Cryomass (CRYM) 10-Q 12 Aug 19 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 12, 2019
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2019
Entity Registrant Name	First Colombia Development Corp.
Entity Central Index Key	0001533030
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		105,426,708
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Current Reporting Status	Yes
Entity Shell Company	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Current assets:
Cash	$ 3,120,845	$ 197,962
Prepaid expenses and advances	4,863
Assets held for sale	48,452	48,238
Total current assets	3,174,160	246,200
Assets held for sale	456,762	457,361
Total assets	3,630,922	703,561
Current liabilities:
Accounts payable and accrued liabilities	141,584	23,323
Due to related party	7,972	7,846
Liabilities held for sale	23,123	25,860
Total liabilities	172,679	57,029
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value, 100,000 shares authorized, no shares issued and outstanding respectively
Common stock, $0.001 par value, 500,000,000 shares authorized, 81,837,016 shares and 76,400,016 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively	81,837	76,400
Additional paid-in capital	4,091,698	1,425,885
Common stock to be issued	438,400
Accumulated deficit	(1,133,225)	(840,656)
Accumulated other comprehensive loss	(20,467)	(15,097)
Total stockholders' equity	3,458,243	646,532
Total liabilities and stockholders' equity	$ 3,630,922	$ 703,561

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2019	Dec. 31, 2018
Preferred Stock, Par Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	100,000	100,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares, Issued	81,837,016	76,400,016
Common Stock, Shares, Outstanding	81,837,016	76,400,016

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Operating expenses:
Selling, marketing and administraitve	$ 218,680	$ 54,785	$ 266,193	$ 69,434
Bank charges	3,558	456	3,667	222
Total operating expenses	222,238	55,241	269,860	69,656
Loss from operations	(222,238)	(55,241)	(269,860)	(69,656)
Other expenses:
Interest expense		(2,547)		(38,872)
Gain (loss) on foreign exchange	16	(218)	(430)	475
Total other expenses	16	(2,765)	(430)	(38,397)
Net loss from continuing operations, before taxes	(222,222)	(58,006)	(270,290)	(108,053)
Income taxes	0	0	0	0
Net loss from continuing operations	(222,222)	(58,006)	(270,290)	(108,053)
Net income (loss) from discontinued operations, net of tax	991	(27,628)	(22,279)	(27,628)
Net loss	(221,231)	(85,634)	(292,569)	(135,681)
Comprehensive income (loss) from discontinued operations	(5,824)	(3,971)	(5,370)	(3,971)
Comprehensive loss	$ (227,055)	$ (89,605)	$ (297,939)	$ (139,652)
Net loss per common share:
Loss from continuing operations - basic and diluted (in dollars pre share)	$ 0	$ 0	$ 0	$ 0
Income (loss) from discontinued operations - basic and diluted (in dollars per share)	0	0	0	0
Loss per common share - basic and diluted (in dollars per share)	$ 0	$ 0	$ 0	$ 0
Weighted average common shares outstanding-basic and diluted (in shares)	76,949,642	73,520,016	76,676,347	72,348,745

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash flows from operating activities:
Net loss	$ (292,569)	$ (135,681)
Changes in operating assets and liabilities:
Prepaid expenses and advances	(4,863)
Accounts payable and accrued liabilities	118,261	(89,931)
Net cash used in operating activities from continuing operations	(179,171)	(225,613)
Net cash provided by (used in) operating activities from discontinued operations	(13,159)	11,841
Net cash used in operating activities	(192,330)	(213,772)
Cash flows from investing activities:
Net cash paid for subsidiary		(54,793)
Purchase of property and equipment		(97,494)
Net cash used in investing activities from discontinued operations		(152,287)
Net cash used in investing activities		(152,287)
Cash flows from financing activities:
Proceeds (payments) on related party loans	126	(213)
Proceeds from sale of common stock issued	2,718,500	500,000
Equity issuance costs	(47,250)
Proceeds from common stock subscribed and to be issued	438,400	465,000
Net cash provided by financing activities from continuing operations	3,109,776	964,787
Net cash provided by financing activities from discontinued operations	0	0
Net cash provided by financing activities	3,109,776	964,787
Net increase in cash from continuing operations	2,930,605	739,174
Net (decrease) in cash from discontinued operations	(13,159)	(140,446)
Effect of exchange rate changes on cash	(3,914)	(1,418)
Cash at beginning of period, continuing operations	197,962	107
Cash at beginning of period, discontinued operations	9,351
Cash at end of period	$ 3,120,845	597,417
Supplemental disclosure of non-cash financing activities:
Forgiveness of shareholder loan		$ 46,156

