SocialPlay USA (SPLY) 10-Q 22 Nov 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Nov. 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	Jun. 30, 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	Q2
Document Fiscal Year Focus	2,017

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Current assets
Cash	$ 31	$ 2,865
Deposits for investments	100,000
Total assets	100,031	2,865
Current liabilities
Accounts payable	149,647	127,956
Accrued liabilities	26,451	60,391
Payable to related parties	133,817	133,817
Total Current Liabilities	309,915	322,164
Convertible promissory notes	7,079	107,629
Derivative Liabilities		318,234
Total Liabilities	316,994	748,027
Stockholders deficiency
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding as of June 30, 2017 and December 31, 2016
Common stock, $0.001 par value, 200,000,000 shares authorized, 11,870,003 and 11,820,003 shares issued and outstanding as of June 30, 2017 and December 31, 2016	11,870	11,820
Additional paid-in capital	1,261,271	678,680
Shares to be issued	348,000	228,000
Accumulated deficit	(1,838,104)	(1,663,662)
Total stockholders deficiency	(216,963)	(745,162)
Total liabilities and stockholders deficiency	$ 100,031	$ 2,865

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 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	11,870,003	11,820,003

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Income Statement [Abstract]
REVENUE
EXPENSES
Legal and professional fees	14,388	13,994	23,984	27,057
Advertising and promotion	998	5,000	998	5,000
Consulting fees - Investor relations	17,329	97,088	47,958	232,587
Transfer agent fees	8,665	12,265	12,255	13,755
Directors fees		7,500		15,000
Other operating expenses	14,294	1,195	24,672	1,340
Total operating expenses	55,674	137,042	109,867	294,739
Interest and bank charges	3,473	17,600	11,962	12,745
Licensing Fee	120,000		120,000
Accretion expense	10,860		29,088	24,783
Gain on extinguishment of debt	(667,665)		(550,962)	(11,462)
Day-one derivative loss	17,093		30,579
Change in fair value of derivatives	291,521	19,591	423,908	7,493
Net (gain) loss for the year before income taxes	(169,044)	174,233	174,442	328,298
Income taxes
Net and comprehensive (gain) loss for the period	$ (169,044)	$ 174,233	$ 174,442	$ 328,298
Gain (Loss) per share, basic and diluted	$ 0.0143	$ (0.0148)	$ (0.0148)	$ (0.0279)
Weighted Average Number of common shares outstanding	11,868,889	11,812,222	11,844,676	11,778,242

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
OPERATING ACTIVITIES
Net loss for the period	$ (174,442)	$ (328,298)
Shares issued for services	24,000	133,500
Interest expense - accretion of convertible notes	29,088	24,783
Day-one derivative loss	30,579
Licensing Fee	120,000
Change in fair value of derivatives	423,908	7,493
Gain on extinguishment of debt	(550,962)	(11,462)
Net change in non-cash working capital balances:
Prepaid expenses		26,210
Accounts payable and accrued liabilities	20,495	85,095
Cash used in operating activities	(77,334)	(62,679)
INVESTING ACTIVITIES
Deposits made for investments	(100,000)
Cash used in investing activities	(100,000)
FINANCING ACTIVITIES
Proceeds from issuance of convertible promissory notes	174,500	62,950
Proceeds for stock receivable
Cash provided by financing activities	174,500	62,950
Net increase (decrease) in cash during the year	(2,834)	271
Cash, beginning of the period	2,865
Cash, end of period	$ 31	$ 340

