Waste Energy (WAST) 10-Q 14 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 14, 2018
Document And Entity Information
Entity Registrant Name	ICOX INNOVATIONS INC.
Entity Central Index Key	1,515,139
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		11,600,000
Trading Symbol	ICOX
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current Assets
Cash and cash equivalents	$ 28,448	$ 214,993
Accounts receivable, related party		500,000
Prepaid expenses	84,166	30,000
Prepaid expenses, related party	35,000	35,000
Deferred service costs	61,228	21
Deferred offering costs	121,558
Related party loans receivable and related accrued interest		100,752
Subscription receipts in escrow	5,468,195
Total Current Assets	5,798,595	880,766
Investment, related party	37	37
Total Assets	5,798,632	880,803
Current Liabilities
Accounts payable and accrued expenses	363,504	131,303
Accounts payable and accrued expenses, related party	30,531	51,616
Loans payable, related party	200,000
Accrued interest on loans payable, related party	723
Total Current Liabilities	594,758	182,919
Convertible notes payable	500,325	500,325
Accrued interest on convertible notes	68,744	52,949
Total Liabilities	1,163,827	736,193
Commitments and Contingencies
Mezzanine Equity
Subscription receipts	5,468,195
Total Mezzanine Equity	5,468,195
Stockholders' Equity (Deficit)
Common stock, $0.001 par value, 75,000,000 shares authorized; 11,600,000 shares issued and outstanding as at March 31, 2018 and December 31, 2017, respectively	11,600	11,600
Additional paid-in-capital	870,536	826,018
Accumulated deficit	(1,715,526)	(693,008)
Total Stockholders' Equity (Deficit)	(833,390)	144,610
Total Liabilities and Stockholders' Equity (Deficit)	$ 5,798,632	$ 880,803

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	11,600,000	11,600,000
Common stock, shares outstanding	11,600,000	11,600,000

Condensed Consolidated Statemen

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues
Service revenue
Total revenues
Operating expenses
General and administrative expense	514,117	29,241
Consulting fees, related party	105,000
Service costs	387,080
Total operating expenses	1,006,197	29,241
Net loss from operations	(1,006,197)	(29,241)
Other income (expense)
Interest income, related party	198
Note interest expense	(16,519)	(7,315)
Total other income (expense)	(16,321)	(7,315)
Provision for taxes
Net loss	$ (1,022,518)	$ (36,556)
Loss per common share – Basic and diluted	$ (0.09)	$ (0.01)
Weighted average number of common shares outstanding, basic and diluted	11,600,000	6,000,000

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Operating activities
Net loss for the period	$ (1,022,518)	$ (36,556)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation	3,229
Stock-based compensation, related party	41,289
Changes in operating assets and liabilities
Accounts receivable, related party	500,000
Prepaid expense	(54,166)
Deferred service costs	(61,207)
Deferred offering costs	(121,558)
Accrued interest receivable, related party	752
Accounts payable and accrued expenses	232,201
Accounts payable and accrued expenses, related party	(21,085)	7,315
Accrued interest on loans payable, related party	723	(43,893)
Accrued interest on notes payable	15,795
Net cash (used in) operating activities	(486,545)	(73,134)
Investing activities
Repayment of loan issued to related party	100,000
Net cash provided by investing activities	100,000
Financing activities
Proceeds from issuance of loans payable, related party	200,000
Proceeds from issuance of convertible notes payable		20,000
Net cash provided by financing activities	200,000	20,000
Net changes in cash and equivalents	(186,545)	(53,134)
Cash and equivalents at beginning of the period	214,993	56,050
Cash and equivalents at end of the period	28,448	2,916
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid in interest
Cash paid for income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock-based compensation	3,229
Stock-based compensation, related party	41,289
Subscription receipts - escrow	$ 5,468,195

