Validian (VLDI) 10-Q 14 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 08, 2019
Details
Registrant CIK	0001100644
Fiscal Year End	--12-31
Registrant Name	Validian Corp
SEC Form	10-Q
Period End date	Sep. 30, 2019
Trading Symbol	VLDI
Trading Exchange	NONE
Tax Identification Number (TIN)	58-2541997
Number of common stock shares outstanding		688,287,060
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Shell Company	false
Small Business	true
Emerging Growth Company	false
Entity File Number	000-28423
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	6 Gurdwara Rd., Suite 205
Entity Address, City or Town	Ottawa
Entity Address, State or Province	ON
Entity Address, Postal Zip Code	K2E 8A3
City Area Code	613
Local Phone Number	230-7211
Title of 12(g) Security	Common Stock, $0.001 par value
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Document Quarterly Report	true
Document Transition Report	false

Validian Corporation and Subsid

Validian Corporation and Subsidiaries Consolidated Condensed Balance Sheets - USD ($)		Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash		$ 1,509	$ 0
Value added taxes recoverable		12,776	1,828
Total Current assets		14,285	1,828
Total assets		14,285	1,828
Current liabilities:
Bank indebtedness		0	171
Accounts payable and accrued liabilities (note 7)	[1]	3,071,888	3,174,605
Accrued interest on 10% senior convertible notes payable to related parties (note 6)	[2]	4,001	4,001
Deferred revenue		320,000	320,000
Promissory notes payable (notes 2)	[3]	829,027	258,750
10% Senior convertible notes	[4]	1,164,783	1,148,974
Total current liabilities		5,389,699	4,906,501
Total liabilities		5,389,699	4,906,501
Series A Convertible Preferred stock value	[5]	2	2
Series B Convertible Preferred Stock, Value	[5]	4	4
Series C Convertible Preferred Stock, Value	[5]	3	3
Common stock, ($0.001 par value. Authorized 700,000,000 shares; issued and outstanding 688,287,060 shares at September 30, 2019 and December 31, 2018)	[5]	688,287	688,287
Additional paid in capital		49,804,993	49,729,993
Accumulated deficit		(55,818,965)	(55,273,224)
Treasury stock (7,000 shares at June 30, 2019 and December 31, 2018, at cost)	[5]	(49,738)	(49,738)
Total stockholders' deficit		(5,375,414)	(4,904,673)
Total liabilities and stockholders' deficit		$ 14,285	$ 1,828
[1]	Note 7
[2]	Note 6
[3]	Note 2
[4]	Notes 3, 7
[5]	Note 4

Validian Corporation and Subs_2

Validian Corporation and Subsidiaries Consolidated Condensed Balance Sheets - Parenthetical - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Details
Preferred stock series A, par value	$ 0.001	$ 0.001
Preferred stock series A, stated value	$ 1,000	$ 1,000
Preferred stock series A, authorized	10,000	10,000
Preferred stock series A, issued	2,230	2,230
Series A Convertible Preferred Stock, outstanding	2,230	2,230
Series B Convertible Preferred Stock, Par Value	$ 0.001	$ 0.001
Series B Convertible Preferred Stock, Stated Value	$ 1,000	$ 1,000
Series B Convertible Preferred Stock, Authorized	5,000	5,000
Series B Convertible Preferred Stock, issued	3,900	3,900
Series B Convertible Preferred Stock, outstanding	3,900	3,900
Series C Convertible Preferred Stock, par value	$ 0.001	$ 0.001
Series C Convertible Preferred Stock, stated value	$ 1,000	$ 1,000
Series C Convertible Preferred Stock, authorized	5,000	5,000
Series C Convertible Preferred Stock, issued	3,559	3,559
Series C Convertible Preferred Stock, outstanding	3,559	3,559
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	700,000,000	700,000,000
Common Stock, Shares, Issued	688,287,060	688,287,060
Common Stock, Shares, Outstanding	688,287,060	688,287,060
Treasury Stock, Shares	7,000	7,000

