SocialPlay USA (SPLY) 10-Q 22 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 22, 2017
Document And Entity Information
Entity Registrant Name	SocialPlay USA, Inc.
Entity Central Index Key	1,597,929
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		11,870,003
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2017	Dec. 31, 2016
CURRENT ASSETS
Cash	$ 7,991	$ 2,865
Prepaid expenses	10,379
Total current assets	18,370	2,865
TOTAL ASSETS	18,370	2,865
CURRENT LIABILITIES
Accounts payable	149,616	127,956
Accrued liabilities	23,173	60,391
Payable to related parties	133,817	133,817
Total current liabilities	306,606	322,164
Convertible promissory notes	12,151	107,629
Derivative liabilities	764,260	318,234
TOTAL LIABILITIES	1,083,017	748,027
STOCKHOLDERS DEFICIENCY
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding as at March 31, 2017 and December 31, 2016
Common stock, $0.001 par value, 200,000,000 shares authorized, 11,820,003 common shares issued and outstanding as at March 31, 2017 and as at December 31, 2016, respectively	11,820	11,820
Additional paid-in-capital	678,680	678,680
Shares to be issued	252,000	228,000
Accumulated deficit	(2,007,147)	(1,663,662)
Total stockholders deficiency	(1,064,647)	(745,162)
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY	$ 18,370	$ 2,865

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Preferred Stock, Par Value	$ .001	$ .001
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Shares Issued and Outstanding	0	0
Common Stock, Par Value	$ .001	$ .001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares Issued and Outstanding	11,820,003	11,820,003

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
REVENUE
EXPENSES
Legal and professional fees	9,595	13,063
Consulting fees	30,629	135,499
Transfer agent fees	3,590	1,490
Directors fees and other charges		7,500
Other operating expenses	10,378	145
TOTAL OPERATING EXPENSES	54,192	157,697
Accretion expense	18,228	14,056
Interest and bank charges	8,489	5,872
Day one derivative losses	13,486
Loss (gain) on extinguishment of debt	116,703	(11,462)
Change in fair value of derivative liabilities	132,387	(12,098)
NET LOSS BEFORE INCOME TAXES	343,485	154,065
Income taxes
NET LOSS FOR THE PERIOD	$ (343,485)	$ (154,065)
LOSS PER SHARE, BASIC AND DILUTED	$ (0.03)	$ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON AND EXCHANGEABLE SHARES OUTSTANDING	11,820,003	11,743,889

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (343,485)	$ (154,065)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for services	13,621	56,000
Accretion expense	18,228	14,056
Loss (gain) on extinguishment of debt	116,703	(11,462)
Day one derivative losses	13,486
Change in fair value of derivatives liabilities	132,387	(12,098)
Changes in operating assets and liabilities:
Prepaid expenses		20,622
Accounts payable	21,660	67,310
Accrued liabilities	(4,474)
Net cash used in operating activities	(31,874)	(19,637)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible promissory notes	37,000	19,950
Net cash provided by financing activities	37,000	19,950
Net increase in cash during the period	5,126	313
Cash, beginning of year	2,865	69
Cash, end of year	$ 7,991	$ 382

Nature of Operations

Nature of Operations	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Nature of Operations	The Company was incorporated on December 31, 2013 (Date of Inception) under the laws of the State of Nevada, as Artesanias Corp. (the “Company”). On June 12, 2015, the Board of Directors of the Company changed the name from Artesanias Corp. to SocialPlay USA, Inc. to reflect the business focus of the Company. The Company plans to develop a business that provides marketing, monetization, and support services for the companies in gaming and mobile application markets. On January 10, 2017, the former majority shareholder sold 7,082,000 shares of common stock to the Company’s current President and CEO, Robert Rosner, in a private transaction. As result of this transaction, a change in control of the company occurred. The Company has limited operations and is considered to be in the development stage.