Nature and Continuance of Opera

Nature and Continuance of Operations	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature and Continuance of Operations	1. NATURE AND CONTINUANCE OF OPERATIONS ICOX Innovations Inc. (formerly AppCoin Innovations Inc., formerly RedStone Literary Agents, Inc.) (the “Company”) was incorporated under the laws of State of Nevada on July 20, 2010, with an authorized capital of 75,000,000 common shares, having a par value of $0.001 per share. During the period ended December 31, 2010, the Company commenced operations by issuing shares and developing its publishing service business, focused on representing authors to publishers. On February 14, 2018, the Company changed its name from “AppCoin Innovations Inc.” to “ICOX Innovations Inc.” The Company’s new business model provides a turnkey set of services for companies to develop and integrate blockchain and cryptocurrency technologies into their business operations. The Company will enable its customers to focus on their core competencies while providing the necessary resources and expertise to execute a strategy that will enable companies to integrate new blockchain plus cryptocurrency technologies into their business operations. The Company will be compensated on a fee-for-services model. The Company may also accept tokens or coins in payment for its services, to the extent permitted under applicable law. The Company’s services will include strategic planning, project planning, structure development and administration, business plan modeling, technology development support, whitepaper preparation, due diligence reporting, governance planning and management. Going Concern These consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $1,715,526 as of March 31, 2018 and further losses are anticipated in the pursuit of the Company’s new service business opportunity, raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or the private placement of common stock. In order to address the above factors, subsequent to year end, the Company completed private placements of an aggregate of 9,113,659 subscription receipts at a price of $0.60 per subscription receipt for aggregate gross proceeds of $5,468,195. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classifications 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	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The interim condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“ GAAP Basis of Consolidation The interim condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated. Unaudited Interim Financial Information The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2017 and notes thereto contained in the information as part of the Company’s Annual Report on Form 10-K, which was filed with the SEC on April 2, 2018. Use of Estimates The preparation of interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material. Deferred Offering Costs Costs that the Company incurred in relation to the private placement that has not yet closed has been recorded as deferred offering costs on the Condensed Balance Sheet. Once the private placement is closed then these deferred offering costs will be charged to equity as share issue costs. If the private placement does not close, then these costs will be written off during that period. Mezzanine Equity Subscription receipts that have been received by the Company in relation to the private placement that has not yet closed has been recorded as Mezzanine Equity on the Condensed Balance Sheet. These funds are being recorded separately from shareholders’ equity. Reclassification Certain reclassifications have been made to the 2017 financial statements in order for them to conform to the 2018 presentation. Such reclassifications have no impact on the Company’s financial position or results or operations. Recently Adopted Accounting Pronouncements Statement of Cash Flows (ASU 2016-15) This update provides specific guidance to clarify how entities should classify certain cash receipts and cash payments on the statement of cash flows. The update also clarifies the application of the predominance principle when cash receipts and cash payments have aspects of more than one class of cash flows. The Company adopted this standard effective January 1, 2018. The adoption of this update had no material effect on our financial statements. Financial Instruments – Recognition and Measurement (ASU 2016-01) This update retains the current accounting for classifying and measuring investments in debt securities and loans, but requires equity investments to be measured at fair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. The Company adopted this standard effective January 1, 2018. The adoption of this update had no material effect on our financial statements.

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Notes Payable	3. NOTES PAYABLE On September 14, 2015, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ First Note On December 31, 2016, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Second Note On December 31, 2016, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Third Note On March 2, 2017, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Fourth Note On June 8, 2017, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Fifth Note On September 7, 2017, the Company received a $250,000 loan from a less than 5% shareholder. The loan is unsecured, repayable on demand and is non-interest bearing. On October 30, 2017, this loan was used to subscribe to an unsecured convertible debenture (the “ Sixth Note On October 30, 2017, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Seventh Note Based upon the balances as of March 31, 2018, the convertible notes and the related interest will come due in the following years: Principal Interest Total 2018 $ - $ - $ - 2019 - - - 2020 398,825 47,320 446,145 2021 71,500 16,078 87,578 2022 30,000 5,346 35,346 Total $ 500,325 $ 68,744 $ 569,069