Validian Corporation and Subs_3

Validian Corporation and Subsidiaries Consolidated Condensed Statements of Operations - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Expenses:
Selling, general and administrative		$ 42,314	$ 43,484	$ 143,377	$ 184,464
Research and development		100,993	15,994	188,162	38,083
Total expenses		143,307	59,478	331,539	222,547
Loss from operations		(143,307)	(59,478)	(331,539)	(222,547)
Other income (expenses):
Interest and financing costs (notes 2 and 3)	[1]	(72,163)	(35,926)	(158,989)	(308,093)
Foreign exchange gain (loss)		16,321	(30,769)	(55,213)	71,577
Total other income (expenses)		(55,842)	(66,695)	(214,202)	(236,516)
Net loss		$ (199,149)	$ (126,173)	$ (545,741)	$ (459,063)
Loss per common share - basic and diluted (note 6)	[2]	$ 0	$ 0	$ 0	$ 0
Weighted average number of common shares outstanding during period		686,787,060	686,787,060	686,787,060	655,184,164
[1]	Notes 2 and 3
[2]	Note 5

Validian Corporation and Subs_4

Validian Corporation and Subsidiaries Consolidated Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock	Preferred Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Total	Series B Preferred Stock	Series C Preferred Stock
Balances at Dec. 31, 2017	$ 600,520	$ 2	$ 49,567,976	$ (54,759,828)	$ (49,738)	$ (4,641,061)	$ 4	$ 3
Share balance at Dec. 31, 2017	600,520,343	2,230					3,900	3,409
Stock issued convertible promissory notes and interest, value	$ 87,767	$ 0	162,017	0	0	249,784	$ 0	$ 0
Stock issued convertible promissory notes and interest, value	87,766,717
Net loss	$ 0	$ 0	0	(459,063)	0	(459,063)	$ 0	$ 0
Share balance at Sep. 30, 2018	688,287,060	2,230					3,900	3,409
Balances at Sep. 30, 2018	$ 688,287	$ 2	49,729,993	(55,218,891)	(49,738)	(4,850,340)	$ 4	$ 3
Balances at Jun. 30, 2018	$ 688,287	$ 2	49,729,993	(55,092,718)	(49,738)	(4,724,167)	$ 4	$ 3
Share balance at Jun. 30, 2018	688,287,060	2,230					3,900	3,409
Net loss	$ 0	$ 0	0	(126,173)	0	(126,173)	$ 0	$ 0
Share balance at Sep. 30, 2018	688,287,060	2,230					3,900	3,409
Balances at Sep. 30, 2018	$ 688,287	$ 2	49,729,993	(55,218,891)	(49,738)	(4,850,340)	$ 4	$ 3
Balances at Dec. 31, 2018	$ 688,287	$ 2	49,729,993	(55,273,224)	(49,738)	(4,904,673)	$ 4	$ 3
Share balance at Dec. 31, 2018	688,287,060	2,230					3,900	3,409
Stock issued convertible promissory notes, value	$ 0	$ 0	75,000	0	0	$ 75,000	$ 0	$ 0
Stock issued convertible promissory notes, stock						150		150
Net loss	$ 0	$ 0		(545,741)	0	$ (545,741)	$ 0	$ 0
Share balance at Sep. 30, 2019	688,287,060	2,230					3,900	3,559
Balances at Sep. 30, 2019	$ 688,287	$ 2	49,804,993	(55,818,965)	(49,738)	(5,375,414)	$ 4	$ 3
Balances at Jun. 30, 2019	$ 688,287	$ 2	49,729,993	(55,619,816)	(49,738)	(5,251,265)	$ 4	$ 3
Share balance at Jun. 30, 2019	688,287,060	2,230					3,900	3,409
Stock issued convertible promissory notes, value	$ 0	$ 0	75,000	0	0	75,000	$ 0	$ 0
Stock issued convertible promissory notes, stock								150
Net loss	$ 0	$ 0	0	(199,149)	0	(199,149)	$ 0	$ 0
Share balance at Sep. 30, 2019	688,287,060	2,230					3,900	3,559
Balances at Sep. 30, 2019	$ 688,287	$ 2	$ 49,804,993	$ (55,818,965)	$ (49,738)	$ (5,375,414)	$ 4	$ 3

Validian Corporation and Subs_5

Validian Corporation and Subsidiaries Consolidated Condensed Statements of Cash Flow (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net loss	$ (545,741)	$ (459,063)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	0	22,910
Non-cash interest and financing expense	15,809	191,397
Increase (decrease) in cash resulting from changes in:
Value added taxes recoverable	(10,948)	1,240
Prepaid expenses	0	3,064
Accounts payable and accrued liabilities	(102,717)	76,614
Net cash used in operating activities	(643,597)	(163,838)
Cash flows from investing activities:
Net cash used in investing activities	0	0
Cash flows from financing activities:
Bank indebtedness	(171)	(103)
Issuance of promissory notes	630,735	188,500
Issuance of 10% senior convertible notes	75,000	0
Repayment of 10% senior convertible notes	0	(20,000)
Repayment of promissory notes	(60,458)	(4,500)
Net cash provided by financing activities	645,106	163,897
Net increase (decrease) in cash	1,509	59
Cash, Beginning of period	0	0
Cash, End of period	$ 1,509	$ 59

