Stealth (STTH) 10-Q 3 Dec 18 2017 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Nov. 30, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Stealth Technologies, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	1,496,818
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Document Period End Date	Jun. 30, 2018
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2
Entity Common Stock, Shares Outstanding		10,512,443

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Jun. 30, 2018	Dec. 31, 2017
ASSETS
Cash	$ 292,534	$ 51,627
Accounts receivable, net of allowance for doubtful accounts of $2,500 and $2,500, respectively	486,951	329,558
Prepaid expenses	19,438	24,438
Total current assets	798,923	405,623
Equipment, net	3,559	0
Intangible assets, net	3,963	3,963
Total assets	806,445	409,586
Current Liabilities
Accounts payable and accrued liabilities	1,448,749	1,485,426
Derivative liabilities	336,005	157,506
Loan payable	120,000	120,000
Due to related parties	36,888	36,888
Liability for shares issuable - related party	0	479,516
Convertible debentures, net of unamortized discount of $183,050 and $96,034, respectively	578,414	150,809
Total current liabilities	2,520,056	2,430,145
Other long-term liability	120,000	0
Total liabilities	2,640,056	2,430,145
STOCKHOLDERS' DEFICIT
Preferred stock authorized: 500,000,000 preferred shares with a par value of $0.001 per share, issued and outstanding: 500,000 and 500,000 preferred shares, respectively	500	500
Common stock authorized: 750,000,000 common shares with a par value of $0.001 per share, issued and outstanding: 9,534,703 and 7,123,521 common shares, respectively	9,535	7,124
Additional paid-in capital	2,833,010	2,704,729
Accumulated deficit	(4,676,656)	(4,732,912)
Total stockholders' deficit	(1,833,611)	(2,020,559)
Total liabilities and stockholders' deficit	$ 806,445	$ 409,586

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 2,500	$ 2,500
Net of unamortized discount	$ 183,050	$ 96,034
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares authorized	500,000,000	500,000,000
Preferred stock, shares issued	500,000	500,000
Preferred stock, shares outstanding	500,000	500,000
Common stock, par value	$ .001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, issued	9,534,703	7,123,521
Common stock, outstanding	9,534,703	7,123,521

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Revenue of goods	$ 878,798	$ 972,127	$ 1,795,609	$ 1,641,384
Revenue of services - related party	0	68,379	0	147,881
Total revenue	878,798	1,040,506	1,795,609	1,789,265
Cost of goods sold	(650,598)	(510,045)	(1,410,871)	(901,944)
Gross margin	228,200	530,461	384,738	887,321
Operating Expenses
Amortization	194	36,689	339	72,975
Consulting	22,000	5,000	22,000	68,115
General and administrative	80,514	244,595	215,264	615,436
Payroll	92,804	102,508	178,378	240,275
Professional fees	59,427	72,622	155,533	134,942
Research and development	0	0	0	38,002
Total operating expenses	254,939	461,414	571,514	1,169,745
Income (loss) before other income (expense)	(26,739)	69,047	(186,776)	(282,424)
Other Income (Expense), Net
Gain (loss) on change in fair value of derivative liabilities	10,247	(1,825)	20,391	(2,221)
Gain on settlement of liability	455,741	0	455,741	0
Interest expense	(163,731)	(14,906)	(256,876)	(17,898)
Make whole expense with related party	0	757,532	23,776	409,188
Other expense	0	0	0	(5,000)
Total other income, net	302,257	740,801	243,032	384,069
Net income	$ 275,518	$ 809,848	$ 56,256	$ 101,645
Net income per share - basic	$ 0.03	$ 0.12	$ 0.01	$ 0.02
Net income (loss) per Share - diluted	$ 0	$ 0.01	$ (0.01)	$ (0.03)
Weighted average shares outstanding - basic	9,534,703	6,519,552	8,954,725	6,508,355
Weighted average shares outstanding - diluted	24,844,394	8,214,328	24,264,416	8,203,131

