Stealth (STTH) 10-Q/A 2 Jun 17 2017 Q1 Quarterly report (amended) Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 06, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	Stealth Technologies, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		97,793,278
Amendment Flag	true
Amendment Description	The sole purpose of this Amendment to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2017 is to furnish the Interactive Data File exhibits pursuant to Rule 405 of Regulation S-T. No other changes have been made to this Form 10-Q and this Amendment has not been updated to reflect events occurring subsequent to the filing of this Form 10-Q.
Entity Central Index Key	1,496,818
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2017	Dec. 31, 2016
ASSETS
Cash	$ 211,940	$ 456,967
Accounts receivable	463,421	853,755
Accounts receivable – related party	139,544	59,926
Prepaid expenses	192,725	162,725
Prepaid expenses – related party	413
Inventory	396,403	396,518
Total Current Assets	1,404,446	1,929,891
Intangible assets, net	66,051	102,337
Total Assets	1,470,497	2,032,228
Current Liabilities
Accounts payable and accrued liabilities	955,542	1,120,632
Accounts payable – related party		9,587
Deferred revenue	146,250	146,370
Derivative liabilities	2,340	1,944
Loans payable	120,000	120,000
Due to related parties	141,714	163,798
Liability for shares issuable – related party	1,191,960	843,616
Convertible debentures	32,613	70,000
Total Current Liabilities	2,590,419	2,475,947
STOCKHOLDERS' DEFICIT
Preferred Stock Authorized: 500,000,000 preferred shares with a par value of $0.001 per share Issued and outstanding: 1,000,000 preferred shares	1,000	1,000
Common Stock Authorized: 750,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 97,793,278 and 96,593,278 common shares, respectively	97,793	96,593
Additional paid-in capital	2,517,516	2,486,716
Accumulated deficit	(3,736,231)	(3,028,028)
Total Stockholders' Deficit	(1,119,922)	(443,719)
Total Liabilities and Stockholders' Deficit	$ 1,470,497	$ 2,032,228

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Preferred Stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred Stock, shares authorized	500,000,000	500,000,000
Preferred Stock, shares issued	1,000,000	1,000,000
Preferred Stock, shares outstanding	1,000,000	1,000,000
Common Stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common Stock, shares authorized	750,000,000	750,000,000
Common Stock, issued	97,793,278	96,593,278
Common Stock, outstanding	97,793,278	96,593,278

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue of goods	$ 669,257	$ 1,303,290
Revenue of services – related party	79,502	119,494
Total revenue	748,759	1,422,784
Cost of goods sold	(391,899)	(491,949)
Gross Margin	356,860	930,835
Operating Expenses
Amortization	36,286	36,689
Consulting	63,115	949,841
General and administrative	370,841	525,069
Payroll	137,767	187,439
Professional fees	62,320	51,293
Research and development	38,002
Total Operating Expenses	708,331	1,750,331
Loss Before Other Income (Expense)	(351,471)	(819,496)
Other Income (Expense)
Gain (loss) on change in fair value of derivative liabilities	(396)	350,986
Interest expense	(2,992)	(28,196)
Make whole expense with related party	(348,344)	(389,144)
Other expense	(5,000)
Total Other Income (Expense)	(356,732)	(66,354)
Net Loss	$ (708,203)	$ (885,850)
Net Loss per Share – Basic and Diluted (in Dollars per share)	$ (0.01)	$ (0.01)
Weighted Average Shares Outstanding – Basic and diluted (in Shares)	97,372,167	63,979,657

Consolidated Statements of Cash

Consolidated Statements of Cashflows (Unaudited) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 24, 2017	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Net loss for the period		$ (708,203)	$ (885,850)
Amortization of intangible assets		36,286	36,689
Change in fair value of make whole expense with related party		348,344	389,144
Imputed interest			1,496
Issuance of shares for consulting services	$ 25,000	32,000		$ 671,830
Liability for shares issuable – related party			919,392
Loss (gain) on change in fair value of derivative liabilities		396	(350,986)
Accounts receivable		390,334	373,221
Accounts receivable – related party		(79,618)	(106,994)
Prepaid expenses		(30,000)	(15,000)
Prepaid expense – related party		(413)
Inventory		115	(152,332)
Prepaid inventory			297,305
Accounts payable and accrued liabilities		(165,090)	160,563
Accounts payable – related party		(9,587)	(195,980)
Deferred revenue		(120)
Due to related parties		(22,084)	(17,200)
Net cash provided by (used in) operating activities		(207,640)	453,468
Repayments of loans payable			(19,491)
Repayments of convertible debentures		(37,387)	(90,000)	(180,000)
Net cash used in financing activities		(37,387)	(109,491)
Increase (decrease) in cash		(245,027)	343,977
Cash, beginning of period	$ 456,967	456,967	388,183	388,183
Cash, end of period		211,940	$ 732,160	$ 456,967
Supplemental Disclosures
Interest paid		$ 2,613