Going Concern

Going Concern	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going concern	The Company’s unaudited interim condensed financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has an accumulated deficit of $2,007,147 and a working capital deficit of $288,236 as of March 31, 2017. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in US dollars. Accordingly, the unaudited condensed financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2017 or for any other interim period. The unaudited condensed financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended December 31, 2016. Use of Estimates The preparation of the interim condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Areas involving significant estimates and assumptions include valuation of derivatives, valuation allowance for deferred tax assets, accruals and going concern assessment. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Actual results could materially differ from those estimates . Recently Issued Accounting Standards In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-08, "Presentation of Financial Statements and Property, Plant, and Equipment - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity'', which revises what qualifies as a discontinued operation, changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. This ASU will be effective for the Company for applicable transactions occurring after October 1, 2016. The Company will prospectively apply the guidance to applicable transactions and does not expect adoption to have a material impact on the financial statements. On May 28, 2015, the FASB issued a new financial accounting standard on revenue from contracts with customers, ASU 2015-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. In July 2016, the FASB voted to approve a one-year deferral of the effective date of ASU 2015-09, which will be effective for the Company in the first quarter of fiscal year 2018 and may be applied on a full retrospective or modified retrospective approach. This ASU will have no impact on the Company until it begins to generate revenue. In June 2015, the FASB issued Accounting Standards Update ASU 2015-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had’ been in the development stage. The amendments in this update are applied retrospectively. On August 27, 2015, the FASB issued a new financial accounting standard on going concern, ASU 2015-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The standard provides guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern. The amendments apply to all companies and are effective in annual periods ending after December 15, 2016, with early application permitted. The Company is currently evaluating the impact of this accounting standard on its interim condensed financial statements. On April 7, 2016, the FASB issued ASU No. 2016-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and the accounting for debt issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments apply to all companies and are effective for public business entities in annual periods ending after December 15, 2016, and interim periods within those fiscal years, with early application permitted. The Company is currently evaluating the impact of this accounting standard on its financial statements.

Licensing Fees

Licensing Fees	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Licensing Fees	Pursuant to Exclusive License Agreement dated May 21, 2015 with a related party, the Company acquired an exclusive license to develop, market and sell products and services based upon any and all intellectual property. The initial term of this Agreement was five years. This Agreement may be renewed for an additional five year term upon written notice to be given by the Company no later than thirty days prior to the expiration of the initial term. On May 21, 2015, in consideration for the license granted hereunder, the Company issued 1,000,000 (200,000 after reverse split) shares of common stock. In addition, the Company shall issue 1,000,000 (200,000 after reverse split) shares of common stock on or before each anniversary of this Agreement for so long as it shall remain in effect. The Company also agreed to make payments totaling $120,000 through an agreed payment schedule. As technological feasibility has not been achieved, the Company recognizes expense at the end of each anniversary (triggering event) for the shares to be issued, the fair value of which to be determined based on the market price of the share anniversary day as further explained in note 7 to the financial statements. The Company has issued 400,000 common shares (including 200,000 to be issued) and recorded related license fee expense up to December 31, 2016. The Company will record expense relating to 200,000 shares to be issued on May 21, 2017 (Triggering event) during the quarter ending June 30, 2017.