Consolidated Statements of Cash

Consolidated Statements of Cashflows - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Operating Activities
Net income for the period	$ 56,256	$ 101,645
Adjustments to reconcile net income to net cash used in operating activities:
Accretion of discount on convertible debentures	247,711	10,875
Amortization of intangible assets	339	72,975
Change in fair value of make whole expense with related party	(23,776)	(409,188)
Gain on settlement of liability	(455,741)	0
Issuance of shares for consulting services	0	32,000
Loss (gain) on change in fair value of derivative liabilities	(20,391)	2,221
Share based compensation	56,689	0
Changes in operating assets and liabilities:
Accounts receivable	(157,393)	334,465
Accounts receivable - related party	0	(147,881)
Prepaid expenses	5,000	(30,000)
Prepaid expense - related party	0	(413)
Inventory	0	694
Accounts payable and accrued liabilities	52,111	(307,288)
Accounts payable - related party	0	(9,587)
Deferred revenue	0	(120)
Due to related parties	0	(21,807)
Net cash used in operating activities	(239,195)	(371,409)
Investing Activities
Acquisition of equipment	(3,898)	0
Net cash used in investing activities	(3,898)	0
Financing Activities
Proceeds from convertible debentures	500,000	120,000
Repayments of convertible debentures	(10,000)	(47,387)
Deferred financing fees paid	(6,000)	0
Net cash provided by financing activities	484,000	72,613
Increase (decrease) in cash	240,907	(298,796)
Cash, beginning of period	51,627	456,967
Cash, end of period	292,534	158,171
Non-cash Financing Activity
Debt discount resulting from derivative liability	211,916	96,274
Reclassification of derivative liability to APIC on conversion	13,026	0
Shares issued for convertible debentures	17,777	0
Shares issued for loan fees	43,200	0
Supplemental Disclosures
Interest paid	0	2,613
Income tax paid	$ 0	$ 0

1. Nature of Operations and Con

1. Nature of Operations and Continuance of Business	6 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations and Continuance of Business	Stealth Technologies, Inc. (the "Company") was incorporated in the state of Nevada on May 27, 2010 under the name "Pub Crawl Holdings, Inc". On March 11, 2014, the Company announced its name change from Pub Crawl Holdings to Excelsis Investments, Inc. On May 26, 2016, the Company changed its name from Excelsis Investments Inc. to Stealth Technologies, Inc. The Company is focused 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, and 911 buttons, an emergency two way voice system that connects the user to 911. 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, 2018, there has been no activity within the subsidiary. These interim consolidated 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 June 30, 2018, the Company has a working capital deficit of $1,721,133 and an accumulated deficit of $4,676,656. 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 interim 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	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	a) Basis of Presentation and Principles of Consolidation The interim consolidated 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 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 interim consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these interim consolidated financial statements should be read in conjunction with the audited consolidated 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, 2017. c) Accounts Receivable Accounts receivable represents amounts owed from customers for the sale of products and from consulting services. 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 June 30, 2018, the Company had an allowance for doubtful accounts of $2,500 (December 31, 2017 - $2,500). d) Intangible Assets Intangible assets are stated at cost less accumulated amortization and are comprised of customer accounts acquired with a useful life of three years and amortized straight line over three years and patent and trademark development costs, which are currently being developed and have not been placed in use. During the six months ended June 30, 2018, the Company incurred $nil (June 30, 2017 - $72,975) in amortization expense. e) Basic and Diluted Net Income per Share The Company computes net income per share in accordance with ASC 260, Earnings per Share The following table represents a reconciliation to the diluted EPS: Three months ended June 30, 2018 $ Three months ended June 30, 2017 $ Six months ended June 30, 2018 $ Six months ended June 30, 2017 $ Net income 275,518 809,848 56,256 101,645 Less: Other income, net (302,257 ) (740,801 ) (243,032 ) (384,069 ) Adjusted operating income (26,739 ) 69,047 (186,776 ) (282,424 ) Weighted Average Shares Outstanding – Diluted 24,844,394 8,214,328 24,264,416 8,203,131 Net Income (Loss) per Share – Diluted (0.00 ) 0.01 (0.01 ) (0.03 ) f) Revenue Recognition In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) "Revenue from Contracts with Customers." Topic 606 supersedes the revenue recognition requirements in Topic 605 "Revenue Recognition" (Topic 605) and requires entities to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method. We recognized the cumulative effect of adopting this guidance as an adjustment to our opening balance of retained earnings. Prior periods will not be retrospectively adjusted. The adoption of Topic 606 did not have a material impact to our consolidated financial statements, including the presentation of revenues in our Consolidated Statements of Operations. g) 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. Shipping and handling costs are recorded as general and administrative costs. h) Financial Instruments The following table represents assets and liabilities that are measured and recognized in fair value as of June 30, 2018, on a recurring basis: Level 1 $ Level 2 $ Level 3 $ Total gains and (losses) $ Liability for shares issuable – related party – – – 23,776 Derivative liabilities – – (336,005 ) 20,391 Total – – (336,005 ) 44,167 The following table represents assets and liabilities that are measured and recognized in fair value as of December 31, 2017, on a recurring basis: Level 1 $ Level 2 $ Level 3 $ Total gains and (losses) Liability for shares issuable – related party (479,516 ) – – 364,100 Derivative liabilities – – (157,506 ) (20,022 ) Total (479,516 ) – (157,506 ) 344,078 As of June 30, 2018, the Company had a derivative liability amount of $336,005 (December 31, 2017 – $157,506) which was classified as a Level 3 financial instrument, and a gain on change in fair value of derivative liabilities of $20,391 (June 30, 2017 – loss of $2,221). i) Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3. Convertible Debentures