Loans Payable - Related Party

Loans Payable - Related Party	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Loans Payable - Related Party	4. LOANS PAYABLE – RELATED PARTY On March 13, 2018, we entered into a loan agreement with Michael Blum, our Chief Financial Officer, whereby Mr. Blum advanced $100,000 to us. The principal amount of $100,000 is repayable on demand (but no longer than a term of six month) and bears simple interest at a rate of 12% per annum, which is payable upon repayment of the principal amount of $100,000. We are entitled to repay the whole or any portion of the principal amount of $100,000, plus accrued interest on the portion of the principal amount of $100,000 being repaid, at any time. The loan agreement provides that we must, within five days of the release of funds to us from our private placement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full. The loan agreement also provides that if we obtain any indebtedness on terms that are superior to the terms set forth in the loan agreement, then the terms under the loan agreement will be deemed to be amended, as of March 13, 2018, to match such superior terms in a manner and on terms as nearly equivalent as practicable to such superior terms. As at March 31, 2018, interest accrued is $592. On March 27, 2018, we entered into a loan agreement with Greg Burnett, a member of our Advisory Board, whereby Mr. Burnett advanced $100,000 to us. The principal amount of $100,000 is repayable on demand (but no longer than a term of six month) and bears simple interest at a rate of 12% per annum, which is payable upon repayment of the principal amount of $100,000. We are entitled to repay the whole or any portion of the principal amount of $100,000, plus accrued interest on the portion of the principal amount of $100,000 being repaid, at any time. The loan agreement provides that we must, within five days of the release of funds to us from our private placement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full. The loan agreement also provides that if we obtain any indebtedness on terms that are superior to the terms set forth in the loan agreement, then the terms under the loan agreement will be deemed to be amended, as of March 27, 2018, to match such superior terms in a manner and on terms as nearly equivalent as practicable to such superior terms. As at March 31, 2018, interest accrued is $131. Based upon the balances as of March 31, 2018, the loans payable and the related interest will come due in the following years: Principal Interest Total 2018 $ 200,000 $ 723 $ 200,723 Total $ 200,000 $ 723 $ 200,723

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions	5. RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it may rely on advances from stockholders until such time as the Company can support its operations through revenue generation or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by stockholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The Company’s office premises were provided to it at no cost by one of its directors. This director did not take any fees for serving as director during the period ended March 31, 2018. In October 2017, the Company signed an agreement with a company in which the Company’s Chairman is a director, officer, and 30.5% shareholder, to provide strategic management services. The agreement is for a two-year term that will automatically be renewed unless: (i) mutually agreed to by BIG and us, or (ii) written notice of non-renewal is provided by the non-renewing party to the other at least 90 days prior to the end of the term. This agreement committed the Company to pay $35,000 a month and a signing bonus of $100,000 payable as follows: (i) $50,000 upon closing of up to $750,000 of equity financing and (ii) $50,000 payable on signing of the first client agreement. As of March 31, 2018, the Company had trade and other payables owing to this related party of $30,531. Future minimum payments per the agreement are: 2018 $ 315,000 2019 350,000 Total $ 665,000 On December 29, 2017, the Company signed a master service agreement with WENN Digital Inc. (“WENN”), a company in which there is a common director. The agreement was amended on March 15, 2018, pursuant to which the Company changed the scope of services to provide WENN with the services in connection with WENN’s development of an image rights management and protection platform (the “Platform”) using blockchain technology, including (i) the business development and technical services, (ii) the business launch services and (iii) the post-business launch support services. The business services agreement with WENN provides that the fees for the services provided in connection with the development and launch of the Platform (the business development and technical services and business launch services) were deemed earned on the date of execution of the business services agreement. The Company has waived WENN’s requirement to pay the $250,000 fixed fee in connection with the business development and technical services as a concession. The Company has recognized the business development and technical service fee of $500,000 during the year end December 31, 2017, paid in January by WENN upon the completion of its first round of pre-ICO fundraising. The fees for the post-business launch support services (the “Monthly Services” In addition, the business services agreement with WENN provides that the work fee in the amount of $4,175,000 is deemed earned on March 15, 2018 and the work fee is subject to a Renegotiation Obligation (as defined below). The business services agreement with WENN also provides that the additional fee of rights to receive an aggregate of 20,000,000 Platform tokens or coins (the “Tokens” “SAFTs” “WENN Offering” “Renegotiation Obligation” The Company has agreed that WENN will not be responsible for any out-of-pocket expenses incurred by our company in connection with our performance of the services. In addition, the Company has agreed to pay, and otherwise be financially responsible for (including through the reimbursement of disbursements made by WENN and its affiliates), (i) all legal costs and expenses incurred by WENN, our company and any of their affiliates in connection with the WENN Offering; (ii) all business and travel expenses incurred by WENN, our company and any of their affiliates in connection the WENN Offering; and (iii) all fees and expenses incurred by WENN in connection with its conversion of cryptocurrencies into US dollars in connection with the WENN Offering, including bank, exchange and other similar fees and expenses. WENN will have the right to deduct any such amounts from the fees otherwise payable by it to our company and apply such deducted amounts to the payments to our company. The business services agreement will continue for a period of one year unless earlier terminated by either our company or WENN. Either the Company or WENN may terminate the business services agreement upon the provision of 30 days’ written notice to the other party. If the Company provides such notice, WENN may immediately terminate the business services agreement and the Company will be entitled to no further compensation except for any fees earned prior to the date of the termination. If WENN provides such notice, the Company may immediately terminate the business services agreement and will be entitled to no further compensation, except for the following lump sum payments: (i) any fees earned to the effective date of termination; and (ii) a lump sum payment of $105,000. For the purpose of determining our fees earned to the date of the termination in the event that either party terminates the business services agreement, all fees for services in connection with the development and launch of the Platform (the business development and technical services and business launch services) and the additional fee of rights to receive an aggregate of 20,000,000 Tokens are deemed earned on the date of execution of the business services agreement and the work fee is deemed earned as of March 15, 2018. However, the work fees and additional fee are subject to the Renegotiation Obligation. As such, our work fee and additional fee are not determinable or deemed collectible for the financial reporting purposes until the WENN Offering is completed or, if applicable, those fees are renegotiated pursuant to the Renegotiation Obligation. The Company’s chairman and one of its directors, Cameron Chell, is a director, officer and an indirect shareholder of Business Instincts Group Inc. which owns 10% of the common stock of WENN and he is also a director, officer and indirect shareholder of Blockchain Merchant Group, Inc. which owns 2.5% of the common stock of WENN and the Company owns 7.5% of the common stock of WENN. Mr. Chell is also a director, chairman, and officer of WENN. Mr. Elliott is a former officer of WENN.

