Operations Prepaid expenses and deposits	32,700
Discontinued Operations Property, plant and equipment, net	1,719,009
Discontinued Operations Total assets related to discontinued operations	1,757,643
Current liabilities relating to discontinued operations:
Discontinued Operations Bank overdrafts	4,896
Discontinued Operations Notes payable	1,245,211
Discontinued Operations Accounts payable	35,582
Discontinued Operations Accrued interest payable	36,450
Discontinued Operations Accrued expenses	538,380
Total liabilities related to discontinued operations	$ 1,860,518

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Commitments Consists of the following (Details) - USD ($)	Apr. 08, 2015	May. 31, 2011
Commitments Consists of the following
Compensation payable during the first year		$ 180,000
Compensation payable during the second year		240,000
Compensation payable during the third year		300,000
Compensation payable during the fourth and fifth years		$ 350,000
Shares of restricted common stock annually for each year of the employment agreement		1,250,000
Company's chief executive officer resigned and relinquished his claim to receive compensation	$ 518,300

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Commitments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Commitment details
Reduced office lease space from 3,500 to	$ 1,800
Current lease amount per month	3,200
Rent expenses accrued during the period	55,836	$ 76,800
Company accured total management fee	$ 405,000	$ 360,000

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SUBSEQUENT TRANSACTIONS (DETAILS)	3 Months Ended
	Mar. 24, 2015 USD ($) $ / shares shares
SUBSEQUENT TRANSACTIONS
Company issued shares of restricted class A common stock | shares	3,500,002
Company issued shares of restricted class A common stock for cash | $	$ 245,000
Company issued shares of restricted class A common stock services rendered | shares	400,000
shares were valued | $	$ 36,000
shares were valued at per share | $ / shares	$ 0.09
Company issued shares of restricted class A common stock for conversion | $	$ 664,285
Company issued shares of restricted class A common stock for conversion of advances from shareholder | shares	53,145