Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Dec. 27, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Lifelogger Technologies Corp | |
Entity Central Index Key | 1,567,771 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 9,640,915 | |
Trading Symbol | LOGG | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Interim Balance Sheet
Condensed Interim Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash | $ 102 | $ 781 |
Prepaid expenses | 2,000 | |
Deferred financing costs | 683 | |
Total current assets, | 102 | 3,464 |
Total Assets | 102 | 3,464 |
Current Liabilities: | ||
Accounts payable (Note 4) | 177,621 | 129,295 |
Accrued expenses on convertible notes payable | 1,169,866 | 467,733 |
Convertible notes payable, net of unamortized discount of $12,804 and (2017 - $44,074) (Note 5) | 1,104,595 | 1,081,034 |
Derivative liability - notes and warrants (Note 6) | 449,925 | 347,700 |
Total current liabilities | 2,902,007 | 2,025,762 |
Total liabilities | 2,902,007 | 2,025,762 |
Stockholders' Deficiency: | ||
Preferred stock par value $0.001: 5,000,000 shares authorized; Preferreed Shares Series A 1,000 and 0 shares issued and outstanding, respectively (Note 10) | 1 | 1 |
Common stock par value $0.001: 495,000,000 shares authorized; 9,640,915 and 8,772,734 shares issued and outstanding, respectively (Note 10) | 9,642 | 8,774 |
Additional paid-in capital | 4,056,007 | 3,952,837 |
Accumulated deficit | (6,967,555) | (5,983,910) |
Total stockholders' deficiency | (2,901,905) | (2,022,298) |
Total Liabilities and Stockholders' Deficiency | $ 102 | $ 3,464 |
Condensed Interim Balance She_2
Condensed Interim Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Convertible note payable, unamortized discount | $ 12,804 | $ 44,074 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 495,000,000 | 495,000,000 |
Common stock, shares issued | 9,640,915 | 8,772,734 |
Common stock, shares outstanding | 9,640,915 | 8,772,734 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares issued | 1,000 | 0 |
Preferred stock, shares outstanding | 1,000 | 0 |
Condensed Interim Statements of
Condensed Interim Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Cost of revenue | ||||
Gross margin | ||||
Operating Expenses: | ||||
Research and development | 3,938 | 12,726 | ||
Consulting -related parties (Note 9) | 25,200 | 75,600 | ||
Consulting - other | 20,500 | 68,553 | ||
Option expense - consulting - other | 31,911 | 79,373 | 95,733 | 238,119 |
General and administrative | 16,129 | 19,611 | 51,005 | 100,433 |
Total operating expenses | 48,040 | 148,622 | 146,738 | 495,431 |
Loss from operations | (48,040) | (148,622) | (146,738) | (495,431) |
Other income (expenses) | ||||
Change in fair value of derivative-warrants (Note 6) | 5,561 | |||
Change in fair value of derivative-notes (Note 6) | (36,484) | 20,848 | (102,821) | (97,184) |
Loss on disposal of asset | (6,457) | (6,457) | ||
Interest expense | (106,042) | (34,984) | (734,087) | (217,677) |
Total other expenses | (142,526) | (20,593) | (836,908) | (315,757) |
Loss before income tax provision | (190,565) | (169,215) | (983,645) | (811,188) |
Income tax provision | ||||
Net Loss | $ (190,565) | $ (169,215) | $ (983,645) | $ (811,188) |
Net Loss Per Common Share: | ||||
- Basic and Diluted | $ (0.02) | $ (0.03) | $ (0.10) | $ (0.20) |
Weighted Average Common Shares Outstanding: | ||||
- Basic and Diluted | 9,640,915 | 6,665,756 | 9,561,411 | 4,093,181 |
Condensed Interim Statements _2
Condensed Interim Statements of Changes in Stockholders' Deficiency - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | ||
Preferred Stock [Member] | |||||
Balance | $ 1 | ||||
Balance, shares | [1] | 1,000 | |||
Preferred stock issued | $ 1 | ||||
Preferred stock issued, shares | [1] | 1,000 | |||
Common stock issued on conversion of convertible notes payable (Note 10) | |||||
Common stock issued on conversion of convertible notes payable (Note 10), shares | [1] | ||||
Options granted to consultant (Note 8) | |||||
Net loss | |||||
Balance | $ 1 | $ 1 | $ 1 | ||
Balance, shares | [1] | 1,000 | 1,000 | 1,000 | |
Common Stock [Member] | |||||
Balance | $ 8,774 | $ 2,063 | $ 2,063 | ||
Balance, shares | [1] | 8,772,734 | 2,063,151 | 2,063,151 | |
Preferred stock issued | |||||
Preferred stock issued, shares | [1] | ||||
Common stock issued on conversion of convertible notes payable (Note 10) | $ 868 | $ 6,711 | |||
Common stock issued on conversion of convertible notes payable (Note 10), shares | [1] | 868,181 | 6,709,583 | ||
Options granted to consultant (Note 8) | |||||
Net loss | |||||
Balance | $ 9,642 | $ 9,642 | $ 8,774 | ||
Balance, shares | [1] | 9,640,915 | 9,640,915 | 8,772,734 | |
Additional Paid-in Capital [Member] | |||||
Balance | $ 3,952,837 | $ 3,365,116 | $ 3,365,116 | ||
Preferred stock issued | |||||
Common stock issued on conversion of convertible notes payable (Note 10) | 7,437 | 301,871 | |||
Options granted to consultant (Note 8) | 95,733 | 285,850 | |||
Net loss | |||||
Balance | $ 4,056,007 | 4,056,007 | 3,952,837 | ||
Accumulated Deficit [Member] | |||||
Balance | (5,983,910) | (4,594,037) | (4,594,037) | ||
Preferred stock issued | 99 | ||||
Common stock issued on conversion of convertible notes payable (Note 10) | |||||
Options granted to consultant (Note 8) | |||||
Net loss | (983,645) | (1,389,972) | |||
Balance | (6,967,555) | (6,967,555) | (5,983,910) | ||
Balance | $ (2,022,298) | (1,226,858) | (1,226,858) | ||
Preferred stock issued | $ 100 | ||||
Preferred stock issued, shares | |||||
Common stock issued on conversion of convertible notes payable (Note 10) | $ 8,305 | $ 308,582 | |||
Options granted to consultant (Note 8) | 95,733 | 285,850 | |||
Net loss | (190,565) | (983,645) | $ (811,188) | (1,389,972) | |
Balance | $ (2,901,905) | $ (2,901,905) | $ (2,022,298) | ||
[1] | Common shares are after reverse stock split of 30:1 as explained in Note 1 |
Condensed Interim Statements _3
Condensed Interim Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Activities: | ||
Net loss | $ (983,645) | $ (811,188) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expenses | 384 | |
Loss on disposal of asset | 6,457 | |
Options issued - consulting | 95,733 | 238,119 |
Interest expense recognized through accretion of discount on debt | 31,269 | 139,134 |
Interest expense recognized through amortization of deferred financing costs | 683 | 13,444 |
Change in fair value of derivative liabilities-notes | 102,821 | 97,184 |
Change in fair value of derivative liabilities-warrants | (5,561) | |
Changes in Operating Assets and Liabilities: | ||
Prepaid expenses | 2,000 | (4,134) |
Accounts payable | 48,327 | 106,636 |
Accrued expenses on convertible notes payable | 702,133 | |
Net Cash Used in Operating Activities | (679) | (219,525) |
Financing Activities: | ||
Issuance of preferred stock | 100 | |
Proceeds from note payable | 121,000 | |
Payment of deferred financing costs | (2,500) | |
Net Cash Provided by Financing Activities | 118,600 | |
Net Change in Cash | (679) | (100,925) |
Cash - Beginning of Reporting Period | 781 | 101,041 |
Cash - End of Reporting Period | 102 | 116 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest paid | ||
Income Tax Paid | ||
Supplemental Cash Flow Information | ||
Issuance of common stocks for settlement of convertible notes payable | $ 8,305 | $ 146,628 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Note 1 - Organization and Operations LifeLogger Technologies Corp. (the “Company”) was incorporated under the laws of the State of Nevada on June 4, 2012 under the name Snap Online Marketing Inc. The Company changed its name effective as of January 31, 2014 and is a lifelogging software company that developed and hosts a proprietary cloud-based software solution accessible on iOS and Android devices that offers an enhanced media experience for consumers by augmenting videos, livestreams and photos with additional context information and providing a platform that makes it easy to find and use that data when viewing or sharing media. Effective as of February 22, 2017, the Company amended its Articles of Incorporation to increase its authorized capital stock from 125,000,000 to 500,000,000 shares, of which 495,000,000 will be common stock and 5,000,000 will be preferred stock, of which, 1,000 preferred shares have been previously designated as Series A Preferred Stock (the “Series A Preferred Stock”) and effected a 1 for 30 reverse stock split of its issued and outstanding shares of common stock. The number of shares outstanding prior to the reverse stock split was 68,976,690, and was converted into 2,299,223 number of shares. All per share amounts and number of shares in the financial statements and related notes have been retroactively restated to reflect the reverse stock split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“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 condensed interim 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 condensed interim 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 Securities and Exchange Commission on December 17, 2017. Use of Estimates The preparation of condensed interim financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed interim financial statements and the reported amounts of expenses during the reporting period. Areas involving significant estimates and assumptions include: deferred income tax assets and related valuation allowance, accruals and valuation of derivatives, convertible promissory notes, stock options, and assumptions used in the going concern assessment. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability including certain market assumptions and pertinent information available to management. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair value because of the short maturity of those instruments. The non-current financial liabilities including notes payables and derivative liabilities are fair valued as described below. Valuation of Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date. The change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. The Company analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The derivative liabilities result in a reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes. This derivative liability is marked-to-market each quarter with the change in fair value recorded in the statement of operations. Unamortized discount is amortized to interest expense using the effective interest method over the life of the Convertible Note. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash and cash equivalents. Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Commitments and contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the condensed interim financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed interim financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, is disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Stock-Based Compensation The Company accounts for stock-based compensation awards issued in accordance with the provision of ASC 718, which requires that all stock-based compensation issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to stock-based awards is recognized over the requisite service period, which is generally the vesting period. There were 200,000 options outstanding as of September 30, 2018 (September 30, 2017 – 200,000). Research and Development The Company follows paragraph 730-10-25-1 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 2 “Accounting for Research and Development Costs” “Research and Development Arrangements” Deferred Tax Assets and Income Tax Provision The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed interim financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the condensed interim financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Earnings per Share Earnings Per Share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the statements of operations) is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. The Company excluded 200,000 shares of their common stock issuable upon exercise of options and 36,667 shares of their common stock issuable upon exercise of warrants as of September 30, 2018 as their effect was anti-dilutive. Subsequent Events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the condensed interim financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its condensed interim financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. Recently issued accounting pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates disclosures such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and adds new disclosure requirements for Level 3 measurements. The ASU is effective for fiscal years beginning after December 15, 2019, with early adoption is permitted. We are currently in the process of evaluating the effects of this pronouncement on our financial statements, including potential early adoption. In June 2018, the FASB issued an accounting pronouncement (FASB ASU 2018-07) to expand the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently in the process of evaluating the effects of this pronouncement on our financial statements, including potential early adoption. On January 1, 2018, the Company adopted the accounting pronouncement issued by the FASB to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance requires entities to show changes in the total of cash, cash equivalents and restricted cash in the combined statement of cash flows. This guidance was adopted on a retrospective basis, and such adoption did not have a material impact on combined financial position and/or results of operations. In May 2017, an accounting pronouncement was issued by the Financial Accounting Standards Board (“FASB”) ASU 2017-09, “Compensation - Stock Compensation: Scope of Modification Accounting.” ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The updated guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. This guidance was adopted on a retrospective basis, and such adoption did not have a material impact on combined financial position and/or results of operations. The Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“FASB”) to update guidance on how companies account for certain aspects of share-based payments to employees. Clarification on stock-based compensation – In May 2017, the FASB issued accounting guidance to clarify which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The new standard is required to be applied prospectively. The guidance is effective January 1, 2018, with early adoption permitted. The adoption did not have a material impact on our financial statements. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 - Going Concern The condensed interim financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the condensed interim financial statements, the Company had an accumulated deficit of $6,967,555 at September 30, 2018, a net loss of $983,645 and net cash used of $679 in operating activities for the nine month period ended September 30, 2018. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company is attempting to further implement its business plan and generate sufficient revenue; however, its cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenue and in its ability to raise additional funds by way of a public or private offering, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. The condensed interim financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern. |
Accounts Payable
