Dominion Minerals (DMNM) 10-K 16 Jul 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Jul. 12, 2018
Document And Entity Information
Entity Registrant Name	DOMINION MINERALS CORP
Entity Central Index Key	1,402,747
Document Type	10-K
Trading Symbol	dmnm
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 0
Entity Common Stock, Shares Outstanding		101,453,678
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Assets
Cash and cash equivalents	$ 1,988
Total assets	1,988	0
CURRENT LIABILITIES:
Accrued liabilities	70,335	75,550
Convertible notes payable	2,458,826	2,400,787
Loans from officers	388
Compensation due to officers	4,247,603	3,738,661
Contingency payable	135,000	62,375
Total current liabilities	6,912,152	6,277,373
SHAREHOLDERS' EQUITY (DEFICIT):
Preferred stock, Voting Series I, $0.0001 par value; 5,000,000 shares authorized; 200 shares issued and outstanding as of December 31, 2016 and December 31, 2015
Common stock, $0.0001 par value; 700,000,000 shares authorized, 101,453,678 and 99,512,345 issued and outstanding as of December 31, 2016 and December 31, 2015	10,146	10,146
Additional paid-in capital	35,998,253	35,998,253
Accumulated deficit	(42,918,563)	(42,285,772)
Total shareholders' equity (deficit)	(6,910,164)	(6,277,373)
Total liabilities and shareholders' equity (deficit)	$ 1,988	$ 0

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Series I Preferred Stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Series I Preferred Stock, authorized	5,000,000	5,000,000
Series I Preferred Stock, issued	200	200
Series I Preferred Stock, outstanding	200	200
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	700,000,000	700,000,000
Common Stock, Shares Issued	101,453,678	99,512,345
Common Stock, Shares Outstanding	101,453,678	99,512,345

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Revenue
Cost of sales
Gross profit
Professional fees		8,500
Officer compensation	575,000	575,000
General and administrative expenses	11,152	10,355
Loss from operations	(586,152)	(593,855)
Other (expense) income
Non-operating (expense) income, net
Interest expense, net	(46,639)	(55,482)
Total other expense, net	(46,639)	(55,482)
Loss before provision for income taxes	(632,791)	(649,337)
Provision for income taxes
Net loss	$ (632,791)	$ (649,337)
Loss per share
Basic and diluted loss per share	$ (0.01)	$ (0.01)
Basic and diluted weighted average number of common shares	101,453,678	99,997,678

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (632,791)	$ (649,337)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest	46,639	55,482
Changes in operating assets and liabilities:
Accrued liabilities	(5,215)	(5,884)
Compensation due to officers	508,942	534,031
Net cash used in operating activities	(82,425)	(65,708)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of officer loans		(16,731)
Proceeds from sale of Convertible Promissory Note	11,400	20,000
Proceeds received from Litigation Funding Contingency	72,625	62,375
Proceeds from officer loans	388
Net cash provided by financing activities	84,413	65,644
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1,988	(64)
CASH AND CASH EQUIVALENTS, beginning of the period		64
CASH AND CASH EQUIVALENTS, end of period	1,988
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid
Income tax paid
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING & FINANCING ACTIVITIES:
Conversion of Convertible Promissory Note		$ 29,120

CONSOLIDATED STATEMENT OF SHARE

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Balance, Value at Dec. 31, 2014		$ 9,645	$ 35,923,634	$ (40,994,867)	$ (5,061,588)
Balance, Shares at Dec. 31, 2014	100	96,445,678
Issuance of Common Stock @ $0.01		$ 307	45,693		46,000
Issuance of Common Stock, Shares		3,066,667
Net loss for the period				(641,568)	(641,568)
Balance, Value at Dec. 31, 2015		$ 9,952	35,969,327	(41,636,435)	(5,657,156)
Balance, Shares at Dec. 31, 2015	100	99,512,345
Conversion of Promissory Note		$ 194	28,926		29,120
Conversion of Promissory Note,shares		1,941,333
Net loss for the period				(649,337)	(649,337)
Balance, Value at Dec. 31, 2016		$ 10,146	35,998,253	(42,285,772)	(6,277,373)
Balance, Shares at Dec. 31, 2016	100	101,453,678
Net loss for the period				(632,791)	(632,791)
Balance, Value at Dec. 31, 2017		$ 10,146	$ 35,998,253	$ (42,918,563)	$ (6,910,164)
Balance, Shares at Dec. 31, 2017	100	101,453,678