3. Convertible Debentures	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Convertible Debentures	a) 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 June 30, 2018, accrued interest of $27,461 (December 31, 2017 - $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. 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. 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 six months ended June 30, 2018, the Company repaid $10,000 (2017 - $47,387) of the outstanding loan pursuant to a settlement agreement. As at June 30, 2018, the carrying value of the debenture was $12,613 (December 31, 2017 - $22,613) and the fair value of the derivative liability was $5,000 (December 31, 2017 - $14,237). b) On May 23, 2017, the Company issued a $63,000 convertible note, net of an original issue discount of $3,000, which is unsecured, bears interest at 8% per annum, and matured on May 23, 2018. The convertible note is in default. The note is convertible into shares of common stock at a conversion rate of 55% of the lowest closing bid prices of the Company's common stock for the twenty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. During the six months ended June 30, 2018, the Company issued 249,916 common shares for the conversion of $3,540 of principal and $185 of accrued interest. As at June 30, 2018, accrued interest of $5,094 (December 31, 2017 - $2,992) has been recorded in accounts payable and accrued liabilities. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability resulted in a discount to the convertible note of $48,137. The carrying value of the convertible note will be accreted over the term of the convertible note. During the six months ended June 30, 2018, $26,303 (2017 - $5,437) of accretion expense had been recorded. As at June 30, 2018, the carrying value of the debenture was $57,690 (December 31, 2017 - $34,927) and the fair value of the derivative liability was $32,238 (December 31, 2017 - $52,001). c) On May 23, 2017, the Company issued a $63,000 convertible note, net of an original issue discount of $3,000, which is unsecured, bears interest at 8% per annum, and is due on May 23, 2018. The note is convertible into shares of common stock at a conversion rate of 55% of the lowest closing bid prices of the Company's common stock for the twenty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. During the six months ended June 30, 2018, the Company issued 600,000 common shares for the conversion of $10,450 of principal and $3,602 of accrued interest. As at June 30, 2018, accrued interest of $2,540 (December 31, 2017 - $3,077) has been recorded in accounts payable and accrued liabilities. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability resulted in a discount to the convertible note of $107,957. The carrying value of the convertible note will be accreted over the term of the convertible note. On May 23, 2018, the Company extended the maturity of note to July 31, 2018 through the payment of a one-time $6,000 fee, which has been recorded as a discount on the note and will be accreted over the remaining life of the note. The Company concluded that the modification of the loan was not deemed substantial. The note matured on July 31, 2018 and is in default. During the six months ended June 30, 2018, $31,146 (2017 - $5,438) of accretion expense had been recorded. As at June 30, 2018, the carrying value of the debenture was $50,513 (December 31, 2017 - $35,817) and the fair value of the derivative liability was $33,516 (December 31, 2017 - $48,450). d) On December 28, 2017, the Company issued a $100,000 convertible note to the former Chief Financial Officer of the Company which is unsecured, bears interest at 6% per annum, and is due on December 28, 2018. The note is convertible into shares of common stock at a conversion rate of 70% 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 June 30, 2018, accrued interest of $3,039 (December 31, 2017 - $66) has been recorded in accounts payable and accrued liabilities. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability resulted in a discount to the convertible note of $42,817. The carrying value of the convertible note will be accreted over the term of the convertible note. During the six months ended June 30, 2018, $18,352 (2017 - $nil) of accretion expense had been recorded. As at June 30, 2018, the carrying value of the debenture was $75,804 (December 31, 2017 - $57,452) and the fair value of the derivative liability was $42,801 (December 31, 2017 - $42,818). e) On January 23, 2018, the Company issued a $111,111 convertible note, net of an original issue discount of $11,111, which is unsecured, bears one-time interest at 14%, and matured six months from the issue date. The Company also agreed to issue 350,000 common shares with the convertible note. The fair value of the restricted common shares was $18,200 and has been recorded as a discount on the note and will be accreted over the remaining life of the note. The note is convertible into shares of common stock at a conversion price of $0.30 per share. As at June 30, 2018, accrued interest of $14,000 (December 31, 2017 - $nil) has been recorded in accounts payable and accrued liabilities. Since this note became tainted by the notes with variable conversion rates, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability and the one-time interest resulted in a discount to the convertible note of $17,712. The carrying value of the convertible note will be accreted over the term of the convertible note. During the six months ended June 30, 2018, $40,254 (2017 - $nil) of accretion expense had been recorded. As at June 30, 2018, the carrying value of the debenture was $104,342 (December 31, 2017 - $nil) and the fair value of the derivative liability was $4,741 (December 31, 2017 - $nil). On September 4, 2018, the Company entered into an extension agreement whereby the Company would issue 350,000 restricted common stock to the investor and pay a one time 12% interest payment to extend the loan due date to October 23, 2018. The convertible note was extended to October 23, 2018 and is currently in default. f) On January 26, 2018, the Company issued a $165,000 convertible note, net of an original issue discount of $15,000, which is unsecured, bears one-time interest at 14%, matured six months from the issue date and is in default. The note is convertible into shares of common stock at a conversion price of $0.30 per share. A total of 500,000 shares with a fair value of $25,000 was also issued with the convertible note. Refer to Note 7(f). As at June 30, 2018, accrued interest of $21,000 (December 31, 2017 - $nil) has been recorded in accounts payable and accrued liabilities Since this note became tainted by the notes with variable conversion rates, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability and the one-time interest resulted in a discount to the convertible note of $50,697. The carrying value of the convertible note will be accreted over the term of the convertible note. During the six months ended June 30, 2018, $55,581 (2017 - $nil) of accretion expense had been recorded. As at June 30, 2018, the carrying value of the debenture was $154,884 (December 31, 2017 - $nil) and the fair value of the derivative liability was $7,098 (December 31, 2017 - $nil). g) On February 20, 2018, the Company issued a $131,250 convertible note, which is unsecured, bears interest at 8% per annum, and is due on February 20, 2019. The note is convertible into shares of common stock at a conversion rate of 55% of the lowest closing bid prices of the Company's common stock for the twenty trading days prior including the date the conversion notice is received by the Company. As at June 30, 2018, accrued interest of $3,740 (December 31, 2017 - $nil) has been recorded in accounts payable and accrued liabilities. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability resulted in a discount to the convertible note of $108,050. The carrying value of the convertible note will be accreted over the term of the convertible note. During the six months ended June 30, 2018, $47,177 (2017 - $nil) of accretion expense had been recorded. As at June 30, 2018, the carrying value of the debenture was $70,377 (December 31, 2017 - $nil) and the fair value of the derivative liability was $105,377 (December 31, 2017 - $nil). h) On February 23, 2018, the Company issued a $131,250 convertible note, which is unsecured, bears interest at 8% per annum, and is due on February 23, 2019. The note is convertible into shares of common stock at a conversion rate of 55% of the lowest closing bid prices of the Company's common stock for the twenty trading days prior including the date the conversion notice is received by the Company. As at June 30, 2018, accrued interest of $3,653 (December 31, 2017 - $nil) has been recorded in accounts payable and accrued liabilities. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability resulted in a discount to the convertible note of $107,957. The carrying value of the convertible note will be accreted over the term of the convertible note. During the six months ended June 30, 2018, $28,898 (2017 - $nil) of accretion expense had been recorded. As at June 30, 2018, the carrying value of the debenture was $52,191 (December 31, 2017 - $nil) and the fair value of the derivative liability was $105,234 (December 31, 2017 - $nil).