Accounts Payable | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable | Note 4 - Accounts Payable As at September 30, 2018 ($) As at December 31, 2017 ($) Trade accounts payable $ 153,314 $ 104,988 Other payable 24,307 24,307 $ 177,621 $ 129,295 Trade accounts payable include $28,623 (2017: $28,623) due to an executive of the Company. The payable balance arose primarily due to consulting charges. The payable is unsecured, non-interest bearing and due on demand. Trade accounts payable include $12,917 (2017: $nil) due to a related party. The payable balance arose primarily due to financing received from a related party to settle outstanding accounts payable. The payable is unsecured, non-interest bearing and due on demand. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 5 – Convertible Notes Payable a. Convertible Notes Payable The movement in convertible notes payable is as follows: Original amount Unamortized discount Guaranteed interest accrued Net settlement September 30, 2018 December 31, 2017 Opening as of January 1, 2016 $ - $ - $ - $ - $ - $ 189,921 Conversion on opening balance (i) - - - - - (189,921 ) Issued: March 9, 2016 (ii) 250,000 - 10,000 - 260,000 260,000 Issued: March 9, 2016 (iii) 296,153 - 14,808 (180,908 ) 130,053 130,053 Issued: June 9, 2016 (iv) 87,912 - 4,396 - 92,308 92,308 Issued: June 30, 2016 (v) 550,000 (8,956 ) 22,000 (99,713 ) 463,331 471,040 Issued: April 11, 2017 (vi) 19,167 - 958 - 20,125 15,983 Issued: April 11, 2017 (vii) 19,167 - 958 - 20,125 15,983 Issued: May 2, 2017 (vi) 14,444 - 722 - 15,166 12,275 Issued: May 2, 2017 (vii) 14,444 - 722 - 15,166 12,277 Issued: June 1, 2017 (vi) 15,000 - 750 - 15,750 12,432 Issued: June 1, 2017 (vii) 15,000 - 750 - 15,750 12,432 Issued: August 8, 2017 (vi) 12,778 (566 ) 639 - 12,851 10,516 Issued: August 8, 2017 (vii) 12,778 (567 ) 639 - 12,850 10,515 Issued: September 1, 2017 (vi) 11,667 (725 ) 584 - 11,526 9,673 Issued: November 15, 2017 (vi) 10,278 (996 ) 514 - 9,796 7,773 Issued: November 15, 2017 (vi) 10,278 (994 ) 514 - 9,798 7,774 Ending as of September 30, 2018 $ 1,339,066 $ (12,804 ) $ 58,954 $ (280,621 ) 1,104,595 Ending as of December 31, 2017 $ 1,339,066 $ (44,074 ) $ 58,954 $ (272,912 ) $ - $ 1,081,034 (i) Old Main Capital, LLC – September 2015: On September 14, 2015 (the “Issuance Date”), the Company closed on the transactions contemplated by the securities purchase agreement (the “SPA”) with Old Main Capital, LLC (“Old Main”), whereby Old Main agreed to invest $450,000 (the “Purchase Price”) in the Company’s -share capital in exchange for the Note (as defined below) and Warrants (as defined below). Pursuant to the SPA, the Company issued a promissory note to Old Main, in the original principal amount of $473,684, which bears interest at 10% per annum (the “September 2015 Note”). The Purchase Price will be paid as follows: (1) $250,000 funded in cash to the Company on the Issuance Date, (2) the remaining $200,000 within 30 days after the Issuance Date. The principal from each funding date, coupled with the accrued and unpaid interest relating to that principal amount, is due and payable on September 8, 2016 (the “Maturity Date”). Any amount of principal or interest that is due under the September 2015 Note, which is not paid by the Maturity Date, will bear interest at the rate of 24% per annum until it is paid. Beginning 6 months after the Issuance Date, the Company is required to make bi-weekly amortization payments (one payment every 2 weeks), consisting of 1/12 th The September 2015 Note can be prepaid by the Company at any time while the September 2015 Note is outstanding, at a prepayment price of 125% multiplied by the outstanding principal and interest of the September 2015 Note, subject to Old Main’s discretionary acceptance. If an event of default occurs under the September 2015 Note, which is not cured within 10 business days, Old Main has the option to require the Company’s redemption of the September 2015 Note in cash at a redemption price of 130% multiplied by the outstanding principal and interest of the September 2015 Note. The September 2015 Note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. Effective on March 9, 2016, the September 2015 Note was amended whereby the conversion price in effect on any Conversion Date shall be equal to the lesser of the (i) closing price of the Common Stock on September 8, 2015 (“Fixed Conversion Price”), or (ii) 60% of the lowest traded price of the Common Stock for the 15 consecutive trading days ending on the trading day that is immediately prior to the applicable Conversion Date. All such determinations were appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. This amendment triggered an extinguishment of the debt since the change in the fair value of the embedded derivative exceeded 10% of the carrying value of the debt. The Company booked a $144,205 loss on extinguishment based on the amendment during the year ended December 31, 2016. Old Main has converted $473,684 of principal and $28,033 of interest for 283,645 shares ranging in price per share of $1.17 to $2.55. This was completely settled by July 2016. (ii) Equity Line of Credit On March 9, 2016, the Company issued an 8% convertible promissory note in the principal amount of $250,000 to Old Main as a commitment fee for entering into a term sheet whereby Old Main agreed to provide the Company with up to $5,000,000 in financing over a 24 month period through the purchase of the Company’s common stock. The proposed equity line will be subject to certain conditions, including, but not limited to, the Company’s filing of a Registration Statement covering the resale of the securities issued to Old Main and the Company’s continued compliance with the disclosure requirements under the Securities Exchange Act of 1934, as amended. Old Main’s commitment to provide funding under the equity line of credit is subject to the Company entering into a definitive and binding agreement related to the proposed equity line of credit and as of September 30, 2016 the Company have not entered into any such agreement. The terms and conditions of the $250,000 note are substantially identical to the March 2016 Note below except the interest rate which is 8% per annum, half of which is guaranteed and the total amount of interest due on the Note for a period of six months is deemed earned as of the date the note was issued. All interest payments will be payable in cash, or subject to certain equity conditions in cash or common stock in the Company’s discretion. Accrued and unpaid interest shall be due on payable on each conversion date and on the date the note matures, or as otherwise provided for in the note. Beginning six months after the date of the note, the Company is required to begin to make bi-weekly amortization payments (for the avoidance of doubt, bi-weekly shall mean every two weeks), in cash to Old Main until the note is repaid in full. Each bi-weekly payment shall consist of at least 1/12 th The Company amended this convertible note on June 9, 2016 to remove the equity condition limitations, removed the amortization payment requirements, to permit voluntary conversions in common stock and revised the conversion price to mean the lesser of (a) the closing price of the Company’s common stock on March 9, 2016 or (b) 60% of the lowest VWAP price of the Company’s common stock for the 15 consecutive trading days ending on the trading day that is immediately prior to any applicable conversion date. This amendment was treated as an extinguishment of debt and a resultant loss on extinguishment of debt of $94,030 was realized, and recorded in other expenses during the year ended December 31, 2016. As at September 30, 2018 the Company owed $250,000 (December 31, 2017 - $250,000) in principal and the accrued interest is $305,621 (December 31, 2017 - $123,208), which consists of the guaranteed interest accrued of $10,000 (December 31, 2017 - $10,000) included in the convertible notes balance and the remainder of $295,621 (December 31, 2017 - $113,208) is recorded in accrued expenses on convertible notes payable, which includes the interest accrued and penalty charges. (iii) Securities Purchase Agreement and Convertible Notes Issued to Old Main Capital, LLC On March 9, 2016 (the “Issuance Date”) the Company closed on the transaction contemplated by the securities purchase agreement (the “SPA”) the Company entered into with Old Main Capital, LLC (“Old Main”), whereby Old Main agreed to purchase from the Company a convertible promissory note (the “March 2016 Note”) in the original principal amount of $296,153 for $269,500, net of an original issuance discount of $26,653 (the “Purchase Price”), included in interest expenses. The March 2016 1bears interest at the rate of 10% per annum, of which there is a guaranteed interest for a period of six (6) months as of the Issuance date. The Purchase Price paid were as follows: (i) $84,500 was paid in cash to the Company on March 12, 2016 (ii) $100,000 was paid in cash to the Company on April 6, 2016 (iii) $85,000 May 6, 2016. The principal from each funding date and the accrued and unpaid interest relating to that principal amount is due and payable on March 9, 2017 (the “Maturity Date”). Any amount of principal or interest that is due under the March 2016 Note which is not paid by the Maturity Date will bear interest at the rate of 24% per annum until it is paid and subject to further increase as discussed below. Beginning 6 months after the Issuance Date, the Company are required to make bi-weekly amortization payments (one payment every 2 weeks), consisting of 1/12 th The March 2016 Note can be prepaid by the Company at any time while the March 2016 Note is outstanding, at a prepayment price of 125% multiplied by the outstanding principal and interest of the March 2016 Note, subject to Old Main’s discretionary acceptance. If an event of default occurs under the March 2016 Note, which is not cured within three business days, then upon Old Main’s provision of notice to the Company of the occurrence of such event of default, the Company shall within three business days of such default notice, pay the total amount outstanding under the March 2016 Note in cash (including principal, accrued and unpaid interest, applicable penalties (including default multipliers). In the event that the Company does not pay the total amount outstanding within three (3) business days of such default notice, then the total amount outstanding under the March 2016 Note (post-default amount) at that time shall increase by 50%, and on the fourth business day after such default notice (the “Second Amortization Payment Date”), the Company shall begin to make weekly amortization payments (for the avoidance of doubt, weekly shall mean every week) (each a “Weekly Payment”), in (1) cash to Old Main or (2) Common Stock at a price per share equal to the lesser of (i) the closing price of the Company’s common stock on March 9, 2016 or (ii) 52% of the lowest VWAP of the Common Stock for the 15 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable conversion date. Each Weekly Payment shall consist of the greater of (i) $10,000 of value under the March 2016 Note or (ii) 1/24 th On June 9, 2016 the Company amended the March 2016 Note whereby the Company revised the note to remove the equity condition limitations, removed the amortization payment requirements and to permit voluntary conversions in common stock. The Company also revised the conversion price to mean the lesser of (a) the closing price of the Company’s common stock on March 9, 2016 or (b) 60% of the lowest VWAP price of the Company’s common stock for the 15 consecutive trading days ending on the trading day that is immediately prior to any applicable conversion date. The amendment was accounted for using the extinguishment of debt method. The Company recorded nil (December 31, 2016 - $88,956) loss on extinguishment of debt, which is included in other expenses. This loan was in default as of October 1, 2017 and was subject to interest at 24% per annum as well as a default penalty of 25% calculated annually. Management is in the process of negotiating terms of the Note. As at September 30, 2018 the Company owes $115,245 (December 31, 2017 - $115,245) in principal and the accrued interest is $179,466 (December 31, 2017 - $82,711), which consists of the guaranteed interest accrued of $14,808 (December 31, 2017 - $14,808) included in the convertible notes balance and the remainder of $164,658 (December 31, 2017 - $62,903) is recorded in accrued expenses on convertible notes payable, which includes the accrued interest and penalty charges. (iv) Securities Purchase Agreement and Convertible Notes Issued to Old Main Capital, LLC On June 9, 2016 (the “Issuance Date”), the Company closed on the transaction contemplated by the securities purchase agreement (the “SPA”) the Company entered into with Old Main Capital, LLC (“Old Main”), whereby Old Main agreed to purchase from the Company a convertible promissory note (the “Note”) in the original principal amount of $87,912 for $80,000, net of an original issuance discount of $7,912 (the “Purchase Price”). The Note bears interest at the rate of 10% per annum, of which there is a guaranteed interest for a period of six (6) months as of the Issuance date. The Purchase Price was paid on June 9, 2016 in cash. The principal from the funding date and the accrued and unpaid interest relating to that principal amount was due and payable on June 9, 2017 (the “Maturity Date”). Any amount of principal or interest that is due under the Note which is not paid by the Maturity Date will bear interest at the rate of 24% per annum until it is paid and subject to further increase as discussed below. The conversion price is the lesser of (a) the closing price of our common stock on June 9, 2016 or (b) 60% of the lowest VWAP price of the Company’s common stock for the 15 consecutive trading days ending on the trading day that is immediately prior to any applicable conversion date. This loan was in default as of October 1, 2017 and was subject to interest at 24% per annum as well as a default penalty of 25% calculated annually. Management is in the process of negotiating terms of the Note. As at September 30, 2018 the Company owes $87,912 (December 31, 2017 - $87,912) in principal and the accrued interest is $108,531 (December 31, 2017 - $44,038), which consists of the guaranteed interest accrued of $4,396 (December 31, 2017 - $4,396) included in the convertible notes balance and the remainder of $104,135 (December 31, 2017 - $39,642) is recorded in accrued expenses on convertible notes payable, which includes the accrued interest and penalty chares. (v) Securities Purchase Agreement and Convertible Note Issued to SBI Investments LLC, 2014-1 On June 30, 2016 (the “Issuance Date”) the Company closed on the transaction contemplated by the securities purchase agreement (the “SPA”) the Company entered into with SBI Investments LLC, 2014-1 (“SBI”), whereby SBI agreed to purchase from the Company a convertible promissory note (the “Note”) in the original principal amount of $550,000 for $500,000 net of an original issuance discount of $50,000 (the “Purchase Price”). The Note bears interest at the rate of 8% per annum, half of which is guaranteed and the total amount of interest due on the Note for a period of six months is deemed earned as of the date the note was issued. The Purchase Price was paid on June 30, 2016 in cash. The principal from the funding date and the accrued and unpaid interest relating to that principal amount was due and payable on June 30, 2017 (the “Maturity Date”). Any amount of principal or interest that is due under the Note which is not paid by the Maturity Date will bear interest at the rate of 24% per annum until it is paid and subject to further increase as discussed below. The conversion price is the lesser of (a) the closing price of the Company’s common stock on June 30, 2016 ($2.40 per share) or (b) 60% of the lowest VWAP price of the Company’s common stock for the 20 consecutive trading days ending on the trading day that is immediately prior to any applicable conversion date. This convertible debt has been accounted for as a derivative liability and is included in the Note 6 derivative liability calculations below. This loan was in default as of October 1, 2017 and was subject to interest at 24% per annum as well as a default penalty of 25% calculated annually. Management is in the process of negotiating terms of the Note. Beginning 6 months after the Issuance Date, the Company are required to make bi-weekly amortization payments (one payment every 2 weeks), consisting of 1/12 th The Note can be prepaid by the Company at any time while the Note is outstanding, at a prepayment price of 125% multiplied by the outstanding principal and interest of the Note, subject to SBI’s discretionary acceptance. If an