CONDENSED STATEMENTS OF STOCKHO

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Common Stock to be Issued [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income [Member]	Total
Beginning Balance at Dec. 31, 2017	$ 69,520	$ 166,609		$ (413,199)		$ (177,070)
Beginning Balance (shares) at Dec. 31, 2017	69,520,016
Common stock issued pursuant to private placement, net of issuance costs	$ 4,000	496,000				500,000
Common stock issued pursuant to private placement, net of issuance costs (in shares)	4,000,000
Common stock to be issued pursuant to private placement			$ 465,000			465,000
Gain on forgiveness of shareholder loan		46,156				46,156
Net loss				(13,568)	$ (3,971)	(139,652)
Ending Balance at Jun. 30, 2018	$ 73,520	708,765	465,000	(548,880)	(3,971)	694,434
Ending Balance (shares) at Jun. 30, 2018	73,520,016
Beginning Balance at Dec. 31, 2018	$ 76,400	1,425,885		(840,656)	(15,097)	646,532
Beginning Balance (shares) at Dec. 31, 2018	76,400,016
Common stock issued pursuant to private placement, net of issuance costs	$ 5,437	2,665,813				2,671,250
Common stock issued pursuant to private placement, net of issuance costs (in shares)	5,437,000
Common stock to be issued pursuant to private placement			438,400			438,400
Net loss				(292,569)	(5,369)	(297,939)
Ending Balance at Jun. 30, 2019	$ 81,837	$ 4,091,698	$ 438,400	$ (1,133,225)	$ (20,466)	$ 3,458,243
Ending Balance (shares) at Jun. 30, 2019	81,837,016