4. Derivative Liabilities

4. Derivative Liabilities	6 Months Ended
	Jun. 30, 2018
Derivative Liability [Abstract]
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 statement of operations. During the six months ended June 30, 2018, the Company recorded a gain on the change in fair value of derivative liability of $20,391 (2017 – $(2,221)). As at June 30, 2018, the Company recorded a derivative liability of $336,005 (December 31, 2017 – $157,506). The following inputs and assumptions were used to value the convertible debentures outstanding during the six months ended June 30, 2018: · The stock price for the valuation of the derivative instruments at June 30, 2018 was $0.058 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 302% - 398%; and · 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, 2017 157,506 Reclassification of derivative liabilities upon conversion (13,026 ) Debt discount 211,916 Gain due to change in fair value of the derivative (20,391 ) Balance, June 30, 2018 336,005

5. Related Party Transactions

5. Related Party Transactions	6 Months Ended
	Jun. 30, 2018
Related Party Transactions [Abstract]
Related Party Transactions	a) As at June 30, 2018, the Company was owed $nil (December 31, 2017 - $nil) in trade accounts receivable, net of allowance for doubtful accounts of $59,926 (December 31, 2017 - $59,926) 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 June 30, 2018, the Company owed $36,888 (December 31, 2017 - $36,888) to the President of the Company, which is non-interest bearing, unsecured, and due on demand. c) On April 9, 2018, the Company entered into an agreement pursuant to which the Company will repurchase 372,137 common shares held by a significant shareholder in exchange for the Company's intangible assets. The agreement also released the Company of all obligations and liabilities to the significant shareholder, including the shareholder's right to acquire 30% of the Company's outstanding common stock, leading to a $455,741 (2017 – $nil) gain on settlement of liability. As at June 30, 2018, the Company recorded a liability for shares issuable of $nil (December 31, 2017 - $479,516) relating to the common shares that were to be issued. During the six months ended June 30, 2018, the Company recorded a gain of $23,776 (2017 – $409,188) in the fair value of the shares issuable to the significant shareholder. d) During the six months ended June 30, 2018, the Company generated net service revenues of $nil (2017 - $147,881) for sales revenue to a significant shareholder. e) During the six months ended June 30, 2018, the Company incurred payroll expense of $178,378 (2017 - $240,275) to management and officers of the Company. f) During the six months ended June 30, 2018, the Company incurred research and development costs of $nil (2017 - $38,002) to a company owned by the mother of the President of the Company. As at June 30, 2018, the Company was owed $413 (December 31, 2017 - $413) 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 expenses.

6. Loans Payable

6. Loans Payable	6 Months Ended
	Jun. 30, 2018
Loans Payable [Abstract]
Loans Payable	As at June 30, 2018, the Company owes $120,000 (December 31, 2017 - $120,000) in a loan payable to a non-related party. The loan is unsecured, bears interest at 10% per annum, and is due on demand.

7. Common Shares

7. Common Shares	6 Months Ended
	Jun. 30, 2018
Stockholders' Equity Note [Abstract]
Common Shares	a) On January 9, 2018, the Company issued 250,000 common shares for the conversion of $6,587 of convertible debenture and $3,038 of accrued interest. Refer to Note 3(c). b) On January 17, 2018, the Company issued 102,543 common shares for the conversion of $1,770 of convertible debenture and $91 of accrued interest. Refer to Note 3(b). c) On January 25, 2018, the Company issued 147,373 common shares for the conversion of $1,770 of convertible debenture and $94 of accrued interest. Refer to Note 3(b). d) On February 12, 2018, the Company issued 350,000 common shares for the conversion of $3,863 of convertible debenture and $564 of accrued interest. Refer to Note 3(c). e) On February 16, 2018, the Company issued 1,061,266 common shares at a fair market value of $53,063 as compensation to the Chief Operating Officer of the Company. Refer to Note 9(d). f) On March 12, 2018, the Company issued 500,000 common shares to the lender as additional compensation for a loan payable. Refer to Note 3(f).

8. Revenue Concentration Disclo

8. Revenue Concentration Disclosure	6 Months Ended
	Jun. 30, 2018
Disaggregation of Revenue [Abstract]
Revenue Concentration Disclosure	The Company had one product that accounted for approximately 85% (2017 - 100%) of gross revenue for the six months ended June 30, 2018 and 100% (December 31 - 2017 - 100%) of accounts receivable as at June 30, 2018.