event of default occurs under the Note, which is not cured within three business days, then upon SBI’s provision of notice to the Company of the occurrence of such event of default, the Company shall within three business days of such default notice, pay the total amount outstanding under the Note in cash (including principal, accrued and unpaid interest, applicable penalties (including default multipliers). In the event that the Company does not pay the total amount outstanding within three (3) business days of such default notice, the company will pay interest at 24%. As at September 30, 2018, there were no prepayments made on the Note. During the nine months ended September 30, 2018, $7,709 (December 31, 2017 – $92,004) of the principal balance had been converted into equity shares. Refer to Note 10 for further details. As at September 30, 2018 the Company owes $450,287 (December 31, 2017 - $457,996) in principal and the accrued interest is $471,184 (December 31, 2017 - $217,448), which consists of the guaranteed interest accrued of $22,000 (December 31, 2017 - $22,000) included in the convertible notes balance and $449,184 (December 31, 2017 - $195,448) is recorded in accrued expenses on convertible notes payable, which includes the accrued interest and penalty chares. (vi) Securities Purchase Agreement and Convertible Note Issued to Old Main Capital On April 7, 2017, the Company entered into a Securities Purchase Agreement with Old Main whereby it agreed to and issued a 10% Convertible Promissory Note in the principal amount of up to $75,000 (the “April 2017 Old Main Note”) payable in tranches as follows: Tranche 1 paid on April 11, 2017: $19,167 consisting of $17,250 (less $1,250 for Old Main’s legal fees) paid to the Company in cash, and less original issue discount of $1,917. Tranche 2 paid on May 2, 2017: $14,444 consisting of $13,000 paid to the Company in cash, and less original issue discount of $1,444. Tranche 3 paid on June 1, 2017: $15,000 consisting of $13,500 paid to the Company in cash, and less original issue discount of $1,500. Tranche 4 paid on August 8, 2017: $12,778 consisting of $11,500 paid to the Company in cash, and less original issue discount of $1,278. Tranche 5 paid on September 1, 2017: $11,667 consisting of $10,500 paid to the Company in cash, and less original issue discount of $1,167. Tranche 6 paid on November 15, 2017: $10,278 consisting of $9,250 paid to the Company in cash, and less original issue discount of $1,028. Old Main may pay such additional amounts of the Consideration and at such dates as mutually agreed upon by the Borrower and Old Main. The maturity date for each tranche funded shall be twelve (12) months from the effective date of each payment (each a “Maturity Date”) (or such earlier date as the April 2017 Old Main Note is required or permitted to be repaid as provided hereunder, and is the date upon which the principal sum of each respective tranche, as well as any accrued and unpaid interest and other fees relating to that respective tranche, shall be due and payable. The Old Main has the right to convert all or any part of the outstanding and unpaid principal and interest into shares of the Company’s common stock. The terms of the Convertible Note are as follows: 1. Old Main has the right from and after a 180 day delay from the Date of Issuance, and until any time until the Note is fully paid, to convert any outstanding and unpaid principal portion of the Note, and accrued interest, into fully paid and non–assessable shares of Common (par value $.001 per share). Bi–weekly amortization payments are due after 6 months. 2. The Convertible Notes are convertible at a fixed rate of $0.07 with no reset provisions. 3. Beneficial ownership is limited to 9.99%. 4. The Company may redeem the Notes for 150% of the redemption amount and accrued interest at any time upon ten days written notice to the Old Main. 5. In the event of default the Note bears interest at 24% per annum. Participation in Future Financing. Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of the April 2017 Old Main Note, upon any issuance by the Company or any of its subsidiaries of its Common Stock or other securities convertible into Common Stock, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or securities of the Company, Old Main shall have the right to participate in the subsequent Financing in an amount up to 100% of such Old Main’s pro rata portion as defined below in the April 2017 Old Main Note on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. This loan was in default as of October 1, 2017 and was subject to interest at 24% per annum as well as a default penalty of 25% calculated annually. Management is in the process of negotiating terms of the Note. As at September 30, 2018 the Company owes $83,333 (December 31, 2017 - $83,333) in principal and the accrued interest is $88,257 (December 31, 2017 - $31,923), which consists of the guaranteed interest accrued of $4,167 (December 31, 2017 - $4,167) included in the convertible notes balance and $84,091 (December 31, 2017 - $27,757) is recorded in accrued expenses on convertible notes payable, which includes the accrued interest and penalty. (vii) Securities Purchase Agreement and Convertible Note Issued to SBI Investments LLC, 2014-1 On April 7, 2017, the Company entered into a Securities Purchase Agreement with SBI Investments LLC, 2014-1 (“SBI”) whereby it agreed to and issued a 10% Convertible Promissory Note in the principal amount of up to $75,000 (the “April 2017 SBI note”) in tranches as follows: Tranche 1 paid on April 11, 2017: $19,167 consisting of $17,250 (less $1,250 for SBI’s legal fees) paid to the Company in cash, and less original issue discount of $1,917. Tranche 2 paid on May 2, 2017: $14,444 consisting of $13,000 paid to the Company in cash, and less original issue discount of $1,444. Tranche 3 paid on June 1, 2017: $15,000 consisting of $13,500 paid to the Company in cash, and less original issue discount of $1,500. Tranche 4 paid on August 8, 2017: $12,778 consisting of $11,500 paid to the Company in cash, and less original issue discount of $1,678. Tranche 5 paid on November 15, 2017: $10,278 consisting of $9,250 paid to the Company in cash, and less original issue discount of $1,028. SBI may pay such additional amounts of the Consideration and at such dates as mutually agreed upon by the Borrower and SBI. The maturity date for each tranche funded shall be twelve (12) months from the effective date of each payment (each a “Maturity Date”) (or such earlier date as the April 2017 SBI is required or permitted to be repaid as provided hereunder, and is the date upon which the principal sum of each respective tranche, as well as any accrued and unpaid interest and other fees relating to that respective tranche, shall be due and payable. The SBI has the right to convert all or any part of the outstanding and unpaid principal and interest into shares of the Company’s common stock. The terms of the Convertible Note are as follows: 1. SBI has the right from and after a 180 day delay from the Date of Issuance, and until any time until the Note is fully paid, to convert any outstanding and unpaid principal portion of the Note, and accrued interest, into fully paid and non–assessable shares of Common (par value $.001 per share). Bi–weekly amortization payments are due after 6 months. 2. The Convertible Notes are convertible at a fixed rate of $0.07 with no reset provisions. 3. Beneficial ownership is limited to 9.99%. 4. The Company may redeem the Notes for 150% of the redemption amount and accrued interest at any time upon ten days written notice to the SBI. 5. In the event of default the Note bears interest at 24% per annum. This loan was in default as of October 1, 2017 and was subject to interest at 24% per annum as well as a default penalty of 25% calculated annually. Management is in the process of negotiating terms of the Note. As at September 30, 2018 the Company owes $71,667 (December 31, 2016 – 71,667) in principal and the accrued interest is $72,176 (December 31, 2017 - $27,359), which consists of the guaranteed interest accrued of $3,583 (December 31, 2017 - $3,583) included in the convertible notes balance and $55,227 (December 31, 2017 – $23,775) is recorded in accrued expenses on convertible notes payable, which includes the accrued interest and penalty chares. Participation in Future Financing. Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of the April 2017 SBI, upon any issuance by the Company or any of its subsidiaries of its Common Stock or other securities convertible into Common Stock, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or securities of the Company, SBI shall have the right to participate in the subsequent Financing in an amount up to 100% of such SBI’s pro rata portion as defined below in the April 2017 SBI on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. b. Warrants In conjunction with the issuance of the September 2015 Note, the Company simultaneously issued 28,333 common stock purchase warrants to Old Main (the “Warrants”). The Warrants may be exercised by Old Main at any time in the 5-year period following the issuance. The exercise price for each share of the Common Stock is equal to the closing price of the Common Stock on September 8, 2015, $7.88 per share. On June 9, 2016 and June 30, 2016, the Company entered (either a new issuance or amendment to the March 9, 2016 issuance which requires derivative treatment on June 9, 2016) into convertible derivative notes with Old Main Capital, LLC and SBI Investments LLC – Sea Otter Global Ventures LLC (referred to as the “the Holders”), in the initial amount of $250,000 (Old Main Capital Commitment Fee Note), $296,153 (Old Main Capital Bridge Note), $87,912 (Old Main Capital Note), and $550,000 (SBI Investments LLC – Sea Otter Global Vent (with Original Issue Discounts and deferred financing costs). The notes bear an interest rate of 8% or 10% per annum and matures in 1 year or less under the convertible note agreements, the lender has the right to convert all or any part of the outstanding and unpaid principal and interest into shares of the Company’s common stock. In addition, the Company issued the SBI–Sea Otter Holder a warrant to acquire 8,334 shares of the Company’s common stock. The terms of the Convertible Note are as follows: 1. The Holders have the right from and after a 180 day delay from the Date of Issuance, and until any time until the Note is fully paid, to convert any outstanding and unpaid principal portion of the Note, and accrued interest, into fully paid and non–assessable shares of Common (par value $.001 per share). Bi–weekly amortization payments are due after 6 months. 2. The Convertible Notes are convertible at a fixed rate of $2.34 or $2.25 with no reset provisions. The June 9, 2016 notes convert at the lower of the fixed rate or this variable rate. 3. Beneficial ownership is limited to 9.99%. 4. The Company may redeem the Notes for 125% or 150% of the redemption amount and accrued interest. The Company may upon certain equity conditions redeemed certain notes at the lessor of fixed conversion price and 60% of 15 Trading day low VWAP. 5. In the event of default the Note bears interest at 24% per annum and converts at 60% of 15 trading day low VWAP (default or fundamental transaction) – a derivative feature. The June 9 th The terms of the SBI Warrants are as follows: 1. The Warrants have a 3 year term. 2. The 2 issuances of 4,167 Warrants each may be exercised at a conversion price of the lesser of: (i) $2.46 or $2.88, or (ii) any lower price of equity linked instruments issued by the Company while the warrant is issued and outstanding (full ratchet reset). This anti–dilution protections provides a full reset upon the issuance of lower price securities by the Company and is available to SBI during the initial 180 days that the Warrant is outstanding. 3. Beneficial ownership is limited to 4.99% initially and upon Holder request to 9.99%. On June 9, 2016, the amended Old Main notes (Bridge Note and Commitment Fee) provided the holder with a variable rate conversion feature. This feature taints all warrants/notes and ongoing derivative treatment is required until the note is paid or converted in full. 1. The Company may redeem the Notes for 125% or 150% of the redemption amount and accrued interest. The Company may upon certain equity conditions redeemed certain notes at the lessor of fixed conversion price and 60% of 15 Trading day low VWAP. 2. In the event of default the Note bears interest at 24% per annum and converts at 60% of 15 trading day low VWAP (default or fundamental transaction) – a derivative feature. This note is a derivative because it contains an embedded conversion feature that resets the conversion price upon a fundamental transaction event. The Company recorded a debt discount based on the original issue discount, the embedded derivative, and the derivative warrant issued. The debt discount is being amortized over the term of the convertible debt. |
Derivative Liability
Derivative Liability | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instrument Detail [Abstract] | |
Derivative Liability | Note 6 – Derivative Liability In connection with the sale of debt or equity instruments, the Company may sell options or warrants to purchase the Company’s common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. The Company’s derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For options, warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, the Company’s current common stock price and expected dividend yield, and the expected volatility of the Company’s common stock price over the life of the instrument. The following table summarizes the warrant derivative liabilities and convertible notes activity for the nine months ended September 30, 2018: Description Derivative Liabilities Fair value at December 31, 2016 $ 240,955 Change due to Issuances 55,316 Change due to Exercise/Conversion (128,111 ) Change in Fair Value of warrants and notes 179,540 Fair value at December 31, 2017 $ 347,700 Change due to Exercise/Conversion (596 ) Change in Fair Value of warrants and notes 102,821 Fair value at September 30, 2018 $ 449,925 The lattice methodology was used to value the embedded derivatives within the convertible note and the warrants issued, with the following assumptions. Assumptions September 30, 2018 December 31, 2017 Dividend yield 0.00 % 0.00 % Risk-free rate for term 1.93-2.33 % 1.08-1.53 % Volatility 335.9%-387.2 % 279%-446 % Maturity dates 0.50-1.94 years 0.50-2.69 years Stock Price 0.0066 0.0135-.0189 During the period ended March 31, 2016, the Company amended the derivative notes on March 9, 2016. The amendment included revising the “Alternate Conversion Price to mean 60% of the lowest traded price of the common stock for the 15 consecutive trading days prior to the conversion date. The derivative liability increased by $91,070 due to the amendment which was booked as an additional debt discount. During the quarter ended September 30, 2015, the Company issued 28,333 warrants to an investor as part of their Securities Purchase Agreement in which the investor acquired a Convertible Note. The warrants have an exercise price of $7.88 and a five-year term. The warrants are treated as derivative liabilities since the holder has anti-dilution protections that will re-price the warrant upon the issuance of lower priced equity linked instruments by the Company for the period of 180 days after issuance. The fair value of the derivative liability related to these warrants at issuance was valued at $169,270 and was booked as a debt discount to the Convertible Note and booked as a derivative liability on the balance sheet. The embedded conversion feature of the Convertible Note is treated as a derivative liability since the conversion price is reset upon a fundamental transaction event. The fair value of the derivative liability related to the embedded conversion feature was valued at $92,659 and was booked as a debt discount, included in interest expense(up to the amount of the note, with the excess expensed as interest expense). |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 