Nature of Operations

Nature of Operations	9 Months Ended
	Sep. 30, 2019
Notes
Nature of Operations	Validian Corporation (the “Company”) was incorporated in the State of Nevada on April 12, 1989 as CCC Funding Corp. The Company underwent several name changes before being renamed to Validian Corporation on January 28, 2003. Since August 3, 1999, the efforts of the Company have been devoted primarily to the development of a high speed, highly secure method of transacting business using the Internet, and to the sale and marketing of the Company’s products.

1. Basis of Presentation and si

1. Basis of Presentation and significant accounting policies	9 Months Ended
	Sep. 30, 2019
Notes
1. Basis of Presentation and significant accounting policies	1. Basis of presentation and significant accounting policies The accompanying consolidated financial statements include the accounts of Validian Corporation and its wholly owned subsidiaries (collectively, the "Company") after elimination of all significant intercompany balances and transactions. The financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America which require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While management has based its assumptions and estimates on the facts and circumstances currently known, final amounts may differ from such estimates. The accompanying unaudited financial information as of and for the three and nine months ended September 30, 2019 and 2018 has been prepared in accordance with GAAP in the U.S. for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the financial statements include all adjustments (consisting only of normal recurring entries) necessary for a fair presentation of the financial position and results of operations of the Company for the periods presented. The results of operations for the nine months ended September 30, 2019 are not necessarily indicative of the operating results for the full fiscal year ending December 31, 2019. These unaudited interim financial statements have been prepared following accounting principles consistent with those used in the annual audited financial statements and should be read in conjunction with the annual audited financial statements for the year ended December 31, 2018 filed with the SEC on April 9, 2019. The consolidated condensed balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements. Fair value measurements The carrying value of cash, amounts receivable, accounts payable and accrued liabilities approximates fair value due to the short term to maturity of these instruments. The carrying value of the 10% senior convertible notes, and the promissory notes approximate fair value, due to the issuance of certain of these debt instruments during the nine months prior and/or subsequent to the period ended September 30, 2019, under conditions substantially identical to those existing at September 30, 2019. Going concern The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no revenues, has negative working capital of $5,375,414, and stockholders’ deficit of $5,375,414 as at September 30, 2019, and has incurred a loss of $545,741 and negative cash flow from operations of $643,597 for the nine months then ended. Furthermore, the Company failed to settle certain 10% senior convertible notes and promissory notes plus accrued interest when they matured on various dates between October 2008 and December 2018. As a result of these non-payment defaults, all of the 10% senior convertible notes, as well as the promissory notes were in default at September 30, 2019, in accordance with the default provisions of the respective notes, and consequently are due and payable on demand. In addition, the Company expects to continue to incur operating losses for the foreseeable future, and has no lines of credit or other financing facilities in place. The Company expects to incur operating expenses of approximately $1,472,000 for the year ending December 31, 2019, subject to the availability of adequate funding. In the event the Company cannot raise the additional funds necessary to finance its research and development and sales and marketing activities, it may have to cease operations. All of the factors above raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from issuance of these financial statements. Management’s plan to address these issues includes raising capital through the private placement of equity, the exercise of previously-issued equity instruments and through the issuance of additional promissory notes. The Company’s ability to continue as a going concern is subject to management’s ability to successfully implement these plans. Failure to do so could have a material adverse effect on the Company’s position and or results of operations and could also result in the Company ceasing operations. The consolidated financial statements do not include adjustments that would be required if the assets are not realized and the liabilities settled in the normal course of operations. Even if successful in obtaining financing in the near term, the Company cannot be certain that cash generated from its future operations will be sufficient to satisfy its liquidity requirements in the longer term, and it may need to continue to raise capital by issuing additional equity or by obtaining credit facilities. The Company’s future capital requirements will depend on many factors, including, but not limited to, the market acceptance of its products and the level of its promotional activities and advertising required to generate product sales. No assurance can be given that any such additional funding will be available or that, if available, it can be obtained on terms favorable to the Company. Principles of consolidation These consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America and include the accounts of Validian Corporation and its wholly-owned subsidiaries, Sochrys Technologies Inc. and Evolusys S.A. All intercompany balances and transactions have been eliminated. Use of estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates. Significant management estimates include assumptions used in estimating the fair value of convertible notes issued with common stock. Cash and cash equivalents: Cash and cash equivalents include liquid investments with original maturity dates of three months or less. Prepaid expenses Prepaid consulting fees related to services to be rendered within twelve months from the balance sheet date are included in prepaid expenses. These costs are charged to expenses as the services are rendered. If for any reason circumstances arise which would indicate that the services will not be performed in the future, any remaining balance included in prepaid expenses will be charged to expense immediately. Income taxes Deferred income taxes are determined using the asset and liability method, whereby deferred income tax is recognized based on temporary differences using enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Temporary differences between the carrying values of assets or liabilities used for tax purposes and those used for financial reporting purposes arise in one period and reverse in one or more subsequent periods. In assessing the realizability of deferred tax assets, management considers known and anticipated factors impacting whether some portion or all of the deferred tax assets will not be realized. To the extent that the realization of deferred tax assets is not considered to be more likely than not, a valuation allowance is provided. Revenue recognition We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board's (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five steps be followed in evaluating revenue recognition: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. We did not have a cumulative impact as of January 1, 2018 due to the adoption of Topic 606 and there was not an impact to our consolidated statements of operations for the nine months ended September 30, 2019 and 2018 as a result of applying Topic 606. Revenues that have been prepaid but for which all elements have not been delivered, are reflected as deferred revenue on the consolidated balance sheet. Research and development Costs related to research, design and development of software products are charged to research and development expenses as incurred unless they meet the generally accepted criteria for deferral and amortization. Software development costs incurred prior to the establishment of technological feasibility do not meet these criteria and are expensed as incurred. To date the Company has not capitalized any software development costs. Advertising expense Advertising costs are expensed upon the start of the scheduled advertising. Foreign currency translation The functional currency for the financial statements of the Company is the United States dollar. Exchange gains or losses are realized due to differences in the exchange rate at the transaction date versus the rate in effect at the settlement or balance sheet date. Exchange gains and losses are recorded in the statement of operations. Currently, most of the Company’s activities are located in Canada. Stock-based compensation The Company accounts for stock-based compensation in accordance with the provisions of ASC Topic 718 “Compensation – stock compensation” (ASC Topic 718). ASC Topic 718 requires all share-based payments, including stock options granted by the Company to its employees, to be recognized as expenses, based on the fair value of the share-based payments at the date of grant. For purposes of estimating the grant date fair value of stock-based compensation, the Company uses the Black Scholes option-pricing model and has elected to treat awards with graded vesting as a single award. The fair value of awards granted is recognized as compensation expense on a straight-line basis over the requisite service period, which in the Company’s circumstances is the stated vesting period of the award. In adopting ASC Topic 718, the Company applied the modified-prospective transition method. Under this method, the Company has recognized compensation costs for all share-based payments granted, modified, or settled after January 1, 2006, as well as for any awards that were granted prior to January 1, 2006 for which the requisite service had not been provided as of that date (unvested awards). Recent accounting pronouncements Management does not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