Share Capital

Share Capital	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Share Capital	6. SHARE CAPITAL The Company’s common stock is issued at a $0.001 par value. 75,000,000 shares have been authorized. As at March 31, 2018, 11,600,000 shares were issued and outstanding (December 31, 2017 – 11,600,000). On March 12 and 19, 2018, we completed private placements of an aggregate of 9,113,659 subscription receipts at a price of $0.60 per subscription receipt for aggregate gross proceeds of $5,468,195. In the event of the occurrence of the escrow release condition (as defined below), each subscription receipt will automatically convert into one share of our common stock, for no additional consideration. The subscription amounts will be held by an escrow agent until the escrow release condition. The escrow release condition is the receipt by our company of conditional approval for the listing of the shares of our common stock on a Canadian stock exchange. In the event that the escrow release condition is satisfied prior to 5:00 p.m. (Vancouver time) on May 31, 2018, we will deliver a notice to the escrow agent confirming the escrow release condition has been satisfied. Upon receipt of the notice, the escrow agent will, as soon as practicable thereafter, release the subscription amounts to our company and each subscription receipt will automatically convert into one share of our common stock without payment of any additional consideration. If the escrow release condition is not satisfied by 5:00 p.m. (Vancouver time) on May 31, 2018 or if we deliver a written default notice to the escrow agent that the escrow release condition will not be satisfied by that time, the subscription receipts will expire and be of no further force and effect, effective as of the earlier of (i) 5:00 p.m. (Vancouver time) on May 31, 2018 and (ii) the date of the receipt of the default notice, and the subscribers will be entitled to receive from the escrow agent a refund of the subscription amounts held in escrow, without interest and less applicable expenses. In connection with the closing of the private placements, we paid cash finder’s fees in the aggregate amount of $29,400 and we agreed to issue 160,865 shares of our common stock at a deemed price of $0.60 per share as the finder’s fee, which will be issued only if the subscription receipts are converted into shares of our common stock. In connection with this private placement, the Company agreed with each subscriber who purchased these Subscription Receipts to prepare and file a registration statement with respect to 50% of the Shares issuable upon conversion of the Subscription Receipts with the United States Securities and Exchange Commission within 90 days following the closing of the private placement and agreed to use commercially reasonable efforts to have the registration statement declared effective by the United States Securities and Exchange Commission as soon as possible after filing. None of the securities issued in the private placement have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2018
Retirement Benefits [Abstract]
Stock-Based Compensation	7. STOCK-BASED COMPENSATION The Company has adopted the 2017 Equity Incentive Plan (“the Plan”) under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees, or consultants of the Company. The terms of the Plan provide that the Board of Directors have the right to grant options to acquire common shares of the Company at not less than the closing market price of the shares on the day preceding the grant at terms of up to ten years. No amounts are paid or payable by the recipient on receipt of the options. As of December 31, 2017, the maximum number of options available for grant was 3,000,000 shares. On January 22, 2018, the maximum number of options available for grant was increased to 3,900,000 shares. As of March 31, 2018, there are 3,075,000 stock options issued (December 31, 2017 – 2,900,000) and 825,000 stock options unissued (December 31, 2017 – 100,000). On February 9, 2018, the Company granted a total of 100,000 stock options to a director. The stock options are exercisable at the exercise price of $0.60 per share for a period of ten years from the date of grant. The stock options are exercisable as follows: (i) 1/3 upon the date of grant; (ii) 1/3 on the first anniversary date; and (iii) 1/3 on the second anniversary date. On February 16, 2018, the Company granted a total of 75,000 stock options to two consultants. The stock options are exercisable at the exercise price of $0.60 per share for a period of ten years from the date of grant. The stock options are exercisable as follows: (i) 1/3 on the first anniversary date; (ii) 1/3 on the second anniversary date; and (iii) 1/3 on the third anniversary date. Stock options granted are valued at the fair value calculation based off the Black-Scholes valuation model. The weighted average assumptions used in the calculation are as follows: Three Months Ended March 31, 2018 2017 Share price $ 0.60 N/A Exercise price $ 0.60 N/A Time to maturity (years) 10 N/A Risk-free interest rate 2.83%-2.87% N/A Expected volatility 187.27%-187.29% N/A Dividend per share $ 0.00 N/A Forfeiture rate Nil N/A Number of Options Weighted Average Grant-Date Fair Value ($) Weighted Average Exercise Price ($) Weighted Average Remaining Life (Yrs) Options outstanding, December 31, 2017 2,900,000 0.10 0.10 9.5 Granted 175,000 0.60 0.60 9.9 Exercised - - - - Forfeited - - - - Options outstanding, March 31, 2018 3,075,000 0.12 0.13 9.5 Options exercisable, March 31, 2018 766,664 0.12 0.12 9.5

