Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 16, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | DSG Global Inc. | |
Entity Central Index Key | 0001413909 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 825,469 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 31,820 | $ 5,059 |
Trade receivables, net | 227,350 | 139,400 |
Inventories, net of inventory allowance of $149,577 and $146,292, respectively | 162,104 | 141,296 |
Prepaid expenses and deposits | 78,847 | 47,484 |
TOTAL CURRENT ASSETS | 500,121 | 333,239 |
NON-CURRENT ASSETS | ||
Intangible assets, net | 14,675 | 15,289 |
Fixed assets, net | 33,195 | 869 |
Equipment on lease, net | 2,120 | 3,316 |
TOTAL NON-CURRENT ASSETS | 49,990 | 19,474 |
TOTAL ASSETS | 550,111 | 352,713 |
CURRENT LIABILITIES | ||
Trade and other payables | 2,368,800 | 1,897,530 |
Deferred revenue | 147,288 | 215,662 |
Operating lease liability | 32,695 | |
Convertible note payable to related party | 310,000 | 310,000 |
Loans payable | 1,019,383 | 795,588 |
Derivative liability | 1,717,939 | 2,188,354 |
Convertible loans payable, net of unamortized discounts and premiums of $212,401 and $213,461, respectively | 1,743,361 | 1,613,912 |
TOTAL CURRENT LIABILITIES | 7,339,466 | 7,021,046 |
Going concern (Note 2) | ||
Commitments (Note 16) | ||
Contingencies (Note 17) | ||
Subsequent events (Note 18) | ||
MEZZANINE EQUITY | ||
Redeemable preferred stock, (2019 and 2018 - to be issued) | 6,702,450 | 6,702,450 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock to be issued | 4,872,732 | 4,872,732 |
Common stock, $0.001 par value, 150,000,000 shares authorized, (2018 - 750,000); 787,569 issued and outstanding (2018 - 634,471) | 788 | 634 |
Additional paid in capital | 22,649,842 | 22,415,121 |
Discounts on common stock | (69,838) | (69,838) |
Other accumulated comprehensive income | 1,389,278 | 1,465,389 |
Accumulated deficit | (42,334,607) | (42,054,821) |
TOTAL STOCKHOLDERS' DEFICIT | (13,491,805) | (13,370,783) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 550,111 | $ 352,713 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Net of inventory allowance | $ 149,577 | $ 146,292 |
Convertible note payable, unamortized discount | $ 212,401 | $ 213,461 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 787,569 | 634,471 |
Common stock, shares outstanding | 787,569 | 634,471 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 284,646 | $ 237,046 | $ 786,070 | $ 347,942 |
Cost of revenue | 32,886 | 79,552 | 338,954 | 97,881 |
Gross profit | 251,760 | 157,494 | 447,116 | 250,061 |
Operating expenses | ||||
Compensation expense | 144,673 | 209,174 | 279,756 | 417,802 |
General and administration expense | 203,938 | 275,480 | 431,694 | 633,493 |
Warranty expense | 46,273 | 46,273 | ||
Bad debt | (3,290) | 2,099 | (1,866) | 30,992 |
Depreciation and amortization expense | 10,900 | 2,220 | 20,821 | 8,914 |
Total operating expense | 356,221 | 535,246 | 730,405 | 1,137,474 |
Loss from operations | (104,461) | (377,752) | (283,289) | (887,413) |
Other income (expense) | ||||
Foreign currency exchange gain (loss) | 13,526 | 410,454 | 31,163 | (150,212) |
Change in fair value of derivative instruments | 7,356,541 | 6,013,778 | 720,624 | 397,517 |
Loss on extinguishment of debt | (54,145) | (768,964) | (128,254) | (2,164,231) |
Finance costs | (318,274) | (776,506) | (620,030) | (1,517,068) |
Total other income (expense) | 6,997,648 | 4,878,762 | 3,503 | (3,433,994) |
Net income (loss) | $ 6,893,187 | $ 4,501,010 | $ (279,786) | $ (4,321,407) |
Basic and diluted: | ||||
Basic | $ 9.8 | $ 16.8 | $ (0.41) | $ (23.26) |
Diluted | $ 9.8 | $ 16.8 | $ (0.41) | $ (23.26) |
Weighted average number of shares used in computing basic and diluted net loss per share: | ||||
Basic | 703,437 | 267,903 | 677,426 | 185,772 |
Diluted | 703,437 | 267,903 | 677,426 | 185,772 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 6,893,187 | $ 4,501,010 | $ (279,786) | $ (4,321,407) |
Other comprehensive income | ||||
Foreign currency translation adjustments | (6,476) | (361,594) | (76,111) | 279,497 |
Comprehensive income (loss) | $ 6,886,711 | $ 4,139,416 | $ (355,897) | $ (4,041,910) |
Interim Condensed Consolidate_5
Interim Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Common Stock Additional Paid in Capital [Member] | Discount on Common Stock [Member] | Preferred Stock To Be Issued [Member] | Accumulated Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 25 | $ 17,613,525 | $ 873,250 | $ (32,229,417) | $ (13,742,617) | ||
Balance, shares at Dec. 31, 2017 | 25,485 | ||||||
Shares issued for cash | $ 12 | 81,647 | 81,659 | ||||
Shares issued for cash, shares | 12,501 | ||||||
Shares issued on conversion of debt | $ 186 | 1,802,955 | 1,803,141 | ||||
Shares issued on conversion of debt, shares | 185,798 | ||||||
Net loss for the period | 641,091 | (8,822,417) | (8,181,326) | ||||
Balance at Mar. 31, 2018 | $ 223 | 19,498,127 | 1,514,341 | (41,051,834) | (20,039,143) | ||
Balance, shares at Mar. 31, 2018 | 223,784 | ||||||
Shares issued for commission | 2,250 | 2,250 | |||||
Shares issued for commission, shares | 188 | ||||||
Shares issued on conversion of debt | $ 92 | 1,172,185 | 1,172,277 | ||||
Shares issued on conversion of debt, shares | 92,040 | ||||||
Net loss for the period | (361,594) | 4,501,010 | 4,139,416 | ||||
Balance at Jun. 30, 2018 | $ 315 | 20,672,562 | 1,152,747 | (36,550,824) | (14,725,200) | ||
Balance, shares at Jun. 30, 2018 | 316,012 | ||||||
Balance at Dec. 31, 2018 | $ 634 | 22,415,121 | (69,838) | 4,872,732 | 1,465,389 | (42,054,821) | (13,370,783) |
Balance, shares at Dec. 31, 2018 | 634,471 | ||||||
Shares issued on conversion of debt | $ 56 | 119,921 | 119,977 | ||||
Shares issued on conversion of debt, shares | 55,932 | ||||||
Net loss for the period | (69,635) | (7,172,973) | (7,242,608) | ||||
Balance at Mar. 31, 2019 | $ 690 | 22,535,042 | (69,838) | 4,872,732 | 1,395,754 | (49,227,794) | (20,493,414) |
Balance, shares at Mar. 31, 2019 | 690,403 | ||||||
Balance at Dec. 31, 2018 | $ 634 | 22,415,121 | (69,838) | 4,872,732 | 1,465,389 | (42,054,821) | (13,370,783) |
Balance, shares at Dec. 31, 2018 | 634,471 | ||||||
Shares issued for services | $ 19,600 | ||||||
Shares issued for services, shares | 17,500 | ||||||
Shares issued on conversion of debt | $ 215,275 | ||||||
Shares issued on conversion of debt, shares | 135,598 | ||||||
Balance at Jun. 30, 2019 | $ 788 | 22,649,842 | (69,838) | 4,872,732 | 1,389,278 | (42,334,607) | $ (13,491,805) |
Balance, shares at Jun. 30, 2019 | 787,569 | ||||||
Balance at Mar. 31, 2019 | $ 690 | 22,535,042 | (69,838) | 4,872,732 | 1,395,754 | (49,227,794) | (20,493,414) |
Balance, shares at Mar. 31, 2019 | 690,403 | ||||||
Shares issued for services | $ 18 | 19,582 | 19,600 | ||||
Shares issued for services, shares | 17,500 | ||||||
Shares issued on conversion of debt | $ 80 | 95,218 | 95,298 | ||||
Shares issued on conversion of debt, shares | 79,666 | ||||||
Net loss for the period | (6,476) | 6,893,187 | 6,886,711 | ||||
Balance at Jun. 30, 2019 | $ 788 | $ 22,649,842 | $ (69,838) | $ 4,872,732 | $ 1,389,278 | $ (42,334,607) | $ (13,491,805) |
Balance, shares at Jun. 30, 2019 | 787,569 |
Interim Condensed Consolidate_6
Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Statement of Cash Flows [Abstract] | |||||
Net loss | $ 6,893,187 | $ 4,501,010 | $ (279,786) | $ (4,321,407) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 10,900 | 2,220 | 20,821 | 8,914 | |
Change in inventory allowance | (2,814) | ||||
Non-cash financing costs | 224,956 | ||||
Accretion of discounts on debt | 328,055 | 924,905 | |||
Change in fair value of derivative liabilities | (7,356,541) | (6,013,778) | (720,624) | (397,517) | |
Reserve for bad debt | (3,290) | 2,099 | (1,866) | 30,992 | |
Shares issued for services | 19,600 | 2,250 | |||
Loss on extinguishment of debt | 54,145 | 768,964 | 128,254 | 2,164,231 | |
Unrealized foreign exchange loss (gain) | (81,146) | 152,901 | |||
(Increase) decrease in assets: | |||||
Trade receivables, net | (81,051) | (107,836) | |||
Inventories | (12,103) | (47,868) | |||
Prepaid expense and deposits | (35,880) | (33,629) | |||
Related party receivable | 1,034 | ||||
Increase (decrease) in current liabilities: | |||||
Trade payables and accruals | 554,903 | 313,849 | |||
Deferred revenue | (68,374) | 123,204 | |||
Warranty reserve | (30,583) | ||||
Operating lease liabilities | (16,228) | ||||
Net cash used in operating activities | (248,239) | (991,604) | |||
Cash flows from investing activities | |||||
Purchase of property, plant and equipment | (1,544) | ||||
Net cash used in investing activities | (1,544) | ||||
Cash flows from financing activities: | |||||
Proceeds from issuing shares | 81,659 | ||||
Repayments of notes payable | (45,000) | ||||
Proceeds from notes payable | 275,000 | 967,000 | |||
Net cash provided by financing activities | 275,000 | 1,003,659 | |||
Net increase in cash | 26,761 | 10,511 | |||
Cash at beginning of period | 5,059 | 5,488 | $ 5,488 | ||
Cash at the end of the period | $ 31,820 | $ 15,999 | 31,820 | 15,999 | $ 5,059 |
Cash paid during the period for: | |||||
Income tax payments | |||||
Interest payments | 2,513 | ||||
Supplemental schedule of non-cash financing activities: | |||||
Convertible debt issued for financing activities | 15,000 | ||||
Initial recognition of lease asset | 51,203 | ||||
Initial recognition of lease liability | 47,118 | ||||