2. Promissory Notes Payable

2. Promissory Notes Payable	9 Months Ended
	Sep. 30, 2019
Notes
2. Promissory Notes Payable	2. Promissory notes payable The following table sets forth the financial statement presentation of the promissory note proceeds on issuance, and the changes in the financial statement presentation of the balance allocated to the notes as at and for the periods ended September 30, 2019 and December 31, 2018: Nine months ended September 30, 2019 Year ended December 31, 2018 (unaudited) Balance beginning of period $ 258,750 $ 65,750 Net proceeds on issuance 630,735 197,500 Principal repaid (60,458) (4,500) Balance end of period $ 829,027 $ 258,750 During the nine months ended September 30, 2019, the Company repaid $60,458 of the promissory notes. The notes outstanding at September 30, 2019 bear interest at the rate of 12% per annum and are due on demand. During the nine months ended September 30, 2019 the Company entered into various new promissory notes, which bear interest at 12% and are due on demand. Included in interest and financing costs for the three and nine months ended September 30, 2019 is $24,866 (2018: $6,858) and $54,716 (2018: $14,163), respectively, of interest on the promissory notes. Interest on the promissory notes paid in cash during the three and nine months ended September 30, 2019 is $3,400 (2018: $182) and $3,400 (2018: $141), respectively.