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	8. SUBSEQUENT EVENTS On April 13, 2018, we entered into a loan agreement with a subscriber whereby the subscriber advanced $200,000 to us. The principal amount of $200,000 is repayable on demand (but no longer than a term of six month) and bears simple interest at a rate of 12% per annum, which is payable upon repayment of the principal amount of $200,000. We are entitled to repay the whole or any portion of the principal amount of $200,000, plus accrued interest on the portion of the principal amount of $200,000 being repaid, at any time.

Summary of Significant Accoun14

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The interim condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“ GAAP
Basis of Consolidation	Basis of Consolidation The interim condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated.
Unaudited Interim Financial Information	Unaudited Interim Financial Information The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2017 and notes thereto contained in the information as part of the Company’s Annual Report on Form 10-K, which was filed with the SEC on April 2, 2018.
Use of Estimates	Use of Estimates The preparation of interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material.
Deferred Offering Costs	Deferred Offering Costs Costs that the Company incurred in relation to the private placement that has not yet closed has been recorded as deferred offering costs on the Condensed Balance Sheet. Once the private placement is closed then these deferred offering costs will be charged to equity as share issue costs. If the private placement does not close, then these costs will be written off during that period.
Mezzanine Equity	Mezzanine Equity Subscription receipts that have been received by the Company in relation to the private placement that has not yet closed has been recorded as Mezzanine Equity on the Condensed Balance Sheet. These funds are being recorded separately from shareholders’ equity.
Reclassification	Reclassification Certain reclassifications have been made to the 2017 financial statements in order for them to conform to the 2018 presentation. Such reclassifications have no impact on the Company’s financial position or results or operations.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements Statement of Cash Flows (ASU 2016-15) This update provides specific guidance to clarify how entities should classify certain cash receipts and cash payments on the statement of cash flows. The update also clarifies the application of the predominance principle when cash receipts and cash payments have aspects of more than one class of cash flows. The Company adopted this standard effective January 1, 2018. The adoption of this update had no material effect on our financial statements. Financial Instruments – Recognition and Measurement (ASU 2016-01) This update retains the current accounting for classifying and measuring investments in debt securities and loans, but requires equity investments to be measured at fair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. The Company adopted this standard effective January 1, 2018. The adoption of this update had no material effect on our financial statements.