9. Commitment and Contingencies

9. Commitment and Contingencies	6 Months Ended
	Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
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. On June 25, 2018, the Company settled this lawsuit through the mutual agreement to pay the third party $200,000 up front (paid on August 30, 2018) and $200,000 in equal, monthly increments of $6,667 over 30 months. 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 the date of the report. c) On October 23, 2017, the Company received notice that a consultant was seeking compensation for breach of agreement. Pursuant to the agreement, the Company agreed to compensate the consultant for services performed and for commission earned on the sale of Stealth cards and 911 help buttons promoted by the consultant. The Company asserts that the agreement was terminated with just cause, and therefore the Company should not be liable for any compensation due to the consultant. The Company intends to defend itself against the consultant and is unable to estimate the likelihood of any outcome as at the date of the report. d) On January 30, 2018, the Company entered into an employment agreement and appointed a Chief Operating Officer to the Company for an initial term of two years, effective February 1, 2018. Pursuant to the agreement, the Company is to pay an annual base salary of $180,000 per annum, pay accrued quarterly bonuses after six months of employment at a rate of 4% of gross revenues received, issue 500,000 shares of Series A Preferred stock at a fair value of $0.001 upon execution of the agreement, and issue 1,061,266 common shares per fiscal quarter during the term of the agreement. Refer to Notes 7(e) and 10(c). e) On February 1, 2018, the Company appointed the Chief Operating Officer of the Company to the Board of Directors. In compensation for services to be rendered, the Company will issue 750,000 common shares, which will vest quarterly over a three-year period. During the six months ended June 30, 2018, $3,125 (2017 - $nil) of expense had been recorded. g) On June 1, 2018, the Company received notice that a third party was seeking compensation for design patent infringement and copyright infringement. The claims appear to concern an out-of-use version of the product generally known as the "911 Help Now Pendant". The Company intends to defend itself against the claims, have requested and been granted an extension to discuss settlement with the plaintiff, and is unable to estimate the likelihood of any outcome as at the date of the report.

10. Subsequent Event

10. Subsequent Event	6 Months Ended
	Jun. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	a) On September 17, 2018, the Company issued 442,448 common shares for the conversion of $1,270 of convertible debenture and $190.08 of accrued interest. b) On September 20, 2018, the Company issued 350,000 common shares for loan fees and 350,000 common shares due to extension of debt. Refer to Note 3(e). c) On October 27, 2018, the Company issued 500,000 shares of Series A Preferred stock at a fair value of $0.001 to the Chief Operating Officer of the Company. Refer to Note 9(d). d) On November 14, 2018, the Company repurchased 372,137 common shares held by a significant shareholder in exchange for the Company's intangible assets, pursuant to an agreement entered into on April 9, 2018. Refer to Note 5(c).

2. Summary of Significant Acc_2

2. Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	The interim consolidated 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.
Interim Consolidated Financial Statements	These interim 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 interim consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these interim consolidated financial statements should be read in conjunction with the audited consolidated 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, 2017.
Accounts Receivable	Accounts receivable represents amounts owed from customers for the sale of products and from consulting services. 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 June 30, 2018, the Company had an allowance for doubtful accounts of $2,500 (December 31, 2017 - $2,500).
Intangible Assets	Intangible assets are stated at cost less accumulated amortization and are comprised of customer accounts acquired with a useful life of three years and amortized straight line over three years and patent and trademark development costs, which are currently being developed and have not been placed in use. During the six months ended June 30, 2018, the Company incurred $nil (June 30, 2017 - $72,975) in amortization expense.
Basic and Diluted Net Income per Share	The Company computes net income per share in accordance with ASC 260, Earnings per Share The following table represents a reconciliation to the diluted EPS: Three months ended June 30, 2018 $ Three months ended June 30, 2017 $ Six months ended June 30, 2018 $ Six months ended June 30, 2017 $ Net income 275,518 809,848 56,256 101,645 Less: Other income, net (302,257 ) (740,801 ) (243,032 ) (384,069 ) Adjusted operating income (26,739 ) 69,047 (186,776 ) (282,424 ) Weighted Average Shares Outstanding – Diluted 24,844,394 8,214,328 24,264,416 8,203,131 Net Income (Loss) per Share – Diluted (0.00 ) 0.01 (0.01 ) (0.03 )
Revenue Recognition	In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) "Revenue from Contracts with Customers." Topic 606 supersedes the revenue recognition requirements in Topic 605 "Revenue Recognition" (Topic 605) and requires entities to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method. We recognized the cumulative effect of adopting this guidance as an adjustment to our opening balance of retained earnings. Prior periods will not be retrospectively adjusted. The adoption of Topic 606 did not have a material impact to our consolidated financial statements, including the presentation of revenues in our Consolidated Statements of Operations.
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. Shipping and handling costs are recorded as general and administrative costs.
Financial Instruments	The following table represents assets and liabilities that are measured and recognized in fair value as of June 30, 2018, on a recurring basis: Level 1 $ Level 2 $ Level 3 $ Total gains and (losses) $ Liability for shares issuable – related party – – – 23,776 Derivative liabilities – – (336,005 ) 20,391 Total – – (336,005 ) 44,167 The following table represents assets and liabilities that are measured and recognized in fair value as of December 31, 2017, on a recurring basis: Level 1 $ Level 2 $ Level 3 $ Total gains and (losses) Liability for shares issuable – related party (479,516 ) – – 364,100 Derivative liabilities – – (157,506 ) (20,022 ) Total (479,516 ) – (157,506 ) 344,078 As of June 30, 2018, the Company had a derivative liability amount of $336,005 (December 31, 2017 – $157,506) which was classified as a Level 3 financial instrument, and a gain on change in fair value of derivative liabilities of $20,391 (June 30, 2017 – loss of $2,221).
Recent Accounting Pronouncements	The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