7 – Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses, derivative liabilities and convertible debt. The estimated fair value of cash and cash equivalents, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company utilizes various types of financing to fund its business needs, including convertible debt with warrants attached. The Company reviews its warrants and conversion features of securities issued as to whether they are freestanding or contain an embedded derivative and, if so, whether they are classified as a liability at each reporting period until the amount is settled and reclassified into equity with changes in fair value recognized in current earnings. At September 30, 2018, the Company had convertible debt and warrants to purchase common stock. The fair value of the warrants and the embedded conversion feature of the convertible debt is classified as a liability. Some of these units have embedded conversion features that are treated as a discount on the notes. Such financial instruments are initially recorded at fair value and amortized to interest expense over the life of the debt using the effective interest method. Inputs used in the valuation to derive fair value are classified based on a fair value hierarchy which distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: Level one - Quoted market prices in active markets for identical assets or liabilities; Level two - Inputs other than level one inputs that are either directly or indirectly observable; and Level three - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company’s derivative liability is measured at fair value on a recurring basis. The Company classifies the fair value of these convertible notes and warrants derivative liability under level three. The Company’s settlement payable is measured at fair value on a recurring basis based on the most recent settlement offer. The Company classifies the fair value of the settlement payable under level three. The Company’s rescission liability is measured at fair value on a recurring basis based on the most recent stock price. The Company classifies the fair value of the rescission liability under level one. Based on ASC Topic 815 and related guidance, the Company concluded the common stock purchase warrants are required to be accounted for as derivatives as of the issue date due to a reset feature on the exercise price. At the date of issuance warrant derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The Company records the fair value of these derivatives on its balance sheet at fair value with changes in the values of these derivatives reflected in the statements of operations as “Gain (loss) on derivative liabilities.” These derivative instruments are not designated as hedging instruments under ASC 815-10 and are disclosed on the balance sheet under Derivative Liabilities. The following table presents liabilities that are measured and recognized at fair value on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains (Losses) Derivatives $ - $ - $ 449,925 $ 102,821 Fair Value at September 30, 2018 $ - $ - $ 449,925 $ 102,821 Derivatives $ - $ - $ 347,700 $ (179,540 ) Fair Value at December 31, 2017 $ - $ - $ 347,700 $ (179,540 ) |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options | Note 8 – Stock Options: The following is a summary of stock option activity: Weighted Weighted Average Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2017 200,000 $ 3.00 Granted - Forfeited - Exercised - Outstanding, September 30, 2018 200,000 $ 3.00 1.0 $ - Exercisable, September 30, 2018 - $ - - $ - The exercise price for options outstanding and exercisable at September 30, 2018 is as follows: Outstanding Exercisable Number of Options Exercise Price Number of Options Exercise Price 200,000 $ 3.00 - $ - 200,000 - For options granted during 2015 where the exercise price was equal to the stock price at the date of the grant, the weighted-average fair value of such options was $5.70 and the weighted-average exercise price of such options was $6.00. No options were granted during 2015 where the exercise price was greater than the stock price at the date of grant or where the exercise price was less than the stock price at the date of grant. During 2016 the company reduced the exercise price to $3.00. The fair value of the stock options is being amortized to stock option expense over the vesting period. The Company recorded stock option expense of $31,911 and $95,733, included in operating expenses, during the three and nine months ended September 30, 2018, and $285,850 during the year ended December 31, 2017. At September 30, 2018, the unamortized stock option expense was $10,636 (December 31, 2017 - $106,369) which will be amortized to expense through December 2018. The assumptions used in calculating the fair value of options granted using the Black-Scholes option- pricing model for options granted are as follows: 2018 2017 Risk-free interest rate 1.5 % 1.5 % Expected life of the options 4.8 to 6.5 years 4.8 to 6.5 years Expected volatility 150 % 150 % Expected dividend yield 0 % 0 % As at September 30, 2018, the Company had the following warrant securities outstanding: Common Stock Warrants December 31, 2017 36,667 Less: Exercised - Less: Expired - Add: Issued - September 30, 2018 36,667 Warrants (Note 6) 28,333 Exercise Price $ 7.88 Expiration Date September 8, 2015 to September 8, 2020 Warrants (Note 5) 8,334 Exercise Price ** Expiration Date June 30, 2016 to June 30, 2019 ** Lessor of: $2.46 or $2.88 or any price of equity linked instruments issued by the Company while the warrant is issued and outstanding During the nine month period ended September 30, 2018, nil warrants expired unexercised. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 – Related Party Transactions Related Parties Related parties with whom the Company had transactions are: Related Parties Relationship Stew Garner Chairman, CEO, CFO and director Consulting services from Officer Consulting services provided by the officer for the nine months ended September 30, 2018 and 2017 September 30, 2018 September 30, 2017 President, Chief Executive Officer and Chief Financial Officer $ nil $ 75,600 |
Stockholders' Deficiency
Stockholders' Deficiency | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Deficiency | Note 10- Stockholders’ Deficiency Shares Authorized The Company’s authorized capital stock consists of 495,000,000 shares of common stock, par value $0.001 per share and 5,000,000 shares of preferred stock, par value $0.001 per share. On December 28, 2016, the Company filed a certificate of designation, preferences and rights of Series A Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to designate 1,000 shares of its previously authorized preferred stock as Series A Preferred Stock. The holders of shares of Series A Preferred Stock that are not entitled to dividends or distributions have the following voting rights: ● Each share of Series A Preferred Stock entitles the holder to 50,000 votes on all matters submitted to a vote of the Company’s stockholders. In the event that such votes do not total at least 51% of all votes, then the votes cast by the holders of the Series A Preferred Stock shall be equal to 51% of all votes cast at any meeting of the Company’s stockholders or any issue put to the stockholders for voting. ● Except as otherwise provided in the Certificate of Designation, the holders of Series A Preferred Stock, the holders of Company common stock and the holders of shares of any other Company capital stock having general voting rights and shall vote together as one class on all matters submitted to a vote of the Company’s stockholders. ● The holders of the Series A Preferred Stock do not have any conversion rights. Effective as of February 22, 2017, the Company amended its Articles of Incorporation to increase its authorized capital stock from 125,000,000 to 500,000,000 shares, of which 495,000,000 will be common stock and 5,000,000 will be preferred stock, of which, 1,000 shares have been previously designated as Series A Preferred Stock (the “Series A Preferred Stock”) and effected a 1 for 30 reverse stock split of its issued and outstanding shares of common stock. The number of shares outstanding prior to the reverse stock split was 68,976,690, and was converted into 2,299,223 number of shares. All per share amounts and number of shares in the condensed interim financial statements and related notes have been retroactively restated to reflect the reverse stock split. Common Stock Common Shares Issued for Cash No common shares were issued for cash during the nine months ended September 30, 2018. No common shares were issued for cash during the year ended December 31, 2017. Common Shares Issued for Non- Cash During the nine months ended September 30, 2018, a total of $7,709 of the June 2016 Note was converted to 868,181 shares of common stock at an average price of $0.00888 per share as follows: ● On January 25, 2018 $7,709 of June 2016 Note debt was converted to 868,181 shares of common stock at a conversion price of $0.00888 per share. The related derivative liability of $7,437, as disclosed in Note 6, was transferred to the additional paid-in capital during the period ended September 30, 2018. Preferred Stock On February 21, 2017, the Company entered into an investment agreement (the “Investment Agreement”) with Stewart Garner, the Company’s Chief Executive Officer and the sole member of its board of directors. Pursuant to the terms of the Investment Agreement, the Company sold to Mr. Garner 1,000 shares of the Company’s Series A Preferred Stock, par value of $0.001 per share, at a purchase price of $0.10 per share, or an aggregate of $100. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 - Subsequent Events The Company’s management has evaluated subsequent events up to December 27, 2018 the date the condensed interim financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent event: The Company obtained financing of $36,524 from a related party to settle outstanding accounts payable. The balance is unsecured, non-interest bearing and repayable on demand. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“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 condensed interim 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 condensed interim 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 Securities and Exchange Commission on December 17, 2017. |
Use of Estimates | Use of Estimates The preparation of condensed interim financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed interim financial statements and the reported amounts of expenses during the reporting period. Areas involving significant estimates and assumptions include: deferred income tax assets and related valuation allowance, accruals and valuation of derivatives, convertible promissory notes, stock options, and assumptions used in the going concern assessment. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability including certain market assumptions and pertinent information available to management. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair value because of the short maturity of those instruments. The non-current financial liabilities including notes payables and derivative liabilities are fair valued as described below. |
Valuation of Derivatives | Valuation of Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date. The change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. The Company analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The derivative liabilities result in a reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes. This derivative liability is marked-to-market each quarter with the change in fair value recorded in the statement of operations. Unamortized discount is amortized to interest expense using the effective interest method over the life of the Convertible Note. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash and cash equivalents. |
Related Parties | Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. |
Commitments and Contingencies | Commitments and contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the condensed interim financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed interim financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, is disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation awards issued in accordance with the provision of ASC 718, which requires that all stock-based compensation issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to stock-based awards is recognized over the requisite service period, which is generally the vesting period. There were 200,000 options outstanding as of September 30, 2018 (September 30, 2017 – 200,000). |
Research and Development | Research and Development The Company follows paragraph 730-10-25-1 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 2 “Accounting for Research and Development Costs” “Research and Development Arrangements” |
Deferred Tax Assets and Income Tax Provision | Deferred Tax Assets and Income Tax Provision The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed interim financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the condensed interim financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. |
Earnings Per Share | Earnings per Share Earnings Per Share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the statements of operations) is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. The Company excluded 200,000 shares of their common stock issuable upon exercise of options and 36,667 shares of their common stock issuable upon exercise of warrants as of September 30, 2018 as their effect was anti-dilutive. |
Subsequent Events | Subsequent Events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the condensed interim financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its condensed interim financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
Recently Issued Accounting Pronouncements | Recently issued accounting pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates disclosures such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and adds new disclosure requirements for Level 3 measurements. The ASU is effective for fiscal years beginning after December 15, 2019, with early adoption is permitted. We are currently in the process of evaluating the effects of this pronouncement on our financial statements, including potential early adoption. In June 2018, the FASB issued an accounting pronouncement (FASB ASU 2018-07) to expand the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently in the process of evaluating the effects of this pronouncement on our financial statements, including potential early adoption. On January 1, 2018, the Company adopted the accounting pronouncement issued by the FASB to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance requires entities to show changes in the total of cash, cash equivalents and restricted cash in the combined statement of cash flows. This guidance was adopted on a retrospective basis, and such adoption did not have a material impact on combined financial position and/or results of operations. In May 2017, an accounting pronouncement was issued by the Financial Accounting Standards Board (“FASB”) ASU 2017-09, “Compensation - Stock Compensation: Scope of Modification Accounting.” ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The updated guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. This guidance was adopted on a retrospective basis, and such adoption did not have a material impact on combined financial position and/or results of operations. The Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“FASB”) to update guidance on how companies account for certain aspects of share-based payments to employees. Clarification on stock-based compensation – In May 2017, the FASB issued accounting guidance to clarify which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The new standard is required to be applied prospectively. The guidance is effective January 1, 2018, with early adoption permitted. The adoption did not have a material impact on our financial statements. |