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Schedule of Convertible Notes	Based upon the balances as of March 31, 2018, the convertible notes and the related interest will come due in the following years: Principal Interest Total 2018 $ - $ - $ - 2019 - - - 2020 398,825 47,320 446,145 2021 71,500 16,078 87,578 2022 30,000 5,346 35,346 Total $ 500,325 $ 68,744 $ 569,069

Loans Payable - Related Party (

Loans Payable - Related Party (Tables)	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Schedule of Loans Payable	Based upon the balances as of March 31, 2018, the loans payable and the related interest will come due in the following years: Principal Interest Total 2018 $ 200,000 $ 723 $ 200,723 Total $ 200,000 $ 723 $ 200,723

Related Party Transactions (Tab

Related Party Transactions (Tables)	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Schedule of Future Minimum Payments	Future minimum payments per the agreement are: 2018 $ 315,000 2019 350,000 Total $ 665,000

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2018
Retirement Benefits [Abstract]
Schedule of Assumption Used	Stock options granted are valued at the fair value calculation based off the Black-Scholes valuation model. The weighted average assumptions used in the calculation are as follows: Three Months Ended March 31, 2018 2017 Share price $ 0.60 N/A Exercise price $ 0.60 N/A Time to maturity (years) 10 N/A Risk-free interest rate 2.83%-2.87% N/A Expected volatility 187.27%-187.29% N/A Dividend per share $ 0.00 N/A Forfeiture rate Nil N/A
Schedule of Stock Option Activity	Number of Options Weighted Average Grant-Date Fair Value ($) Weighted Average Exercise Price ($) Weighted Average Remaining Life (Yrs) Options outstanding, December 31, 2017 2,900,000 0.10 0.10 9.5 Granted 175,000 0.60 0.60 9.9 Exercised - - - - Forfeited - - - - Options outstanding, March 31, 2018 3,075,000 0.12 0.13 9.5 Options exercisable, March 31, 2018 766,664 0.12 0.12 9.5

Nature and Continuance of Ope19

Nature and Continuance of Operations (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
State or country of incorporation	Nevada
Date of incorporation	Jul. 20, 2010
Common stock, shares authorized	75,000,000	75,000,000
Common stock, par value	$ 0.001	$ 0.001
Accumulated deficit	$ 1,715,526	$ 693,008
Private Placement [Member]
Aggregate of subscription receipts	9,113,659
Price per subscription	$ 0.60
Aggregate gross proceeds subscription receipts	$ 5,468,195

Notes Payable (Details Narrativ

Notes Payable (Details Narrative)	Oct. 30, 2017USD ($)Subscribers$ / shares	Sep. 07, 2017USD ($)	Jun. 08, 2017USD ($)Subscribers$ / shares	Mar. 02, 2017USD ($)Subscribers$ / shares	Dec. 31, 2016USD ($)Subscribers$ / shares	Jun. 06, 2016USD ($)	Sep. 14, 2015USD ($)Subscribers$ / shares	Mar. 31, 2018USD ($)	Mar. 31, 2017USD ($)	Dec. 31, 2017USD ($)
Rate of interest on convertible note		5.00%
Accrued interest								$ 68,744		$ 52,949
Proceeds from shareholders loan		$ 250,000						200,000
Private Placement Subscription Agreement [Member] | First Note [Member]
Unsecured convertible note, principal amount							$ 73,825
Unsecured convertible note, term							5 years
Number of subscribers | Subscribers							1
Rate of interest on convertible note							18.00%
Convertible note conversion price per share | $ / shares							$ 0.03
Outstanding balance of debt								107,611		104,334
Accrued interest								33,786		30,509
Private Placement Subscription Agreement [Member] | Second Note [Member]
Unsecured convertible note, principal amount					$ 50,000			50,000
Unsecured convertible note, term					5 years
Number of subscribers | Subscribers					1
Rate of interest on convertible note					18.00%
Convertible note conversion price per share | $ / shares					$ 0.03
Outstanding balance of debt								61,243		59,025
Accrued interest								11,243		9,025
Private Placement Subscription Agreement [Member] | Third Note [Member]
Unsecured convertible note, principal amount					$ 21,500			21,500
Unsecured convertible note, term					5 years
Number of subscribers | Subscribers					1
Rate of interest on convertible note					18.00%
Convertible note conversion price per share | $ / shares					$ .03
Outstanding balance of debt								26,335		25,380
Accrued interest								4,835		3,880
Repayment of debt						$ 20,000
Restructuring fee						$ 1,500
Private Placement Subscription Agreement [Member] | Fourth Note [Member]
Unsecured convertible note, principal amount				$ 20,000				20,000
Unsecured convertible note, term				5 years
Number of subscribers | Subscribers				1
Rate of interest on convertible note				18.00%
Convertible note conversion price per share | $ / shares				$ .03
Outstanding balance of debt								23,886		22,998
Accrued interest								3,886		2,998
Private Placement Subscription Agreement [Member] | Fifth Note [Member]
Unsecured convertible note, principal amount			$ 10,000					10,000
Unsecured convertible note, term			5 years
Number of subscribers | Subscribers			1
Rate of interest on convertible note			18.00%
Convertible note conversion price per share | $ / shares			$ 0.03
Outstanding balance of debt								11,460		11,016
Accrued interest								1,460		1,016
Private Placement Subscription Agreement [Member] | Sixth Note [Member]
Unsecured convertible note, principal amount	$ 250,000							250,000
Unsecured convertible note, term	3 years
Number of subscribers | Subscribers	1
Rate of interest on convertible note	10.00%
Convertible note conversion price per share | $ / shares	$ 0.10
Outstanding balance of debt								260,411		254,247
Accrued interest								10,411		4,247
Private Placement Subscription Agreement [Member] | Seventh Note [Member]
Unsecured convertible note, principal amount	$ 75,000							75,000
Unsecured convertible note, term	3 years
Number of subscribers | Subscribers	1
Rate of interest on convertible note	10.00%
Convertible note conversion price per share | $ / shares	$ 0.10
Outstanding balance of debt								78,123		76,274
Accrued interest								$ 3,123		$ 1,274