Shares issued for convertible notes payable | $ 215,275 | $ 2,975,418 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 – ORGANIZATION DSG Global, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on September 24, 2007. The Company is a technology development company engaged in the design, manufacture, and marketing of fleet management solutions in the golf industry. The Company’s principal activities are the sale and rental of GPS tracking devices and interfaces for golf vehicles and related support services. On April 13, 2015, the Company entered into a share exchange agreement with Vantage Tag Systems Inc. (“VTS”) (formerly DSG Tag Systems Inc.), now wholly-owned subsidiary of the Company, incorporated under the laws of the State of Nevada on April 17, 2008 and extra provincially registered in British Columbia, Canada in 2008. In March 2011, VTS formed DSG Tag Systems International, Ltd. in the United Kingdom (“DSG UK”). DSG UK is a wholly owned subsidiary of VTS. On March 26, 2019, the Company effected a reverse stock split of its shares of common stock on a four thousand (4,000) old for one (1) new basis. Upon effect of the reverse split, authorized capital decreased from 3,000,000,000 shares of common stock to 750,000 shares of common stock, with a par value of $0.001. Subsequently, on May 23, 2019, an increase in common shares to 150,000,000 was authorized, with a par value of $0.001. Shares of Preferred Stock remain unchanged. These consolidated financial statements give retroactive effect to such reverse stock split named above and all share and per share amounts have been adjusted accordingly, unless otherwise noted. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – GOING CONCERN These unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and note holders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As at June 30, 2019, the Company has a working capital deficit of $6,839,345 and has an accumulated deficit of $42,334,607 since inception. Furthermore, the Company incurred a net loss of $279,786 and used $248,239 of cash flows for operating activities during the six months ended June 30, 2019. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) and with the instructions to Form 10-Q. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to U.S. GAAP rules and regulations for presentation of interim financial information. Therefore, the unaudited condensed interim consolidated financial statements should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Annual Report on the Form 10-K for the year ended December 31, 2018. Current and future financial statements may not be directly comparable to the Company’s historical financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. Principles of Consolidation The interim condensed consolidated financial statements include the accounts of DSG Global Inc. and its wholly-owned subsidiaries VTS and DSG UK, collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation. Use of Estimates The preparation of interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined. New estimates in the period relate to determining the Company’s estimated incremental borrowing rate in recognizing right-of-use assets and lease liabilities. Differences in the estimated incremental borrowing rate could result in materially different lease liabilities and right-of-use assets. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board, or FASB, established Topic 842, Leases, by issuing Accounting Standards Update (“ASU”) No. 2016-02, which requires lessors to classify leases as a sales-type, direct financing, or operating lease and requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The Company adopted the new standard effective January 1, 2019 and elected the modified retrospective for the transition. The Company elected the following practical expedients: ● Transition method practical expedient – permits the Company to use the effective date as the date of initial application. Upon adoption, the Company did not have a cumulative-effect adjustment to the opening balance of retained earnings. Financial information and disclosures for periods before January 1, 2019 were not updated. ● Package of practical expedients – permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs. This allowed the Company to continue classifying its leases at transition in substantially the same manner. ● Single component practical expedient – permits the Company to not separate lease and non-lease components of leases. Upon transition, rental income, expense reimbursement, and other were aggregated into a single line within rental and other revenues on the condensed consolidated statement of operations. ● Short-term lease practical expedient – permits the Company not to recognize leases with a term equal to or less than 12 months. Lessee Accounting The new standard requires lessees to recognize a right-of-use asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating at inception, with classification affecting the pattern and recording of expenses in the statement of operations. Upon transition the Company recognized lease assets and lease liabilities principally for its office lease. When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted-average incremental borrowing rate applied was 11.98%. Refer to Notes 5 and 11. Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow. |
Trade Receivables, Net
Trade Receivables, Net | 6 Months Ended |
Jun. 30, 2019 | |
Receivables [Abstract] | |
Trade Receivables, Net | Note 4 – TRADE RECEIVABLES, NET As of June 30, 2019, and December 31, 2018, trade receivables consist of the following: June 30, 2019 December 31, 2018 Accounts receivables $ 272,132 $ 184,214 Allowance for doubtful accounts (44,782 ) (44,814 ) Total trade receivables, net $ 227,350 $ 139,400 |
Fixed Assets and Equipment on L
Fixed Assets and Equipment on Lease | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets and Equipment on Lease | Note 5 – FIXED ASSETS AND EQUIPMENT ON LEASE As of June 30, 2019 and December 31, 2018, fixed assets consisted of the following: June 30, 2019 December 31, 2018 Furniture and equipment $ 16,250 $ 20,509 Computer equipment 25,459 28,460 Right-of-use lease asset 51,203 - Accumulated depreciation (59,717 ) (48,100 ) $ 33,195 $ 869 As of June 30, 2019 and December 31, 2018, equipment on lease consisted of the following: June 30, 2019 December 31, 2018 Tags $ 126,042 $ 120,998 Text 27,858 26,743 Touch 23,076 22,152 Accumulated depreciation (174,856 ) (166,577 ) $ 2,120 $ 3,316 For the three months ended June 30, 2019 and 2018, total depreciation expense for fixed assets and leased equipment was $10,593 and $1,937, respectively. For the six months ended June 30, 2019 and 2018, total depreciation expense for fixed assets and leased equipment was $20,207 and $8,348, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6 – INTANGIBLE ASSETS Intangible assets consist of the following as of June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Intangible asset – Patent $ 22,353 $ 22,353 Accumulated depreciation (7,678 ) (7,064 ) $ 14,675 $ 15,289 The estimated useful life of the patent is 20 years. Patents are amortized on a straight-line basis. For the three months ended June 30, 2019 and 2018, total amortization expense was $307 and $283, respectively. For the six months ended June 30, 2019 and 2018, total amortization expense was $614 and $566, respectively. |
Trade and Other Payables
Trade and Other Payables | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Note 7 – TRADE AND OTHER PAYABLES As of June 30, 2019, and December 31, 2018, trade and other payables consist of the following: June 30, 2019 December 31, 2018 Accounts payable $ 1,190,174 $ 978,770 Accrued expenses 252,502 245,737 Accrued interest 906,052 686,354 Other liabilities 20,072 (13,331 ) Total payables $ 2,368,800 $ 1,897,530 |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Loans Payable | Note 8 – LOANS PAYABLE As of June 30, 2019 and December 31, 2018, loans payable consisted of the following: Loans Payable June 30, 2019 December 31, 2018 Unsecured, due on demand, interest at 15% per annum $ 190,896 $ 183,258 Unsecured, due on demand, interest at 36% per annum 46,701 44,830 Unsecured, loan payable, due on demand, interest at 18% per annum 317,500 317,500 Unsecured, loan payable, interest 10% per annum, with a minimum interest amount of $25,000, due on demand. 250,000 250,000 Unsecured share-settled debt, interest at 4.99% per month, due on May 7, 2019. 214,286 - $ 1,019,383 $ 795,588 On March 8, 2019, the Company entered into a convertible bridge loan agreement (the “Share-Settled Loan”). The Share-Settled Loan bears interest at 4.99% per month, was due in 60 days on May 7, 2019 and is convertible into restricted common shares of the Company at the lender’s option at the market price per share less a 30% discount to market. The Company has accounted the Share-Settled Loan as share-settled debt. It is initially recognized at its fair value and accreted to its share-settled redemption value of $214,286 over the term of the debt. At June 30, 2019, the carrying value consists of principal of $150,000 and accumulated accretion of $64,286. The Share-Settled Loan was not repaid on May 7, 2019 and is in default. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 9 – CONVERTIBLE NOTES As of June 30, 2019 and December 31, 2018, convertible loans payable consisted of the following: Related Party Convertible Loans Payable (a) On March 31, 2015, the Company issued a convertible promissory note in the principal amount of $310,000 to a company owned by a director of the Company for marketing services. The note is unsecured, bears interest at 5% per annum, is convertible at $1.25 per common share, and is due on demand. As at June 30, 2019, the carrying value of the convertible promissory note was $310,000 (December 31, 2018 - $310,000). Third Party Convertible Loans Payable (b) On August 25, 2015, the Company issued a convertible promissory note in the principal amount of $250,000. The convertible promissory note is unsecured, bears interest at 10% per annum, is due on demand, and is convertible at $7,000 per share. As at June 30, 2019, the carrying value of the convertible promissory note was $250,000 (December 31, 2018 - $250,000). (c) On November 7, 2016, the Company entered into a securities purchase agreement with a non-related party. Pursuant to the agreement, the Company was provided with proceeds of $125,000 on November 10, 2016 in exchange for the issuance of a secured convertible promissory note in the principal amount of $138,889, which was inclusive of an 8% original issue discount and bears interest at 8% per annum to the holder. The convertible promissory note matures nine months from the date of issuance and is convertible at the option of the holder into our common shares at a price per share that is the lower of $480 or the closing price of the Company’s common stock on the conversion date. In addition, under the same terms, the Company also issued a secured convertible note of $50,000 in consideration for proceeds of $10,000 and another secured convertible note of $75,000 in consideration for proceeds of $10,000. Under the agreements, the Company has the right to redeem $62,500 and $40,000 of the notes for consideration of $1 each at any time prior to the maturity date in the event that the convertible promissory note is exchanged or converted into a revolving credit facility with the lender, whereupon the two $10,000 convertible note balances shall be rolled into such credit facility. On May 7, 2017, the Company triggered an event of default in the convertible note by failing to repay the full principal amount and all accrued interest on the due date. The entire convertible note payable became due on demand and would accrue interest at an increased rate of 1.5% per month (18% per annum) or the maximum rate permitted under applicable law until the convertible