Accounts Payable (Tables)
Accounts Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable | As at September 30, 2018 ($) As at December 31, 2017 ($) Trade accounts payable $ 153,314 $ 104,988 Other payable 24,307 24,307 $ 177,621 $ 129,295 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | The movement in convertible notes payable is as follows: Original amount Unamortized discount Guaranteed interest accrued Net settlement September 30, 2018 December 31, 2017 Opening as of January 1, 2016 $ - $ - $ - $ - $ - $ 189,921 Conversion on opening balance (i) - - - - - (189,921 ) Issued: March 9, 2016 (ii) 250,000 - 10,000 - 260,000 260,000 Issued: March 9, 2016 (iii) 296,153 - 14,808 (180,908 ) 130,053 130,053 Issued: June 9, 2016 (iv) 87,912 - 4,396 - 92,308 92,308 Issued: June 30, 2016 (v) 550,000 (8,956 ) 22,000 (99,713 ) 463,331 471,040 Issued: April 11, 2017 (vi) 19,167 - 958 - 20,125 15,983 Issued: April 11, 2017 (vii) 19,167 - 958 - 20,125 15,983 Issued: May 2, 2017 (vi) 14,444 - 722 - 15,166 12,275 Issued: May 2, 2017 (vii) 14,444 - 722 - 15,166 12,277 Issued: June 1, 2017 (vi) 15,000 - 750 - 15,750 12,432 Issued: June 1, 2017 (vii) 15,000 - 750 - 15,750 12,432 Issued: August 8, 2017 (vi) 12,778 (566 ) 639 - 12,851 10,516 Issued: August 8, 2017 (vii) 12,778 (567 ) 639 - 12,850 10,515 Issued: September 1, 2017 (vi) 11,667 (725 ) 584 - 11,526 9,673 Issued: November 15, 2017 (vi) 10,278 (996 ) 514 - 9,796 7,773 Issued: November 15, 2017 (vi) 10,278 (994 ) 514 - 9,798 7,774 Ending as of September 30, 2018 $ 1,339,066 $ (12,804 ) $ 58,954 $ (280,621 ) 1,104,595 Ending as of December 31, 2017 $ 1,339,066 $ (44,074 ) $ 58,954 $ (272,912 ) $ - $ 1,081,034 (i) Old Main Capital, LLC – September 2015: On September 14, 2015 (the “Issuance Date”), the Company closed on the transactions contemplated by the securities purchase agreement (the “SPA”) with Old Main Capital, LLC (“Old Main”), whereby Old Main agreed to invest $450,000 (the “Purchase Price”) in the Company’s -share capital in exchange for the Note (as defined below) and Warrants (as defined below). Pursuant to the SPA, the Company issued a promissory note to Old Main, in the original principal amount of $473,684, which bears interest at 10% per annum (the “September 2015 Note”). The Purchase Price will be paid as follows: (1) $250,000 funded in cash to the Company on the Issuance Date, (2) the remaining $200,000 within 30 days after the Issuance Date. The principal from each funding date, coupled with the accrued and unpaid interest relating to that principal amount, is due and payable on September 8, 2016 (the “Maturity Date”). Any amount of principal or interest that is due under the September 2015 Note, which is not paid by the Maturity Date, will bear interest at the rate of 24% per annum until it is paid. Beginning 6 months after the Issuance Date, the Company is required to make bi-weekly amortization payments (one payment every 2 weeks), consisting of 1/12 th The September 2015 Note can be prepaid by the Company at any time while the September 2015 Note is outstanding, at a prepayment price of 125% multiplied by the outstanding principal and interest of the September 2015 Note, subject to Old Main’s discretionary acceptance. If an event of default occurs under the September 2015 Note, which is not cured within 10 business days, Old Main has the option to require the Company’s redemption of the September 2015 Note in cash at a redemption price of 130% multiplied by the outstanding principal and interest of the September 2015 Note. The September 2015 Note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. Effective on March 9, 2016, the September 2015 Note was amended whereby the conversion price in effect on any Conversion Date shall be equal to the lesser of the (i) closing price of the Common Stock on September 8, 2015 (“Fixed Conversion Price”), or (ii) 60% of the lowest traded price of the Common Stock for the 15 consecutive trading days ending on the trading day that is immediately prior to the applicable Conversion Date. All such determinations were appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. This amendment triggered an extinguishment of the debt since the change in the fair value of the embedded derivative exceeded 10% of the carrying value of the debt. The Company booked a $144,205 loss on extinguishment based on the amendment during the year ended December 31, 2016. Old Main has converted $473,684 of principal and $28,033 of interest for 283,645 shares ranging in price per share of $1.17 to $2.55. This was completely settled by July 2016. (ii) Equity Line of Credit On March 9, 2016, the Company issued an 8% convertible promissory note in the principal amount of $250,000 to Old Main as a commitment fee for entering into a term sheet whereby Old Main agreed to provide the Company with up to $5,000,000 in financing over a 24 month period through the purchase of the Company’s common stock. The proposed equity line will be subject to certain conditions, including, but not limited to, the Company’s filing of a Registration Statement covering the resale of the securities issued to Old Main and the Company’s continued compliance with the disclosure requirements under the Securities Exchange Act of 1934, as amended. Old Main’s commitment to provide funding under the equity line of credit is subject to the Company entering into a definitive and binding agreement related to the proposed equity line of credit and as of September 30, 2016 the Company have not entered into any such agreement. The terms and conditions of the $250,000 note are substantially identical to the March 2016 Note below except the interest rate which is 8% per annum, half of which is guaranteed and the total amount of interest due on the Note for a period of six months is deemed earned as of the date the note was issued. All interest payments will be payable in cash, or subject to certain equity conditions in cash or common stock in the Company’s discretion. Accrued and unpaid interest shall be due on payable on each conversion date and on the date the note matures, or as otherwise provided for in the note. Beginning six months after the date of the note, the Company is required to begin to make bi-weekly amortization payments (for the avoidance of doubt, bi-weekly shall mean every two weeks), in cash to Old Main until the note is repaid in full. Each bi-weekly payment shall consist of at least 1/12 th The Company amended this convertible note on June 9, 2016 to remove the equity condition limitations, removed the amortization payment requirements, to permit voluntary conversions in common stock and revised the conversion price to mean the lesser of (a) the closing price of the Company’s common stock on March 9, 2016 or (b) 60% of the lowest VWAP price of the Company’s common stock for the 15 consecutive trading days ending on the trading day that is immediately prior to any applicable conversion date. This amendment was treated as an extinguishment of debt and a resultant loss on extinguishment of debt of $94,030 was realized, and recorded in other expenses during the year ended December 31, 2016. As at September 30, 2018 the Company owed $250,000 (December 31, 2017 - $250,000) in principal and the accrued interest is $305,621 (December 31, 2017 - $123,208), which consists of the guaranteed interest accrued of $10,000 (December 31, 2017 - $10,000) included in the convertible notes balance and the remainder of $295,621 (December 31, 2017 - $113,208) is recorded in accrued expenses on convertible notes payable, which includes the interest accrued and penalty charges. (iii) Securities Purchase Agreement and Convertible Notes Issued to Old Main Capital, LLC On March 9, 2016 (the “Issuance Date”) the Company closed on the transaction contemplated by the securities purchase agreement (the “SPA”) the Company entered into with Old Main Capital, LLC (“Old Main”), whereby Old Main agreed to purchase from the Company a convertible promissory note (the “March 2016 Note”) in the original principal amount of $296,153 for $269,500, net of an original issuance discount of $26,653 (the “Purchase Price”), included in interest expenses. The March 2016 1bears interest at the rate of 10% per annum, of which there is a guaranteed interest for a period of six (6) months as of the Issuance date. The Purchase Price paid were as follows: (i) $84,500 was paid in cash to the Company on March 12, 2016 (ii) $100,000 was paid in cash to the Company on April 6, 2016 (iii) $85,000 May 6, 2016. The principal from each funding date and the accrued and unpaid interest relating to that principal amount is due and payable on March 9, 2017 (the “Maturity Date”). Any amount of principal or interest that is due under the March 2016 Note which is not paid by the Maturity Date will bear interest at the rate of 24% per annum until it is paid and subject to further increase as discussed below. Beginning 6 months after the Issuance Date, the Company are required to make bi-weekly amortization payments (one payment every 2 weeks), consisting of 1/12 th The March 2016 Note can be prepaid by the Company at any time while the March 2016 Note is outstanding, at a prepayment price of 125% multiplied by the outstanding principal and interest of the March 2016 Note, subject to Old Main’s discretionary acceptance. If an event of default occurs under the March 2016 Note, which is not cured within three business days, then upon Old Main’s provision of notice to the Company of the occurrence of such event of default, the Company shall within three business days of such default notice, pay the total amount outstanding under the March 2016 Note in cash (including principal, accrued and unpaid interest, applicable penalties (including default multipliers). In the event that the Company does not pay the total amount outstanding within three (3) business days of such default notice, then the total amount outstanding under the March 2016 Note (post-default amount) at that time shall increase by 50%, and on the fourth business day after such default notice (the “Second Amortization Payment Date”), the Company shall begin to make weekly amortization payments (for the avoidance of doubt, weekly shall mean every week) (each a “Weekly Payment”), in (1) cash to Old Main or (2) Common Stock at a price per share equal to the lesser of (i) the closing price of the Company’s common stock on March 9, 2016 or (ii) 52% of the lowest VWAP of the Common Stock for the 15 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable conversion date. Each Weekly Payment shall consist of the greater of (i) $10,000 of value under the March 2016 Note or (ii) 1/24 th On June 9, 2016 the Company amended the March 2016 Note whereby the Company revised the note to remove the equity condition limitations, removed the amortization payment requirements and to permit voluntary conversions in common stock. The Company also revised the conversion price to mean the lesser of (a) the closing price of the Company’s common stock on March 9, 2016 or (b) 60% of the lowest VWAP price of the Company’s common stock for the 15 consecutive trading days ending on the trading day that is immediately prior to any applicable conversion date. The amendment was accounted for using the extinguishment of debt method. The Company recorded nil (December 31, 2016 - $88,956) loss on extinguishment of debt, which is included in other expenses. This loan was in default as of October 1, 2017 and was subject to interest at 24% per annum as well as a default penalty of 25% calculated annually. Management is in the process of negotiating terms of the Note. As at September 30, 2018 the Company owes $115,245 (December 31, 2017 - $115,245) in principal and the accrued interest is $179,466 (December 31, 2017 - $82,711), which consists of the guaranteed interest accrued of $14,808 (December 31, 2017 - $14,808) included in the convertible notes balance and the remainder of $164,658 (December 31, 2017 - $62,903) is recorded in accrued expenses on convertible notes payable, which includes the accrued interest and penalty charges. (iv) Securities Purchase Agreement and Convertible Notes Issued to Old Main Capital, LLC On June 9, 2016 (the “Issuance Date”), the Company closed on the transaction contemplated by the securities purchase agreement (the “SPA”) the Company entered into with Old Main Capital, LLC (“Old Main”), whereby Old Main agreed to purchase from the Company a convertible promissory note (the “Note”) in the original principal amount of $87,912 for $80,000, net of an original issuance discount of $7,912 (the “Purchase Price”). The Note bears interest at the rate of 10% per annum, of which there is a guaranteed interest for a period of six (6) months as of the Issuance date. The Purchase Price was paid on June 9, 2016 in cash. The principal from the funding date and the accrued and unpaid interest relating to that principal amount was due and payable on June 9, 2017 (the “Maturity Date”). Any amount of principal or interest that is due under the Note which is not paid by the Maturity Date will bear interest at the rate of 24% per annum until it is paid and subject to further increase as discussed below. The conversion price is the lesser of (a) the closing price of our common stock on June 9, 2016 or (b) 60% of the lowest VWAP price of the Company’s common stock for the 15 consecutive trading days ending on the trading day that is immediately prior to any applicable conversion date. This loan was in default as of October 1, 2017 and was subject to interest at 24% per annum as well as a default penalty of 25% calculated annually. Management is in the process of negotiating terms of the Note. As at September 30, 2018 the Company owes $87,912 (December 31, 2017 - $87,912) in principal and the accrued interest is $108,531 (December 31, 2017 - $44,038), which consists of the guaranteed interest accrued of $4,396 (December 31, 2017 - $4,396) included in the convertible notes balance and the remainder of $104,135 (December 31, 2017 - $39,642) is recorded in accrued expenses on convertible notes payable, which includes the accrued interest and penalty chares. (v) Securities Purchase Agreement and Convertible Note Issued to SBI Investments LLC, 2014-1 On June 30, 2016 (the “Issuance Date”) the Company closed on the transaction contemplated by the securities purchase agreement (the “SPA”) the Company entered into with SBI Investments LLC, 2014-1 (“SBI”), whereby SBI agreed to purchase from the Company a convertible promissory note (the “Note”) in the original principal amount of $550,000 for $500,000 net of an original issuance discount of $50,000 (the “Purchase Price”). The Note bears interest at the rate of 8% per annum, half of which is guaranteed and the total amount of interest due on the Note for a period of six months is deemed earned as of the date the note was issued. The Purchase Price was paid on June 30, 2016 in cash. The principal from the funding date and the accrued and unpaid interest relating to that principal amount was due and payable on June 30, 2017 (the “Maturity Date”). Any amount of principal or interest that is due under the Note which is not paid by the Maturity Date will bear interest at the rate of 24% per annum until it is paid and subject to further increase as discussed below. The conversion price is the lesser of (a) the closing price of the Company’s common stock on June 30, 2016 ($2.40 per share) or (b) 60% of the lowest VWAP price of the Company’s common stock for the 20 consecutive trading days ending on the trading day that is immediately prior to any applicable conversion date. This convertible debt has been accounted for as a derivative liability and is included in the Note 6 derivative liability calculations below. This loan was in default as of October 1, 2017 and was subject to interest at 24% per annum as well as a default penalty of 25% calculated annually. Management is in the process of negotiating terms of the Note. Beginning 6 months after the Issuance Date, the Company are required to make bi-weekly amortization payments (one payment every 2 weeks), consisting of 1/12 th The Note can be prepaid by the Company at