Nature of Operations

Nature of Operations	6 Months Ended
	Jun. 30, 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 restricted 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	6 Months Ended
	Jun. 30, 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 $1,838,104 and a working capital deficit of $209,884 as of June 30, 2017 ($1,663,662 and $319,299 respectively, as at December 31, 2016). 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	6 Months Ended
	Jun. 30, 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 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. 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. In July, 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-11 (“ASU 2017-11”), which addressed accounting for (I) certain financial instruments with down round features and (II) replacement of the indefinite deferral for mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests with a scope exception. The main provisions of Part I of ASU 2017-11 is to “change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS.” Under previous US GAAP, warrants with a down round feature are not being considered indexed to the entity’s own stock, which results in classification of the warrant as a derivative liability. Under ASU 2017-11, the down round feature qualifies for a scope exception from derivative treatment. ASU 2017-11 is effective for public companies as of December 15, 2018 and interim periods within that fiscal year. Early adoption is permitted, including adoption in an interim period, with adjustments reflected as of the beginning of the fiscal year. The Company does not have any outstanding financial instruments with down round features as of June 30, 2017.

Licensing Fees

Licensing Fees	6 Months Ended
	Jun. 30, 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 on anniversary day as further explained in note 7 to the financial statements. The Company has recorded 400,000 common shares to be issued and the related license fee expense as explained in Note 7.

Deposit for Investment

Deposit for Investment	6 Months Ended
	Jun. 30, 2017
Schedule of Investments [Abstract]
Deposit for Investment	On March 11, 2017, the Company entered into a binding Letter of Intent (LOI) with a certain company. The LOI contemplates provision of an option to the Company, to purchase 100% equity of such company. The Company has made a deposit of $50,000 as the first stage in the acquisition, however, no formal and definitive acquisition agreement has been entered into yet. On May 30, 2017, the Company entered into a binding LOI with a certain corporation. The LOI contemplates acquisition of a 33% ownership interest in the corporation for an agreed total purchase price. The Company has made a deposit of $50,000 as the first stage in the acquisition, however, no formal and definitive acquisition agreement has been entered into yet. When the Company signs definitive acquisition agreements, the above two deposits will be treated as investments under the guidance available in US GAAP.

Convertible Promissory Notes an

Convertible Promissory Notes and Derivative Liabilities	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Convertible Promissory Notes and Derivative Liabilities	The outstanding convertible promissory notes as at June 30, 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. 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. Effective February 17, 2017, the Company entered into a First Amendment to Convertible Promissory Note (the “Amendment”) with CMGT. Under the Amendment, the Company 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. The amendment resulted in the extinguishing of the old notes and re-issuance according to the new terms and discounts. On April 28, 2017 the Company made an amendment on all its outstanding notes having face value of $436,141, removing all dilutive and reset provisions from these notes, therefore ending derivative treatment. The notes issued subsequent to amendment did not require derivative valuations. Post amendment, the Company carried out beneficial conversion feature analysis of all the notes and concluded that based on the intrinsic value of these notes, 100% face value of the above notes of $558,641 were transferred to additional paid-in-capital and these notes are being amortized using an effective interest rate over the term of these notes. The movement in convertible notes principal amount, accreted value of notes and derivative liabilities are detailed below: Face value Accreted value Derivative liabilities $ $ $ Balances as at December 31, 2016 351,397 107,629 318,234 Issuance of notes during Q1 2017 37,000 2,247 34,753 Conversion of accrued interest 32,744 32,744 — Day-one 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 Pre-Amendment (End of Derivatives) Issuance of note 15,000 — — Full discount recognized on the note — — 15,000 Day-one derivative loss on the note — — 17,093 Change in fair value of derivatives — — 291,521 Accretion expense — 3,781 — Balance, pre-amendment 436,141 15,932 1,087,874 Transfer due to end of derivatives — 420,209 (420,209 ) Gain on extinguishment — — (667,665 ) Balance, post-amendment 436,141 436,141 — Issuances of notes after amendment 122,500 122,500 — Beneficial conversion features – Transferred to equity — (558,641 ) — Accretion expense — 7,079 — Balances as at June 30, 2017 558,641 7,079 — The Company recognized interest expense of $3,473 during the quarter ended June 30, 2017 (June 30, 2016: $17,600). As of June 30, 2017, accrued interest was $4,736 (December 31, 2016: $27,805). Prior to the amendment on April 28, 2017, the multinomial lattice model was used to value the convertible notes and the embedded derivative liabilities at issuance and period end date, using the following assumptions: Assumptions Dividend yield 0.00 % Risk-free rate for term 1.01% - 1.07 % Volatility 284.6% - 285.4 % Remaining terms (years) 1.09 to 1.11 Stock price ($ per share) 0.60-0.75 Effective April 28, 2017, the Company entered into a second amendment of Convertible Promissory Note. As a result of the amendment, derivative treatment has ended