note payable was repaid in full. On May 8, 2017, the Company issued 25 common shares for the conversion of $5,000 of the $72,500 convertible note dated November 7, 2016. On May 24, 2017, the Company issued 53 common shares for the conversion of $10,500 of the $72,500 convertible note dated November 7, 2016. On May 25, 2017, the lender provided conversion notice for the remaining principal $57,000 of the $72,500 convertible note dated November 7, 2016. This conversion was not processed by the Company’s transfer agent due to direction from the Company not to honor any further conversion notices from the lender. In response, the Company received legal notification pursuant to the refusal to process further conversion notices. Refer to Note 17. As at June 30, 2019, the carrying value of the note was $245,889 (December 31, 2018 - $245,889) and the fair value of the derivative liability was $307,641 (December 31, 2018 - $606,710). (d) On June 5, 2017, the Company issued a convertible promissory note in the principal amount of $110,000. The note is unsecured, bears interest at 10% per annum, was due on December 5, 2017, and is convertible into common shares at a conversion price equal to the lessor of (i) 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of this note and (ii) the alternate conversion price which means 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Financing fees on the note were $7,000. The derivative liability applied as a discount on the note was $103,000 and is accreted over the life of the note. During the year ended December 31, 2018, $75,000 of the note was reassigned to another unrelated note holder and the note was treated as an extinguishment. There were no material changes to the note upon reassignment. During the year ended December 31, 2018, the Company issued 51,749 common shares with a fair value of $524,487 for the conversion of the remaining principal balance of $35,000, and default penalties and finance costs of $37,448 resulting in a loss on settlement of debt of $452,039. As at June 30, 2019, the carrying value of the note was $9,487 (December 31, 2018 - $9,487), relating to a penalty. (e) On July 17, 2017, the Company issued a convertible promissory note in the principal amount of $135,000. The note is unsecured, bears interest at 10% per annum, is due on July 17, 2018, and is convertible into common shares at a conversion price equal to the lessor of (i) 55% multiplied by the lowest trading price during the previous twenty trading day period ending on the latest complete trading day prior to the date of this note and (ii) $244. Interest will be accrued and payable at the time of promissory note repayment. Financing fees on the note were $16,500. Derivative liability applied as discount on the note was $118,500 and is accreted over the life of the note. During the year ended December 31, 2018, the Company issued 25,000 common shares with a fair value of $227,222 for the conversion of $53,530 of principal balance resulting in a loss on settlement of debt of $173,692. As at June 30, 2019, the carrying value of the note was $81,470 (December 31, 2018 - $81,470) and the fair value of the derivative liability was $106,863 (December 31, 2018 - $121,485). During the six months ended June 30, 2019, the Company accreted $nil (2018 - $64,282) of the debt discount to finance costs. (f) On March 19, 2018, the Company issued a convertible promissory note in the principal amount of up to $900,000. The note is unsecured, bears interest at 12% per annum, is due 184 days upon receipt, and is convertible into common shares after 180 days from issuance date at a conversion price equal to the lessor of: (i) the lowest trading price during the previous fifteen trading days prior to the date of the promissory note; or (ii) 55% of the lowest trading price during the previous fifteen days prior to the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. On May 3, 2018, the Company amended the convertible promissory note to include that at any time after the 100th calendar day after the funds are issued, and at the option of the holder in addition to the right of conversion, the holder may deduct daily payments from the Company’s bank account in the amount of $5,562 per calendar day or $27,812 per week until the Company has paid or the holder has converted an amount equal to the principal balance, interest, accrued interest, and default amount. First Tranche On March 19, 2018, the Company received $270,000 pursuant to the first tranche of the note, which is $300,000 in the principal amount, net of the original issuance discount of $30,000. The derivative liability applied as a discount on the note was $270,000. On August 31, 2018, the principal balance of $300,000 and accrued interest of $15,978 for the first tranche of the note was reassigned to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 9(l). Second Tranche On May 3, 2018, the Company received $146,500, net of $3,500 in legal fees, pursuant to the second tranche of the note, which is $166,667 in the principal amount, net of the original issuance discount of $16,667. The derivative liability applied as a discount on the note was $150,000 and is accreted over the life of the note. On April 26, 2019 and May 22, 2019, an aggregate principal balance of $166,667 and accrued interest of $3,567 for the second tranche of the note was reassigned to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 9(n). As at June 30, 2019, the carrying value of the second tranche of the note was $nil (December 31, 2018 - $166,667) and the fair value of the derivative liability was $87,975 (December 31, 2018 - $229,951). During the six months ended June 30, 2019, the Company accreted $nil (2018 - $52,536) of the debt discount to finance costs. Third Tranche On July 16, 2018, the Company received $125,000, net of $53,500 in legal and financing fees, pursuant to the third tranche of the agreement, which is $198,333 in the principal amount, net of the original issuance discount of $19,833. The derivative liability applied as a discount on the note was $125,000 and is accreted over the life of the note. On June 24, 2019, the principal balance of $77,844 and accrued interest of $42,656 for the third tranche of the note was reassigned to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 9(n). As at June 30, 2019, the carrying value of the third tranche of the note was $120,489 (December 31, 2018 - $181,087) and the fair value of the derivative liability was $100,506 (December 31, 2018 - $231,250). During the six months ended June 30, 2019, the Company accreted $17,246 (2018 - $nil) of the debt discount to finance costs. (g) In January 2018, the Company issued a convertible promissory note in the principal amount of $15,000 as a commitment fee. The note is unsecured, non-interest bearing until default, was due on August 16, 2018, and is convertible into common shares at a conversion price equal to 75% of the average closing trading price during the previous five trading days prior to conversion date, with a minimum of $0.20. During the year ended December 31, 2018, the Company issued 1,558 common shares with a fair value of $19,937 for the conversion of $10,000 of principal resulting in a loss on settlement of debt of $9,937. As at June 30, 2019, the carrying value of the note was $5,000 (December 31, 2018 - $5,000) and the fair value of the derivative liability was $3,076 (December 31, 2018 - $2,714). (h) On May 8, 2018, the Company issued a convertible note in the principal amount of $51,500. The note is unsecured, bears interest at 10% per annum, and is due on February 8, 2019. The note is convertible into common shares at a 32% discount to the lowest intra-day trading price of the Company’s common stock for the ten trading days immediately preceding the conversion date. As at June 30, 2019, the carrying value of the note was $51,500 (December 31, 2018 - $44,223) and the fair value of the derivative liability was $46,432 (December 31, 2018 - $44,543). During the six months ended June 30, 2019, the Company accreted $7,277 (2018 - $9,889) of the debt discount to finance costs. (i) On May 28, 2018 the Company issued a convertible note in the principal amount of $180,000. The note is unsecured, bears interest at 10% per annum, and is due on February 28, 2019. The note is convertible into common shares at a 32% discount to the lowest intra-day trading price of the Company’s common stock for the ten trading days immediately preceding the conversion date. As at June 30, 2019, the carrying value of the note was $180,000 (December 31, 2018 - $141,522) and the fair value of the derivative liability was $160,460 (December 31, 2018 - $165,742). During the six months ended June 30, 2019, the Company accreted $38,478 (2018 - $21,522) of the debt discount to finance costs. (j) On June 18, 2018, the Company reassigned convertible note balances from another unrelated party in the principal amount of $168,721. The note is unsecured, bears interest at 10% per annum, which was due on August 2, 2018, and is convertible into common shares at a conversion price equal to the lesser of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest is accrued will be and payable at the time of promissory note repayment. The remaining derivative liability applied as a discount on the reassigned note was $25,824 and is accreted over the remaining life of the note. During the year ended December 31, 2018, the Company issued 43,750 common shares with a fair value of $185,200 for the conversion of $66,672 of principal and $5,653 of accrued interest resulting in a loss on settlement of debt of $112,875. During the six months ended June 30, 2019, the Company issued 34,450 common shares with a fair value of $36,517 for the conversion of $13,324 of principal and $6,571 of accrued interest resulting in a loss on settlement of debt of $16,622. As at June 30, 2019, the carrying value of the note was $88,725 (December 31, 2018 - $102,049) and the fair value of the derivative liability was $43,846 (December 31, 2018 - $53,896). During the six months ended June 30, 2019, the Company accreted $nil (2018 - $73,669) of the debt discount to finance costs. (k) On August 31, 2018, the Company issued a convertible promissory note in the principal amount of $226,000. The note is unsecured, bears interest at 12% per annum, is due on August 31, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Deferred financing fees and original issuance discount on the note were $26,000. The derivative liability applied as a discount on the note was $200,000 and is accreted over the life of the note. On May 7, 2019 and June 28, 2019, an aggregate principal balance of $125,209 was