any time while the Note is outstanding, at a prepayment price of 125% multiplied by the outstanding principal and interest of the Note, subject to SBI’s discretionary acceptance. If an event of default occurs under the Note, which is not cured within three business days, then upon SBI’s provision of notice to the Company of the occurrence of such event of default, the Company shall within three business days of such default notice, pay the total amount outstanding under the Note in cash (including principal, accrued and unpaid interest, applicable penalties (including default multipliers). In the event that the Company does not pay the total amount outstanding within three (3) business days of such default notice, the company will pay interest at 24%. As at September 30, 2018, there were no prepayments made on the Note. During the nine months ended September 30, 2018, $7,709 (December 31, 2017 – $92,004) of the principal balance had been converted into equity shares. Refer to Note 10 for further details. As at September 30, 2018 the Company owes $450,287 (December 31, 2017 - $457,996) in principal and the accrued interest is $471,184 (December 31, 2017 - $217,448), which consists of the guaranteed interest accrued of $22,000 (December 31, 2017 - $22,000) included in the convertible notes balance and $449,184 (December 31, 2017 - $195,448) is recorded in accrued expenses on convertible notes payable, which includes the accrued interest and penalty chares. (vi) Securities Purchase Agreement and Convertible Note Issued to Old Main Capital On April 7, 2017, the Company entered into a Securities Purchase Agreement with Old Main whereby it agreed to and issued a 10% Convertible Promissory Note in the principal amount of up to $75,000 (the “April 2017 Old Main Note”) payable in tranches as follows: Tranche 1 paid on April 11, 2017: $19,167 consisting of $17,250 (less $1,250 for Old Main’s legal fees) paid to the Company in cash, and less original issue discount of $1,917. Tranche 2 paid on May 2, 2017: $14,444 consisting of $13,000 paid to the Company in cash, and less original issue discount of $1,444. Tranche 3 paid on June 1, 2017: $15,000 consisting of $13,500 paid to the Company in cash, and less original issue discount of $1,500. Tranche 4 paid on August 8, 2017: $12,778 consisting of $11,500 paid to the Company in cash, and less original issue discount of $1,278. Tranche 5 paid on September 1, 2017: $11,667 consisting of $10,500 paid to the Company in cash, and less original issue discount of $1,167. Tranche 6 paid on November 15, 2017: $10,278 consisting of $9,250 paid to the Company in cash, and less original issue discount of $1,028. Old Main may pay such additional amounts of the Consideration and at such dates as mutually agreed upon by the Borrower and Old Main. The maturity date for each tranche funded shall be twelve (12) months from the effective date of each payment (each a “Maturity Date”) (or such earlier date as the April 2017 Old Main Note is required or permitted to be repaid as provided hereunder, and is the date upon which the principal sum of each respective tranche, as well as any accrued and unpaid interest and other fees relating to that respective tranche, shall be due and payable. The Old Main has the right to convert all or any part of the outstanding and unpaid principal and interest into shares of the Company’s common stock. The terms of the Convertible Note are as follows: 1. Old Main has the right from and after a 180 day delay from the Date of Issuance, and until any time until the Note is fully paid, to convert any outstanding and unpaid principal portion of the Note, and accrued interest, into fully paid and non–assessable shares of Common (par value $.001 per share). Bi–weekly amortization payments are due after 6 months. 2. The Convertible Notes are convertible at a fixed rate of $0.07 with no reset provisions. 3. Beneficial ownership is limited to 9.99%. 4. The Company may redeem the Notes for 150% of the redemption amount and accrued interest at any time upon ten days written notice to the Old Main. 5. In the event of default the Note bears interest at 24% per annum. Participation in Future Financing. Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of the April 2017 Old Main Note, upon any issuance by the Company or any of its subsidiaries of its Common Stock or other securities convertible into Common Stock, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or securities of the Company, Old Main shall have the right to participate in the subsequent Financing in an amount up to 100% of such Old Main’s pro rata portion as defined below in the April 2017 Old Main Note on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. This loan was in default as of October 1, 2017 and was subject to interest at 24% per annum as well as a default penalty of 25% calculated annually. Management is in the process of negotiating terms of the Note. As at September 30, 2018 the Company owes $83,333 (December 31, 2017 - $83,333) in principal and the accrued interest is $88,257 (December 31, 2017 - $31,923), which consists of the guaranteed interest accrued of $4,167 (December 31, 2017 - $4,167) included in the convertible notes balance and $84,091 (December 31, 2017 - $27,757) is recorded in accrued expenses on convertible notes payable, which includes the accrued interest and penalty. (vii) Securities Purchase Agreement and Convertible Note Issued to SBI Investments LLC, 2014-1 On April 7, 2017, the Company entered into a Securities Purchase Agreement with SBI Investments LLC, 2014-1 (“SBI”) whereby it agreed to and issued a 10% Convertible Promissory Note in the principal amount of up to $75,000 (the “April 2017 SBI note”) in tranches as follows: Tranche 1 paid on April 11, 2017: $19,167 consisting of $17,250 (less $1,250 for SBI’s legal fees) paid to the Company in cash, and less original issue discount of $1,917. Tranche 2 paid on May 2, 2017: $14,444 consisting of $13,000 paid to the Company in cash, and less original issue discount of $1,444. Tranche 3 paid on June 1, 2017: $15,000 consisting of $13,500 paid to the Company in cash, and less original issue discount of $1,500. Tranche 4 paid on August 8, 2017: $12,778 consisting of $11,500 paid to the Company in cash, and less original issue discount of $1,678. Tranche 5 paid on November 15, 2017: $10,278 consisting of $9,250 paid to the Company in cash, and less original issue discount of $1,028. SBI may pay such additional amounts of the Consideration and at such dates as mutually agreed upon by the Borrower and SBI. The maturity date for each tranche funded shall be twelve (12) months from the effective date of each payment (each a “Maturity Date”) (or such earlier date as the April 2017 SBI is required or permitted to be repaid as provided hereunder, and is the date upon which the principal sum of each respective tranche, as well as any accrued and unpaid interest and other fees relating to that respective tranche, shall be due and payable. The SBI has the right to convert all or any part of the outstanding and unpaid principal and interest into shares of the Company’s common stock. The terms of the Convertible Note are as follows: 1. SBI has the right from and after a 180 day delay from the Date of Issuance, and until any time until the Note is fully paid, to convert any outstanding and unpaid principal portion of the Note, and accrued interest, into fully paid and non–assessable shares of Common (par value $.001 per share). Bi–weekly amortization payments are due after 6 months. 2. The Convertible Notes are convertible at a fixed rate of $0.07 with no reset provisions. 3. Beneficial ownership is limited to 9.99%. 4. The Company may redeem the Notes for 150% of the redemption amount and accrued interest at any time upon ten days written notice to the SBI. 5. In the event of default the Note bears interest at 24% per annum. This loan was in default as of October 1, 2017 and was subject to interest at 24% per annum as well as a default penalty of 25% calculated annually. Management is in the process of negotiating terms of the Note. As at September 30, 2018 the Company owes $71,667 (December 31, 2016 – 71,667) in principal and the accrued interest is $72,176 (December 31, 2017 - $27,359), which consists of the guaranteed interest accrued of $3,583 (December 31, 2017 - $3,583) included in the convertible notes balance and $55,227 (December 31, 2017 – $23,775) is recorded in accrued expenses on convertible notes payable, which includes the accrued interest and penalty chares. Participation in Future Financing. Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of the April 2017 SBI, upon any issuance by the Company or any of its subsidiaries of its Common Stock or other securities convertible into Common Stock, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or securities of the Company, SBI shall have the right to participate in the subsequent Financing in an amount up to 100% of such SBI’s pro rata portion as defined below in the April 2017 SBI on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instrument Detail [Abstract] | |
Summary of Warrants Derivative Liabilities Activity | The following table summarizes the warrant derivative liabilities and convertible notes activity for the nine months ended September 30, 2018: Description Derivative Liabilities Fair value at December 31, 2016 $ 240,955 Change due to Issuances 55,316 Change due to Exercise/Conversion (128,111 ) Change in Fair Value of warrants and notes 179,540 Fair value at December 31, 2017 $ 347,700 Change due to Exercise/Conversion (596 ) Change in Fair Value of warrants and notes 102,821 Fair value at September 30, 2018 $ 449,925 |
Schedule of Warrants Issued with Assumptions | The lattice methodology was used to value the embedded derivatives within the convertible note and the warrants issued, with the following assumptions. Assumptions September 30, 2018 December 31, 2017 Dividend yield 0.00 % 0.00 % Risk-free rate for term 1.93-2.33 % 1.08-1.53 % Volatility 335.9%-387.2 % 279%-446 % Maturity dates 0.50-1.94 years 0.50-2.69 years Stock Price 0.0066 0.0135-.0189 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Liabilities | The following table presents liabilities that are measured and recognized at fair value on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains (Losses) Derivatives $ - $ - $ 449,925 $ 102,821 Fair Value at September 30, 2018 $ - $ - $ 449,925 $ 102,821 Derivatives $ - $ - $ 347,700 $ (179,540 ) Fair Value at December 31, 2017 $ - $ - $ 347,700 $ (179,540 ) |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | The following is a summary of stock option activity: Weighted Weighted Average Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2017 200,000 $ 3.00 Granted - Forfeited - Exercised - Outstanding, September 30, 2018 200,000 $ 3.00 1.0 $ - Exercisable, September 30, 2018 - $ - - $ - |
Schedule of Exercise Price for Options Outstanding and Exercisable | The exercise price for options outstanding and exercisable at September 30, 2018 is as follows: Outstanding Exercisable Number of Options Exercise Price Number of Options Exercise Price 200,000 $ 3.00 - $ - 200,000 - |
Summary of Assumptions Used for Calculating Fair Value of Options Granted | The assumptions used in calculating the fair value of options granted using the Black-Scholes option- pricing model for options granted are as follows: 2018 2017 Risk-free interest rate 1.5 % 1.5 % Expected life of the options 4.8 to 6.5 years 4.8 to 6.5 years Expected volatility 150 % 150 % Expected dividend yield 0 % 0 % |
Schedule of Warrant Outstanding | As at September 30, 2018, the Company had the following warrant securities outstanding: Common Stock Warrants December 31, 2017 36,667 Less: Exercised - Less: Expired - Add: Issued - September 30, 2018 36,667 Warrants (Note 6) 28,333 Exercise Price $ 7.88 Expiration Date September 8, 2015 to September 8, 2020 Warrants (Note 5) 8,334 Exercise Price ** Expiration Date June 30, 2016 to June 30, 2019 ** Lessor of: $2.46 or $2.88 or any price of equity linked instruments issued by the Company while the warrant is issued and outstanding |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Consulting Services Provided by Officer | Consulting services provided by the officer for the nine months ended September 30, 2018 and 2017 September 30, 2018 September 30, 2017 President, Chief Executive Officer and Chief Financial Officer $ nil $ 75,600 |
Organization and Operations (De
Organization and Operations (Details Narrative) - shares | 9 Months Ended | |||
Sep. 30, 2018 | Dec. 31, 2017 | Feb. 22, 2017 | Dec. 28, 2016 | |
Common stock, shares authorized | 495,000,000 | 495,000,000 | 495,000,000 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |
Reverse stock split | 1 for 30 reverse stock split | |||
Reverse stock split, shares | 68,976,690 | |||
Number of reverse stock split shares converted | 2,299,223 | |||
Series A Preferred Stock [Member] | ||||
Preferred stock, shares designated | 1,000 | 1,000 | ||
Minimum [Member] | ||||
Common stock, shares authorized | 125,000,000 | |||
Maximum [Member] | ||||
Common stock, shares authorized | 500,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - shares | 9 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | |
Options outstanding | 200,000 | 200,000 | 200,000 |
Option [Member] | |||
Anti-dilutive shares | 200,000 | ||
Warrants [Member] | |||
Anti-dilutive shares | 36,667 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated deficit | $ 6,967,555 | $ 6,967,555 | $ 5,983,910 | ||
Net loss | $ 190,565 | $ 169,215 | 983,645 | $ 811,188 | $ 1,389,972 |
Net cash used in operating activities | $ 679 | $ 219,525 |
Accounts Payable (Details Narra
Accounts Payable (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Due to executive | $ 28,623 | $ 28,623 |
Due to related party | $ 12,917 |
Accounts Payable - Schedule of
Accounts Payable - Schedule of Accounts Payable (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Trade accounts payable | $ 153,314 | $ 104,988 |
Other payable | 24,307 | 24,307 |
Accounts Payable | $ 177,621 | $ 129,295 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Nov. 15, 2017 | Sep. 01, 2017 | Aug. 08, 2017 | Jun. 02, 2017 | May 02, 2017 | Apr. 11, 2017 | Apr. 07, 2017 | Jun. 30, 2016 | Jun. 09, 2016 | Mar. 09, 2016 | Sep. 14, 2015 | Jun. 30, 2016 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2018 | Oct. 02, 2017 | Oct. 01, 2017 | May 06, 2016 | Apr. 06, 2016 | Mar. 12, 2016 | Sep. 08, 2015 | |
Agreed to invested in exchange for note payable | $ 1,104,595 | $ 1,081,034 | |||||||||||||||||||||
Common stock discounted percentage | 60.00% | ||||||||||||||||||||||
Debt instrument convertible debt | $ 8,305 | 308,582 | |||||||||||||||||||||
Debt discount | $ 12,804 | $ 44,074 | |||||||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||
April 2017 Old Main Note [Member] | |||||||||||||||||||||||
Note payable principal amount | $ 83,333 | $ 83,333 | |||||||||||||||||||||
Accrued interest | 88,257 | 31,923 | |||||||||||||||||||||
Accrued and unpaid interest | 4,167 | 4,167 | |||||||||||||||||||||
Accounts payable and accrued liabilities | 84,091 | 27,757 | |||||||||||||||||||||
April 2017 SBI Note [Member] | |||||||||||||||||||||||
Note payable principal amount | 71,667 | 71,667 | |||||||||||||||||||||
Accrued interest | 72,176 | 27,359 | |||||||||||||||||||||
Accrued and unpaid interest | 3,583 | 3,583 | |||||||||||||||||||||
Accounts payable and accrued liabilities | $ 55,227 | 23,775 | |||||||||||||||||||||
September 2015 Note [Member] | |||||||||||||||||||||||
Number of common stock shares issued for purchase of warrants | 28,333 | ||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||
Warrants exercise price per share | $ 7.88 | ||||||||||||||||||||||
Old Main Capital Commitment Fee Note [Member] | |||||||||||||||||||||||
Note payable principal amount | $ 250,000 | $ 250,000 | $ 250,000 | ||||||||||||||||||||
Old Main Capital Bridge Note [Member] | |||||||||||||||||||||||
Note payable principal amount | 296,153 | 296,153 | 296,153 | ||||||||||||||||||||
Old Main Capital Note [Member] | |||||||||||||||||||||||