Convertible Promissory Notes an

Convertible Promissory Notes and Derivative Liabilities	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Convertible Promissory Notes and Derivative Liabilities	The outstanding convertible promissory notes as at March 31, 2017 represent obligations of the Company to CMGT Inc. (CMGT). On January 11, 2016, the Company consolidated all of its obligations to CMGT under a single Convertible Promissory Note due June 1, 2018 (the “Note”) and recognized gain on extinguishment of debt amounting to $11,462. The Note bears interest at a rate of ten percent (10%) per year, with all principal and interest due on or before June 1, 2018. Under the Note, the Company is obligated to pay quarterly payments of interest only commencing March 31, 2016. The Company may prepay the Note in whole or in part without penalty. The Note is convertible at a price equal to sixty percent (60%) of the market price for its common stock, which is defined as the average of the lowest three closing bid prices for the common stock in the ten trading days preceding the conversion. In addition, CMGT’s right to convert is limited such that no conversion can be made which would result in CMGT or its affiliates owning more than 4.99% of the issued and outstanding common stock of the Company following the conversion. On February 17, 2017, the Company entered into a First Amendment to Convertible Promissory Note with CMGT, Inc. Under the Amendment, the Company has modified the conversion feature of the Note so that the conversion price for all amounts owing thereunder is now $0.10 per share of common stock. In addition, the Amendment waives the Company’s prior defaults in payment of interest under the Note in the amount of $44,289, and adds such sum to the principal balance of the Note. The Company is now required to make quarterly interest payments commencing September 30, 2017. All other terms of the original Note remain in full force and effect. The embedded conversion features and reset feature in the notes were accounted for as a derivative liability based on FASB guidance. In connection with the issuance of convertible promissory notes, the Company may sell options or warrants to purchase 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 amendment and 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, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. The movement in convertible notes principal amount, accreted value of notes and derivative liabilities are detailed below: Face value Accreted value Derivative of notes of notes liabilities $ $ $ Balances as at December 31, 2016 351,397 107,629 318,234 Issuance of notes 37,000 2,247 34,753 Conversion of accrued interest 32,744 32,744 — Day-1 derivative losses — — 13,486 Adjustment of unamortized discount on extinguishment — (148,697 ) 148,697 Loss on extinguishment of debt — — 116,703 Accretion expense — 18,228 — Change in fair value of derivatives — — 132,387 Balances as at March 31, 2017 421,141 12,151 764,260 The Company recognized interest expense of $8,489 during the quarter ended March 31, 2017 (March 31, 2016: $5,595). As of March 31, 2017, accrued interest was $4,736 (December 31, 2016: $28,990). The multinomial lattice model was used to value the convertible notes and the embedded derivative liabilities at issuance and period end date, using the following assumptions: March 31 Assumptions 2017 Dividend yield 0.00 % Risk-free rate for term 0.81% - 1.03 % Volatility 287.1% - 290.3 % Remaining terms (years) 1.17 to 1.28 Stock price ($ per share) 0.48 Further as explained in note 9, effective April 28, 2017, the Company entered into an agreement with CMGT for the second amendment in the above convertible promissory notes relating to certain warranties and covenants.

Stockholders Deficiency

Stockholders Deficiency	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Stockholders Deficiency	Authorized: The Company is authorized to issue up to 200,000,000 shares of its $0.001 par value common stock and up to 100,000,000 shares of its $0.001 par value preferred stock. On March 15, 2017, the Company designated a new class of Series A Preferred Stock. Series A Preferred Stock consists of 10,000,000 shares, par value $0.001 per share. Series A Preferred stock has no stated value, ranks pari passu with our common stock upon liquidation, and has no special dividend rights. Shares of Series A Preferred Stock are convertible to common stock, at the option of the holder, at a rate of 20 shares of common stock for each share of preferred stock. Shares of Series A Preferred Stock may be voted on an as-of-converted basis on all matters submitted to the vote or consent of the holders of our common stock. The Company has not issued any shares of Series A Preferred Stock at this time. Issued and outstanding: During the year ended December 31, 2014, the Company sold 21,600,000 (4,320,000 after reverse split) shares of its $0.001 par value common stock in a registered public offering for total cash proceeds of $27,000. On February 25, 2015, the Company executed a 12 for 1 forward stock split of issued shares of common stock. Further, on July 27, 2015, the Company effectuated a 1 for 5 reverse stock split. The accompanying condensed financial statements have been retrospectively adjusted for all periods presented to reflect the effect of the forward and reverse stock split. On July 1, 2015, the Company issued 1,000,000 (200,000 after reverse split) shares of common stock pursuant to Exclusive License Agreement dated May 21, 2015 as explained in note 4 to the interim condensed financial statements. On February 17, 2016, the Company issued 50,000 shares of common stock to Ten West Holdings, Inc. as consideration for corporate advisory services amounting to $56,000 pursuant to agreement dated November 16, 2015. All services have been performed as of February 16, 2016. On April 15, 2016, the Company issued 50,000 shares of common stock to Ten West Holdings, Inc. as consideration for corporate advisory services amounting to $77,500 pursuant to agreement dated March 9, 2016. All services have been performed as of June 10, 2016. As at March 31, 2017 and December 31, 2016, there were 11,820,003 (after stock split) shares of common stock respectively, issued out of the authorized 200,000,000 common shares. Shares to be issued: As at March 31, 2017, shares to be issued amounting to $252,000 (250,000 shares) comprise of: During the year ended December 31, 2016, the Company recognized as expense licensing fee of $228,000 representing the fair value of additional 1,000,000 (200,000 after reverse split) shares to be issued under the agreement (as explained in Note 4) , valued at the market price of $1.14 per share. On February 8, 2017, the Company to issue 50,000 shares of common stock to Ten West Holdings, Inc. as consideration for corporate advisory services pursuant to agreement dated February 8, 2017 for a term of three months. The fair value of the shares amounting to $24,000 was determined based on the market price of $0.48 per share on the date of agreement. The Company recognized $13,621 as consulting expense during the period and $10,379 was recorded as prepaid expense.