3. 10% Senior Convertible Notes

3. 10% Senior Convertible Notes	9 Months Ended
	Sep. 30, 2019
Notes
3. 10% Senior Convertible Notes	3. 10% Senior convertible notes The following table sets forth the financial statement presentation of the note proceeds on issuance, and the changes in financial statement presentation of the balance allocated to the 10% senior convertible notes for the periods ended September 30, 2019 and December 31, 2018: Nine months ended September 30, 2019 Year ended December 31, 2018 (unaudited) Balance beginning of period $ 1,148,974 $ 1,168,974 Note proceeds on issuance 75,000 -- Payments made -- (20,000) Note balance remaining 1,223,974 1,148,974 Discount related to preferred stock issued to note holders (75,000) -- Discount amortization recorded as a charge to interest and financing costs 15,809 -- (59,191) -- Balance end of period $ 1,164,783 $ 1,148,974 During the period, the Company entered into new convertible debentures with the following attributes: Date issued Maturity date Note Principal Number of preferred Ser C shares given as consideration Total par value at $0.001per share Total stated value at $1,000 per share Number of common shares at conversion price of $0.03 Close price on date of transaction per OTC Total FV Discount (capped at face value of note) Sep 3, 2019 Dec 31, 2019 $50,000 100 $0.10 $100,000 3,333,333 $0.0170 $56,667 $50,000 Sep 10, 2019 Dec 31, 2019 $25,000 50 $0.05 $50,000 1,666,667 $0.0213 $35,500 $25,000 $92,167 $75,000 Discount on this debt is to be amortized over the life of the notes. Holders are permitted, at any time, to convert all or a portion of the outstanding principal plus accrued interest into common stock of the company, at a rate ranging from one common share for each $0.03 of debt converted, to one common share for each $0.10 of debt converted. Interest on the notes is accrued until the notes are either repaid by the Company or converted by the holder. At the Company’s option, interest may be paid either in cash or in common shares of the Company. If interest is paid in common shares, the number of shares required for settlement will be calculated at the rate of conversion in effect for the conversion of the note principal. The Company failed to settle certain of its 10% senior convertible notes plus accrued interest thereon when they matured on various dates between October 1, 2008 and December 31, 2018. At September 30, 2019, a significant portion of these notes remained in default for non-payment. As a result of these non-payment defaults, all, except for those issued in the period, of the 10% senior convertible notes are in default at September 30, 2019, in accordance with the default provisions of the notes, and consequently are payable on demand. Interest is accrued at the default rate (10%) on all notes outstanding past the maturity date.

4. Stockholders' Deficit

4. Stockholders' Deficit	9 Months Ended
	Sep. 30, 2019
Notes
4. Stockholders' Deficit	4. Stockholders’ deficit (a) Common stock transactions During the nine months ended September 30, 2019, holders of the convertible promissory notes did not exercise the conversion feature of the notes. (b) Preferred stock transactions: During the nine months ended September 30, 2019, in connection with the issuance of the Company’s 10% senior convertible notes, the Company issued 150 shares of its Series C Convertible Preferred Stock.

5. Loss Per Share

5. Loss Per Share	9 Months Ended
	Sep. 30, 2019
Notes
5. Loss Per Share	5. Loss per share As the Company incurred a net loss during the nine months ended September 30, 2019, and during the three months ended September 30, 2019, the loss and diluted loss per common share are based on the weighted-average common shares outstanding during the period. The following outstanding instruments could have a dilutive effect in the future: September 30, 2019 September 30, 2018 (unaudited) (unaudited) Shares issuable on conversion of 10% senior convertible notes 29,086,800 26,586,767 Common shares issuable on conversion of the Series A convertible preferred stock 22,300,000 22,300,000 Common shares issuable on conversion of the Series B convertible preferred stock 130,000,000 130,000,000 Common shares issuable on conversion of the Series C convertible preferred stock 118,633,333 113,633,333 Stock options 7,500,000 7,500,000 Total 307,520,133 300,020,100

6. Related Party Transactions

6. Related Party Transactions	9 Months Ended
	Sep. 30, 2019
Notes
6. Related Party Transactions:	6. Related party transactions $4,001 (2018: $4,001) in accrued interest charges relating to the 10% senior convertible notes and 12% promissory notes previously issued to a director and a company controlled by a director is outstanding at September 30, 2019.