purchased by another unrelated note holder. There were no material changes to the note upon purchase. Refer to Note 9(o). The deferred financing fees and derivative liability applied as discounts on the purchase portion of the note were fully extinguished at the time of the transfer. As at June 30, 2019, the carrying value of the note was $81,597 (December 31, 2018 - $75,540) and the fair value of the derivative liability was $129,531 (December 31, 2018 - $305,890). During the six months ended June 30, 2019, the Company accreted $131,266 (2018 - $nil) of the debt discount to finance costs. (l) On August 31, 2018, the Company reassigned the first tranche of a convertible note balance from another unrelated party in the principal amount of $315,978. The first tranche of the note is unsecured, bears interest at 12% per annum, which is due on demand, and is convertible into common shares at a conversion price equal to the lessor of: (i) the lowest trading price during the previous fifteen trading days prior to the date of the promissory note; or (ii) 55% of the lowest trading price during the previous fifteen days prior to the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The deferred financing fees and derivative liability applied as discounts on the reassigned note were fully amortized at the time of the transfer. During the six months ended June 30, 2019, the Company issued 55,915 common shares with a fair value of $119,977 for the conversion of $42,000 of principal and $3,868 of accrued interest resulting in a loss on settlement of debt of $74,109. As at June 30, 2019, the carrying value of the note was $273,978 (December 31, 2018 - $315,978) and the fair value of the derivative liability was $362,395 (2018 - $426,173). (m) On January 22, 2019, the Company issued a convertible promissory note in the principal amount of $137,500. The note is unsecured, bears interest at 12% per annum, is due on January 22, 2020, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Deferred financing fees and original issuance discount on the note were $12,500. The derivative liability applied as a discount on the note was $125,000 and is accreted over the life of the note. As at June 30, 2019, the carrying value of the note was $59,897 and the fair value of the derivative liability was $202,332. During the six months ended June 30, 2019, the Company accreted $59,897 of the debt discount to finance costs. (n) On April 26, 2019, the Company entered into a note purchase and assignment agreement with two unrelated parties pursuant to a certain secured inventory convertible note issued on March 19, 2018 in the principal amount of $900,000. Refer to Note 9(f). Pursuant to this agreement, the seller desires to sell the balance owing under the Second and Third tranche of the original note in four separate closings on April 26, May 22, June 24, and July 24, 2019, totaling $84,396, $85,838, $120,490 and $122,866, respectively (consisting of $375,804 principal and $37,786 of accrued interest). As at June 30, 2019, $290,724 in principal and accrued interest had been assigned to the purchaser. As at June 30, 2019, the carrying value of the note was $290,724. (o) On May 7, 2019, the Company entered into a securities purchase agreement with an unrelated party pursuant to a certain secured inventory convertible promissory note issued on August 31, 2018 in the principal amount of $226,000. Refer to Note 9(k). Pursuant to this agreement, the investor desired to purchase from the Company the balance owing under the original note in four separate closings on or about May 7 and up to three additional tranches, each at the investor’s discretion. As at June 30, 2019, two tranches totaling $125,209 had been purchased by the investor. The derivative liability applied as a discount on the note was $125,209 and is accreted over the life of the note. As at June 30, 2019, the carrying value of the note was $9,605 and the fair value of the derivative liability was $166,881. During the six months ended June 30, 2019, the Company accreted $9,605 of the debt discount to finance costs. |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Note 10 – DERIVATIVE LIABILITIES The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Note 9 in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a multi-nominal lattice model. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. For the three and six months ended June 30, 2019, the Company recorded a gain on the change in fair value of derivative liability of $7,356,541 and $720,624, respectively (2018 – $6,013,778 and $397,517, respectively). As at June 30, 2019, the Company’s derivative liability had a balance of $1,717,939 (December 31, 2018 - $2,188,354). The following inputs and assumptions were used to value the derivative liabilities outstanding at June 30, 2019 and December 31, 2018, assuming no dividend yield: 2019 2018 Expected volatility 218 - 350 % 180 - 447 % Risk free interest rate 1.92 - 2.44 % 1.63 - 2.59 % Expected life (in years) 0.25 - 1.0 0.1 - 1.0 A summary of the activity of the derivative liabilities is shown below: $ Balance, December 31, 2018 2,188,354 New issuances 250,209 Mark to market adjustment (720,624 ) Balance, June 30, 2019 1,717,939 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Note 11 - LEASES The Company leases certain assets under lease agreements. The lease liability consists of a single lease for office space. Upon adoption of Topic 842, on January 1, 2019 the Company recognized right-of-use assets of $51,203 and lease liabilities of $47,118. The difference between the recorded operating lease assets and lease liabilities is mainly due to the reclassification of prepaid rent deposits. As of June 30, 2019, the lease had a remaining term of 0.92 years. Right-of-use assets have been included within fixed assets, net, and lease liabilities have been included in operating lease liability on the Company’s interim condensed consolidated balance sheet as follows: Right-of-use asset June 30, 2019 Right-of-use asset $ 51,203 Depreciation (18,072 ) Total right-of-use asset $ 33,131 Lease liability June 30, 2019 Lease liability $ 47,118 Lease payments (18,741 ) Interest 2,513 Change in foreign exchange rate 1,805 Total lease liability $ 32,695 Current portion $ 32,695 Long-term portion - Total lease liability $ 32,695 Operating lease liabilities are measured at the commencement date based on the present value of future lease payments. As the Company’s lease did not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The Company used a weighted average discount rate of 11.98% in determining its lease liabilities. The discount rate was derived from the Company’s assessment of current borrowings. Right-of-use assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Interest on operating lease liabilities for the three and six months ended June 30, 2019 was $1,125 and $2,513, respectively. Total payments for principal and interest on operating lease liabilities for the three and six months ended June 30, 2019 were $9,288 and $18,741, respectively. Future minimum lease payments to be paid by the Company as a lessee for operating leases as of June 30, 2019 for the next two years and thereafter are as follows: 2019 $ 18,919 2020 15,766 Total future minimum lease payments $ 34,685 Discount (1,990 ) Total $ 32,695 |
Mezzanine Equity
Mezzanine Equity | 6 Months Ended |
Jun. 30, 2019 | |
MEZZANINE EQUITY | |
Mezzanine Equity | Note 12 – MEZZANINE EQUITY Authorized 5,000,000 shares of convertible, redeemable Series C preferred shares authorized, each having a par value of $0.001 per share. Each share of Series C preferred shares is convertible into 10 shares of common stock. 1,000,000 shares of convertible, redeemable Series D preferred shares authorized, each having a par value of $0.001 per share. Each share of Series D preferred shares is convertible into 5 shares of common stock. 5,000,000 shares of convertible, redeemable Series E preferred shares authorized, each having a par value of $0.001 per share. Each share of Series E preferred shares is convertible into 4 shares of common stock. The Series C, D and E preferred shares are mandatorily redeemable upon a major transaction which includes a change in control. As a result, they are classified as mezzanine equity. Mezzanine equity transactions During the six months ended June 30, 2019, the Company did not have any mezzanine equity transactions. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Preferred Stock | Note 13 – PREFERRED STOCK Authorized 3,000,000 shares of Series A preferred shares authorized, each having a par value of $0.001 per share. 10,000 shares of Series B convertible preferred shares authorized, each having a par value of $0.001 per share. Each share of Series B convertible preferred shares is convertible into 1,000,000 shares of common stock. On March 26, 2019, the Company effected a reverse stock split of its shares of common stock on a four thousand (4,000) old for one (1) new basis. Preferred share amounts remained unchanged. Preferred Equity Transactions During the six months ended June 30, 2019, the Company did not have any preferred share equity transactions. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Common Stock | Note 14 – COMMON STOCK Authorized On March 26, 2019, the Company effected a reverse stock split of its shares of common stock on a four thousand (4,000) old for one (1) new basis. Upon effect of the reverse split, authorized capital decreased from 3,000,000,000 shares of common stock to 750,000 shares of common stock. Subsequently, on May 23, 2019, an increase in common shares to 150,000,000 was authorized, with a par value of $0.001. These consolidated financial statements give retroactive effect to such reverse stock split named above and all share and per share amounts have been adjusted accordingly, unless otherwise noted. There were 787,569 and 634,971 shares of common stock of the Company issued and outstanding as of June 30, 2019 and December 31, 2018, respectively. Each share of common stock is entitled to one (1) vote. Common Equity Transactions During the six months ended June 30, 2019 the Company had the following transactions: ● The Company issued an aggregate of 17,500 shares of common stock with a fair value of $19,600 in exchange for services. ● The Company issued an aggregate of 135,598 shares of common stock with a fair value of $215,274 upon the conversion of $87,020 of convertible debentures, accrued interest and accounts payable, as noted in Note 9, per the table below: Date Issued Common Shares Issued (#) Fair (1) Converted (2) Gain (loss) on January 22, 2019 10,189 $ 28,527 $ 15,690 $ (12,837 ) March 11, 2019 18,606 37,212 12,280 (24,932 ) March 15, 2019 27,137 54,238 17,898 (36,340 ) June 17, 2019 45,216 58,780 21,257 (37,523 ) June 27, 2019 34,450 36,517 19,895 (16,622 ) Total 135,598 $ 215,274 $ 87,020 $ (128,254 ) (1) Fair values are derived based on the closing price of the Company’s common stock on the date of the conversion notice. (2) Converted balance includes portions of principal, accrued interest, accounts payable, derivative liabilities, financing fees and interest penalties converted upon the issuance of shares of common stock. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15 – RELATED PARTY TRANSACTIONS As at June 30, 2019, the Company owed $216,579 ($283,632 CDN) (December 31, 2018 - $139,835 ($190,764 CDN)) to the President, CEO, and CFO of the Company for management fees and salaries, which has been recorded in trade and other payables. The amounts owed and owing are unsecured, non-interest bearing, and due on demand. During the six months ended June 30, 2019 the Company incurred $100,000 (2018 - $100,000) in salaries to the President, CEO, and CFO of the Company. As at June 30, 2019, the Company owed $13,325 ($17,450 CDN) (December 31, 2018 - $12,791 ($17,450 CDN)) to a company controlled by the son of the President, CEO, and CFO of the Company for subcontractor services. The balance owing has been recorded in trade and other payables. The amount owing is unsecured, non-interest bearing, and due on demand. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 16 – COMMITMENTS In the normal course of business, the Company indemnifies other parties, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed to hold the other parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and the Company’s bylaws contain similar indemnification obligations to the Company’s agents. It is not possible to determine the maximum potential amount under these indemnification agreements due to the Company’s limited history with prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements have not had a material effect on the Company’s operating results, financial position, or cash flows. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 17 – CONTINGENCIES On September 7, 2016, Chetu Inc. filed a Complaint for Damage in Florida to recover an unpaid invoice amount of $27,335 plus interest of $4,939. The invoice was not paid due to a service dispute. As at June 30, 2019, included in trade and other payables is $44,804 related to this unpaid invoice, interest and legal fees. On May 24, 2017, the Company received a notice of default from Coastal Investment Partners LLC (“Coastal”), on three 8% convertible promissory notes issued by the Company in aggregate principal amount of $261,389 and commenced a lawsuit on June 12, 2017 in the United States District Court, Southern District of New York. Refer to Note 9. Coastal alleges that the Company failed to deliver shares of common stock underlying the Coastal notes, and thus giving rise to an event of default. Coastal seeks damages in excess of $250,000 for breach of contact damages, and legal fees incurred by Coastal with respect to the lawsuit. This action is still pending but management’s assessment is that an unfavorable outcome is not probable. As at June 30, 2019, the principal balance and accrued interest on this convertible note is included on the consolidated balance sheet under convertible notes payable. On October 10, 2017, a vendor filed a complaint for breach of contract with Superior Court of the State of California. The complainant is alleging that it is contractually owed 462 shares of the Company’s common stock and is seeking damages of $270,000. In addition, a related vendor filed in the same filing a complaint for $72,000 as part of a consulting agreement the Company executed. No accrual has been recorded because the Company is of the opinion that no obligation exists since the vendors have not performed their contractual duties. The outcome of this breach is undecided and the company will defend its position if so required. On April 9, 2018, the Company received a share-reserve increase letter from JSJ Investments Inc. (“JSJ”) pursuant to the terms of a 10% convertible promissory note issued to the Company in the principal amount of $135,000. On April 24, 2018, the Company received a notice of default from JSJ for failure to comply with the share-reserve increase and on April 30, 2018 demanded payment in full of the default amount totaling $172,845. On May 7, 2018, JSJ commenced a lawsuit in the United States District Court, District of Dallas County, Texas. JSJ alleges that the Company failed to comply with the share-reserve increase letter, thus giving rise to an event of default, and failed to pay the outstanding default amount due under the terms of the note. JSJ seeks damages in excess of $200,000 but not more than $1,000,000, which consists of the principal amount of the note, default interest, and legal fees incurred by JSJ with respect to the lawsuit. This action is still pending but as at June 30, 2019, JSJ has negotiated a reduced amount with a private investor. As at June 30, 2019, the principal balance and accrued interest on this convertible note is included on the consolidated balance sheet under convertible notes payable. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 – SUBSEQUENT EVENTS Management has evaluated events subsequent to June 30, 2019, for transactions and other events that may require adjustment of and/or disclosure in such financial statements. On July 24, 2019, the Company issued 37,900 shares of common stock pursuant to the conversion of outstanding convertible debentures and related accrued interest. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) and with the instructions to Form 10-Q. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to U.S. GAAP rules and regulations for presentation of interim financial information. Therefore, the unaudited condensed interim consolidated financial statements should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Annual Report on the Form 10-K for the year ended December 31, 2018. Current and future financial statements may not be directly comparable to the Company’s historical financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. |
Principles of Consolidation | Principles of Consolidation The interim condensed consolidated financial statements include the accounts of DSG Global Inc. and its wholly-owned subsidiaries VTS and DSG UK, collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined. New estimates in the period relate to determining the Company’s estimated incremental borrowing rate in recognizing right-of-use assets and lease liabilities. Differences in the estimated incremental borrowing rate could result in materially different lease liabilities and right-of-use assets. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board, or FASB, established Topic 842, Leases, by issuing Accounting Standards Update (“ASU”) No. 2016-02, which requires lessors to classify leases as a sales-type, direct financing, or operating lease and requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The Company adopted the new standard effective January 1, 2019 and elected the modified retrospective for the transition. The Company elected the following practical expedients: ● Transition method practical expedient – permits the Company to use the effective date as the date of initial application. Upon adoption, the Company did not have a cumulative-effect adjustment to the opening balance of retained earnings. Financial information and disclosures for periods before January 1, 2019 were not updated. ● Package of practical expedients – permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs. This allowed the Company to continue classifying its leases at transition in substantially the same manner. ● Single component practical expedient – permits the Company to not separate lease and non-lease components of leases. Upon transition, rental income, expense reimbursement, and other were aggregated into a single line within rental and other revenues on the condensed consolidated statement of operations. ● Short-term lease practical expedient – permits the Company not to recognize leases with a term equal to or less than 12 months. Lessee Accounting The new standard requires lessees to recognize a right-of-use asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating at inception, with classification affecting the pattern and recording of expenses in the statement of operations. Upon transition the Company recognized lease assets and lease liabilities principally for its office lease. When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted-average incremental borrowing rate applied was 11.98%. Refer to Notes 5 and 11. |
Reclassification | Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow. |
Trade Receivables, Net (Tables)
Trade Receivables, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Receivables [Abstract] | |
Schedule of Trade Receivables | Note 4 – TRADE RECEIVABLES, NET As of June 30, 2019, and December 31, 2018, trade receivables consist of the following: June 30, 2019 December 31, 2018 Accounts receivables $ 272,132 $ 184,214 Allowance for doubtful accounts (44,782 ) (44,814 ) Total trade receivables, net $ 227,350 $ 139,400 |
Fixed Assets and Equipment on_2
Fixed Assets and Equipment on Lease (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | As of June 30, 2019 and December 31, 2018, fixed assets consisted of the following: June 30, 2019 December 31, 2018 Furniture and equipment $ 16,250 $ 20,509 Computer equipment 25,459 28,460 Right-of-use lease asset 51,203 - Accumulated depreciation (59,717 ) (48,100 ) $ 33,195 $ 869 |
Schedule of Equipment on Lease | As of June 30, 2019 and December 31, 2018, equipment on lease consisted of the following: June 30, 2019 December 31, 2018 Tags $ 126,042 $ 120,998 Text 27,858 26,743 Touch 23,076 22,152 Accumulated depreciation (174,856 ) (166,577 ) $ 2,120 $ 3,316 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following as of June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Intangible asset – Patent $ 22,353 $ 22,353 Accumulated depreciation (7,678 ) (7,064 ) $ 14,675 $ 15,289 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Trade and Other Payables | As of June 30, 2019, and December 31, 2018, trade and other payables consist of the following: June 30, 2019 December 31, 2018 Accounts payable $ 1,190,174 $ 978,770 Accrued expenses 252,502 245,737 Accrued interest 906,052 686,354 Other liabilities 20,072 (13,331 ) Total payables $ 2,368,800 $ 1,897,530 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | As of June 30, 2019 and December 31, 2018, loans payable consisted of the following: Loans Payable June 30, 2019 December 31, 2018 Unsecured, due on demand, interest at 15% per annum $ 190,896 $ 183,258 Unsecured, due on demand, interest at 36% per annum 46,701 44,830 Unsecured, loan payable, due on demand, interest at 18% per annum 317,500 317,500 Unsecured, loan payable, interest 10% per annum, with a minimum interest amount of $25,000, due on demand. 250,000 250,000 Unsecured share-settled debt, interest at 4.99% per month, due on May 7, 2019. 214,286 - $ 1,019,383 $ 795,588 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Assumptions Used Derivative Liabilities | The following inputs and assumptions were used to value the derivative liabilities outstanding at June 30, 2019 and December 31, 2018, assuming no dividend yield: 2019 2018 Expected volatility 218 - 350 % 180 - 447 % Risk free interest rate 1.92 - 2.44 % 1.63 - 2.59 % Expected life (in years) 0.25 - 1.0 0.1 - 1.0 |