Notes Payable - Schedule of Con

Notes Payable - Schedule of Convertible Notes (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Principal	$ 500,325	$ 500,325
Interest	68,744	$ 52,949
Total	569,069
2018 [Member]
Principal
Interest
Total
2019 [Member]
Principal
Interest
Total
2020 [Member]
Principal	398,825
Interest	47,320
Total	446,145
2021 [Member]
Principal	71,500
Interest	16,078
Total	87,578
2022 [Member]
Principal	30,000
Interest	5,346
Total	$ 35,346

Loans Payable - Related Party22

Loans Payable - Related Party (Details Narrative) - USD ($)	Mar. 27, 2018	Mar. 13, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 07, 2017
Rate of interest					5.00%
Accrued interest			$ 68,744	$ 52,949
Loan Agreement [Member] | Michael Blum [Member]
Advance from related party		$ 100,000
Debt, principal amount		$ 100,000
Debt, term		6 months
Rate of interest		12.00%
Repayment of principal amount		$ 100,000
Debt instrument, description		We are entitled to repay the whole or any portion of the principal amount of $100,000, plus accrued interest on the portion of the principal amount of $100,000 being repaid, at any time. The loan agreement provides that we must, within five days of the release of funds to us from our private placement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full.
Accrued interest			592
Loan Agreement [Member] | Greg Burnett [Member]
Advance from related party	$ 100,000
Debt, principal amount	$ 100,000
Debt, term	6 months
Rate of interest	12.00%
Repayment of principal amount	$ 100,000
Debt instrument, description	We are entitled to repay the whole or any portion of the principal amount of $100,000, plus accrued interest on the portion of the principal amount of $100,000 being repaid, at any time. The loan agreement provides that we must, within five days of the release of funds to us from our private placement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full.
Accrued interest			$ 131

Loans Payable - Related Party -

Loans Payable - Related Party - Schedule of Loans Payable (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Principal	$ 200,000
Interest	723
Total	200,723
2018 [Member]
Principal	200,000
Interest	723
Total	$ 200,723

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Mar. 15, 2018	Dec. 29, 2017	Oct. 31, 2017	Mar. 31, 2018	Dec. 31, 2017
Other payables to related parties				$ 30,531
Payments for development and technical services		$ 250,000
Services fee		$ 35,000			$ 500,000
Business Instincts Group Inc [Member]
Ownership percentage				10.00%
Blockchain Merchant Group, Inc [Member]
Ownership percentage				2.50%
WENN [Member]
Ownership percentage				7.50%
First Client Agreement [Member]
Initial payments for agreement			$ 50,000
Business Services Agreement [Member]
Services fee	$ 4,175,000
Chairman Director Officer and Shareholder [Member]
Percentage for services			30.50%
Repayments to related party debt			$ 35,000
Payments for signing bonus			100,000
Payment for equity financing			50,000
Chairman Director Officer and Shareholder [Member] | Maximum [Member]
Payment for equity financing			$ 750,000
WENN [Member]
Lump sum payment				$ 105,000

Related Party Transactions - Sc

Related Party Transactions - Schedule of Future Minimum Payments (Details)	Mar. 31, 2018USD ($)
Related Party Transactions [Abstract]
2,018	$ 315,000
2,019	350,000
Total	$ 665,000