Stockholders Deficiency

Stockholders Deficiency	6 Months Ended
	Jun. 30, 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 issued 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. On February 8, 2017, the Company agreed 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 the entire amount as consulting expense during the period. The shares were issued on April 3, 2017. As at June 30, 2017 and December 31, 2016, there were 11,870,003 (7,333,000 restricted shares) and 11,820,003 (7,383,000 restricted shares) (after stock split) shares of common stock respectively, issued out of the authorized 200,000,000 common shares. Shares to be issued: As at June 30, 2017, shares to be issued amounting to $348,000 (400,000 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. During the period ended June 30, 2017, the Company recognized as expense licensing fee of $120,000 representing the fair value of additional 200,000 shares to be issued under the agreement (as explained in Note 4) , valued at the market price of $0.6 per share on May 19, 2017.

Commitment

Commitment	6 Months Ended
	Jun. 30, 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	6 Months Ended
	Jun. 30, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Other than disclosed elsewhere in the condensed financial statements, the only related party transaction during the six months ended June 30, 2017 and 2016 is directors’ fees of $nil and $15,000 respectively. Director fees of $15,000 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: June 30 December 31 2017 2016 Owed to a former director for director fees 50,750 50,750 Owed to a related party for license agreement [Note 4] 83,067 83,067 133,817 133,817

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	The Company’s management has evaluated subsequent events up to November 22, 2017 the date the unaudited condensed financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined that there are no material subsequent events to report.

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 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	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. 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. In July, 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-11 (“ASU 2017-11”), which addressed accounting for (I) certain financial instruments with down round features and (II) replacement of the indefinite deferral for mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests with a scope exception. The main provisions of Part I of ASU 2017-11 is to “change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS.” Under previous US GAAP, warrants with a down round feature are not being considered indexed to the entity’s own stock, which results in classification of the warrant as a derivative liability. Under ASU 2017-11, the down round feature qualifies for a scope exception from derivative treatment. ASU 2017-11 is effective for public companies as of December 15, 2018 and interim periods within that fiscal year. Early adoption is permitted, including adoption in an interim period, with adjustments reflected as of the beginning of the fiscal year. The Company does not have any outstanding financial instruments with down round features as of June 30, 2017.

Convertible Promissory Notes 17

Convertible Promissory Notes and Derivative Liabilities (Tables)	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
Schedule of Convertible Debt Derivative Activity	Face value Accreted value Derivative liabilities $ $ $ Balances as at December 31, 2016 351,397 107,629 318,234 Issuance of notes during Q1 2017 37,000 2,247 34,753 Conversion of accrued interest 32,744 32,744 — Day-one 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 Pre-Amendment (End of Derivatives) Issuance of note 15,000 — — Full discount recognized on the note — — 15,000 Day-one derivative loss on the note — — 17,093 Change in fair value of derivatives — — 291,521 Accretion expense — 3,781 — Balance, pre-amendment 436,141 15,932 1,087,874 Transfer due to end of derivatives — 420,209 (420,209 ) Gain on extinguishment — — (667,665 ) Balance, post-amendment 436,141 436,141 — Issuances of notes after amendment 122,500 122,500 — Beneficial conversion features – Transferred to equity — (558,641 ) — Accretion expense — 7,079 — Balances as at June 30, 2017 558,641 7,079 —
Schedule of Convertible Note Assumptions	Assumptions Dividend yield 0.00 % Risk-free rate for term 1.01% - 1.07 % Volatility 284.6% - 285.4 % Remaining terms (years) 1.09 to 1.11 Stock price ($ per share) 0.60-0.75