CONSOLIDATED STATEMENT OF SHAR7

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Parenthetical)	12 Months Ended
	Dec. 31, 2014$ / shares
Statement of Stockholders' Equity [Abstract]
Common Stock, Par Value	$ 0.01

Nature of Business and Signific

Nature of Business and Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
Disclosure Text Block [Abstract]
Nature of Business and Significant Accounting Policies	1. Nature of Business and Significant Accounting Policies a. Nature of business From September 2005 to November 2007, the Compsany changed its name 4 times to reflect the changing business plans. The original name of the Company was ObjectSoft Corporation. In June 2005, the name was changed to Nanergy, Inc. In June 2006, the name was changed to Xacord Corp., in January 2007, the name was changed to Empire Minerals Corp, and in November 2007, the name was changed to its current name, Dominion Minerals Corp. b. Basis of presentation The Company is currently in a stage which is characterized by significant expenditures for the examination and development of exploration opportunities by its subsidiaries. The subsidiaries’ focus for the foreseeable future will continue to be on securing joint venture agreements to begin conducting mining operations. Management has included all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented. c. Use of estimates d. Cash and cash equivalents e. Concentration of risk The Company has an investment in copper mining activities in Panama. Accordingly, the Company’s mining business, financial condition and results of operations may be influenced by the political, economic and legal environments in Panama, and by the general state of their economies. The Company’s foreign operations are subject to specific considerations and significant risks not typically associated with companies in the United States. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. f. Net loss per share Earnings Per Share, g. Income Taxes Income Taxes. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements. h. Stock-based compensation – The Company records stock-based compensation in accordance with ASC 718. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Company’s employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Company’s employee stock options. Although the fair value of employee stock options is determined by using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. The Company’s volatility is based on the historical volatility of the Company’s stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Further, for stock, options, and warrants issued to service providers and founders, the Company follows ASC 505-50-30-11 (previously EITF 96-18) which requires recording the options and warrants at the fair value of the service provided and expensing over the related service periods. i. Recently Issued Accounting Pronouncements

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2017
Disclosure Text Block [Abstract]
Going Concern	2. Going Concern The Company has had no revenues or cash flows from operations. The Company has an accumulated deficit of $42,918,563 and $42,285,772 as of December 31, 2017 and December 31, 2016, respectively, and has insufficient sources of cash to execute its business plan, these conditions raise substantial doubt about its ability to continue as a going concern. In response to these conditions, management is continuing to seek both debt and equity financing from various sources, although there are no guarantees that they will be successful in their endeavors. No adjustment has been made to the accompanying consolidated financial statements as a result of this uncertainty.