2. Summary of Significant Acc_3

2. Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Reconciliation to the diluted EPS	Three months ended June 30, 2018 $ Three months ended June 30, 2017 $ Six months ended June 30, 2018 $ Six months ended June 30, 2017 $ Net income 275,518 809,848 56,256 101,645 Less: Other income, net (302,257 ) (740,801 ) (243,032 ) (384,069 ) Adjusted operating income (26,739 ) 69,047 (186,776 ) (282,424 ) Weighted Average Shares Outstanding – Diluted 24,844,394 8,214,328 24,264,416 8,203,131 Net Income (Loss) per Share – Diluted (0.00 ) 0.01 (0.01 ) (0.03 )
Fair value of assets and liabilities measured on a recurring basis	The following table represents assets and liabilities that are measured and recognized in fair value as of June 30, 2018, on a recurring basis: Level 1 $ Level 2 $ Level 3 $ Total gains and (losses) $ Liability for shares issuable – related party – – – 23,776 Derivative liabilities – – (336,005 ) 20,391 Total – – (336,005 ) 44,167 The following table represents assets and liabilities that are measured and recognized in fair value as of December 31, 2017, on a recurring basis: Level 1 $ Level 2 $ Level 3 $ Total gains and (losses) Liability for shares issuable – related party (479,516 ) – – 364,100 Derivative liabilities – – (157,506 ) (20,022 ) Total (479,516 ) – (157,506 ) 344,078

4. Derivative Liabilities (Tabl

4. Derivative Liabilities (Tables)	6 Months Ended
	Jun. 30, 2018
Derivative Liability [Abstract]
Derivative liability activity	$ Balance, December 31, 2017 157,506 Reclassification of derivative liabilities upon conversion (13,026 ) Debt discount 211,916 Gain due to change in fair value of the derivative (20,391 ) Balance, June 30, 2018 336,005

1. Nature of Operations and C_2

1. Nature of Operations and Continuance of Business (Details Narrative) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficit	$ (1,721,133)
Accumulated deficit	$ (4,676,656)	$ (4,732,912)

2. Summary of Significant Acc_4

2. Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Accounting Policies [Abstract]
Net income	$ 275,518	$ 809,848	$ 56,256	$ 101,645
Less: Other income, net	(302,257)	(740,801)	(243,032)	(384,069)
Adjusted operating income	$ (26,739)	$ 69,047	$ (186,776)	$ (282,424)
Weighted Average Shares Outstanding - Diluted	24,844,394	8,214,328	24,264,416	8,203,131
Net Income (Loss) per Share - Diluted	$ 0	$ 0.01	$ (0.01)	$ (0.03)

2. Summary of Significant Acc_5

2. Summary of Significant Accounting Policies (Details 1) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Liability for shares issuable - related party	$ 0	$ (479,516)
Derivative liabilities	(336,005)	(157,506)
Total gains and (losses)	44,167	344,078
Liability for shares issuable - related party
Total gains and (losses)	23,776	364,100
Derivative liabilities
Total gains and (losses)	20,391	(20,022)
Level 1
Liability for shares issuable - related party	0	(479,516)
Derivative liabilities	0	0
Total	0	(479,516)
Level 2
Liability for shares issuable - related party	0	0
Derivative liabilities	0	0
Total	0	0
Level 3
Liability for shares issuable - related party	0	0
Derivative liabilities	(336,005)	(157,506)
Total	$ (336,005)	$ (157,506)