7. Supplementary Cash Flow Info

7. Supplementary Cash Flow Information	9 Months Ended
	Sep. 30, 2019
Notes
7. Supplementary Cash Flow Information	7. Supplementary cash flow information The Company paid no income taxes during the nine months ended September 30, 2019, nor during the nine months ended September 30, 2018. Interest paid in cash during the nine months ended September 30, 2019 was $3,400 (2018: $141). Non-cash financing activities are excluded from the consolidated statements of cash flows. The following is a summary of such activities for the nine months ended September 30, 2019 and 2018: 2019 2018 Issuance of the Company’s common stock on conversion of convertible promissory notes plus accrued interest thereon -- $ 249,784 Total -- $ 249,784

8. Subsequent Events

8. Subsequent Events	9 Months Ended
	Sep. 30, 2019
Notes
8. Subsequent Events:	8. Subsequent events On October 21, 2019, the Company issued $15,000 of its 10% senior convertible notes plus a stock grant of 30 Series C Preferred Shares for cash. This note has a maturity date of March 31, 2020.

1. Basis of Presentation and _2

1. Basis of Presentation and significant accounting policies: Principles of Consolidation (Policies)	9 Months Ended
	Sep. 30, 2019
Policies
Principles of Consolidation:	Principles of consolidation These consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America and include the accounts of Validian Corporation and its wholly-owned subsidiaries, Sochrys Technologies Inc. and Evolusys S.A. All intercompany balances and transactions have been eliminated.

1. Basis of Presentation and _3

1. Basis of Presentation and significant accounting policies: Use of Estimates (Policies)	9 Months Ended
	Sep. 30, 2019
Policies
Use of Estimates:	Use of estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates. Significant management estimates include assumptions used in estimating the fair value of convertible notes issued with common stock.

1. Basis of Presentation and _4

1. Basis of Presentation and significant accounting policies: Cash and Cash Equivalents (Policies)	9 Months Ended
	Sep. 30, 2019
Policies
Cash and Cash Equivalents:	Cash and cash equivalents: Cash and cash equivalents include liquid investments with original maturity dates of three months or less.

1. Basis of Presentation and _5

1. Basis of Presentation and significant accounting policies: Prepaid Expenses (Policies)	9 Months Ended
	Sep. 30, 2019
Policies
Prepaid Expenses:	Prepaid expenses Prepaid consulting fees related to services to be rendered within twelve months from the balance sheet date are included in prepaid expenses. These costs are charged to expenses as the services are rendered. If for any reason circumstances arise which would indicate that the services will not be performed in the future, any remaining balance included in prepaid expenses will be charged to expense immediately.

1. Basis of Presentation and _6

1. Basis of Presentation and significant accounting policies: Income Taxes (Policies)	9 Months Ended
	Sep. 30, 2019
Policies
Income Taxes:	Income taxes Deferred income taxes are determined using the asset and liability method, whereby deferred income tax is recognized based on temporary differences using enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Temporary differences between the carrying values of assets or liabilities used for tax purposes and those used for financial reporting purposes arise in one period and reverse in one or more subsequent periods. In assessing the realizability of deferred tax assets, management considers known and anticipated factors impacting whether some portion or all of the deferred tax assets will not be realized. To the extent that the realization of deferred tax assets is not considered to be more likely than not, a valuation allowance is provided.

1. Basis of Presentation and _7

1. Basis of Presentation and significant accounting policies: Revenue Recognition (Policies)	9 Months Ended
	Sep. 30, 2019
Policies
Revenue Recognition:	Revenue recognition We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board's (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five steps be followed in evaluating revenue recognition: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. We did not have a cumulative impact as of January 1, 2018 due to the adoption of Topic 606 and there was not an impact to our consolidated statements of operations for the nine months ended September 30, 2019 and 2018 as a result of applying Topic 606. Revenues that have been prepaid but for which all elements have not been delivered, are reflected as deferred revenue on the consolidated balance sheet.

1. Basis of Presentation and _8

1. Basis of Presentation and significant accounting policies: Research and Development (Policies)	9 Months Ended
	Sep. 30, 2019
Policies
Research and Development:	Research and development Costs related to research, design and development of software products are charged to research and development expenses as incurred unless they meet the generally accepted criteria for deferral and amortization. Software development costs incurred prior to the establishment of technological feasibility do not meet these criteria and are expensed as incurred. To date the Company has not capitalized any software development costs.

1. Basis of Presentation and _9

1. Basis of Presentation and significant accounting policies: Advertising Expense (Policies)	9 Months Ended
	Sep. 30, 2019
Policies
Advertising Expense:	Advertising expense Advertising costs are expensed upon the start of the scheduled advertising.