Schedule of Derivative Liabilities Activity | A summary of the activity of the derivative liabilities is shown below: $ Balance, December 31, 2018 2,188,354 New issuances 250,209 Mark to market adjustment (720,624 ) Balance, June 30, 2019 1,717,939 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Interim Condensed Consolidated Balance Sheet for Lease | condensed consolidated balance sheet as follows: Right-of-use asset June 30, 2019 Right-of-use asset $ 51,203 Depreciation (18,072 ) Total right-of-use asset $ 33,131 Lease liability June 30, 2019 Lease liability $ 47,118 Lease payments (18,741 ) Interest 2,513 Change in foreign exchange rate 1,805 Total lease liability $ 32,695 Current portion $ 32,695 Long-term portion - Total lease liability $ 32,695 |
Schedule of Future Minimum Lease Payment for Lessee | Future minimum lease payments to be paid by the Company as a lessee for operating leases as of June 30, 2019 for the next two years and thereafter are as follows: 2019 $ 18,919 2020 15,766 Total future minimum lease payments $ 34,685 Discount (1,990 ) Total $ 32,695 |
Common Stock (Tables)
Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of Common Stock Conversion into Debt | Date Issued Common Shares Issued (#) Fair (1) Converted (2) Gain (loss) on January 22, 2019 10,189 $ 28,527 $ 15,690 $ (12,837 ) March 11, 2019 18,606 37,212 12,280 (24,932 ) March 15, 2019 27,137 54,238 17,898 (36,340 ) June 17, 2019 45,216 58,780 21,257 (37,523 ) June 27, 2019 34,450 36,517 19,895 (16,622 ) Total 135,598 $ 215,274 $ 87,020 $ (128,254 ) (1) Fair values are derived based on the closing price of the Company’s common stock on the date of the conversion notice. (2) Converted balance includes portions of principal, accrued interest, accounts payable, derivative liabilities, financing fees and interest penalties converted upon the issuance of shares of common stock. |
Organization (Details Narrative
Organization (Details Narrative) - $ / shares | Mar. 26, 2019 | Jun. 30, 2019 | May 23, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Issuance of reverse stock split shares of common stock | 4,000 | |||
Reverse stock split | The Company effected a reverse stock split of its shares of common stock on a four thousand (4,000) old for one (1) new basis. | |||
Common stock, shares authorized | 3,000,000,000 | 150,000,000 | 150,000,000 | 150,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Working capital deficit | $ 6,839,345 | $ 6,839,345 | |||
Accumulated deficit | (42,334,607) | (42,334,607) | $ (42,054,821) | ||
Net loss | $ 6,893,187 | $ 4,501,010 | (279,786) | $ (4,321,407) | |
Cash flows for operating activities | $ (248,239) | $ (991,604) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | Jan. 02, 2019 |
Accounting Policies [Abstract] | |
Weighted-average incremental borrowing rate | 11.98% |
Trade Receivables, Net - Schedu
Trade Receivables, Net - Schedule of Trade Receivables (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Accounts receivables | $ 272,132 | $ 184,214 |
Allowance for doubtful accounts | (44,782) | (44,814) |
Total trade receivables, net | $ 227,350 | $ 139,400 |
Fixed Assets and Equipment on_3
Fixed Assets and Equipment on Lease (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense for fixed assets and leased equipment | $ 10,593 | $ 1,937 | $ 20,207 | $ 8,348 |
Fixed Assets and Equipment on_4
Fixed Assets and Equipment on Lease - Schedule of Fixed Assets (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Accumulated depreciation | $ (59,717) | $ (48,100) |
Fixed assets, net | 33,195 | 869 |
Furniture and Equipment [Member] | ||
Fixed assets, gross | 16,250 | 20,509 |
Computer Equipment [Member] | ||
Fixed assets, gross | 25,459 | 28,460 |
Right-of-Use Lease Asset [Member] | ||
Fixed assets, gross | $ 51,203 |
Fixed Assets and Equipment on_5
Fixed Assets and Equipment on Lease - Schedule of Equipment on Lease (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Summary Of Significant Accounting Policies [Line Items] | ||
Accumulated depreciation | $ (174,856) | $ (166,577) |
Equipment on lease, net | 2,120 | 3,316 |
Tags [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Equipment on lease, gross | 126,042 | 120,998 |
Text [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Equipment on lease, gross | 27,858 | 26,743 |
Touch [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Equipment on lease, gross | $ 23,076 | $ 22,152 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 307 | $ 283 | $ 614 | $ 566 |
Patents [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Patent estimated useful life | 20 years | |||
Amortization method | straight-line basis |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible asset - Patent | $ 22,353 | $ 22,353 |
Accumulated depreciation | (7,678) | (7,064) |
Intangible assets, net | $ 14,675 | $ 15,289 |
Trade and Other Payables - Sche
Trade and Other Payables - Schedule of Trade and Other Payables (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,190,174 | $ 978,770 |
Accrued expenses | 252,502 | 245,737 |
Accrued interest | 906,052 | 686,354 |
Other liabilities | 20,072 | (13,331) |
Total payables | $ 2,368,800 | $ 1,897,530 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - Convertible Bridge Loan Agreement [Member] - USD ($) | Mar. 08, 2019 | Jun. 30, 2019 |
Share-settled loan bears interest rate | 4.99% | |
Debt due description | due in 60 days on May 7, 2019 | |
Debt discount rate | 30.00% | |
Share-settled redemption value of debt | $ 214,286 | |
Debt principal amount | $ 150,000 | |
Accumulated accretion | $ 64,286 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | ||
Loans Payable Current | $ 1,019,383 | $ 795,588 |
Loans Payable [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans Payable Current | 190,896 | 183,258 |
Loans Payable One [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans Payable Current | 46,701 | 44,830 |
Loans Payable Two [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans Payable Current | 317,500 | 317,500 |
Loans Payable Three [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans Payable Current | 250,000 | 250,000 |
Loans Payable Four [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans Payable Current | $ 214,286 |
Loans Payable - Schedule of L_2
Loans Payable - Schedule of Loans Payable (Details) (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Loans Payable [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest per annum | 15.00% | 15.00% |
Loans Payable One [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest per annum | 36.00% | 36.00% |
Loans Payable Two [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest per annum | 18.00% | 18.00% |
Loans Payable Three [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest per annum | 10.00% | 10.00% |
Minimum interest amount | $ 25,000 | $ 25,000 |
Loans Payable Four [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest per annum | 4.99% | |
Debt due date | May 7, 2019 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) - USD ($) | Jan. 22, 2019 | Aug. 31, 2018 | Jul. 16, 2018 | Jun. 18, 2018 | May 28, 2018 | May 08, 2018 | May 03, 2018 | Mar. 19, 2018 | Jul. 17, 2017 | Jun. 05, 2017 | May 25, 2017 | May 24, 2017 | May 08, 2017 | Nov. 10, 2016 | Jan. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Jul. 24, 2019 | Jun. 26, 2019 | Jun. 24, 2019 | May 22, 2019 | May 07, 2019 | Apr. 26, 2019 | Mar. 19, 2019 | May 07, 2017 | Aug. 25, 2015 | Jun. 30, 2015 |
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from note payable | $ 275,000 | $ 967,000 | ||||||||||||||||||||||||||||
Debt conversion amount | 87,020 | |||||||||||||||||||||||||||||
Fair value of common shares issued | $ 788 | 788 | $ 634 | |||||||||||||||||||||||||||
Gain / Loss on settlement of debt | (54,145) | $ (768,964) | (128,254) | (2,164,231) | ||||||||||||||||||||||||||
Accrued interest | 906,052 | 906,052 | 686,354 | |||||||||||||||||||||||||||
Convertible Note [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 72,500 | $ 72,500 | $ 72,500 | |||||||||||||||||||||||||||
Number of common shares issued for conversion | 53 | 25 | ||||||||||||||||||||||||||||
Debt conversion amount | $ 57,000 | $ 10,500 | $ 5,000 | |||||||||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | 10.00% | ||||||||||||||||||||||||||||
Debt conversion price per share | $ 244 | |||||||||||||||||||||||||||||
Convertible debt agreement value | $ 135,000 | $ 110,000 | ||||||||||||||||||||||||||||
Debt instrument, description | (i) 55% multiplied by the lowest trading price during the previous twenty trading day period ending on the latest complete trading day prior to the date of this note and (ii) $244. | (i) 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of this note and (ii) the alternate conversion price which means 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the conversion date | ||||||||||||||||||||||||||||
Debt maturity date | Jul. 17, 2018 | Dec. 5, 2017 | ||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | 55.00% | ||||||||||||||||||||||||||||
Deferred financing fees | $ 16,500 | $ 7,000 | ||||||||||||||||||||||||||||
Derivative liability | $ 118,500 | 103,000 | ||||||||||||||||||||||||||||
Debt discount | $ 103,000 | |||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face value | 9,487 | 9,487 | $ 9,487 | |||||||||||||||||||||||||||
Number of common shares issued for conversion | 51,749 | |||||||||||||||||||||||||||||
Debt conversion amount | $ 35,000 | |||||||||||||||||||||||||||||
Deferred financing fees | 37,448 | |||||||||||||||||||||||||||||
Fair value of common shares issued | 524,487 | |||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | $ 452,039 | |||||||||||||||||||||||||||||