Nature of the Business and Basi

Nature of the Business and Basis of Presentation	6 Months Ended
	Jun. 30, 2019
Nature of Operations [Text Block]	1. Nature of the Business and Basis of Presentation First Colombia Development Inc. (the "Company") was incorporated under the laws of the State of Nevada on May 10, 2011. Effective April 26, 2018, the Company changed its name from AFC Building Technologies Inc. to First Colombia Development Inc. On May 10, 2018, the Company acquired all the issued and outstanding share capital of a Colombian company, First Colombia Devco SAS. ("Devco"), and began to establish various business ventures in Colombia in the agriculture and real estate development, tourism, and infrastructure sectors before commencing to phase them out in April 2019. On April 26, 2019, the Company began to reposition itself into the cannabis industry in the United States, and on May 14, 2019, announced two non-binding letters of intent to acquire assets in the cannabis space, including medical marijuana dispensaries and cannabis oil extraction assets.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies [Text Block]	2. Summary of Significant Accounting Policies a) Basis of Presentation and Consolidation The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the Securities and Exchange Commission ("SEC") instructions for companies filing Form 10-Q. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2019, and the results of operations and cash flows for the periods ended June 30, 2019 and 2018. The financial data and other information disclosed in the notes to the interim condensed consolidated financial statements related to the periods are unaudited. The results for the three & six month period ended June 30, 2019 is not necessarily indicative of the results to be expected for any subsequent period or the entire year ending December 31, 2019. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s annual audited financial statements and notes thereto for the year ended December 31, 2018, included in the Company’s Form 10-K filed on May 24, 2019 with the SEC. These unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly- owned subsidiary, First Colombia Devco SAS (from the date of acquisition, May 10, 2018). All inter-company balances and transactions have been eliminated. Going Concern In accordance with Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern Based on its current operating plan, the Company expects that its cash will be sufficient to fund its operating expenses and debt service requirements for at least 12 months from the issuance date of these interim condensed consolidated financial statements. Based on this, the Company has determined there is not substantial doubt about the Company’s ability to continue as a going concern. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations. Although the Company has been successful in raising capital in the past, there is no assurance that it will be successful in obtaining such additional financing on terms acceptable to the Company, if at all. b) Use of Estimates The preparation of these unaudited interim condensed consolidated financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the estimated useful lives and recoverability of long-lived assets, deferred income tax asset valuations and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. c) Property and Equipment Property and equipment are stated at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following annual rates: Office equipment and furniture 10 years straight-line basis Machinery and equipment 5-10 years sraight-line basis d) Long-lived Assets In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. e) Financial Instruments/Concentrations The Company’s financial instruments consist principally of cash, accounts payable, and due to related party. Pursuant to ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, the fair value of cash equivalents are determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the Company’s other financial instruments approximate their current fair values because of their nature and relatively short maturity dates or durations. f) Foreign Currency Translation The functional currency of the Company is the United States dollar. The functional currency of the subsidiary is the Colombian Peso. The financial statements of the Company’s Colombian subsidiary were translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters, using period-end rates of exchange for assets and liabilities, and average rates of exchange for the year for revenues and expenses. The period-end exchange rate at June 30, 2019 was 3,201 Colombian Pesos to United States dollar, compared to the December 31, 2018 rate of 3,248, and the average exchange rate for the six months ended June 30, 2019 was 3,189 Colombian Pesos to United States dollar. Gains and losses arising on foreign currency denominated transactions included in the determination of income. Foreign currency transactions are primarily undertaken in Colombian Pesos and Canadian dollars. The Company has not, to the date of these unaudited interim condensed consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. g) Comprehensive Loss ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive income (loss) and its components in the unaudited interim condensed consolidated financial statements. During the period ended June 30, 2019 and 2018, the Company’s only component of comprehensive income was foreign currency translation adjustments. h) Recent Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, "Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting " which addresses accounting for issuance of all share-based payments on the same accounting model. Previously, accounting for share-based payments to employees was covered by ASC Topic 718 while accounting for such payments to non-employees was covered by ASC Subtopic 505-50. As it considered recently issued updates to ASC 718, the FASB, as part of its simplification initiatives, decided to replace ASC Subtopic 505-50 with Topic 718 as the guidance for non-employee share-based awards. Under this new guidance, both sets of awards, for employees and non-employees, will essentially follow the same model, with small variations related to determining the term assumption when valuing a non-employee award as well as a different expense attribution model for non-employee awards as opposed to employee awards. The ASU is effective for public business entities beginning in 2019 calendar years and one year later for non-public business entities. The Company adopted the new guidance on January 1, 2019. The adoption of ASU 2016-02 did not have a material impact on the Company's financial statements as the Company did not have any share-based compensation. The Company has evaluated all other new ASUs issued by FASB, and has concluded that these updates do not have a material effect on the Company's financial statements as of June 30, 2019.