Related Party Transactions (Tab

Related Party Transactions (Tables)	6 Months Ended
	Jun. 30, 2017
Related Party Transactions Tables
Schedule of Accounts Payable and Accrued Liabilities	June 30 December 31 2017 2016 Owed to a former director for director fees 50,750 50,750 Owed to a related party for license agreement [Note 4] 83,067 83,067 133,817 133,817

Nature of Operations (Details N

Nature of Operations (Details Narrative)	6 Months Ended
	Jun. 30, 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 ($)	Jun. 30, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 1,838,104	$ 1,663,662
Working capital deficit	$ (209,884)	$ (319,299)

Disclosure - Summary of Signifi

Disclosure - Summary of Significant Accounting Policies (Details Narrative)	6 Months Ended
	Jun. 30, 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
Common Stock, Shares Unissued	400,000
Common Stock, Par Value	$ .001	$ .001
License Agmt #2
Date of Agreement	May 21, 2015
Term of Agreement	5 years
Common Stock, Shares Unissued	200,000	400,000
Common Stock, Par Value	$ 0.60
Licensing fees	$ 120,000	$ 228,000

Convertible Promissory Notes 23

Convertible Promissory Notes and Derivative Liabilities - Schedule of Convertible Debt Derivative Activity (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2017	Mar. 31, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Convertible promissory notes	$ 7,079			$ 7,079		$ 107,629
Day one derivative losses	17,093			30,579
Loss (gain) on extinguishment of debt	(667,665)			(550,962)	(11,462)
Accretion expense	10,860			29,088	$ 24,783
Face Value of Notes
Convertible promissory notes	558,641	$ 421,141		558,641		351,397
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
Change in Fair Value
Accreted Value of Notes
Convertible promissory notes	7,079	12,151		7,079		107,629
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		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
Face Value of Notes, Pre Amdt
Convertible promissory notes	436,141			436,141
Issuance of notes	15,000			15,000
Full discount recognized on the note
Face Value of Notes, Post Amdt
Convertible promissory notes	436,141			436,141
Issuance of notes	122,500			122,500
Accreted Value of Notes, Pre Amdt
Convertible promissory notes	15,932			15,932
Issuance of notes
Full discount recognized on the note
Day one derivative losses
Accretion expense	3,781
Change in Fair Value
Accreted Value of Notes, Post Amdt
Convertible promissory notes	436,141			436,141
Issuance of notes	122,500			122,500
Loss (gain) on extinguishment of debt
Transfer due to end of derivatives	420,209
Beneficial conversion features - Transferred to equity	(558,641)
Accretion expense	7,079
Derivative Liabilities, Pre Amdt
Convertible promissory notes	1,087,874			1,087,874
Issuance of notes
Full discount recognized on the note	15,000			15,000
Day one derivative losses	17,093
Accretion expense
Change in Fair Value	291,521
Derivative Liabilities, Post Amdt
Convertible promissory notes
Issuance of notes
Loss (gain) on extinguishment of debt	(667,665)
Transfer due to end of derivatives	(420,209)
Beneficial conversion features - Transferred to equity
Accretion expense
Face Value of Notes, Pre Amdt
Day one derivative losses
Accretion expense
Change in Fair Value
Face Value of Notes, Post Amdt
Loss (gain) on extinguishment of debt
Transfer due to end of derivatives
Beneficial conversion features - Transferred to equity
Accretion expense

Convertible Promissory Notes 24

Convertible Promissory Notes and Derivative Liabilities - Schedule of Convertible Note Assumptions (Details)	6 Months Ended
	Jun. 30, 2017$ / shares
Minimum
Risk-free rate for term	1.01%
Volatility	284.60%
Maturity date	P1Y
Stock Price	$ 0.60
Maximum
Dividend yield	0.00%
Risk-free rate for term	1.07%
Volatility	285.40%
Maturity date	P1Y1M
Stock Price	$ 0.75