1. Basis of Presentation and_10

1. Basis of Presentation and significant accounting policies: Foreign Currency Translation (Policies)	9 Months Ended
	Sep. 30, 2019
Policies
Foreign Currency Translation:	Foreign currency translation The functional currency for the financial statements of the Company is the United States dollar. Exchange gains or losses are realized due to differences in the exchange rate at the transaction date versus the rate in effect at the settlement or balance sheet date. Exchange gains and losses are recorded in the statement of operations. Currently, most of the Company’s activities are located in Canada.

1. Basis of Presentation and_11

1. Basis of Presentation and significant accounting policies: Stock-based Compensation (Policies)	9 Months Ended
	Sep. 30, 2019
Policies
Stock-based Compensation:	Stock-based compensation The Company accounts for stock-based compensation in accordance with the provisions of ASC Topic 718 “Compensation – stock compensation” (ASC Topic 718). ASC Topic 718 requires all share-based payments, including stock options granted by the Company to its employees, to be recognized as expenses, based on the fair value of the share-based payments at the date of grant. For purposes of estimating the grant date fair value of stock-based compensation, the Company uses the Black Scholes option-pricing model and has elected to treat awards with graded vesting as a single award. The fair value of awards granted is recognized as compensation expense on a straight-line basis over the requisite service period, which in the Company’s circumstances is the stated vesting period of the award.

1. Basis of Presentation and_12

1. Basis of Presentation and significant accounting policies: Recent accounting pornouncements (Policies)	9 Months Ended
	Sep. 30, 2019
Policies
Recent accounting pornouncements	Recent accounting pronouncements Management does not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

2. Promissory Notes Payable_ Sc

2. Promissory Notes Payable: Schedule of Promissory Notes and Changes in Financial Statement Presentation (Tables)	9 Months Ended
	Sep. 30, 2019
Tables/Schedules
Schedule of Promissory Notes and Changes in Financial Statement Presentation	Nine months ended September 30, 2019 Year ended December 31, 2018 (unaudited) Balance beginning of period $ 258,750 $ 65,750 Net proceeds on issuance 630,735 197,500 Principal repaid (60,458) (4,500) Balance end of period $ 829,027 $ 258,750

3. 10% Senior Convertible Not_2

3. 10% Senior Convertible Notes: Schedule of ten percent senior convertible notes (Tables)	9 Months Ended
	Sep. 30, 2019
Tables/Schedules
Schedule of ten percent senior convertible notes	Nine months ended September 30, 2019 Year ended December 31, 2018 (unaudited) Balance beginning of period $ 1,148,974 $ 1,168,974 Note proceeds on issuance 75,000 -- Payments made -- (20,000) Note balance remaining 1,223,974 1,148,974 Discount related to preferred stock issued to note holders (75,000) -- Discount amortization recorded as a charge to interest and financing costs 15,809 -- (59,191) -- Balance end of period $ 1,164,783 $ 1,148,974

3. 10% Senior Convertible Not_3

3. 10% Senior Convertible Notes: Attributes of new convertible debt (Tables)	9 Months Ended
	Sep. 30, 2019
Tables/Schedules
Attributes of new convertible debt	Date issued Maturity date Note Principal Number of preferred Ser C shares given as consideration Total par value at $0.001per share Total stated value at $1,000 per share Number of common shares at conversion price of $0.03 Close price on date of transaction per OTC Total FV Discount (capped at face value of note) Sep 3, 2019 Dec 31, 2019 $50,000 100 $0.10 $100,000 3,333,333 $0.0170 $56,667 $50,000 Sep 10, 2019 Dec 31, 2019 $25,000 50 $0.05 $50,000 1,666,667 $0.0213 $35,500 $25,000 $92,167 $75,000

5. Loss Per Share_ Schedule of

5. Loss Per Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2019
Tables/Schedules
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	September 30, 2019 September 30, 2018 (unaudited) (unaudited) Shares issuable on conversion of 10% senior convertible notes 29,086,800 26,586,767 Common shares issuable on conversion of the Series A convertible preferred stock 22,300,000 22,300,000 Common shares issuable on conversion of the Series B convertible preferred stock 130,000,000 130,000,000 Common shares issuable on conversion of the Series C convertible preferred stock 118,633,333 113,633,333 Stock options 7,500,000 7,500,000 Total 307,520,133 300,020,100

7. Supplementary Cash Flow In_2

7. Supplementary Cash Flow Information: Schedule of Cash Flow, Supplemental Disclosures (Tables)	9 Months Ended
	Sep. 30, 2019
Tables/Schedules
Schedule of Cash Flow, Supplemental Disclosures	2019 2018 Issuance of the Company’s common stock on conversion of convertible promissory notes plus accrued interest thereon -- $ 249,784 Total -- $ 249,784