Discontinued Operations

Discontinued Operations	6 Months Ended
	Jun. 30, 2019
Cash, Including Discontinued Operations [Abstract]
Discontinued Operations	3. Discontinued Operations The accompanying condensed consolidated balance sheets include the following carrying amounts of assets and liabilities related to these discontinued operations: June 30, December 31, 2019 2018 Assets Cash $ 18,472 $ 9,351 Inventory - 10,459 Prepaid expenses and advances 29,980 28,428 Current assets held for sale 48,452 48,238 Property and equipment, net 456,762 457,361 Total assets held for sale $ 505,214 $ 505,599 Liabilities Accounts payable and accrued liabilities $ 23,123 $ 25,860 Total liabilities held for sale $ 23,123 $ 25,860 The condensed consolidated statements of operations include the following operating results related to these discontinued operations: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Selling, marketing and administraitve $ (1,030 ) $ 27,508 $ 19,716 $ 27,508 Impairment loss (16 ) - 903 - Interest expense 79 120 310 120 Net (income) loss from discontinued operations, before taxes 967 (27,628 ) (20,929 ) (27,628 ) Income taxes (24 ) - 1,350 - Net income (loss) from discontinued operations, net of tax $ 991 $ (27,628 ) $ (22,279 ) $ (27,628 ) Foreign currency translation adjustments (5,824 ) (3,971 ) (5,370 ) (3,971 ) Comprehensive loss from discontinued operations, net of tax $ (4,833 ) $ (31,599 ) $ (27,649 ) $ (31,599 ) The condensed consolidated statements of cash flows include non-cash impairment charges of $903 for the six months ended June 30, 2019 and depreciation expense of $368 and $94 for the six months ended June 30, 2019 and 2018, respectively, related to these discontinued operations.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2019
Related Party Transactions [Text Block]	4. Related Party Transactions At June 30, 2019, the Company owed $7,972 (December 31, 2018 - $7,846) to the Chief Financial Officer of the Company. These were monies advanced for general working capital purposes (i.e. accounting and professional fees) as required. The amount is unsecured, non-interest bearing and due on demand.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2019
Stockholders' Equity Note [Abstract]
Stockholders' Equity [Text Block]	5. Stockholders’ Equity In June 2019, the Company completed a private placement for the sale of its common stock. The Company issued 5,437,000 shares of common stock for gross proceeds of $2,718,500, or $0.50 per share, minus equity issuance costs of $47,250. The Company received an additional $438,400 in proceeds for common stock subscribed but not yet issued as of June 30, 2019. As of June 30, 2019, the Company had 81,837,016 shares of common stock issued and outstanding. On February 22, 2018, the Company issued 4,000,000 post-split shares of common stock at $0.125 per share for cash proceeds of $500,000. On April 26, 2018, the Company effected a 2-1 forward stock split of the issued and outstanding shares of common stock. All share and per share information have been retroactively adjusted to reflect the forward stock split. On August 3, 2018, the Company completed a non-brokered private placement and issued 2,880,000 post-split shares of common stock at $0.25 per share for aggregate gross proceeds of $720,000. At June 30, 2018, subscriptions of $465,000 relating to the private placement had been received.