Convertible Promissory Notes 25

Convertible Promissory Notes and Derivative Liabilities (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Interest and bank charges	$ 3,473	$ 17,600	$ 11,962	$ 12,745
Gain on extinguishment of debt	(667,665)		(550,962)	$ (11,462)
Accrued liabilities	26,451		26,451		$ 60,391
CMGT Combined Note
Interest and bank charges			$ 28,990
Date of Debt Instrument			Jan. 11, 2016
Debt Instrument, Face Value	436,141		$ 436,141
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		$ 4,736
Convertible Notes
Accrued liabilities					$ 28,990
CMGT Amdt #1
Date of Debt Instrument			Feb. 17, 2017
Conversion feature	$ 0.10		$ 0.10
Debt Instrument, Increase			$ 44,289
CMGT Combined Note, Post Amdt #1
Debt Instrument, Face Value	$ 558,641		$ 558,641

Deposit for Investment (Details

Deposit for Investment (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Deposits made for investments	$ (100,000)
LOI
Date of Agreement	Mar. 11, 2017
Future Equity Purchase	100.00%
Deposits made for investments	$ 50,000
LOI #2
Date of Agreement	May 30, 2017
Future Equity Purchase	33.00%
Deposits made for investments	$ 50,000

Stockholders Deficiency (Detail

Stockholders Deficiency (Details Narrative) - USD ($)	3 Months Ended					6 Months Ended		12 Months Ended
	Jun. 30, 2017	Mar. 31, 2017	Jun. 30, 2016	Sep. 30, 2015	Mar. 31, 2015	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2014
Common Stock, Shares Authorized	200,000,000					200,000,000		200,000,000
Common Stock, Par Value	$ .001					$ .001		$ .001
Preferred Stock, Shares Authorized	100,000,000					100,000,000		100,000,000
Preferred Stock, Par Value	$ .001					$ .001		$ .001
Common Stock, Shares Issued and Outstanding	11,870,003					11,870,003		11,820,003
Preferred Stock, Series A, Shares Designated	10,000,000					10,000,000
Preferred Stock, Series A, Par Value	$ 0.001					$ 0.001
Preferred Stock, Series A, Voting Rights						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.
Forward Split				1:5	12:1
Common Stock, Shares Unissued, Value	$ 348,000					$ 348,000
Common Stock, Shares Unissued	400,000					400,000
Consulting fees	$ 17,329		$ 97,088			$ 47,958	$ 232,587
Prepaid expenses							$ 26,210
IPO
Shares Issued, IPO									4,320,000
Shares Issued, IPO, Value									$ 27,000
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
Common Stock, Par Value	$ 0.48					$ 0.48
Date of Agreement						Feb. 8, 2017
Date of Issuance						Apr. 3, 2017
Shares Issued for Services, Shares						50,000
Shares Issued for Services, Value						$ 24,000
License Agmt #2
Common Stock, Par Value	$ 0.60					$ 0.60
Date of Agreement						May 21, 2015
Common Stock, Shares Unissued	200,000					200,000		400,000
Date of Issuance		Jul. 1, 2015
Fair value of shares to be issued annually		$ 200,000
Licensing fees						$ 120,000		$ 228,000

Commitment (Details Narrative)

Commitment (Details Narrative) - shares	Jun. 30, 2017	Dec. 31, 2016
Common Stock, Shares Unissued	400,000
License Agmt
Common Stock, Shares Unissued	200,000

RELATED PARTY TRANSACTIONS - Sc

RELATED PARTY TRANSACTIONS - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Former Director
Accounts payable and accrued liabilities	$ 50,750	$ 50,750
Shareholder Company
Accounts payable and accrued liabilities	$ 83,067	$ 83,067

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Related Party Transactions [Abstract]
Directors Fee		$ 7,500		$ 15,000