Commitment

Commitment	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitment	The Company has commitment to issue 200,000 (after stock split) shares of common stock on or before each anniversary pursuant to Exclusive License Agreement dated May 21, 2015 as explained in note 4 to the condensed financial statements.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Other than disclosed elsewhere in the condensed financial statements, the only related party transaction during the three months ended March 31, 2017 and 2016 is directors’ fees of $-0- and $7,500 respectively. Director fees of $7,500 relate to a former director, who resigned in the previous year. Accounts payable and accrued liabilities include the following balances, which are unsecured, non-interest bearing and have no set repayment term, owed to related parties: March 31 December 31 2017 2016 Owned to a former director for director fees 50,750 50,750 Owed to a related party for lincense agreeement [Note 4] 83,067 83,067 133,817 133,817

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	The Company’s management has evaluated subsequent events up to May 22, 2017 the date the unaudited condensed financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined the following subsequent event: Effective April 28, 2017, the Company entered into an agreement with CMGT for the second amendment in convertible promissory notes dated January 11, 2016 (first amendment date) relating to certain warranties and covenants included in the convertible promissory notes as explained in note 5 to the interim condensed financial statements.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Summary Of Significant Accounting Policies Policies
Basis of Presentation	The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in US dollars. Accordingly, the unaudited condensed financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2017 or for any other interim period. The unaudited condensed financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended December 31, 2016.
Use of Estimates	The preparation of the interim condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Areas involving significant estimates and assumptions include valuation of derivatives, valuation allowance for deferred tax assets, accruals and going concern assessment. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Actual results could materially differ from those estimates .
Recently Issued Accountanding Standards	In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-08, "Presentation of Financial Statements and Property, Plant, and Equipment - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity'', which revises what qualifies as a discontinued operation, changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. This ASU will be effective for the Company for applicable transactions occurring after October 1, 2016. The Company will prospectively apply the guidance to applicable transactions and does not expect adoption to have a material impact on the financial statements. On May 28, 2015, the FASB issued a new financial accounting standard on revenue from contracts with customers, ASU 2015-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. In July 2016, the FASB voted to approve a one-year deferral of the effective date of ASU 2015-09, which will be effective for the Company in the first quarter of fiscal year 2018 and may be applied on a full retrospective or modified retrospective approach. This ASU will have no impact on the Company until it begins to generate revenue. In June 2015, the FASB issued Accounting Standards Update ASU 2015-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had’ been in the development stage. The amendments in this update are applied retrospectively. On August 27, 2015, the FASB issued a new financial accounting standard on going concern, ASU 2015-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The standard provides guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern. The amendments apply to all companies and are effective in annual periods ending after December 15, 2016, with early application permitted. The Company is currently evaluating the impact of this accounting standard on its interim condensed financial statements. On April 7, 2016, the FASB issued ASU No. 2016-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and the accounting for debt issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments apply to all companies and are effective for public business entities in annual periods ending after December 15, 2016, and interim periods within those fiscal years, with early application permitted. The Company is currently evaluating the impact of this accounting standard on its financial statements.