Note payable principal amount | 87,912 | 87,912 | 87,912 | ||||||||||||||||||||
SBI Investments LLC [Member] | |||||||||||||||||||||||
Note payable principal amount | 550,000 | $ 550,000 | 550,000 | ||||||||||||||||||||
Old Capital Notes [Member] | |||||||||||||||||||||||
Note payable interest rate | 24.00% | ||||||||||||||||||||||
Common stock discounted percentage | 60.00% | ||||||||||||||||||||||
Common stock conversion description | The Company may redeem the Notes for 125% or 150% of the redemption amount and accrued interest. The Company may upon certain equity conditions redeemed certain notes at the lessor of fixed conversion price and 60% of 15 Trading day low VWAP. | ||||||||||||||||||||||
Debt default interest rate | 60.00% | ||||||||||||||||||||||
Minimum [Member] | Old Capital Notes [Member] | |||||||||||||||||||||||
Debt instrument, redemption percentage | 125.00% | ||||||||||||||||||||||
Maximum [Member] | Old Capital Notes [Member] | |||||||||||||||||||||||
Debt instrument, redemption percentage | 150.00% | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Debt instrument convertible debt | $ 868 | $ 6,711 | |||||||||||||||||||||
Debt converted into shares of common stock | [1] | 868,181 | 6,709,583 | ||||||||||||||||||||
Old Main Capital, LLC [Member] | |||||||||||||||||||||||
Debt maturity date | Mar. 9, 2017 | ||||||||||||||||||||||
Common stock discounted percentage | 70.00% | ||||||||||||||||||||||
Common stock conversion description | The Base Conversion Price shall equal the lower of (i) the closing price of the Common Stock on March 9, 2016, or (ii) 70% of the lowest VWAP of the Common Stock for the 15 trading days immediately prior to the date of the Bi-Weekly Payment. | ||||||||||||||||||||||
Repayment of note payable | |||||||||||||||||||||||
Old Main Capital, LLC [Member] | March 2016 Note [Member] | |||||||||||||||||||||||
Percentage of prepayment price of multiplied outstanding principal and interest | 125.00% | ||||||||||||||||||||||
Debt face amount | $ 10,000 | ||||||||||||||||||||||
Common stock conversion description | The March 2016 Note can be prepaid by the Company at any time while the March 2016 Note is outstanding, at a prepayment price of 125% multiplied by the outstanding principal and interest of the March 2016 Note, subject to Old Main's discretionary acceptance. If an event of default occurs under the March 2016 Note, which is not cured within three business days, then upon Old Main's provision of notice to the Company of the occurrence of such event of default, the Company shall within three business days of such default notice, pay the total amount outstanding under the March 2016 Note in cash (including principal, accrued and unpaid interest, applicable penalties (including default multipliers). In the event that the Company does not pay the total amount outstanding within three (3) business days of such default notice, then the total amount outstanding under the March 2016 Note (post-default amount) at that time shall increase by 50%, and on the fourth business day after such default notice (the "Second Amortization Payment Date"), the Company shall begin to make weekly amortization payments (for the avoidance of doubt, weekly shall mean every week) (each a "Weekly Payment"), in (1) cash to Old Main or (2) Common Stock at a price per share equal to the lesser of (i) the closing price of the Company's common stock on March 9, 2016 or (ii) 52% of the lowest VWAP of the Common Stock for the 15 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable conversion date. Each Weekly Payment shall consist of the greater of (i) $10,000 of value under the March 2016 Note or (ii) 1/24 th of the total outstanding amount under this March 2016 Note as of the Second Amortization Payment Date, including the principal, accrued and unpaid interest (prorated through the entire pay-off period), and any applicable penalties. | ||||||||||||||||||||||
Old Main Capital, LLC [Member] | Minimum [Member] | |||||||||||||||||||||||
Debt instrument periodic payment | $ 30,000 | ||||||||||||||||||||||
SBI Warrants [Member] | |||||||||||||||||||||||
Percentage of beneficial ownership is limited | 4.99% | ||||||||||||||||||||||
Number of common stock shares issued for purchase of warrants | 4,167 | ||||||||||||||||||||||
Warrants term | 3 years | ||||||||||||||||||||||
SBI Warrants [Member] | Minimum [Member] | |||||||||||||||||||||||
Warrants exercise price per share | $ 2.46 | ||||||||||||||||||||||
SBI Warrants [Member] | Maximum [Member] | |||||||||||||||||||||||
Percentage of beneficial ownership is limited | 9.99% | ||||||||||||||||||||||
Warrants exercise price per share | $ 2.88 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | April 2017 Old Main Note [Member] | |||||||||||||||||||||||
Note payable interest rate | 10.00% | 24.00% | |||||||||||||||||||||
Debt conversion price per share | $ 0.07 | ||||||||||||||||||||||
Debt face amount | $ 75,000 | ||||||||||||||||||||||
Penalty interest percentage | 25.00% | ||||||||||||||||||||||
Common stock conversion description | Old Mains have the right from and after a 180 day delay from the Date of Issuance, and until any time until the Note is fully paid, to convert any outstanding and unpaid principal portion of the Note, and accrued interest, into fully paid and non-assessable shares of Common (par value $.001 per share). Bi-weekly amortization payments are due after 6 months. | ||||||||||||||||||||||
Common stock par value | $ 0.001 | ||||||||||||||||||||||
Debt beneficial Percentage | 9.99% | ||||||||||||||||||||||
Accrued interest, percentage | 150.00% | ||||||||||||||||||||||
Debt instrument, redemption percentage | 150.00% | ||||||||||||||||||||||
Debt default interest rate | 24.00% | ||||||||||||||||||||||
Percentage of beneficial ownership is limited | 100.00% | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | April 2017 Old Main Note [Member] | Tranches 1 [Member] | |||||||||||||||||||||||
Debt face amount | $ 19,167 | ||||||||||||||||||||||
Debt discount | 1,917 | ||||||||||||||||||||||
Repayment of note payable | 17,250 | ||||||||||||||||||||||
Legal fees | 1,250 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | April 2017 Old Main Note [Member] | Tranches 2 [Member] | |||||||||||||||||||||||
Debt face amount | $ 14,444 | ||||||||||||||||||||||
Debt discount | 1,444 | ||||||||||||||||||||||
Repayment of note payable | 13,000 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | April 2017 Old Main Note [Member] | Tranches 3 [Member] | |||||||||||||||||||||||
Debt face amount | $ 15,000 | ||||||||||||||||||||||
Debt discount | 1,500 | ||||||||||||||||||||||
Repayment of note payable | 13,500 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | April 2017 Old Main Note [Member] | Tranches 4 [Member] | |||||||||||||||||||||||
Debt face amount | $ 12,778 | ||||||||||||||||||||||
Debt discount | 1,278 | ||||||||||||||||||||||
Repayment of note payable | 11,500 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | April 2017 Old Main Note [Member] | Tranches 5 [Member] | |||||||||||||||||||||||
Debt face amount | $ 11,667 | ||||||||||||||||||||||
Debt discount | 1,167 | ||||||||||||||||||||||
Repayment of note payable | $ 10,500 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | April 2017 Old Main Note [Member] | Tranches 6 [Member] | |||||||||||||||||||||||
Debt face amount | $ 10,278 | ||||||||||||||||||||||
Debt discount | 1,028 | ||||||||||||||||||||||
Repayment of note payable | 9,250 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | April 2017 SBI Note [Member] | |||||||||||||||||||||||
Note payable interest rate | 10.00% | 24.00% | |||||||||||||||||||||
Debt conversion price per share | $ 0.07 | ||||||||||||||||||||||
Debt face amount | $ 75,000 | ||||||||||||||||||||||
Penalty interest percentage | 25.00% | ||||||||||||||||||||||
Common stock conversion description | SBI has the right from and after a 180 day delay from the Date of Issuance, and until any time until the Note is fully paid, to convert any outstanding and unpaid principal portion of the Note, and accrued interest, into fully paid and non-assessable shares of Common (par value $.001 per share). Bi-weekly amortization payments are due after 6 months. | ||||||||||||||||||||||
Common stock par value | $ 0.001 | ||||||||||||||||||||||
Debt beneficial Percentage | 9.99% | ||||||||||||||||||||||
Accrued interest, percentage | 150.00% | ||||||||||||||||||||||
Debt instrument, redemption percentage | 150.00% | ||||||||||||||||||||||
Debt default interest rate | 24.00% | ||||||||||||||||||||||
Percentage of beneficial ownership is limited | 100.00% | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | April 2017 SBI Note [Member] | Tranches 1 [Member] | |||||||||||||||||||||||
Debt face amount | 19,167 | ||||||||||||||||||||||
Debt discount | 1,917 | ||||||||||||||||||||||
Repayment of note payable | 17,250 | ||||||||||||||||||||||
Legal fees | $ 1,250 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | April 2017 SBI Note [Member] | Tranches 2 [Member] | |||||||||||||||||||||||
Debt face amount | 14,444 | ||||||||||||||||||||||
Debt discount | 1,444 | ||||||||||||||||||||||
Repayment of note payable | $ 13,000 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | April 2017 SBI Note [Member] | Tranches 3 [Member] | |||||||||||||||||||||||
Debt face amount | 15,000 | ||||||||||||||||||||||
Debt discount | 1,500 | ||||||||||||||||||||||
Repayment of note payable | $ 13,500 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | April 2017 SBI Note [Member] | Tranches 4 [Member] | |||||||||||||||||||||||
Debt face amount | 12,778 | ||||||||||||||||||||||
Debt discount | 1,678 | ||||||||||||||||||||||
Repayment of note payable | $ 11,500 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | April 2017 SBI Note [Member] | Tranches 5 [Member] | |||||||||||||||||||||||
Debt face amount | 10,278 | ||||||||||||||||||||||
Debt discount | 1,028 | ||||||||||||||||||||||
Repayment of note payable | $ 9,250 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Old Main Capital, LLC [Member] | |||||||||||||||||||||||
Agreed to invested in exchange for note payable | $ 450,000 | ||||||||||||||||||||||
Note payable principal amount | $ 473,684 | ||||||||||||||||||||||
Note payable interest rate | 10.00% | ||||||||||||||||||||||
Repayment of convertible debt | $ 250,000 | ||||||||||||||||||||||
Debt maturity date | Sep. 8, 2016 | ||||||||||||||||||||||
Convertible debt payable bear interest rate until it is paid | 24.00% | ||||||||||||||||||||||
Debt instrument periodic payment | $ 25,000 | ||||||||||||||||||||||
Common stock discounted percentage | 60.00% | 70.00% | |||||||||||||||||||||
Percentage of prepayment price of multiplied outstanding principal and interest | 125.00% | ||||||||||||||||||||||
Percentage of redemption price of multiplied by outstanding principal and interest | 130.00% | ||||||||||||||||||||||
Change in carrying value of the debt percentage | 10.00% | ||||||||||||||||||||||
Extinguishment of debt amount | $ 144,205 | ||||||||||||||||||||||
Debt instrument convertible debt | $ 473,684 | 180,908 | 92,180 | ||||||||||||||||||||
Debt interest amount | $ 28,033 | ||||||||||||||||||||||
Debt converted into shares of common stock | 283,645 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Old Main Capital, LLC [Member] | March 2016 Note [Member] | |||||||||||||||||||||||
Note payable principal amount | $ 296,153 | ||||||||||||||||||||||
Note payable interest rate | 10.00% | ||||||||||||||||||||||
Convertible debt payable bear interest rate until it is paid | 24.00% | ||||||||||||||||||||||
Debt face amount | $ 269,500 | ||||||||||||||||||||||
Debt discount | $ 26,653 | ||||||||||||||||||||||
Convertible notes payable | $ 85,000 | $ 100,000 | $ 84,500 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Old Main Capital, LLC [Member] | Convertible Promissory Note [Member ] | |||||||||||||||||||||||
Note payable principal amount | $ 87,912 | $ 87,912 | 87,912 | ||||||||||||||||||||
Note payable interest rate | 10.00% | 24.00% | |||||||||||||||||||||
Debt maturity date | Jun. 9, 2017 | ||||||||||||||||||||||
Convertible debt payable bear interest rate until it is paid | 24.00% | ||||||||||||||||||||||
Common stock discounted percentage | 60.00% | ||||||||||||||||||||||
Debt face amount | $ 80,000 | ||||||||||||||||||||||
Penalty interest percentage | 25.00% | ||||||||||||||||||||||
Accrued interest | 108,531 | 44,038 | |||||||||||||||||||||
Accrued and unpaid interest | 4,396 | 4,396 | |||||||||||||||||||||
Accounts payable and accrued liabilities | 104,135 | 39,642 | |||||||||||||||||||||
Debt discount | $ 7,912 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Old Main Capital, LLC [Member] | Minimum [Member] | |||||||||||||||||||||||
Debt conversion price per share | $ 1.17 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Old Main Capital, LLC [Member] | Maximum [Member] | |||||||||||||||||||||||
Debt conversion price per share | $ 2.55 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Old Main Capital, LLC [Member] | Common Stock [Member] | |||||||||||||||||||||||
Common stock discounted percentage | 52.00% | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Old Main Capital, LLC [Member] | Within 30 days after Issuance Date [Member] | |||||||||||||||||||||||
Repayment of convertible debt | $ 200,000 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | SBI Investments LLC [Member] | |||||||||||||||||||||||
Note payable principal amount | 450,287 | $ 457,996 | |||||||||||||||||||||
Percentage of prepayment price of multiplied outstanding principal and interest | 125.00% | ||||||||||||||||||||||
Debt face amount | 7,709 | $ 92,004 | |||||||||||||||||||||
Penalty interest percentage | 24.00% | ||||||||||||||||||||||
Accrued interest | 471,184 | $ 217,448 | |||||||||||||||||||||
Accrued and unpaid interest | 22,000 | 22,000 | |||||||||||||||||||||
Accounts payable and accrued liabilities | 449,184 | $ 195,448 | |||||||||||||||||||||
Common stock conversion description | The Base Conversion Price shall equal the lower of (i) the closing price of the Common Stock on June 30, 2016, $2.40 per share, or (ii) 60% of the lowest VWAP of the Common Stock for the 20 trading days immediately prior to the date of the Bi-Weekly Payment. | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | SBI Investments LLC [Member] | Convertible Promissory Note [Member ] | |||||||||||||||||||||||
Note payable principal amount | $ 550,000 | $ 550,000 | |||||||||||||||||||||
Note payable interest rate | 8.00% | 8.00% | 24.00% | ||||||||||||||||||||
Debt maturity date | Jun. 30, 2017 | ||||||||||||||||||||||
Convertible debt payable bear interest rate until it is paid | 24.00% | 24.00% | |||||||||||||||||||||
Common stock discounted percentage | 60.00% | ||||||||||||||||||||||
Debt face amount | $ 500,000 | $ 500,000 | |||||||||||||||||||||
Future financing minimum amount on debt | $ 25,000 | ||||||||||||||||||||||
Penalty interest percentage | 25.00% | ||||||||||||||||||||||
Debt discount | $ 50,000 | $ 50,000 | |||||||||||||||||||||
8% Convertible Promissory Note [Member] | Old Main Capital, LLC [Member] | |||||||||||||||||||||||
Note payable principal amount | 250,000 | 250,000 | |||||||||||||||||||||
Note payable interest rate | 8.00% | 24.00% | |||||||||||||||||||||
Debt maturity date | Mar. 9, 2017 | ||||||||||||||||||||||
Common stock discounted percentage | 60.00% | ||||||||||||||||||||||
Debt face amount | $ 250,000 | ||||||||||||||||||||||
Future financing minimum amount on debt | $ 5,000,000 | ||||||||||||||||||||||
Penalty interest percentage | 25.00% | ||||||||||||||||||||||
Loss on extinguishment of debt | 94,030 | ||||||||||||||||||||||
Accrued interest | 305,621 | 123,208 | |||||||||||||||||||||
Accrued and unpaid interest | 10,000 | 10,000 | |||||||||||||||||||||
Accounts payable and accrued liabilities | 295,621 | 113,208 | |||||||||||||||||||||
March 2016 Note [Member] | |||||||||||||||||||||||
Note payable principal amount | 115,245 | 115,245 | |||||||||||||||||||||
Note payable interest rate | 24.00% | ||||||||||||||||||||||
Common stock discounted percentage | 60.00% | ||||||||||||||||||||||
Penalty interest percentage | 25.00% | ||||||||||||||||||||||