1. Nature of Operations and Con

1. Nature of Operations and Continuance of Business	3 Months Ended
	Mar. 31, 2017
Natureof Operationsand Substantial Doubt About Going Concern [Abstract]
Nature of Operations and Substantial Doubt about Going Concern	1. Nature of Operations and Continuance of Business Stealth Technologies, Inc. (formerly Excelsis Investments, Inc.) (the "Company") was incorporated in the state of Nevada on May 27, 2010 under the name "Pub Crawl Holdings, Inc". On June 14, 2010, the Company entered into an Assignment Agreement (the "Acquisition") with PB PubCrawl.com LLC ("PubCrawl"), a California limited liability company, whereby the Company acquired a 100% interest in the member shares of PubCrawl in exchange for 500,000 common shares of the Company. The Acquisition was accounted for in accordance with ASC 805-50, Related Issues, as the companies were under common control prior to acquisition. On September 3, 2012, the Company sold their rights to PubCrawl to the former President and Director of the Company. On November 28, 2012, the Company acquired 100% of the members shares of Stealth Card Inc. (formerly Mobile Dynamic Marketing, Inc.) ("Stealth Card"), a company incorporated in the state of Florida on November 6, 2012, in exchange for the issuance of 1,000,000 common shares. As part of the acquisition, the Company cancelled 15,000,000 issued and outstanding common shares held by the former President and Director of the Company and the management and directors of Stealth Card acquired 7,500,000 common shares of the Company in a private transaction with the former President and Director of the Company. Effectively, Stealth Card held 73% of the issued and outstanding common shares of the Company and the transaction has been accounted for as a reverse merger, where Stealth Card is deemed to be the acquirer for accounting purposes. On March 11, 2014, the Company announced its name change from Pub Crawl Holdings to Excelsis Investments, Inc. On September 1, 2014, the Company entered into a purchase agreement with a non-related party to purchase intangible assets by issuing 30% of the outstanding common shares of the Company as determined on an as-converted, fully-diluted basis, which shall not be subject to dilution by any future issuances for the purchase of 3,000 customer accounts The Company is recognizing the revenue generated from the intangible asset on a net basis. On November 5, 2014, the Company entered into share exchange agreement with a former officer of the Company in regards to common shares in the Company's wholly-owned subsidiaries, Career Start, Inc ("CSI") and Career Start Management ("CSM"), private corporations incorporated in the state of Florida and New York, respectively. Under the terms of the agreement, the Company received 3,111,429 shares of the Company held by the former officer in exchange for 100% of the issued and outstanding common shares of CSI and CSM. Subsequent to the disposal of the subsidiaries, the Company has turned its focus on the development and retail of stealth cards, a product meant to block RFID (Radio Frequency Identifier Signal) chipped cards from being read when placed in the correct orientation to help users secure their personal information. On March 14, 2016, the Company incorporated a new wholly owned subsidiary, Safety Technologies Inc., a Nevada company. The Company's intention is to sell products other than the stealth cards, through the subsidiary. As at June 30, 2016, there has been no activity within the subsidiary. On May 19, 2016, the Company's wholly-owned subsidiary, Mobile Dynamic Marketing, Inc. changed its name to Stealth Card Inc. On May 26, 2016, the Company changed its name from Excelsis Investments Inc. to Stealth Technologies, Inc. Stealth Technologies, Inc. (formerly Excelsis Investments, Inc.) (the "Company") was incorporated in the state of Nevada on May 27, 2010 under the name "Pub Crawl Holdings, Inc". On June 14, 2010, the Company entered into an Assignment Agreement (the "Acquisition") with PB PubCrawl.com LLC ("PubCrawl"), a California limited liability company, whereby the Company acquired a 100% interest in the member shares of PubCrawl in exchange for 500,000 common shares of the Company. The Acquisition was accounted for in accordance with ASC 805-50, Related Issues, as the companies were under common control prior to acquisition. On September 3, 2012, the Company sold their rights to PubCrawl to the former President and Director of the Company. On November 28, 2012, the Company acquired 100% of the members shares of Stealth Card Inc. (formerly Mobile Dynamic Marketing, Inc.) ("Stealth Card"), a company incorporated in the state of Florida on November 6, 2012, in exchange for the issuance of 1,000,000 common shares. As part of the acquisition, the Company cancelled 15,000,000 issued and outstanding common shares held by the former President and Director of the Company and the management and directors of Stealth Card acquired 7,500,000 common shares of the Company in a private transaction with the former President and Director of the Company. Effectively, Stealth Card held 73% of the issued and outstanding common shares of the Company and the transaction has been accounted for as a reverse merger, where Stealth Card is deemed to be the acquirer for accounting purposes. On March 11, 2014, the Company announced its name change from Pub Crawl Holdings to Excelsis Investments, Inc. In fiscal 2014, the Company turned its focus on the development and retail of stealth cards, a product meant to block RFID (Radio Frequency Identifier Signal) chipped cards from being read when placed in the correct orientation to help users secure their personal information. On March 14, 2016, the Company incorporated a new wholly owned subsidiary, Safety Technologies Inc., a Nevada company. The Company's intention is to sell products other than the stealth cards, through the subsidiary. As at June 30, 2016, there has been no activity within the subsidiary. On May 19, 2016, the Company's wholly-owned subsidiary, Mobile Dynamic Marketing, Inc. changed its name to Stealth Card Inc. On May 26, 2016, the Company changed its name from Excelsis Investments Inc. to Stealth Technologies, Inc. These consolidated interim financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at March 31, 2017, the Company has a working capital deficit of $1,185,973 and an accumulated deficit of $3,736,231. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company's future operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These 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.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	2. Summary of Significant Accounting Policies a) Basis of Presentation and Principles of Consolidation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") and are expressed in U.S. dollars. These consolidated financial statements comprise the accounts of the Company and its wholly-owned subsidiary, Safety Technologies Inc., a Nevada company. All intercompany transactions have been eliminated on consolidation. The Company's fiscal year end is December 31. b) Interim Consolidated Financial Statements These interim unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's consolidated financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. These unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016. c) Accounts Receivable Accounts receivable represents amounts owed from customers for the sale of stealth cards and 911 buttons. Amounts are presented net of the allowance for doubtful accounts, which represents the Company's best estimate of the amount of probable credit losses in the existing accounts receivable balance. The Company determines allowance for doubtful accounts based upon historical experience and current economic conditions. The Company reviews the adequacy of its allowance for doubtful accounts on a regular basis. As of March 31, 2017 and December 31, 2016, the Company had no allowances for doubtful accounts. d) Inventory Inventory is comprised of stealth cards and 911 buttons purchased for resell, and is recorded at the lower of cost or net realizable value on a first-in first-out basis. The Company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future and market conditions. e) Intangible Assets Intangible assets are stated at cost less accumulated amortization and are comprised of customer accounts acquired with an useful life of three years and amortized straight line over three years and patent and trademark development costs, which are currently being developed and has not been placed in use. During the quarter ended March 31, 2017, the Company incurred $36,286 (2016 - $36,689) in amortization expense. f) Basic and Diluted Net Loss per Share The Company computes net loss per share in accordance with ASC 260, Earnings per Share g) Revenue Recognition The Company recognizes and accounts for revenue in accordance with ASC 605 as a principal on the sale of goods. Pursuant to ASC 605, Revenue Recognition, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the amount is fixed and determinable, risk of ownership has passed to the customer and collection is reasonably assured. The Company considered ASC 605-45, Principal Agent Considerations, and determined that the Company acts as a principal in its revenue-earnings activities as they are responsible for the production of goods purchased by the customer, can determine the pricing costs, goods purchased are paid directly by the Company, and has a credit risk with respect to collection of amounts owed by its customers. h) Revenue Recognition (continued) The Company considered ASC 605-45, Principal Agent Considerations, and determined that the Company does not act as the principal in its revenue-earnings activities related to certain service revenues where the Company does not bear enough of the risks in the transaction to record them on the gross basis . Revenues for these activities are recorded based on the net amount earned by the Company. i) Cost of Revenue For the Company's product sales, cost of revenue consists of inventory sold in each transaction. For the Company's service sales, cost of revenue consists of engineering services provided by a related party. j) Financial Instruments The following table represents assets and liabilities that are measured and recognized in fair value as of March 31, 2017, on a recurring basis: Level 1 $ Level 2 $ Level 3 $ Total gains and (losses) Liability for shares issuable – related party (1,191,960 ) – – (348,344 ) Derivative liabilities – – (2,340 ) (396 ) Total (1,191,960 ) – (2,340 ) (348,740 ) The following table represents assets and liabilities that are measured and recognized in fair value as of December 31, 2016, on a recurring basis: Level 1 $ Level 2 $ Level 3 $ Total gains and (losses) Liability for shares issuable – related party (843,616 ) – – (12,383 ) Derivative liabilities – – (1,944 ) 489,305 Total (843,616 ) – (1,944 ) 476,922 As of March 31, 2017, the Company had a derivative liability amount of $2,340 (December 31, 2016 – $1,944) which was classified as a Level 3 financial instrument, and a loss on change in fair value of derivative liabilities of $396 (December 31, 2016 – gain of $489,305).