License Agreement

License Agreement	6 Months Ended
	Jun. 30, 2019
License Agreement [Text Block]	6. License Agreement On June 30, 2015, the Company entered into a license agreement with a shareholder of the Company. Pursuant to the agreement, the Company received an exclusive worldwide license in regard to 15 domain names related to the automotive e-commerce business for a period of 40 years. In consideration for the granting of the license, the Company will pay to the licensor a royalty of 2.5% of gross sales for any revenue derived from the use of the licensed domains. The Company has not generated any revenue to date.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2019
Subsequent Events [Text Block]	7. Subsequent Events During the quarter ended June 30, 2019, the Company announced it had entered into a non-binding letter of intent with Critical Mass Industries LLC DBA Good Meds ("Good Meds") pursuant to which the Company would acquire the management assets related to dispensing, cultivation and extraction as well as the brand assets of Good Meds, which includes BOSM Labs, in exchange for $1,999,770 and 15,053,233 shares of common stock. On August 7, 2019, the Company successfully completed this transaction substantially in accordance with the terms previously indicated. The Company also entered into a non-binding letter of intent with General Extract LLC, a Denver-based early stage company engaged in importing CBD oil from Colombia for distribution and eventually, further refinement into consumable products. The consideration for this transaction is the Colombian subsidiary, First Colombia Devco SAS, along with its principal remaining asset, approximately 13 hectares of undeveloped land. The transaction is expected to close in the third quarter. During the quarter, we commenced a private placement through the sale of common stock. As of June 30, 2019, we had received gross cash proceeds of $3,156,900. Subsequent to the end of the quarter, on August 5, 2019, we closed the private placement with total gross proceeds of $7,736,730 including cash proceeds of $7,162,503 and conversion of debt assumed in the Good Meds acquisition of $574,227.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2019
Basis of Presentation and Consolidation [Policy Text Block]	a) Basis of Presentation and Consolidation The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the Securities and Exchange Commission ("SEC") instructions for companies filing Form 10-Q. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2019, and the results of operations and cash flows for the periods ended June 30, 2019 and 2018. The financial data and other information disclosed in the notes to the interim condensed consolidated financial statements related to the periods are unaudited. The results for the three & six month period ended June 30, 2019 is not necessarily indicative of the results to be expected for any subsequent period or the entire year ending December 31, 2019. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s annual audited financial statements and notes thereto for the year ended December 31, 2018, included in the Company’s Form 10-K filed on May 24, 2019 with the SEC. These unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly- owned subsidiary, First Colombia Devco SAS (from the date of acquisition, May 10, 2018). All inter-company balances and transactions have been eliminated. Going Concern In accordance with Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern Based on its current operating plan, the Company expects that its cash will be sufficient to fund its operating expenses and debt service requirements for at least 12 months from the issuance date of these interim condensed consolidated financial statements. Based on this, the Company has determined there is not substantial doubt about the Company’s ability to continue as a going concern. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations. Although the Company has been successful in raising capital in the past, there is no assurance that it will be successful in obtaining such additional financing on terms acceptable to the Company, if at all.
Use of Estimates [Policy Text Block]	b) Use of Estimates The preparation of these unaudited interim condensed consolidated financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the estimated useful lives and recoverability of long-lived assets, deferred income tax asset valuations and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Property and Equipment [Policy Text Block]	c) Property and Equipment Property and equipment are stated at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following annual rates: Office equipment and furniture 10 years straight-line basis Machinery and equipment 5-10 years sraight-line basis
Long-lived Assets [Policy Text Block]	d) Long-lived Assets In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
Financial Instruments/Concentrations [Policy Text Block]	e) Financial Instruments/Concentrations The Company’s financial instruments consist principally of cash, accounts payable, and due to related party. Pursuant to ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, the fair value of cash equivalents are determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the Company’s other financial instruments approximate their current fair values because of their nature and relatively short maturity dates or durations.
Foreign Currency Translation [Policy Text Block]	f) Foreign Currency Translation The functional currency of the Company is the United States dollar. The functional currency of the subsidiary is the Colombian Peso. The financial statements of the Company’s Colombian subsidiary were translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters, using period-end rates of exchange for assets and liabilities, and average rates of exchange for the year for revenues and expenses. The period-end exchange rate at June 30, 2019 was 3,201 Colombian Pesos to United States dollar, compared to the December 31, 2018 rate of 3,248, and the average exchange rate for the six months ended June 30, 2019 was 3,189 Colombian Pesos to United States dollar. Gains and losses arising on foreign currency denominated transactions included in the determination of income. Foreign currency transactions are primarily undertaken in Colombian Pesos and Canadian dollars. The Company has not, to the date of these unaudited interim condensed consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Comprehensive Loss [Policy Text Block]	g) Comprehensive Loss ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive income (loss) and its components in the unaudited interim condensed consolidated financial statements. During the period ended June 30, 2019 and 2018, the Company’s only component of comprehensive income was foreign currency translation adjustments.
Recent Accounting Pronouncements [Policy Text Block]	h) Recent Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, "Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting " which addresses accounting for issuance of all share-based payments on the same accounting model. Previously, accounting for share-based payments to employees was covered by ASC Topic 718 while accounting for such payments to non-employees was covered by ASC Subtopic 505-50. As it considered recently issued updates to ASC 718, the FASB, as part of its simplification initiatives, decided to replace ASC Subtopic 505-50 with Topic 718 as the guidance for non-employee share-based awards. Under this new guidance, both sets of awards, for employees and non-employees, will essentially follow the same model, with small variations related to determining the term assumption when valuing a non-employee award as well as a different expense attribution model for non-employee awards as opposed to employee awards. The ASU is effective for public business entities beginning in 2019 calendar years and one year later for non-public business entities. The Company adopted the new guidance on January 1, 2019. The adoption of ASU 2016-02 did not have a material impact on the Company's financial statements as the Company did not have any share-based compensation. The Company has evaluated all other new ASUs issued by FASB, and has concluded that these updates do not have a material effect on the Company's financial statements as of June 30, 2019.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Schedule of estimated useful life of property and equipment [Table Text Block]	Office equipment and furniture 10 years straight-line basis Machinery and equipment 5-10 years sraight-line basis