Convertible Note Payable and Sh

Convertible Note Payable and Short Term Loan	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Convertible Note Payable and Short Term Loan	3. Convertible Note Payable and Short Term Loan a. On November 27, 2009, Dominion Minerals Corp. (the “Company”) entered into and closed on a Convertible Loan Agreement (the “Loan Agreement”) to sell to non-US persons the convertible note due 2010 (the “Note”) in the aggregate principal amount of $2,000,000 and warrants to purchase up to 10,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.15 per share for a total purchase price of $2,000,000. The Note matures one year after the date of issuance. The Note pays interest at a rate of 3-Month LIBOR plus 2.0% per annum, which is payable at maturity, and is convertible into shares of Common Stock at a conversion price equal to $0.10 per share (the “Conversion Price”). The Conversion Price is subject to adjustment for certain events, including the dividends, distributions or split of the Company’s Common Stock, or in the event of the Company’s consolidation, merger or reorganization. In the event of a conversion, accrued interest shall be automatically converted into common stock. In addition, the Company has the right to prepay the entire outstanding principal due under the Notes upon a three business day notice. The Company’s obligations under the Loan Agreement and the Note are secured by the pledge of 5,000,000 shares of Cuprum Resources Corp., a corporation organized under the laws of the Republic of Panama (“Cuprum”), owned by the Company pursuant to a Pledge Agreement dated as of November 30, 2009 by and among the Company, Cuprum and the investor. The pledged shares represent all of the issued and outstanding equity shares of Cuprum. Warrants to purchase shares of Common Stock expired one year from the closing of the Note. On May 3, 2010, the Ministry of Commerce and Industry of the Republic of Panama declared the Company’s Mineral Concession as a Mining Reserve by posting a Resolution in the Gaceta Oficial of Panama. Pursuant to the Resolution, no further exploration activities are to be performed on the concession site. The Company has disputed the declaration and Resolution by MICI and has commenced legal action against the Republic of Panama. Accordingly, the Company notified the Note Holder of such events and how it relates to their inability to perform pursuant to the terms of the Concession Agreement and subsequently the terms of the Note, to support its claim of a force majeure and its inability to repay the Note. To date, because of the Company’s inability to resume exploration activities on the Mineral Concession, the Company has been unable to repay the Note and the Note Holder has not converted the Note. The Company incurred interest expense in the amounts of $45,613 for the years ended December 31, 2017 and December 31, 2016. As of December 31, 2017 and December 31, 2016, the total amount due for the Convertible Note payable is $2,368,775 and $2,323,162, respectively. b. On July 1, 2013, the Company executed 4 Convertible Promissory Notes (“Convertible Promissory Notes”) in the aggregate amount of $75,000. The Convertible Promissory Notes were payable in 1 year, bearing interest at a rate of 1% annum for the term of the note. On November 1, 2014, the Company and each Note Holder entered into an agreement to extend the maturity date of the Notes to the earlier of December 31, 2016 or the date of any award granted to the Company in the litigation action between the Company and the Republic of Panama. The Holders of the Convertible Promissory Notes may convert the principal amount for shares of the Company’s common stock equal to the aggregate of 7.5% of the total issued and outstanding shares of the Company’s common stock. The Company incurred interest expense in the amounts of $750 for the years ended December 31, 2017 and 2016. As of December 31, 2017 and December 31, 2016, the total amounts due for the Convertible Promissory Notes is $78,375 and $77,625, respectively. c. On April 1, 2016, the Company sold a Convertible Promissory Note (“Convertible Promissory Note”) in the amount of $26,000 with an Original Issue Discount of $6,000. The Convertible Promissory Note was payable in 6 months, bearing interest at a rate of 24% annum for the term of the note. The Holder of the Convertible Promissory Note may convert the combined principal and accumulated interest amount of the Convertible Promissory Note for shares of the Company’s common stock at a rate of $0.015 per share of the Company’s common stock. The Company incurred interest expense in the amount of $3,120 for the year ended December 31, 2016. On October 1, 2016, the Holder converted the Convertible Promissory Note. The Company issued 1,941,333 shares of common stock to the Note Holder in connection with the conversion of the Convertible Promissory Note. d. During the year ended December 31, 2017, the Company sold two (2) Convertible Promissory Notes in the aggregate total of $11,400 “2017 Notes”). The 2017 Notes were payable 6 months from the date of the sale, bearing interest at a rate of 12% annum for the term of the 2017 Notes. The Holders of the 2017 Notes may convert the combined principal and accumulated interest amounts of the 2017 Notes for shares of the Company’s common stock at a rate of $0.015 per share of the Company’s common stock. The Company incurred interest expense of $276 in the aggregate total for the 2017 Notes. As of December 31, 2017, the total amount due on the 2017 Notes is $11,676.

Contingent Liability

Contingent Liability	12 Months Ended
	Dec. 31, 2017
Disclosure Text Block [Abstract]
Contingent Liability	4. Contingent Liability On June 18, 2015, the Company entered into a Litigation Funding Agreement (“LFA”) with Therium Capital Management Limited (“Therium”), to fund its litigation against the Republic of Panama. The terms of the LFA allow for funding of up to $8,000,000 of the Company’s litigation costs and require repayment of 2.5 times of the amount funded to the Company for such legal costs. In addition, the Company will be required to share a percentage of any amount awarded to the Company with Therium. In addition to the litigation costs funded, Therium has directly funded the Company certain operating expenses and salaries which shall be repaid under the same terms as the litigation costs funded by Therium. The Company has recorded such advances as a Contingent Liability. For the years ended December 31, 2017 and December 31, 2016, Therium advanced the Company $72,625 and $62,375 for operating expenses which the Company recorded as a Contingent Liability.