1. Basis of Presentation and_13

1. Basis of Presentation and significant accounting policies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Details
Basis of Accounting			The accompanying unaudited financial information as of and for the three and nine months ended September 30, 2019 and 2018 has been prepared in accordance with GAAP in the U.S. for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X.
Working capital	$ 5,375,414		$ 5,375,414
Total stockholders' deficit	5,375,414		5,375,414		$ 4,904,673
Net loss	$ 199,149	$ 126,173	545,741	$ 459,063
Net cash used in operating activities			$ 643,597	$ 163,838
Substantial Doubt about Going Concern			The Company expects to incur operating expenses of approximately $1,472,000 for the year ending December 31, 2019, subject to the availability of adequate funding.  In the event the Company cannot raise the additional funds necessary to finance its research and development and sales and marketing activities, it may have to cease operations.
Substantial Doubt about Going Concern, Management's Evaluation			Management’s plan to address these issues includes raising capital through the private placement of equity, the exercise of previously-issued equity instruments and through the issuance of additional promissory notes.

2. Promissory Notes Payable_ _2

2. Promissory Notes Payable: Schedule of Promissory Notes and Changes in Financial Statement Presentation (Details) - USD ($)		9 Months Ended		12 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Details
Balance beginning of period	[1]	$ 258,750	$ 65,750	$ 65,750
Net proceeds on issuance		630,735	188,500	197,500
Repayment of promissory notes		(60,458)	(4,500)	(4,500)
Repayment of promissory notes		(60,458)	$ (4,500)	(4,500)
Balance end of period	[1]	$ 829,027		$ 258,750
[1]	Note 2

2. Promissory Notes Payable (De

2. Promissory Notes Payable (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Details
Repayment of promissory notes			$ 60,458	$ 4,500	$ 4,500
Interest paid and payable to the holders of the promissory notes	$ 24,866	$ 6,858	54,716	14,163
Interest Paid, Including Capitalized Interest, Operating and Investing Activities	$ 3,400	$ 182	$ 3,400	$ 141

3. 10% Senior Convertible Not_4

3. 10% Senior Convertible Notes: Schedule of ten percent senior convertible notes (Details) - USD ($)		9 Months Ended		12 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Details
10% Senior convertible notes	[1]	$ 1,148,974	$ 1,168,974	$ 1,168,974
Note proceeds on issuance		75,000	0	0
Payments made		0	(20,000)	(20,000)
Convertible debt after adjustments		1,223,974		1,148,974
Discount related to preferred stock issued to note holders		(75,000)		0
Discount amortization recorded as a charge to interest and financing costs		15,809	$ 191,397	0
Increase (Decrease) senior convertible notes		(59,191)		0
10% Senior convertible notes	[1]	$ 1,164,783		$ 1,148,974
[1]	Notes 3, 7

4. Stockholders' Deficit (Detai

4. Stockholders' Deficit (Details)	9 Months Ended
	Sep. 30, 2019shares
Details
Stock issued convertible promissory notes, stock	150

5. Loss Per Share_ Schedule o_2

5. Loss Per Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Details
Shares issuable on conversion of 10% senior convertible notes	29,086,800	26,586,767
Incremental Common Shares Attributable to Converson of Series A Convertible Preferred Stock	22,300,000	22,300,000
Incremental Common Shares Attributable to Converson of Series B Convertible Preferred Stock	130,000,000	130,000,000
Incremental Common Shares Attributable to Converson of Series C Convertible Preferred Stock	118,633,333	113,633,333
Stock options	7,500,000	7,500,000
Total	307,520,133	300,020,100

6. Related Party Transactions (

6. Related Party Transactions (Details) - USD ($)	Sep. 30, 2019	Sep. 30, 2018
Details
Due to Related Parties, Noncurrent	$ 4,001	$ 4,001

7. Supplementary Cash Flow In_3

7. Supplementary Cash Flow Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Details
Interest Paid, Including Capitalized Interest, Operating and Investing Activities	$ 3,400	$ 182	$ 3,400	$ 141

7. Supplementary Cash Flow In_4

7. Supplementary Cash Flow Information: Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Details
Stock issued, convertible promissory notes and interest	$ 0	$ 249,784

8. Subsequent Events (Details)

8. Subsequent Events (Details)	9 Months Ended
	Sep. 30, 2019
Details
Subsequent Event, Description	On October 21, 2019, the Company issued $15,000 of its 10% senior convertible notes plus a stock grant of 30 Series C Preferred Shares for cash.