Discontinued Operations (Tables

Discontinued Operations (Tables)	6 Months Ended
	Jun. 30, 2019
Cash, Including Discontinued Operations [Abstract]
Schedule of discontinued operations carrying amounts of assets and liabilities [Table Text Block]	June 30, December 31, 2019 2018 Assets Cash $ 18,472 $ 9,351 Inventory - 10,459 Prepaid expenses and advances 29,980 28,428 Current assets held for sale 48,452 48,238 Property and equipment, net 456,762 457,361 Total assets held for sale $ 505,214 $ 505,599 Liabilities Accounts payable and accrued liabilities $ 23,123 $ 25,860 Total liabilities held for sale $ 23,123 $ 25,860
Schedule of discontinued operations statements of operations [Table Text Block]	Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Selling, marketing and administraitve $ (1,030 ) $ 27,508 $ 19,716 $ 27,508 Impairment loss (16 ) - 903 - Interest expense 79 120 310 120 Net (income) loss from discontinued operations, before taxes 967 (27,628 ) (20,929 ) (27,628 ) Income taxes (24 ) - 1,350 - Net income (loss) from discontinued operations, net of tax $ 991 $ (27,628 ) $ (22,279 ) $ (27,628 ) Foreign currency translation adjustments (5,824 ) (3,971 ) (5,370 ) (3,971 ) Comprehensive loss from discontinued operations, net of tax $ (4,833 ) $ (31,599 ) $ (27,649 ) $ (31,599 )

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Narrative) (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2019USD ($)	Jun. 30, 2018USD ($)	Jun. 30, 2019USD ($)	Jun. 30, 2018USD ($)	Dec. 31, 2018USD ($)
Accounting Policies [Abstract]
Foreign Currency Exchange Rate, Translation	3,201		3,201		3,248
Average Foreign Currency Exchange Rate, Translation			3,189
Accumulated deficit	$ (1,133,225)		$ (1,133,225)		$ (840,656)
Net Loss	(221,231)	$ (85,634)	(292,569)	$ (135,681)
Net cash used in operating activities			(192,330)	$ (213,772)
Cash	$ 3,120,845		$ 3,120,845		$ 197,962

Discontinued Operations (Narrat

Discontinued Operations (Narrative) (Details) - First Colombia Devco SAS [Member]	6 Months Ended
	Jun. 30, 2019USD ($)ha	Jun. 30, 2018USD ($)
Area of Land | ha	13
Discontinued operations non-cash impairment charges	$ 903
Discontinued operations depreciation expense	$ 368	$ 94

Related Party Transactions (Nar

Related Party Transactions (Narrative) (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Amount due to related party	$ 7,972	$ 7,846
Chief Financial Officer [Member]
Amount due to related party	$ 7,972	$ 7,846