Shareholders' Equity

Shareholders' Equity	12 Months Ended
	Dec. 31, 2017
Disclosure Text Block [Abstract]
Shareholders' Equity	5. Shareholders’ equity The Company is authorized to issue 705,000,000 shares: 700,000,000 shares of $0.0001 par value common stock and 5,000,000 shares of $0.0001 par value preferred stock. As of December 31, 2017 and December 31, 2016, the Company has 101,453,678 shares of common stock outstanding, respectively, and 200 shares of Series A preferred stock outstanding. During the year ended December 31, 2017 and the year ended December 31, 2016, the Company did not sell any shares of common stock. During the years ended December 31, 2017 and 2016, the Company issued 0 and 1,941,333 shares of common stock, respectively, pursuant to the conversion of a Convertible Promissory Note. The Company’s authorized Series A preferred stock consists of 200 shares and has relative rights, preferences, privileges and limitations as follows: ● The Series A has a super voting right in that it votes together with the common stock and any other class of stock entitled to vote with the common stock all as a single class, with each 100 shares of Series A entitled to 40% of all votes to be cast on any matter; ● The Series A is not convertible and is not entitled to any dividends or any distribution in liquidation of the Company; ● The Series A is not transferable in any manner without the unanimous vote of the Company’s Board of Directors; ● Without the unanimous consent of the holders of the Series A stock, there shall not be any change made to the Rights of the Series A or to create any stock with equal or superior voting right to the Series A stock or authorize any additional shares of Series A stock; and Upon the occurrence of a Qualified IPO by the Company, the Series A stock shall be automatically cancelled and returned to the status of undersigned authorized but unissued preferred stock. “Qualified IPO” means the sale of common stock of the Company in an underwritten public offering or resale registration under the Securities Act of 1933 which results in the Company having a market capitalization in excess of $100,000,000, based on the average closing price of the Company’s common stock for 10 consecutive trading days.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2017
Disclosure Text Block [Abstract]
Income Taxes	7. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2017 and December 31, 2016 are as follows: December 31, December 31, Net operating loss $ 632,791 $ 649,337 Adjustment for unpaid accrued salaries (508,942 ) (534,031 ) Adjusted net operating loss 123,849 115,306 Effective income tax rate 40 % 40 % Total deferred tax assets 49,540 46,122 Less: valuation allowance (49,540 ) (46,122 ) Total deferred tax assets — $ — The Company’s deferred tax assets as of December 31, 2017 and December 31, 2016 of $17,167,425 and $16,914,309, respectively, was fully offset by a valuation allowance, resulting in net deferred tax assets of $0 because of the uncertainty of the Company’s ability to utilize the net operating loss carry-forward against future earnings. The reconciliation of the effective income tax rate to the federal statutory rate for the period ended December 31, 2017 and December 31, 2016 is as follows: 2016 2015 Federal income tax rate 34 % 34 % State tax, net of federal benefit 6 % 6 % Increase in valuation allowance (40 )% (40 )% Effective income tax rate — % — % The deferred tax assets result from net operating loss carry-forwards. These assets will therefore reverse either upon their utilization against taxable income or upon their statutory expiration. Net operating loss carry-forwards will expire beginning in 2026 through 2035. The Company’s last tax return submitted was for the year ended December 31, 2007. The Company’s tax returns for the years ended December 31, 2008 through 2017 are open for examination by the tax federal and state tax authorities.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2017
Disclosure Text Block [Abstract]
Commitments and Contingencies	8. Commitments and contingencies