2. Summary of Significant Acc_6

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 2,500		$ 2,500		$ 2,500
Amortization of intangible assets			$ 339	$ 72,975
Potentially dilutive shares			15,309,691	1,694,776
Derivative liabilities	336,005		$ 336,005		$ 157,506
Gain (loss) on change in fair value of derivative liabilities	$ 10,247	$ (1,825)	$ 20,391	$ (2,221)

3. Convertible Debentures (Deta

3. Convertible Debentures (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Repayments of convertible debentures	$ (10,000)	$ (47,387)
Convertible debentures	578,414		$ 150,809
Convertible Debenture 1
Accrued interest	27,461		27,461
Repayments of convertible debentures	(10,000)	(37,387)
Convertible debentures	12,613		22,613
Fair value of derivative liabilities	5,000		14,237
Convertible Debenture 2
Accrued interest	5,094		2,992
Accretion expense	26,303	5,437
Convertible debentures	57,690		34,927
Fair value of derivative liabilities	32,238		48,450
Convertible Debenture 3
Accrued interest	2,540		3,077
Accretion expense	31,146	5,438
Convertible debentures	50,513		35,817
Fair value of derivative liabilities	33,516		48,450
Convertible Debenture 4
Accrued interest	3,039		66
Accretion expense	18,352	0
Convertible debentures	75,804		57,452
Fair value of derivative liabilities	42,801		42,818
Convertible Debenture 5
Accrued interest	14,000		0
Accretion expense	40,254	0
Convertible debentures	104,342		0
Fair value of derivative liabilities	4,741		0
Convertible Debenture 6
Accrued interest	21,000		0
Accretion expense	55,581	0
Convertible debentures	154,884		0
Fair value of derivative liabilities	7,098		0
Convertible Debenture 7
Accrued interest	3,740		0
Accretion expense	47,177	0
Convertible debentures	70,377		0
Fair value of derivative liabilities	105,377		0
Convertible Debenture 8
Accrued interest	3,653		0
Accretion expense	28,898	$ 0
Convertible debentures	52,191		0
Fair value of derivative liabilities	$ 105,234		$ 0

4. Derivative Liabilities (Deta

4. Derivative Liabilities (Details) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liabilities, beginning	$ 157,506
Reclassification of derivative liabilities upon conversion	(13,026)	$ 0
Debt discount	211,916	$ 96,274
Gain due to change in fair value of the derivative	(20,391)
Derivative liabilities, ending	$ 336,005

4. Derivative Liabilities (De_2

4. Derivative Liabilities (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Gain (loss) on change in fair value of derivative liabilities	$ 10,247	$ (1,825)	$ 20,391	$ (2,221)
Derivative liabilities	$ 336,005		$ 336,005		$ 157,506
Stock price	$ .058		$ .058
Projected annual volatility, minimum			302.00%
Projected annual volatility, maximum			398.00%

5. Related Party Transactions (

5. Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Related Party Transactions [Abstract]
Trade accounts receivable	$ 0		$ 0		$ 0
Allowance for doubtful accounts, related party	59,926		59,926		59,926
Due to related party	36,888		36,888		36,888
Liability for shares issuable - related party	0		0		479,516
Make whole expense with related party	0	$ 757,532	23,776	$ 409,188
Revenue of services - related party	0	68,379	0	147,881
Payroll	92,804	102,508	178,378	240,275
Research and development costs	0	$ 0	0	$ 38,002
Due from other related parties	$ 413		$ 413		$ 413

6. Loans Payable (Details Narra

6. Loans Payable (Details Narrative) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Loans Payable [Abstract]
Loans payable	$ 120,000	$ 120,000

8. Revenue Concentration Disc_2

8. Revenue Concentration Disclosure (Details Narrative)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Revenue
Concentration percent	85.00%	100.00%
Accounts Receivable
Concentration percent	100.00%	100.00%

9. Commitment and Contingenci_2

9. Commitment and Contingencies (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Compensation expense	$ 3,125	$ 0