Stockholders' Equity (Narrative

Stockholders' Equity (Narrative) (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Subsidiary, Sale of Stock [Line Items]
Equity issuance costs		$ 47,250
Common stock issued (in shares)	81,837,016	81,837,016		76,400,016
Common stock outstanding (in shares)	81,837,016	81,837,016		76,400,016
Common stock issued pursuant to private placement, net of issuance costs		$ 2,671,250	$ 500,000
Proceeds from common stock subscribed and to be issued		$ 438,400	465,000
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Stock price per share (in dollars per share)	$ 0.125	$ 0.125
Common stock issued pursuant to private placement, net of issuance costs		$ 5,437	$ 4,000
Common stock issued pursuant to private placement, net of issuance costs (in shares)		5,437,000	4,000,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock issued private placement		5,437,000
Gross proceeds from private placement		$ 2,718,500
Stock price per share (in dollars per share)	$ 0.50	$ 0.50
Equity issuance costs		$ 47,250
Additional proceeds for common stock subscribed but not yet issued	$ 438,400	$ 438,400
Proceeds from common stock subscribed and to be issued	$ 3,156,900
Number of shares issued for non-brokered private placement		2,880,000
Proceeds from issuance of non-brokered private placement		$ 720,000
Non-brokered private placement stock issued price per share		$ 0.25

Licensing Agreement (Narrative)

Licensing Agreement (Narrative) (Details)	6 Months Ended
	Jun. 30, 2019
License period	40 years
Royalty of gross sales, licensed domains	2.50%

Subsequent Events (Narrative) (

Subsequent Events (Narrative) (Details)	Aug. 05, 2019USD ($)	Jun. 30, 2019USD ($)ha	Jun. 30, 2019USD ($)hashares	Jun. 30, 2018USD ($)
Proceeds from sale of common stock under private placement			$ 438,400	$ 465,000
Private Placement [Member]
Proceeds from sale of common stock under private placement		$ 3,156,900
Critical Mass Industries LLC Dba Good Meds [Member]
Amount exchanged to acquire management assets			$ 1,999,770
Number of shares exchanged to acquire management assets | shares			15,053,233
First Colombia Devco SAS [Member]
Area of undeveloped land | ha		13	13
Subsequent Event [Member] | Private Placement [Member]
Total gross proceeds including cash proceeds of private placement and conversion of debt assumed in the acquisition	$ 7,736,730
Proceeds from sale of common stock under private placement	7,162,503
Proceeds from conversion of debt assumed in acquisition	$ 574,227

Schedule of Estimated Useful Li

Schedule of Estimated Useful Lives of Property and Equipment (Details)	6 Months Ended
	Jun. 30, 2019
Office equipment and furniture [Member]
Property, Plant and Equipment, Useful Life	10 years
Machinery and equipment [Member] | Minimum [Member]
Property, Plant and Equipment, Useful Life	5 years
Machinery and equipment [Member] | Maximum [Member]
Property, Plant and Equipment, Useful Life	10 years

Discontinued Operations (Detail

Discontinued Operations (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Assets
Cash	$ 9,351
Property and equipment, net	456,762	$ 457,361
Liabilities
Total liabilities held for sale	23,123	25,860
First Colombia Devco SAS [Member]
Assets
Cash	18,472	9,351
Inventory	0	10,459
Prepaid expenses and advances	29,980	28,428
Current assets held for sale	48,452	48,238
Property and equipment, net	456,762	457,361
Total assets held for sale	505,214	505,599
Liabilities
Accounts payable and accrued liabilities	23,123	25,860
Total liabilities held for sale	$ 23,123	$ 25,860

Discontinued Operations (Deta_2

Discontinued Operations (Details 1) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Foreign currency translation adjustments	$ (5,824)	$ (3,971)	$ (5,370)	$ (3,971)
First Colombia Devco SAS [Member]
Selling, marketing and administraitve	(1,030)	27,508	19,716	27,508
Impairment loss	(16)	0	903	0
Interest expense	79	120	310	120
Net (income) loss from discontinued operations, before taxes	967	(27,628)	(20,929)	(27,628)
Income taxes	(24)	0	1,350	0
Net income (loss) from discontinued operations, net of tax	991	(27,628)	(22,279)	(27,628)
Foreign currency translation adjustments	(5,824)	(3,971)	(5,370)	(3,971)
Comprehensive loss from discontinued operations, net of tax	$ (4,833)	$ (31,599)	$ (27,649)	$ (31,599)