Loss on extinguishment of debt | $ 88,956 | ||||||||||||||||||||||
Accrued interest | 179,466 | 82,711 | |||||||||||||||||||||
Accrued and unpaid interest | 14,808 | 14,808 | |||||||||||||||||||||
Accounts payable and accrued liabilities | $ 164,658 | $ 62,903 | |||||||||||||||||||||
Convertible Note Agreements [Member] | |||||||||||||||||||||||
Common stock discounted percentage | 60.00% | ||||||||||||||||||||||
Common stock conversion description | The Holders have the right from and after a 180 day delay from the Date of Issuance, and until any time until the Note is fully paid, to convert any outstanding and unpaid principal portion of the Note, and accrued interest, into fully paid and non-assessable shares of Common (par value $.001 per share). Bi-weekly amortization payments are due after 6 months. | ||||||||||||||||||||||
Common stock par value | $ 0.001 | ||||||||||||||||||||||
Debt default interest rate | 24.00% | ||||||||||||||||||||||
Percentage of beneficial ownership is limited | 9.99% | ||||||||||||||||||||||
Number of common stock shares issued for purchase of warrants | 8,334 | ||||||||||||||||||||||
Convertible Note Agreements [Member] | Minimum [Member] | |||||||||||||||||||||||
Note payable interest rate | 8.00% | ||||||||||||||||||||||
Debt conversion price per share | $ 2.25 | ||||||||||||||||||||||
Accrued interest, percentage | 125.00% | ||||||||||||||||||||||
Debt instrument, redemption percentage | 150.00% | ||||||||||||||||||||||
Convertible Note Agreements [Member] | Maximum [Member] | |||||||||||||||||||||||
Note payable interest rate | 10.00% | ||||||||||||||||||||||
Debt conversion price per share | $ 2.34 | ||||||||||||||||||||||
Accrued interest, percentage | 150.00% | ||||||||||||||||||||||
Debt instrument, redemption percentage | 125.00% | ||||||||||||||||||||||
Convertible Note Agreements [Member] | SBI Investments LLC [Member] | |||||||||||||||||||||||
Change in carrying value of the debt percentage | 10.00% | ||||||||||||||||||||||
Loss on extinguishment of debt | $ 182,986 | ||||||||||||||||||||||
[1] | Common shares are after reverse stock split of 30:1 as explained in Note 1 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Opening Balance [Member] | ||
Convertible notes payable, Original amount | ||
Convertible notes payable, Unamortized discount | ||
Convertible notes payable, Guaranteed interest accrued | ||
Convertible notes payable, Net settlement | ||
Convertible notes payable | 189,921 | |
Conversion On Opening Balance [Member] | ||
Convertible notes payable, Original amount | ||
Convertible notes payable, Unamortized discount | ||
Convertible notes payable, Guaranteed interest accrued | ||
Convertible notes payable, Net settlement | ||
Convertible notes payable | (189,921) | |
Issued: March 9, 2016 [Member] | ||
Convertible notes payable, Original amount | 250,000 | |
Convertible notes payable, Unamortized discount | ||
Convertible notes payable, Guaranteed interest accrued | 10,000 | |
Convertible notes payable, Net settlement | ||
Convertible notes payable | 260,000 | 260,000 |
Issued: March 9, 2016 One [Member] | ||
Convertible notes payable, Original amount | 296,153 | |
Convertible notes payable, Unamortized discount | ||
Convertible notes payable, Guaranteed interest accrued | 14,808 | |
Convertible notes payable, Net settlement | (180,908) | |
Convertible notes payable | 130,053 | 130,053 |
Issued: June 9, 2016 [Member] | ||
Convertible notes payable, Original amount | 87,912 | |
Convertible notes payable, Unamortized discount | ||
Convertible notes payable, Guaranteed interest accrued | 4,396 | |
Convertible notes payable, Net settlement | ||
Convertible notes payable | 92,308 | 92,308 |
Issued: June 30, 2016 [Member] | ||
Convertible notes payable, Original amount | 550,000 | |
Convertible notes payable, Unamortized discount | (8,956) | |
Convertible notes payable, Guaranteed interest accrued | 22,000 | |
Convertible notes payable, Net settlement | (99,713) | |
Convertible notes payable | 463,331 | 471,040 |
Issued: April 11, 2017 [Member] | ||
Convertible notes payable, Original amount | 19,167 | |
Convertible notes payable, Unamortized discount | ||
Convertible notes payable, Guaranteed interest accrued | 958 | |
Convertible notes payable, Net settlement | ||
Convertible notes payable | 20,125 | 15,983 |
Issued: April 11, 2017 One [Member] | ||
Convertible notes payable, Original amount | 19,167 | |
Convertible notes payable, Unamortized discount | ||
Convertible notes payable, Guaranteed interest accrued | 958 | |
Convertible notes payable, Net settlement | ||
Convertible notes payable | 20,125 | 15,983 |
Issued: May 2, 2017 [Member] | ||
Convertible notes payable, Original amount | 14,444 | |
Convertible notes payable, Unamortized discount | ||
Convertible notes payable, Guaranteed interest accrued | 722 | |
Convertible notes payable, Net settlement | ||
Convertible notes payable | 15,166 | 12,275 |
Issued: May 2, 2017 One [Member] | ||
Convertible notes payable, Original amount | 14,444 | |
Convertible notes payable, Unamortized discount | ||
Convertible notes payable, Guaranteed interest accrued | 722 | |
Convertible notes payable, Net settlement | ||
Convertible notes payable | 15,166 | 12,277 |
Issued: June 1, 2017 [Member] | ||
Convertible notes payable, Original amount | 15,000 | |
Convertible notes payable, Unamortized discount | ||
Convertible notes payable, Guaranteed interest accrued | 750 | |
Convertible notes payable, Net settlement | ||
Convertible notes payable | 15,750 | 12,432 |
Issued: June 1, 2017 One [Member] | ||
Convertible notes payable, Original amount | 15,000 | |
Convertible notes payable, Unamortized discount | ||
Convertible notes payable, Guaranteed interest accrued | 750 | |
Convertible notes payable, Net settlement | ||
Convertible notes payable | 15,750 | 12,432 |
Issued: August 8, 2017 [Member] | ||
Convertible notes payable, Original amount | 12,778 | |
Convertible notes payable, Unamortized discount | (566) | |
Convertible notes payable, Guaranteed interest accrued | 639 | |
Convertible notes payable, Net settlement | ||
Convertible notes payable | 12,851 | 10,516 |
Issued: August 8, 2017 One [Member] | ||
Convertible notes payable, Original amount | 12,778 | |
Convertible notes payable, Unamortized discount | (567) | |
Convertible notes payable, Guaranteed interest accrued | 639 | |
Convertible notes payable, Net settlement | ||
Convertible notes payable | 12,850 | 10,515 |
Issued: September 1, 2017 [Member] | ||
Convertible notes payable, Original amount | 11,667 | |
Convertible notes payable, Unamortized discount | (725) | |
Convertible notes payable, Guaranteed interest accrued | 584 | |
Convertible notes payable, Net settlement | ||
Convertible notes payable | 11,526 | 9,673 |
Issued: November 15, 2017 [Member] | ||
Convertible notes payable, Original amount | 10,278 | |
Convertible notes payable, Unamortized discount | (996) | |
Convertible notes payable, Guaranteed interest accrued | 514 | |
Convertible notes payable, Net settlement | ||
Convertible notes payable | 9,796 | 7,773 |
Issued: November 15, 2017 One [Member] | ||
Convertible notes payable, Original amount | 10,278 | |
Convertible notes payable, Unamortized discount | (994) | |
Convertible notes payable, Guaranteed interest accrued | 514 | |
Convertible notes payable, Net settlement | ||
Convertible notes payable | 9,798 | 7,774 |
Ending Balance [Member] | ||
Convertible notes payable, Original amount | 1,339,066 | 1,339,066 |
Convertible notes payable, Unamortized discount | (12,804) | (44,074) |
Convertible notes payable, Guaranteed interest accrued | 58,954 | 58,954 |
Convertible notes payable, Net settlement | (280,621) | (272,912) |
Convertible notes payable | $ 1,104,595 | $ 1,081,034 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2018 | |
Common stock discounted percentage | 60.00% | |
Change in derivative liability | $ 91,070 | |
Fair value of derivative liabilities related to warrants issued | $ 169,270 | |
Securities Purchase Agreement [Member] | Investor [Member] | ||
Number of warrants issued during period | 28,333 | |
Warrants exercise price per share | $ 7.88 | |
Warrants term | 5 years | |
Fair value of derivative liability related to embedded conversion feature | $ 92,659 |
Derivative Liability - Summary
Derivative Liability - Summary of Warrants Derivative Liabilities Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Change in Fair Value of warrants and notes | $ 102,821 | $ (179,540) |
Fair value ending | 7,437 | |
Warrant Derivative Liabilities [Member] | ||
Fair value beginning | 347,700 | 240,955 |
Change due to Issuances | 55,316 | |
Change due to Exercise/Conversion | (596) | (128,111) |
Change in Fair Value of warrants and notes | 102,821 | 179,540 |
Fair value ending | $ 449,925 | $ 347,700 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Warrants Issued with Assumptions (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Stock Price | $ 0.0066 | |
Minimum [Member] | ||
Stock Price | $ 0.0135 | |
Maximum [Member] | ||
Stock Price | $ 0.0189 | |
Dividend Yield [Member] | ||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% |
Risk Free Interest Rate for Term [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, percentages | 1.93% | 1.08% |
Risk Free Interest Rate for Term [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, percentages | 2.33% | 1.53% |
Volatility [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, percentages | 335.90% | 279.00% |
Volatility [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, percentages | 387.20% | 446.00% |
Maturity Dates [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, term | 6 months | 6 months |
Maturity Dates [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, term | 1 year 11 months 8 days | 2 years 8 months 9 days |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value of Liabilities (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Derivatives | $ 102,821 | $ (179,540) |
Fair Value of derivative liabilities | 102,821 | (179,540) |
Level 1 [Member] | ||
Derivatives | ||
Fair Value of derivative liabilities | ||
Level 2 [Member] | ||
Derivatives | ||
Fair Value of derivative liabilities | ||
Level 3 [Member] | ||
Derivatives | 449,925 | 347,700 |
Fair Value of derivative liabilities | $ 449,925 | $ 347,700 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||
Weighted-average fair value of options | $ 5.70 | ||||
Weighted-average exercise price of option | $ 3 | $ 3 | $ 6 | ||
Reduced exercise price per share | $ 3 | ||||
Stock option expenses | $ 31,911 | $ 95,733 | $ 285,850 | ||
Unamortized stock option expense | $ 10,636 | $ 106,369 | |||
Amortized to expense term | through December 2018. |
Stock Options - Summary of Stoc
Stock Options - Summary of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options Outstanding, beginning balance | shares | 200,000 |
Options Outstanding, Granted | shares | |
Options Outstanding, Forfeited | shares | |
Options Outstanding, Exercised | shares | |
Options Outstanding, ending balance | shares | 200,000 |
Options Outstanding, Exercisable | shares | |
Weighted Average Exercise Price, Options beginning balance | $ / shares | $ 3 |
Weighted Average Exercise Price, Options Granted | $ / shares | |
Weighted Average Exercise Price, Options Forfeited | $ / shares | |
Weighted Average Exercise Price, Options Exercised | $ / shares | |
Weighted Average Exercise Price, Options ending balance | $ / shares | 3 |
Weighted Average Exercise Price, Options Exercisable | $ / shares | |
Weighted Average Remaining Contractual Life, Options Outstanding | 1 year |
Weighted Average Remaining Contractual Life, Options Exercisable | 0 years |
Aggregate Intrinsic Value, Options Outstanding | $ | |
Aggregate Intrinsic Value, Options Exercisable | $ |
Stock Options - Schedule of Exe
Stock Options - Schedule of Exercise Price for Options Outstanding and Exercisable (Details) - $ / shares | Sep. 30, 2018 | Dec. 31, 2016 |
Number of Options Outstanding | 200,000 | |
Exercise Price Options Outstanding | $ 3 | |
Number of Options Exercisable | ||
Exercise Price Range One [Member] | ||
Number of Options Outstanding | 200,000 | |
Exercise Price Options Outstanding | $ 3 | |
Number of Options Exercisable | ||
Exercise Price Options Exercisable |
Stock Options - Summary of Assu
Stock Options - Summary of Assumptions Used for Calculating Fair Value of Options Granted (Details) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Risk-free interest rate | 1.50% | 1.50% |
Expected volatility | 150.00% | 150.00% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected life of the options | 4 years 9 months 18 days | 4 years 9 months 18 days |
Maximum [Member] | ||
Expected life of the options | 6 years 6 months | 6 years 6 months |
Stock Options - Schedule of War
Stock Options - Schedule of Warrant Outstanding (Details) - Common Stock Warrants [Member] | 9 Months Ended | |
Sep. 30, 2018$ / sharesshares | ||
Warrant outstanding, beginning balance | 36,667 | |
Less: Exercised | ||
Less: Expired | ||
Add: Issued | ||
Warrant outstanding, ending balance | 36,667 | |
Warrants (Note 6) [Member] | ||
Warrants | 28,333 | |
Exercise Price | $ / shares | $ 7.88 | |
Expiration Date, Start | Sep. 8, 2015 | |
Expiration Date, End | Sep. 8, 2020 | |
Warrants (Note 5) [Member] | ||
Warrants | 8,334 | |
Exercise Price | $ / shares | $ 0 | [1] |
Expiration Date, Start | Jun. 30, 2016 | |
Expiration Date, End | Jun. 30, 2019 | |
[1] | Lessor of: $2.46 or $2.88 or any price of equity linked instruments issued by the Company while the warrant is issued and outstanding |
Stock Options - Schedule of W_2
Stock Options - Schedule of Warrant Outstanding (Details) (Parenthetical) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Warrant issued and outstanding lessor exercise price | Lessor of: $2.46 or $2.88 or any price of equity linked instruments issued by the Company while the warrant is issued and outstanding |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Consulting Services Provided by Officer (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
President, Chief Executive Officer, Chief Financial Officer [Member] | ||
Consulting services from officer | $ 75,600 |
Stockholders_ Deficiency (Detai
Stockholders’ Deficiency (Details Narrative) - USD ($) | Jan. 25, 2018 | Feb. 21, 2017 | Dec. 28, 2016 | Sep. 30, 2018 | Dec. 31, 2017 | Feb. 22, 2017 |
Authorized shares capital | 495,000,000 | 495,000,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Reverse stock split | 1 for 30 reverse stock split | |||||
Reverse stock split, shares | 68,976,690 | |||||
Conversion of stock shares converted | 2,299,223 | |||||
Number of shares issued for cash | ||||||
Debt instrument convertible debt | $ 8,305 | $ 308,582 | ||||
Derivative liability | 7,437 | |||||
June 2016 Note [Member] | ||||||
Debt instrument convertible debt | $ 7,709 | $ 7,709 | ||||
Debt converted into shares of common stock | 868,181 | 868,181 | ||||
Debt conversion price per share | $ 0.00888 | $ 0.00888 | ||||
Minimum [Member] | ||||||
Authorized shares capital | 125,000,000 | |||||
Maximum [Member] | ||||||
Authorized shares capital | 500,000,000 | |||||
Series A Preferred Stock [Member] | ||||||
Preferred stock, shares designated | 1,000 | 1,000 | ||||
Preferred stock voting rights | Each share of Series A Preferred Stock entitles the holder to 50,000 votes on all matters submitted to a vote of the Company's stockholders. In the event that such votes do not total at least 51% of all votes, then the votes cast by the holders of the Series A Preferred Stock shall be equal to 51% of all votes cast at any meeting of the Company's stockholders or any issue put to the stockholders for voting. | |||||
Series A Preferred Stock [Member] | Investment Agreement [Member] | Stewart Garner [Member] | ||||||
Preferred stock, par value | $ 0.001 | |||||
Number of preferred stock shares sold during the period | 1,000 | |||||
Preferred stock purchase price per share | $ 0.10 | |||||
Number of preferred stock sold during the period | $ 100 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Subsequent Events [Abstract] | |
Related party debt | $ 36,524 |