Convertible Promissory Note Two [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 25,000 | |||||||||||||||||||||||||||||
Debt conversion amount | $ 53,530 | |||||||||||||||||||||||||||||
Fair value of derivative liability | 121,485 | 121,485 | 106,863 | |||||||||||||||||||||||||||
Derivative liability | 81,470 | 81,470 | 81,470 | |||||||||||||||||||||||||||
Fair value of common shares issued | 227,222 | |||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 173,692 | |||||||||||||||||||||||||||||
Accrued interest | 64,282 | 64,282 | ||||||||||||||||||||||||||||
Convertible Promissory Note Three [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 12.00% | |||||||||||||||||||||||||||||
Convertible debt agreement value | $ 300,000 | $ 900,000 | ||||||||||||||||||||||||||||
Debt instrument, description | The note is unsecured, bears interest at 12% per annum, is due 184 days upon receipt, and is convertible into common shares after 180 days from issuance date at a conversion price equal to the lessor of: (i) the lowest trading price during the previous fifteen trading days prior to the date of the promissory note; or (ii) 55% of the lowest trading price during the previous fifteen days prior to the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | |||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | |||||||||||||||||||||||||||||
Derivative liability | $ 270,000 | |||||||||||||||||||||||||||||
Debt discount | 30,000 | |||||||||||||||||||||||||||||
Accrued interest | $ 15,978 | |||||||||||||||||||||||||||||
Debt principal payments | $ 5,562 | |||||||||||||||||||||||||||||
Debt instrument periodic payment per week | 27,812 | |||||||||||||||||||||||||||||
Convertible Promissory Note Three [Member] | First Tranche [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face value | 300,000 | |||||||||||||||||||||||||||||
Proceeds from note payable | $ 270,000 | |||||||||||||||||||||||||||||
Convertible Promissory Note Three [Member] | Second Tranche [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face value | 166,667 | $ 166,667 | $ 166,667 | |||||||||||||||||||||||||||
Proceeds from convertible debt | 146,500 | |||||||||||||||||||||||||||||
Convertible debt agreement value | 166,667 | |||||||||||||||||||||||||||||
Fair value of derivative liability | 87,975 | 87,975 | 229,951 | |||||||||||||||||||||||||||
Derivative liability | 150,000 | |||||||||||||||||||||||||||||
Debt discount | 16,667 | |||||||||||||||||||||||||||||
Accrued interest | 3,567 | 3,567 | ||||||||||||||||||||||||||||
Legal fees | $ 3,500 | |||||||||||||||||||||||||||||
Debt discount | 52,536 | |||||||||||||||||||||||||||||
Convertible Promissory Note Three [Member] | Third Tranche [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face value | $ 198,333 | 120,489 | 120,489 | 181,087 | $ 77,844 | |||||||||||||||||||||||||
Proceeds from convertible debt | 125,000 | |||||||||||||||||||||||||||||
Fair value of derivative liability | 100,506 | 100,506 | 231,250 | |||||||||||||||||||||||||||
Derivative liability | 125,000 | |||||||||||||||||||||||||||||
Debt discount | 19,833 | |||||||||||||||||||||||||||||
Accrued interest | $ 42,656 | |||||||||||||||||||||||||||||
Legal fees | $ 53,500 | |||||||||||||||||||||||||||||
Debt discount | 17,246 | |||||||||||||||||||||||||||||
Convertible Promissory Note Four [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face value | 5,000 | 5,000 | $ 5,000 | |||||||||||||||||||||||||||
Debt conversion price per share | $ 0.20 | |||||||||||||||||||||||||||||
Convertible debt agreement value | $ 15,000 | |||||||||||||||||||||||||||||
Number of common shares issued for conversion | 1,558 | |||||||||||||||||||||||||||||
Debt conversion amount | $ 10,000 | |||||||||||||||||||||||||||||
Fair value of derivative liability | 3,076 | 3,076 | 2,714 | |||||||||||||||||||||||||||
Debt maturity date | Aug. 16, 2018 | |||||||||||||||||||||||||||||
Lowest trading price, percentage | 75.00% | |||||||||||||||||||||||||||||
Fair value of common shares issued | 19,937 | |||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 9,937 | |||||||||||||||||||||||||||||
Convertible Promissory Note Five [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face value | 51,500 | 51,500 | 44,223 | |||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | |||||||||||||||||||||||||||||
Convertible debt agreement value | $ 51,500 | |||||||||||||||||||||||||||||
Fair value of derivative liability | 46,432 | 46,432 | 44,543 | |||||||||||||||||||||||||||
Debt maturity date | Feb. 8, 2019 | |||||||||||||||||||||||||||||
Lowest trading price, percentage | 32.00% | |||||||||||||||||||||||||||||
Debt discount | 7,277 | 9,889 | ||||||||||||||||||||||||||||
Convertible Promissory Note Six [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face value | 180,000 | 180,000 | 141,522 | |||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | |||||||||||||||||||||||||||||
Convertible debt agreement value | $ 180,000 | |||||||||||||||||||||||||||||
Fair value of derivative liability | 160,460 | 160,460 | 165,742 | |||||||||||||||||||||||||||
Debt maturity date | Feb. 28, 2019 | |||||||||||||||||||||||||||||
Lowest trading price, percentage | 32.00% | |||||||||||||||||||||||||||||
Debt discount | 38,478 | 21,522 | ||||||||||||||||||||||||||||
Convertible Promissory Note Seven [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | |||||||||||||||||||||||||||||
Convertible debt agreement value | $ 168,721 | 88,725 | $ 88,725 | $ 102,049 | ||||||||||||||||||||||||||
Debt instrument, description | Conversion price equal to the lesser of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest is accrued will be and payable at the time of promissory note repayment. | |||||||||||||||||||||||||||||
Number of common shares issued for conversion | 34,450 | 43,750 | ||||||||||||||||||||||||||||
Debt conversion amount | $ 13,324 | $ 66,672 | ||||||||||||||||||||||||||||
Fair value of derivative liability | 43,846 | 43,846 | 53,896 | |||||||||||||||||||||||||||
Debt maturity date | Aug. 2, 2018 | |||||||||||||||||||||||||||||
Derivative liability | $ 25,824 | |||||||||||||||||||||||||||||
Fair value of common shares issued | 36,517 | 36,517 | 185,200 | |||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 16,622 | 112,875 | ||||||||||||||||||||||||||||
Accrued interest | 6,571 | 6,571 | 5,653 | |||||||||||||||||||||||||||
Debt discount | 73,669 | |||||||||||||||||||||||||||||
Convertible Promissory Note Eight [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face value | $ 125,209 | |||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 12.00% | |||||||||||||||||||||||||||||
Convertible debt agreement value | $ 226,000 | 81,597 | 81,597 | 75,540 | ||||||||||||||||||||||||||
Debt instrument, description | Conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | |||||||||||||||||||||||||||||
Fair value of derivative liability | $ 200,000 | 129,531 | 129,531 | 305,890 | ||||||||||||||||||||||||||
Debt maturity date | Aug. 31, 2019 | |||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | |||||||||||||||||||||||||||||
Deferred financing fees | $ 26,000 | |||||||||||||||||||||||||||||
Debt discount | 131,266 | |||||||||||||||||||||||||||||
Convertible Promissory Note Nine [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Convertible debt agreement value | 273,978 | $ 273,978 | 315,978 | |||||||||||||||||||||||||||
Number of common shares issued for conversion | 55,915 | |||||||||||||||||||||||||||||
Debt conversion amount | $ 42,000 | |||||||||||||||||||||||||||||
Fair value of derivative liability | 362,395 | 362,395 | 426,173 | |||||||||||||||||||||||||||
Fair value of common shares issued | 119,977 | 119,977 | ||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 74,109 | |||||||||||||||||||||||||||||
Accrued interest | 3,868 | 3,868 | ||||||||||||||||||||||||||||
Convertible Promissory Note Nine [Member] | First Tranche [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 12.00% | |||||||||||||||||||||||||||||
Convertible debt agreement value | $ 315,978 | |||||||||||||||||||||||||||||
Debt instrument, description | Conversion price equal to the lessor of: (i) the lowest trading price during the previous fifteen trading days prior to the date of the promissory note; or (ii) 55% of the lowest trading price during the previous fifteen days prior to the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | |||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | |||||||||||||||||||||||||||||
Convertible Promissory Note Ten [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face value | $ 137,500 | 59,897 | 59,897 | |||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 12.00% | |||||||||||||||||||||||||||||
Debt maturity date | Jan. 22, 2020 | |||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | |||||||||||||||||||||||||||||
Deferred financing fees | $ 12,500 | |||||||||||||||||||||||||||||
Derivative liability | $ 125,000 | 202,332 | 202,332 | |||||||||||||||||||||||||||
Debt discount | 59,897 | |||||||||||||||||||||||||||||
Convertible Promissory Note Eleven [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face value | 375,804 | 375,804 | $ 900,000 | |||||||||||||||||||||||||||
Convertible debt agreement value | 290,724 | 290,724 | $ 120,490 | $ 85,838 | $ 84,396 | |||||||||||||||||||||||||
Accrued interest | 37,786 | 37,786 | ||||||||||||||||||||||||||||
Convertible Promissory Note Eleven [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 122,866 | |||||||||||||||||||||||||||||
Convertible Promissory Note Twelve [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face value | $ 226,000 | |||||||||||||||||||||||||||||
Convertible debt agreement value | 9,605 | 9,605 | ||||||||||||||||||||||||||||
Derivative liability | 166,881 | 166,881 | ||||||||||||||||||||||||||||
Debt discount | 9,605 | |||||||||||||||||||||||||||||
Convertible Promissory Note Twelve [Member] | Second Tranche [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Convertible debt agreement value | 125,209 | 125,209 | ||||||||||||||||||||||||||||
Derivative liability | 125,209 | 125,209 | ||||||||||||||||||||||||||||
Non-related Party [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 8.00% | |||||||||||||||||||||||||||||
Debt conversion price per share | $ 480 | |||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 125,000 | |||||||||||||||||||||||||||||
Convertible debt agreement value | $ 138,889 | |||||||||||||||||||||||||||||
Debt mature term | 9 months | |||||||||||||||||||||||||||||
Debt original issue discount, percentage | 8.00% | |||||||||||||||||||||||||||||
Right to redeem value | $ 62,500 | |||||||||||||||||||||||||||||
Notes | 40,000 | |||||||||||||||||||||||||||||
Proceeds from note payable | $ 1 | |||||||||||||||||||||||||||||