3. Convertible Debenture

3. Convertible Debenture	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Debt Disclosure [Text Block]	3. Convertible Debenture On June 20, 2014, the Company entered into a consulting agreement for consulting services. Pursuant to the agreement, the Company is to pay the consultant a commencement fee of $250,000. On June 23, 2014, the Company issued a $250,000 convertible note which is unsecured, non-bearing interest and due on June 22, 2015. The note is convertible into shares of common stock 180 days after the date of issuance (December 17, 2014) at a conversion rate of 90% of the lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at March 31, 2017, accrued interest of $27,461 (December 31, 2016 - $27,461) has been recorded in accounts payable and accrued liabilities. On December 17, 2014, the note became convertible resulting in the Company recording a derivative liability of $94,188 with a corresponding adjustment to loss on change in fair value of derivative liabilities of $1,050 as accretion expense. Pursuant to the agreement, the convertible note matured on June 22, 2015 and 150% of the remaining balance in principal and interest is payable. During the year ended December 31, 2015, the Company included a penalty of $125,000 in interest expense for the additional amount payable due to defaulting on the loan. On February 2, 2016, the Company entered into a settlement agreement whereby the Company would pay $20,000 on or before the third day of each subsequent month until the entire balance is repaid. During the year ended December 31, 2016, the Company recognized a gain in forgiveness of debt for $140,650 for principal and interest forgiven pursuant to the settlement agreement. The Company considered ASC Subtopic 470-50, Debt Modifications and Extinguishments, and determined that the modification was an extinguishment and therefore, recognized a gain on the extinguishment of the original debt. During the period ended March 31, 2017, the Company repaid $37,387 (December 31, 2016 - $180,000) of the outstanding loan pursuant to a settlement agreement. As March 31, 2017, the carrying value of the debenture was $32,613 (December 31, 2016 - $70,000) and the fair value of the derivative liability was $2,340 (December 31, 2016 - $1,830).

4. Derivative Liabilities

4. Derivative Liabilities	3 Months Ended
	Mar. 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Instruments and Hedging Activities Disclosure [Text Block]	4. Derivative Liabilities The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Note 3 in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a multi-nominal lattice model performed by an independent qualified business valuator. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statements of operations. During the period March 31, 2017, the Company recorded a loss on the change in fair value of derivative liability of $396 (2016 – gain of $350,986). As at March 31, 2017, the Company recorded a derivative liability of $2,340 (December 31, 2016 – $1,944). The following inputs and assumptions were used to value the convertible debentures outstanding during the period ended March 31, 2017: · The range of stock prices for the valuation of the derivative instruments at March 31, 2017 ranged from $0.0244 to $0.035 per share of common stock. · The debtholder would redeem (with penalties of 0% to 50% depending on the date and full-partial redemption) based on availability of alternative financing of 95% · The debtholder would automatically convert note at maturity if the registration was effective and the Company is not in default. · The projected annual volatility for each valuation period based on the historic volatility of the Company 259% - 233% · Capital raising events of $100,000 would occur in each quarter at 75% of market generating dilutive reset events at prices below $0.015 (rounded) for the convertible debentures. A summary of the activity of the derivative liability is shown below: $ Balance, December 31, 2016 1,944 Loss in change in fair value of the derivative 396 Balance, March 31, 2017 2,340