Legal Proceedings

Legal Proceedings	12 Months Ended
	Dec. 31, 2017
Disclosure Text Block [Abstract]
Legal Proceedings	9. Legal Proceedings The dispute involves the Panamanian government’s interference with the Company’s investment in the mining concession. Cuprum owns the exploration rights to the Cerro Chorcha concession. As discussed above, the Panamanian Ministry of Commerce and Industry (“MICI”) was named as a defendant in a lawsuit brought by Cesar Salazar in December 2009, which led to the “provisional suspension” on all actions involving the Cerro Chorcha. Awaiting resolution of the lawsuit, the Company filed an application for an extension of its exploration rights in March 2010, one month before the initial exploration concession was to expire. However, despite the provisional suspension placed on the Cerro Chorcha, the Panamanian government designated the Cerro Chorcha as a “mining reserve” in April 2010 without considering the Company’s extension request, with the purpose and intent of reverting ownership of the concession to the Panamanian government. Furthermore, the Panamanian government subsequently passed legislation that annulled existing mining concessions in the area encompassing Cerro Chorcha in March 2013. The Company believes that these actions of the Panamanian government are unlawful and contravene Panama’s international obligations under the U.S.-Panama BIT and the U.S.-Panama TPA. On June 18, 2015, the Company entered into a Litigation Funding Agreement (“LFA”) with Therium Capital Management Limited, to fund its litigation against the Republic of Panama. The terms of the LFA allow for funding of up to $8,000,000 of the Company’s litigation costs and require repayment of 2.5 times of the amount funded to the Company for such legal costs. In addition, the Company will be required to share a percentage of any amount awarded to the Company with Therium.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2017
Disclosure Text Block [Abstract]
Subsequent Events	10. Subsequent Events For the purpose of the accompanying consolidated financial statements, subsequent events have been evaluated through the date these financial statements were issued. There are no such subsequent events to report.

Nature of Business and Signif17

Nature of Business and Significant Accounting Policies: Nature of Business (Policies)	12 Months Ended
	Dec. 31, 2017
Policy Text Block [Abstract]
Nature of Business	a. Nature of business From September 2005 to November 2007, the Compsany changed its name 4 times to reflect the changing business plans. The original name of the Company was ObjectSoft Corporation. In June 2005, the name was changed to Nanergy, Inc. In June 2006, the name was changed to Xacord Corp., in January 2007, the name was changed to Empire Minerals Corp, and in November 2007, the name was changed to its current name, Dominion Minerals Corp.
Basis of Presentation	b. Basis of presentation The Company is currently in a stage which is characterized by significant expenditures for the examination and development of exploration opportunities by its subsidiaries. The subsidiaries’ focus for the foreseeable future will continue to be on securing joint venture agreements to begin conducting mining operations. Management has included all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented.
Use of Estimates	c. Use of estimates
Cash and Cash Equivalents	d. Cash and cash equivalents
Concentration of Risk	e. Concentration of risk The Company has an investment in copper mining activities in Panama. Accordingly, the Company’s mining business, financial condition and results of operations may be influenced by the political, economic and legal environments in Panama, and by the general state of their economies. The Company’s foreign operations are subject to specific considerations and significant risks not typically associated with companies in the United States. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
Net Loss Per Share	f. Net loss per share Earnings Per Share,
Income Taxes	g. Income Taxes Income Taxes. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.
Stock-based Compensation	h. Stock-based compensation – The Company records stock-based compensation in accordance with ASC 718. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Company’s employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Company’s employee stock options. Although the fair value of employee stock options is determined by using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. The Company’s volatility is based on the historical volatility of the Company’s stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Further, for stock, options, and warrants issued to service providers and founders, the Company follows ASC 505-50-30-11 (previously EITF 96-18) which requires recording the options and warrants at the fair value of the service provided and expensing over the related service periods.
Recently Issued Accounting Pronouncements	i. Recently Issued Accounting Pronouncements

Income Taxes_ Schedule of Defer

Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables)	12 Months Ended
	Dec. 31, 2017
Table Text Block Supplement [Abstract]
Schedule of Deferred Tax Assets and Liabilities	Significant components of the Company’s deferred tax assets and liabilities at December 31, 2017 and December 31, 2016 are as follows: December 31, December 31, Net operating loss $ 632,791 $ 649,337 Adjustment for unpaid accrued salaries (508,942 ) (534,031 ) Adjusted net operating loss 123,849 115,306 Effective income tax rate 40 % 40 % Total deferred tax assets 49,540 46,122 Less: valuation allowance (49,540 ) (46,122 ) Total deferred tax assets — $ —