Convertible Promissory Notes 16

Convertible Promissory Notes and Derivative Liabilities (Tables)	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Schedule of Convertible Debt Derivative Activity	Face value Accreted value Derivative of notes of notes liabilities $ $ $ Balances as at December 31, 2016 351,397 107,629 318,234 Issuance of notes 37,000 2,247 34,753 Conversion of accrued interest 32,744 32,744 — Day-1 derivative losses — — 13,486 Adjustment of unamortized discount on extinguishment — (148,697 ) 148,697 Loss on extinguishment of debt — — 116,703 Accretion expense — 18,228 — Change in fair value of derivatives — — 132,387 Balances as at March 31, 2017 421,141 12,151 764,260
Schedule of Convertible Note Assumptions	March 31 Assumptions 2017 Dividend yield 0.00 % Risk-free rate for term 0.81% - 1.03 % Volatility 287.1% - 290.3 % Remaining terms (years) 1.17 to 1.28 Stock price ($ per share) 0.48

Related Party Transactions (Tab

Related Party Transactions (Tables)	3 Months Ended
	Mar. 31, 2017
Related Party Transactions Tables
Schedule of Accounts Payable and Accrued Liabilities	March 31 December 31 2017 2016 Owned to a former director for director fees 50,750 50,750 Owed to a related party for lincense agreeement [Note 4] 83,067 83,067 133,817 133,817

Nature of Operations (Details N

Nature of Operations (Details Narrative)	3 Months Ended
	Mar. 31, 2017shares
Date of Incorporation	Dec. 31, 2013
Former Majority Shareholder
Shares Issued, Change in Control	(7,082,000)
Majority Shareholder
Shares Issued, Change in Control	7,082,000

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 2,007,147	$ 1,663,662
Working capital deficit	$ (288,236)

Disclosure - Summary of Signifi

Disclosure - Summary of Significant Accounting Policies (Details Narrative)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Current Fiscal Year End	--12-31

Licensing Fees (Details Narrati

Licensing Fees (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016	Dec. 31, 2015	Mar. 31, 2017
Common Stock, Shares Unissued				250,000
Common Stock, Par Value		$ .001		$ .001
License Agmt #2
Date of Agreement			May 21, 2015
Term of Agreement			5 years
Common Stock, Issued	200,000	400,000	200,000
Common Stock, Shares Unissued		200,000
Common Stock, Par Value		$ 1.14
Licensing fees		$ 228,000	$ 120,000

Convertible Promissory Notes 22

Convertible Promissory Notes and Derivative Liabilities - Schedule of Convertible Debt Derivative Activity (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Convertible promissory notes	$ 12,151		$ 107,629
Day one derivative losses	13,486
Loss (gain) on extinguishment of debt	116,703	(11,462)
Accretion expense	18,228	$ 14,056
Face Value of Notes
Convertible promissory notes	12,151		351,397
Issuance of notes	2,247
Conversion of accrued interest	32,744
Day one derivative losses
Adjustment of unamortized discount on extinguishment	(148,697)
Loss (gain) on extinguishment of debt
Accretion expense
Change in Fair Value
Accreted Value of Notes
Convertible promissory notes	421,141		107,629
Issuance of notes	37,000
Conversion of accrued interest	32,744
Day one derivative losses
Adjustment of unamortized discount on extinguishment
Loss (gain) on extinguishment of debt
Accretion expense	18,228
Change in Fair Value
Derivative Liabilities
Convertible promissory notes	764,260		$ 318,234
Issuance of notes	34,753
Conversion of accrued interest
Day one derivative losses	13,486
Adjustment of unamortized discount on extinguishment	148,697
Loss (gain) on extinguishment of debt	116,703
Accretion expense
Change in Fair Value	$ 132,387