5. Related Party Transaction

5. Related Party Transaction	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	5. Related Party Transactions a) As at March 31, 2017, the Company was owed $139,544 (December 31, 2016 - $59,926) in accounts receivable from a significant shareholder, which is non-interest bearing, unsecured, and due on demand. This amount has been included in accounts receivable – related party. b) As at March 31, 2017, the Company owed $70,132 (December 31, 2016 - $75,964) to the President of the Company, which is non-interest bearing, unsecured, and due on demand. This amount has been included in due to related parties. c) As at March 31, 2017, the Company owed $71,582 (December 31, 2016 - $87,834) to the Chief Financial Officer of the Company, which is non-interest bearing, unsecured, and due on demand. This amount has been included in due to related parties. d) As at March 31, 2017, the Company recorded a liability for shares issuable of $1,191,960 (December 31, 2016 - $843,616) relating to 34,055,996 common shares to be issued to a significant shareholder pursuant to the acquisition agreement for the intangible assets. During the period ended March 31, 2017, the Company recorded $348,344 (2016 – gain of $350,986) as a loss in the fair value of the shares issuable to the significant shareholder. e) During the three months ended March 31, 2017, the Company generated net service revenues of $79,502 (2016 - $119,494) for sales revenue to a significant shareholder. f) During the three months ended March 31, 2017, the Company incurred payroll expense of $137,767 (2016 - $187,439) to management and officers of the Company. g) During the three months ended March 31, 2017, the Company incurred bonuses on sales of stealth cards of $116 (2016 - $nil) to management and officers of the Company which has been included in cost of sales. Bonuses accrue on total gross sales at a rate of 5% each to the Chief Executive Officer and the Chief Financial Officer of the Company. h) During the three months ended March 31, 2017, the Company issued nil (2016 – 23,166,555) common shares with a fair value of $nil (2016 - $671,830) to management and officers of the Company which has been included in consulting expenses. i) During the three months ended March 31, 2017, the Company incurred research and development costs of $38,002 (2016 - $nil) to a company owned by the mother of the President of the Company. As at March 31, 2017, the Company was owed $413 (December 31, 2016 - $nil) from the company owned by the mother of the President of the Company, which is non-interest bearing, unsecured, and due on demand. The amount owing has been recorded as prepaid expense – related party. As at March 31, 2017, the Company owed $nil (December 31, 2016 – $9,587) to the company owned by the mother of the President of the Company, which has been recorded as accounts payable – related party.

6. Loans Payable

6. Loans Payable	3 Months Ended
	Mar. 31, 2017
Payable Loans [Abstract]
Payable Loans	6. Loans Payable At March 31, 2017, the Company owes $120,000 (December 31, 2016 - $120,000) in a note payable to a non-related party. Under the terms of the note, the amount is unsecured, bears interest at 10% per annum, and due on demand.

7. Common Shares

7. Common Shares	3 Months Ended
	Mar. 31, 2017
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	7. Common Shares a) On January 24, 2017, the Company issued 1,000,000 common shares with a fair value of $25,000 to a non-related party for consulting services. b) On February 1, 2017, the Company issued 200,000 common shares with a fair value of $7,000 to a non-related party for consulting services.

8. Commitment and Contingencies

8. Commitment and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	8. Commitment and Contingencies a) On February 1, 2016, the Company received notice that a third party was seeking compensation for damages as a result of false advertisements made by the Company in regards to the Company's stealth cards. The plaintiff is a manufacturer and distributor of radio frequency identification (RFID) chip protection cards which are in competition with the Company's stealth cards. The Company has filed an answer to the plaintiff's complaint, with denials and affirmative defenses, and is unable to estimate the likelihood of any outcome as at March 31, 2017. b) On February 22, 2016, the Company received notice that a consultant was seeking compensation for breach of agreement. Pursuant to the agreement, the parties agreed to equally split any net profits generated from the sale of Stealth cards made by the consultant. The Company asserts that historical sales generated from the sale of the Stealth Cards were not as a result of the consultant's services, and therefore the Company should not be liable for any compensation due to the consultant. The Company has filed its Answer and Affirmative Defenses on July 18, 2016 and has asserted counterclaims against the consultant. The Company is currently awaiting the response from the consultant and is unable to estimate the likelihood of any outcome as at March 31, 2017.