Income Taxes_ Schedule of Effec

Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)	12 Months Ended
	Dec. 31, 2017
Table Text Block Supplement [Abstract]
Schedule of Effective Income Tax Rate Reconciliation	The reconciliation of the effective income tax rate to the federal statutory rate for the period ended December 31, 2017 and December 31, 2016 is as follows: 2016 2015 Federal income tax rate 34 % 34 % State tax, net of federal benefit 6 % 6 % Increase in valuation allowance (40 )% (40 )% Effective income tax rate — % — %

Nature of Business and Signif20

Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Cash and cash equivalents	$ 1,988	$ 0

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 42,918,563	$ 42,285,772

Convertible Note Payable and 22

Convertible Note Payable and Short Term Loan (Details) - USD ($)	Apr. 01, 2016	Dec. 31, 2017	Dec. 31, 2016	Jul. 01, 2013	Nov. 27, 2009	Apr. 14, 2009	Mar. 01, 2007
Convertible Notes Payable, Current		$ 78,375	$ 77,625	$ 75,000	$ 2,000,000
Common Stock, Shares Issued		101,453,678	99,512,345		10,000,000	2,000,000	4,000,000
Common Stock, Par Value		$ 0.0001	$ 0.0001		$ 0.0001
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 0.15
Interest Income (Expense), Net		$ 750	$ 3,120
Debt amount		0	$ 1,941,333
Convertible Notes Payable [Member]
Common Stock, Shares Issued	1,941,333
Debt amount	$ 26,000	$ 11,400
Discount amount	$ 6,000
Debt term	P6M	P6M
Intrest rate	24.00%	12.00%
Description od debt	The Holder of the Convertible Promissory Note may convert the combined principal and accumulated interest amount of the Convertible Promissory Note for shares of the Company’s common stock at a rate of $0.015 per share of the Company’s common stock.	d. The Holders of the 2017 Notes may convert the combined principal and accumulated interest amounts of the 2017 Notes for shares of the Company’s common stock at a rate of $0.015 per share of the Company’s common stock. The Company incurred interest expense of $276 in the aggregate total for the 2017 Notes. As of December 31, 2017, the total amount due on the 2017 Notes is $11,676.

Contingent Liability (Details)

Contingent Liability (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Contingent Liability Details Abstract
Contingent liability	$ 72,625	$ 62,375

Shareholders' equity (Details N

Shareholders' equity (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Nov. 27, 2009	Apr. 14, 2009	Mar. 01, 2007
Stockholders' Equity Note [Abstract]
Common stock, authorized	700,000,000	700,000,000
Common stock, issued	101,453,678	99,512,345	10,000,000	2,000,000	4,000,000
Common stock, shares outstanding	101,453,678	99,512,345
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, outstanding	200	200
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Principal amount	$ 0	$ 1,941,333
Market price	$ 100,000,000
Preferred stock voting rights description	The Series A has a super voting right in that it votes together with the common stock and any other class of stock entitled to vote with the common stock all as a single class, with each 100 shares of Series A entitled to 40% of all votes to be cast on any matter

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Net operating loss	$ 632,515	$ 649,337
Adjustment for unpaid accrued salaries	(508,942)	(534,031)
Adjusted net operating loss	$ 123,573	$ 115,306
Effective income tax rate	40.00%	40.00%
Total deferred tax assets	$ 49,429	$ 46,122
Less: valuation allowance	(49,429)	(46,122)
Total deferred tax assets

Income Taxes (Details 1)

Income Taxes (Details 1)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Federal income tax rate	34.00%	34.00%
State tax, net of federal benefit	6.00%	6.00%
Increase in valuation allowance	(40.00%)	(40.00%)
Effective income tax rate	40.00%	40.00%

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Deferred Tax Assets, Net of Valuation Allowance
Change in valuation amount	$ 17,167,315	$ 16,914,309