Convertible Promissory Notes 23

Convertible Promissory Notes and Derivative Liabilities - Schedule of Convertible Note Assumptions (Details)	3 Months Ended
	Mar. 31, 2017$ / shares
Dividend yield	0.00%
Minimum
Risk-free rate for term	0.81%
Volatility	287.10%
Maturity date	P1Y
Maximum
Risk-free rate for term	1.03%
Volatility	290.30%
Maturity date	P1Y4M
Stock Price	$ 0.48

Convertible Promissory Notes 24

Convertible Promissory Notes and Derivative Liabilities (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Interest and bank charges	$ 8,489	$ 5,872
Gain on extinguishment of debt	116,703	$ (11,462)
Accrued liabilities	23,173		$ 60,391
CMGT Combined Note
Interest and bank charges	$ 28,990
Date of Debt Instrument	Jan. 11, 2016
Debt Instrument, Face Value	$ 351,497
Debt Instrument, Interest Rate	10.00%
Debt Instrument, Maturity Date	Jun. 1, 2018
Gain on extinguishment of debt	$ 11,462
Debt Instrument, Accrued Interest	28,990
Accrued liabilities	$ 4,736
Convertible Notes
Accrued liabilities			$ 28,990

Stockholders Deficiency (Detail

Stockholders Deficiency (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Sep. 30, 2015	Mar. 31, 2015	Jun. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Common Stock, Shares Authorized	200,000,000					200,000,000
Common Stock, Par Value	$ .001					$ .001
Preferred Stock, Shares Authorized	100,000,000					100,000,000
Preferred Stock, Par Value	$ .001					$ .001
Common Stock, Shares Issued and Outstanding	11,820,003					11,820,003
Forward Split			1:5	12:1
Common Stock, Shares Unissued, Value	$ 252,000
Common Stock, Shares Unissued	250,000
Consulting fees	$ 30,629	$ 135,499
Prepaid expenses		$ 20,622
Issuance #1
Date of Agreement	Nov. 16, 2015
Date of Issuance	Feb. 17, 2016
Shares Issued for Services, Shares	50,000
Shares Issued for Services, Value	$ 56,000
Issuance #2
Date of Agreement	Mar. 9, 2016
Date of Issuance	Apr. 15, 2016
Shares Issued for Services, Shares	50,000
Shares Issued for Services, Value	$ 77,500
Issuance #3
Date of Agreement	Feb. 8, 2017
Date of Issuance	Feb. 8, 2017
Shares Issued for Services, Shares	50,000
Shares Issued for Services, Value	$ 24,000
Consulting fees	13,621
Prepaid expenses	$ 10,379
License Agmt #2
Common Stock, Par Value						$ 1.14
Date of Agreement							May 21, 2015
Common Stock, Shares Unissued						200,000
Date of Issuance	Jul. 1, 2015
Common Stock, Issued					200,000	400,000	200,000
Fair value of shares to be issued annually	$ 1,000,000
Licensing fees						$ 228,000	$ 120,000

Commitment (Details Narrative)

Commitment (Details Narrative) - shares	Mar. 31, 2017	Dec. 31, 2016
Common Stock, Shares Unissued	250,000
License Agmt
Common Stock, Shares Unissued	200,000

RELATED PARTY TRANSACTIONS - Sc

RELATED PARTY TRANSACTIONS - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Former Director
Accounts payable and accrued liabilities	$ 50,750	$ 53,750
Shareholder Company
Accounts payable and accrued liabilities	$ 83,067	$ 83,067

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Related Party Transactions [Abstract]
Directors Fee		$ 7,500
Common Stock, Shares Unissued	250,000
Common Stock, Par Value	$ .001		$ .001