9. Subsequent Events

9. Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events [Text Block]	9. Subsequent Events On May 23, 2017, the Company issued two convertible debentures to non-related parties for a sum of $126,000, at $63,000 for each debenture. Pursuant to the agreement, each note bears interest at 8% per annum, is due on May 23, 2018, and is secured by the fair market value of assets of not less than $63,000. The debenture is convertible into common shares of the Company at a conversion price equal to 55% of the lowest trading price of the Company's common stock within twenty trading days including and preceding the conversion date

2. Summary of Significant Acc15

2. Summary of Significant Accounting Policies (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]	Level 1 $ Level 2 $ Level 3 $ Total gains and (losses) Liability for shares issuable – related party (1,191,960 ) – – (348,344 ) Derivative liabilities – – (2,340 ) (396 ) Total (1,191,960 ) – (2,340 ) (348,740 )	Level 1 $ Level 2 $ Level 3 $ Total gains and (losses) Liability for shares issuable – related party (843,616 ) – – (12,383 ) Derivative liabilities – – (1,944 ) 489,305 Total (843,616 ) – (1,944 ) 476,922

4. Derivative Liabilities (Tabl

4. Derivative Liabilities (Tables)	3 Months Ended
	Mar. 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Instruments, Gain (Loss) [Table Text Block]	$ Balance, December 31, 2016 1,944 Loss in change in fair value of the derivative 396 Balance, March 31, 2017 2,340

1. Nature of Operations and C17

1. Nature of Operations and Continuance of Business (Details) - USD ($)	Jun. 14, 2014	Nov. 29, 2012	Jun. 14, 2010	Nov. 28, 2012	Nov. 28, 2012	Mar. 31, 2017	Dec. 31, 2016	Nov. 05, 2014	Sep. 01, 2014	Nov. 07, 2012	Nov. 06, 2012
Natureof Operationsand Substantial Doubt About Going Concern [Abstract]
Equity Method Investment, Ownership Percentage	100.00%	100.00%	100.00%	100.00%	100.00%			100.00%	30.00%	73.00%	73.00%
Business Acquisition, Share Exchange	500,000		500,000
Stock Issued During Period, Shares, New Issues		1,000,000			1,000,000
Stock Cancelled During Period, Shares, Cancelled		15,000,000		15,000,000
Business Disposal, Share Exchange		7,500,000		7,500,000	7,500,000			3,111,429
Working Capital (in Dollars)						$ 1,185,973
Retained Earnings (Accumulated Deficit) (in Dollars)						$ (3,736,231)	$ (3,028,028)

2. Summary of Significant Acc18

2. Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 03, 2016
Accounting Policies [Abstract]
Amortization of Intangible Assets	$ 36,286	$ 36,689
Earnings Per Share, Potentially Dilutive Securities	1,207,871	3,617,571
Derivative Liability, Current	$ 2,340	$ 1,944	$ (396)	$ (1,944)
Derivative, Gain (Loss) on Derivative, Net	$ 396	$ 489,305

2. Summary of Significant Acc

2. Summary of Significant Accounting Policies (Details) - Assets and Liabilities, Fair Value Measured on Recurring Basis - USD ($)	3 Months Ended	11 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 01, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 03, 2016
Assets and Liabilities, Fair Value Measured on Recurring Basis [Abstract]
Liability for shares issuable – related party	$ (1,191,960)	$ (843,616)	$ (348,344)	$ (12,383)
Derivative liabilities	2,340		(396)	1,944	$ (1,944)
Total	$ 1,470,497	$ (843,616)	$ (348,740)	$ 2,032,228	$ (1,944)

2. Summary of Significant A20

2. Summary of Significant Accounting Policies (Details) - Assets and Liabilities, Fair Value Measured on Recurring Basis - USD ($)	3 Months Ended	11 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 01, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 03, 2016
Assets and Liabilities, Fair Value Measured on Recurring Basis [Abstract]
Liability for shares issuable – related party	$ (1,191,960)	$ (843,616)	$ (348,344)	$ (12,383)
Derivative liabilities	2,340		(396)	1,944	$ (1,944)
Total	$ 1,470,497	$ (843,616)	$ (348,740)	$ 2,032,228	$ (1,944)