Share Capital (Details Narrativ

Share Capital (Details Narrative) - USD ($)	Mar. 19, 2018	Mar. 12, 2018	Mar. 31, 2018	Dec. 31, 2017
Common stock par value			$ 0.001	$ 0.001
Common stock shares authorized			75,000,000	75,000,000
Common stock shares issued			11,600,000	11,600,000
Common stock shares outstanding			11,600,000	11,600,000
Private Placements [Member]
Aggregate of subscription receipts	9,113,659	9,113,659
Price per subscription	$ 0.60	$ 0.60
Aggregate gross proceeds subscription receipts	$ 5,468,195	$ 5,468,195
Cash finder's fees	$ 29,400	$ 29,400
Number of common stock shares issued	160,865	160,865
Shares issued price per share	$ 0.60	$ 0.60
Shares issuable upon conversion of the subscription receipts, percentage	50.00%	50.00%

Stock-Based Compensation (Detai

Stock-Based Compensation (Details Narrative) - $ / shares	Feb. 16, 2018	Feb. 09, 2018	Mar. 31, 2018	Dec. 31, 2017	Jan. 22, 2018
Number of stock options granted			175,000
Stock options exercise price			$ 0.12
Director [Member]
Number of stock options granted		100,000
Stock options exercise price		$ 0.60
Stock options exercisable term		10 years
Two Consultants [Member]
Number of stock options granted	75,000
Stock options exercise price	$ 0.60
Stock options exercisable term	10 years
2017 Equity Incentive Plan [Member]
Number of options available for grant				3,000,000
Number of stock options granted			3,075,000	2,900,000
Stock options unissued			825,000	100,000
2017 Equity Incentive Plan [Member] | Maximum [Member]
Number of options available for grant					3,900,000

Stock-Based Compensation - Sche

Stock-Based Compensation - Schedule of Assumption Used (Details) - $ / shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share price	$ 0.60
Exercise price	$ 0.60
Time to maturity (years)	10 years	0 years
Risk-free interest rate		0.00%
Expected volatility		0.00%
Dividend per share	$ 0
Forfeiture rate	0.00%	0.00%
Minimum [Member]
Risk-free interest rate	2.83%
Expected volatility	187.27%
Maximum [Member]
Risk-free interest rate	2.87%
Expected volatility	187.29%

Stock-Based Compensation - Sc29

Stock-Based Compensation - Schedule of Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2018$ / sharesshares
Retirement Benefits [Abstract]
Number of Options, Outstanding Beginning Balance | shares	2,900,000
Number of Options, Granted | shares	175,000
Number of Options, Exercised | shares
Number of Options, Forfeited | shares
Number of Options, Outstanding Ending Balance | shares	3,075,000
Number of Options, Options Exercisable, Ending Balance | shares	766,664
Weighted Average Grant-Date Fair Value, Options Outstanding, Beginning Balance	$ 0.10
Weighted Average Grant-Date Fair Value, Granted	0.60
Weighted Average Grant-Date Fair Value, Exercised
Weighted Average Grant-Date Fair Value, Forfeited
Weighted Average Grant-Date Fair Value, Options Outstanding, Ending balance	0.12
Weighted Average Grant-Date Fair Value, Options Exercisable, Ending balance	0.12
Weighted Average Exercise Price, Options Outstanding, Beginning Balance	0.10
Weighted Average Exercise Price, Granted	0.60
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited
Weighted Average Exercise Price, Options Outstanding, Ending balance	0.13
Weighted Average Exercise Price, Options Exercisable, Ending balance	$ 0.12
Weighted Average Remaining Life (Yrs), Options Outstanding, Beginning Balance	9 years 6 months
Weighted Average Remaining Life (Yrs), Granted	9 years 10 months 25 days
Weighted Average Remaining Life (Yrs), Options Outstanding, Ending Balance	9 years 6 months
Weighted Average Remaining Life (Yrs), Options Exercisable	9 years 6 months

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Apr. 13, 2018	Sep. 07, 2017
Rate of interest		5.00%
Subsequent Event [Member] | Loan Agreement [Member] | Subscriber [Member]
Advance from related party	$ 200,000
Debt, principal amount	$ 200,000
Rate of interest	12.00%
Debt, term	6 months
Repayments of debt	$ 200,000
Debt instrument, description	We are entitled to repay the whole or any portion of the principal amount of $200,000, plus accrued interest on the portion of the principal amount of $200,000 being repaid, at any time.