Debt instrument, description | The convertible promissory note is exchanged or converted into a revolving credit facility with the lender, whereupon the two $10,000 convertible note balances shall be rolled into such credit facility. | |||||||||||||||||||||||||||||
Non-related Party [Member] | Secured Convertible Note [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 10,000 | |||||||||||||||||||||||||||||
Convertible debt agreement value | 50,000 | |||||||||||||||||||||||||||||
Non-related Party [Member] | Another Secured Convertible Note [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 75,000 | |||||||||||||||||||||||||||||
Non-related Party [Member] | Secured Convertible Note One [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 1.50% | |||||||||||||||||||||||||||||
Non-related Party [Member] | Secured Convertible Note One [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 18.00% | |||||||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face value | 310,000 | 310,000 | 310,000 | $ 310,000 | ||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 5.00% | |||||||||||||||||||||||||||||
Debt conversion price per share | $ 1.25 | |||||||||||||||||||||||||||||
Third Party [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face value | 250,000 | 250,000 | 250,000 | $ 250,000 | ||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | |||||||||||||||||||||||||||||
Debt conversion price per share | $ 7,000 | |||||||||||||||||||||||||||||
Third Party Notes [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face value | 245,889 | 245,889 | 245,889 | |||||||||||||||||||||||||||
Fair value of derivative liability | $ 307,641 | $ 307,641 | 606,710 | |||||||||||||||||||||||||||
Unrelated Note Holder [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Note extinguishment amount | $ 75,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Change in fair value of derivative liabilities | $ 7,356,541 | $ 6,013,778 | $ 720,624 | $ 397,517 | |
Derivative liability | $ 1,717,939 | $ 1,717,939 | $ 2,188,354 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Assumptions Used Derivative Liabilities (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Minimum [Member] | Measurement Input, Price Volatility [Member] | ||
Expected volatility | 218.00% | 180.00% |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Risk free interest rate | 1.92% | 1.63% |
Minimum [Member] | Measurement Input, Expected Term [Member] | ||
Expected life (in years) | 2 months 30 days | 1 month 6 days |
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||
Expected volatility | 350.00% | 447.00% |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Risk free interest rate | 2.44% | 2.59% |
Maximum [Member] | Measurement Input, Expected Term [Member] | ||
Expected life (in years) | 1 year | 1 year |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Derivative Liabilities Activity (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative liabilities, beginning balance | $ 2,188,354 |
New issuances | 250,209 |
Mark to market adjustment | (720,624) |
Derivative liabilities, ending balance | $ 1,717,939 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Jan. 02, 2019 | |
Leases [Abstract] | |||
Right-of-use assets | $ 51,203 | $ 51,203 | $ 51,203 |
Lease liabilities | $ 32,695 | $ 32,695 | $ 47,118 |
Operating lease remaining terms | 11 months 1 day | 11 months 1 day | |
Operating lease, weighted average discount rate, percent | 11.98% | ||
Interest on operating lease liabilities | $ 2,513 | $ 1,125 | |
Operating lease payments | $ 18,741 | $ 9,288 |
Leases - Schedule of Interim Co
Leases - Schedule of Interim Condensed Consolidated Balance Sheet for Lease (Details) - USD ($) | Jun. 30, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
Right-of-use asset | $ 51,203 | $ 51,203 | |
Depreciation | (18,072) | ||
Total right-of-use asset | 33,131 | ||
Lease liability | 47,118 | ||
Lease payments | (18,741) | ||
Interest | 2,513 | ||
Change in foreign exchange rate | 1,805 | ||
Total lease liability | 32,695 | $ 47,118 | |
Current portion | 32,695 | ||
Long-term portion |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payment for Lessee (Details) - USD ($) | Jun. 30, 2019 | Jan. 02, 2019 |
Leases [Abstract] | ||
2019 | $ 18,919 | |
2020 | 15,766 | |
Total future minimum lease payments | 34,685 | |
Discount | (1,990) | |
Total | $ 32,695 | $ 47,118 |
Mezzanine Equity (Details Narra
Mezzanine Equity (Details Narrative) | Jun. 30, 2019$ / sharesshares |
Convertible Redeemable Series C Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock par value | $ / shares | $ 0.001 |
Conversion of convertible preferred stock | 10 |
Convertible Redeemable Series D Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock par value | $ / shares | $ 0.001 |
Conversion of convertible preferred stock | 5 |
Convertible Redeemable Series E Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock par value | $ / shares | $ 0.001 |
Conversion of convertible preferred stock | 4 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - $ / shares | Mar. 26, 2019 | Jun. 30, 2019 |
Reverse stock split, description | The Company effected a reverse stock split of its shares of common stock on a four thousand (4,000) old for one (1) new basis. | |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3,000,000 | |
Preferred stock par value | $ 0.001 | |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | |
Preferred stock par value | $ 0.001 | |
Conversion of convertible preferred stock | 1,000,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Mar. 26, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | May 23, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||||||||
Reverse stock split | The Company effected a reverse stock split of its shares of common stock on a four thousand (4,000) old for one (1) new basis. | |||||||
Common stock, shares authorized | 3,000,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock, shares issued | 787,569 | 787,569 | 634,471 | |||||
Common stock, shares outstanding | 787,569 | 787,569 | 634,471 | |||||
Common stock voting right | Each share of common stock is entitled to one (1) vote. | |||||||
Stock issued during period, shares, issued for services | 17,500 | |||||||
Stock issued during period, value, issued for services | $ 19,600 | $ 19,600 | ||||||
Shares issued on conversion of debt, shares | 135,598 | |||||||
Shares issued on conversion of debt | $ 95,298 | $ 119,977 | $ 1,172,277 | $ 1,803,141 | $ 215,275 | |||
Debt conversion amount | $ 87,020 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Stock Conversion into Debt (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | ||
Business Acquisition [Line Items] | ||||||
Common Shares Issued | 135,598 | |||||
Fair Value | $ 95,298 | $ 119,977 | $ 1,172,277 | $ 1,803,141 | $ 215,275 | |
Converted Balance | $ 87,020 | |||||
Common Stock One [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Date Issued | Jan. 22, 2019 | |||||
Common Shares Issued | 10,189 | |||||
Fair Value | [1] | $ 28,527 | ||||
Converted Balance | [2] | 15,690 | ||||
Gain (loss) on Conversion | $ (12,837) | |||||
Common Stock Two [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Date Issued | Mar. 11, 2019 | |||||
Common Shares Issued | 18,606 | |||||
Fair Value | [1] | $ 37,212 | ||||
Converted Balance | [2] | 12,280 | ||||
Gain (loss) on Conversion | $ (24,932) | |||||
Common Stock Three [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Date Issued | Mar. 15, 2019 | |||||
Common Shares Issued | 27,137 | |||||
Fair Value | [1] | $ 54,238 | ||||
Converted Balance | [2] | 17,898 | ||||
Gain (loss) on Conversion | $ (36,340) | |||||
Common Stock Four [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Date Issued | Jun. 17, 2019 | |||||
Common Shares Issued | 45,216 | |||||
Fair Value | [1] | $ 58,780 | ||||
Converted Balance | [2] | 21,257 | ||||
Gain (loss) on Conversion | $ (37,523) | |||||
Common Stock Five [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Date Issued | Jun. 27, 2019 | |||||
Common Shares Issued | 34,450 | |||||
Fair Value | [1] | $ 36,517 | ||||
Converted Balance | [2] | 19,895 | ||||
Gain (loss) on Conversion | $ (16,622) | |||||
Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common Shares Issued | 135,598 | |||||
Fair Value | [1] | $ 215,274 | ||||
Converted Balance | [2] | 87,020 | ||||
Gain (loss) on Conversion | $ (128,254) | |||||
[1] | Fair values are derived based on the closing price of the Company's common stock on the date of the conversion notice. | |||||
[2] | Converted balance includes portions of principal, accrued interest, accounts payable, derivative liabilities, financing fees and interest penalties converted upon the issuance of shares of common stock. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2019CAD ($) | Dec. 31, 2018CAD ($) | |
President, CEO and CFO [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions owed amount | $ 216,579 | $ 139,835 | ||
Management fee expenses | 100,000 | 100,000 | ||
President, CEO and CFO [Member] | CAD [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions owed amount | $ 283,632 | $ 190,764 | ||
Son of the President, CEO and CFO [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions owed amount | $ 13,325 | $ 12,791 | ||
Son of the President, CEO and CFO [Member] | CAD [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions owed amount | $ 17,450 | $ 17,450 |
Contingencies (Details Narrativ
Contingencies (Details Narrative) - USD ($) | Apr. 30, 2018 | Oct. 10, 2017 | May 24, 2017 | Sep. 07, 2016 | Jun. 30, 2019 | Apr. 09, 2018 |
Damages in excess | $ 270,000 | |||||
Number of common stock shares issued | 462 | |||||
Minimum [Member] | ||||||
Damages in excess | $ 200,000 | |||||
Maximum [Member] | ||||||
Damages in excess | 1,000,000 | |||||
Consulting Agreement [Member] | ||||||
Litigation settlement | $ 72,000 | |||||
Chetu Inc. [Member] | ||||||
Litigation settlement | $ 27,335 | |||||
Litigation settlement interest | $ 4,939 | |||||
Other payables | $ 44,804 | |||||
Coastal Investment Partners LLC [Member] | Three 8% Convertible Promissory Notes [Member] | ||||||
Debt principal amount | $ 261,389 | |||||
Damages in excess | $ 250,000 | |||||
JSJ Investments Inc [Member] | 10% Convertible Promissory Notes [Member] | ||||||
Litigation settlement interest | $ 172,845 | |||||
Debt principal amount | $ 135,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - shares | Jul. 24, 2019 | Jun. 30, 2019 |
Subsequent Event [Line Items] | ||
Shares issued on conversion of debt, shares | 135,598 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Shares issued on conversion of debt, shares | 37,900 |