3. Convertible Debenture (Detai

3. Convertible Debenture (Details)	Feb. 02, 2016USD ($)	Mar. 31, 2017USD ($)	Mar. 31, 2016USD ($)	Dec. 31, 2014	Jun. 20, 2014USD ($)	Dec. 31, 2016USD ($)	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)	Jun. 22, 2015USD ($)	Dec. 17, 2014USD ($)
Debt Disclosure [Abstract]
Professional and Contract Services Expense		$ 63,115	$ 949,841		$ 250,000
Convertible Notes Payable		32,613			$ 250,000	$ 70,000	$ 70,000
Debt Instrument, Convertible, Conversion Ratio				0.90
Accounts Payable and Accrued Liabilities		27,461				27,461	27,461
Derivative Liability		2,340				70,000	70,000			$ 94,188
Accretion Expense									$ 1,050
Convertible Debenture, Due at Maturity									150.00%
Debt Instrument, Convertible, Penalty								$ 125,000
Debt Instrument, Periodic Payment	$ 20,000
Debt Instrument, Decrease, Forgiveness						140,650
Repayments of Convertible Debt		37,387	$ 90,000				180,000
Debenture, Carrying Value		32,613
Derivative, Fair Value, Net		$ 2,340				$ 1,830	$ 1,830

4. Derivative Liabilities (Deta

4. Derivative Liabilities (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative, Gain (Loss) on Derivative, Net	$ 396	$ 489,305
Derivative Instruments Not Designated as Hedging Instruments, Liability, at Fair Value	$ 2,340	$ 1,944
Fair Value Assumptions, Minimum Exercise Price (in Dollars per share)	$ 0.0244
Fair Value Assumptions, Maximum Exercise Price (in Dollars per share)	$ 0.035
Fair Value Assumptions, Maximum Expected Volatility Rate	259.00%
Fair Value Assumptions, Minimum Expected Volatility Rate	233.00%

4. Derivative Liabilities (D

4. Derivative Liabilities (Details) - Derivative Liability Activity Summary - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	Dec. 17, 2014
Derivative Liability Activity Summary [Abstract]
Balance	$ 2,340	$ 70,000	$ 94,188
Loss in change in fair value of the derivative	$ 396

5. Related Party Transaction (D

5. Related Party Transaction (Details) - USD ($)	Feb. 02, 2017	Jan. 24, 2017	Mar. 31, 2017	Dec. 31, 2016
Related Party Transactions [Abstract]
Due from Related Parties, Current			$ 139,544	$ 59,926
Liability for Shares Issuable, Related Party			$ 1,191,960	843,616
Shares Issuable, Related Party (in Shares)			34,055,996
Fair Value, Option, Changes in Fair Value, Gain (Loss)			$ 348,344	350,986
Revenue from Related Parties			3	119,494
Sales Revenue Services - Related Party			79,502
Salaries, Wages and Officers' Compensation			137,767	$ 187,439
Accrued Bonuses, Current			116
Stock Issued During Period, Shares, Issued for Services (in Shares)	200,000	1,000,000		23,166,555
Stock Issued During Period, Value, Issued for Services	$ 7,000	$ 25,000	32,000	$ 671,830
Research and Development Expense			38,002
Due to Other Related Parties			$ 413	$ 9,587

6. Loans Payable (Details)

6. Loans Payable (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Payable Loans [Abstract]
Loans Payable	$ 120,000	$ 120,000
Debt Instrument, Collateral Amount		$ 0.10

7. Common Shares (Details)

7. Common Shares (Details) - USD ($)	Feb. 02, 2017	Jan. 24, 2017	Mar. 31, 2017	Dec. 31, 2016
Stockholders' Equity Note [Abstract]
Stock Issued During Period, Shares, Issued for Services	200,000	1,000,000		23,166,555
Stock Issued During Period, Value, Issued for Services	$ 7,000	$ 25,000	$ 32,000	$ 671,830

9. Subsequent Events (Details)

9. Subsequent Events (Details)	May 23, 2017USD ($)
Subsequent Events [Abstract]
Contractual Obligation	$ 126,000
Contractual Obligation, Future Minimum Payments Due, Remainder of Fiscal Year	$ 63,000
Debt Instrument, Interest Rate, Stated Percentage	8.00%