SocialPlay USA (SPLY) 10-K 18 Jun 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	May 21, 2018	Sep. 30, 2017
Document And Entity Information
Entity Registrant Name	SocialPlay USA, Inc.
Entity Central Index Key	1,597,929
Document Type	10-K
Document Period End Date	Dec. 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 Public Float			$ 1,771,561
Entity Common Stock, Shares Outstanding		11,870,003
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets
Cash	$ 6,157	$ 2,865
Deposits for investments	130,000
Total assets	136,157	2,865
Current Liabilities
Accounts Payable	144,874	127,956
Accrued liabilities	63,182	60,391
Payable to related parties	133,817	133,817
Convertible promissory notes	128,737
Total Current Liabilities	470,610	322,164
Convertible promissory notes		107,629
Derivative Liabilities		318,234
Total Liabilities	470,610	748,027
Stockholders deficiency
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding as of December 31, 2017 and December 31, 2016, respectively
Common stock, $0.001 par value, 200,000,000 shares authorized, 11,870,003 and 11,820,003 common shares issued and outstanding as of December 31, 2017 and December 31, 2016, respectively	11,870	11,820
Additional paid-in capital	1,421,271	678,680
Shares to be issued	348,000	228,000
Accumulated deficit	(2,115,594)	(1,663,662)
Total stockholders deficiency	(334,453)	(745,162)
Total Liabilities and stockholders deficiency	$ 136,157	$ 2,865

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Preferred Stock, Par Value	$ .001	$ 0.001
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Shares Issued and Outstanding
Common Stock, Par Value	$ .001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares Issued and Outstanding	11,870,003	11,820,003

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Revenue
Expenses
Legal and professional fees	43,364	44,188
Advertising and promotion	90,998	5,000
Consulting fees - Investor relations	51,059	245,087
Transfer agent fees	19,985	19,339
Directors fees		15,000
Other operating expenses	20,868	9,746
Total operating expenses	226,274	338,360
Forgiveness of debt		(62,500)
Interest and bank charges	51,387	29,170
Accretion of discount on convertible notes	150,746	52,512
Day-one derivative loss	30,579
Licensing fees	120,000	228,000
Gain on extinguishment of debt	(550,962)	(11,462)
Change in fair value of derivatives	423,908	18,819
Loss (Income) before income taxes	(451,932)	(592,899)
Income taxes
Net loss for the year	$ 451,932	$ 592,899
Loss per share, basic and diluted	$ (0.0381)	$ (0.0503)
Weighted average number of common shares outstanding	11,857,480	11,798,962

Statement Of Changes In Stockho

Statement Of Changes In Stockholders Deficit - USD ($)	Common Stock	Additional Paid-In Capital	Subscriptions receivable	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2014	11,520,000
Beginning Balance, Amount at Dec. 31, 2014	$ 11,520	$ 35,480		$ (51,650)	$ (4,650)
Net loss				(1,019,113)	(1,019,113)
Ending Balance, Shares at Dec. 31, 2015	11,720,000
Ending Balance, Amount at Dec. 31, 2015	$ 11,720	545,280		(1,070,763)	(513,763)
Issued for Cash, Shares	100,003
Issued for Cash, Amount	$ 100	133,400			133,400
Shares to be issued, Amount			200,000
Shares to be issued, Shares			$ 228,000		1,140,000
Net loss				(1,592,899)	(1,592,899)
Ending Balance, Shares at Dec. 31, 2016	11,820,003		200,000
Ending Balance, Amount at Dec. 31, 2016	$ 11,820	678,680	$ 228,000	(1,663,662)	(745,162)
Issued for Cash, Shares	50,000
Issued for Cash, Amount	$ 50	23,950			24,000
Shares to be issued, Amount			200,000
Shares to be issued, Shares			$ 120,000		120,000
Beneficial conversion features transferred to equity		718,641			718,641
Net loss				(451,932)	(451,932)
Ending Balance, Shares at Dec. 31, 2017	11,870,003		400,000
Ending Balance, Amount at Dec. 31, 2017	$ 11,870	$ 1,421,271	$ 348,000	$ (2,115,594)	$ (334,453)

Statements Of Cash Flows

Statements Of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating Activities
Net loss for the year	$ (451,932)	$ (592,899)
Shares issued for services	24,000	133,500
Interest expense accretion of convertible notes	150,746	52,512
Day-one derivative loss	30,579
Licensing fees	120,000	228,000
Change in fair value of derivatives	423,908	18,819
Forgiveness of debt		(62,500)
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	52,453	98,166
Payable to related parties		2,000
Cash used in operating activities	(201,208)	(107,654)
Investing Activities
Deposits made for investments	(130,000)
Cash used in investing activities	(130,000)
Financing Activities
Proceeds from issuance of convertible promissory notes	334,500	110,450
Cash provided by financing activities	334,500	110,450
Net increase in cash during the year	3,292	2,796
Cash, beginning of period	2,865	69
Cash, end of period	6,157	2,865
Supplemental disclosure with respect to cash flows:
Cash paid for income taxes
Cash paid for interest

NATURE OF OPERATIONS

NATURE OF OPERATIONS	12 Months Ended
	Dec. 31, 2017
Nature Of Operations
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.

BASIS OF PRESENTATION

BASIS OF PRESENTATION	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
BASIS OF PRESENTATION	The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements.

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2017
Going Concern
GOING CONCERN	The Company’s financial statements are prepared using GAAP 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 revenue sufficient to cover its operating costs. The Company had an accumulated deficit of $2,115,594 and a working capital deficit of $334,453 as of December 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	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Use of Estimates The preparation of the 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 certain financial instruments, 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 . Cash and Cash Equivalents Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of December 31, 2017 and 2016. Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2017 and 2016. Income Taxes The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2017 and 2016, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. Loss Per Common Share Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of December 31, 2017 and 2016, there are no outstanding dilutive securities. Convertible Notes Payable and Derivative Instruments The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. Valuation of Derivatives The Company evaluates its convertible instruments 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 and recorded as a liability. In the event that the fair value is recorded as a liability, 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 (the Convertible Notes), 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 within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard ASC 820 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 income statement. Unamortized discount is amortized to interest expense using the effective interest method over the life of the Convertible Note. If the Note is converted or the warrants are exercised, the derivative liability is released and recorded as additional paid in capital. Fair Value of Financial Instruments Accounting Standards Codification Topic 820 “ Fair Value Measurements and Disclosures Level 1 - Valuation based on quoted market prices in active markets for identical assets or liabilities. Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. 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. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts payable and accrued liabilities and convertible promissory notes. The Company’s bank accounts are maintained with financial institutions of reputable credit, and therefore, bear minimal credit risk and are carried at amortized costs which approximates the fair value. Contingencies The Company is not currently a party to any pending or threatened legal proceedings. Based on information currently available, management is not aware of any matters that would have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
RECENT ACCOUNTING PRONOUNCEMENTS	Recently Issued Accounting Standards In May 2017, the FASB issued Accounting Standards Update (ASU) No. 2017-09, Compensation – Stock Compensation (Topic 718). The amendments in this ASU require that the company apply modification accounting when the company changes the terms or conditions of a share-based payment award. The amendments in this Update apply to all companies. They became effective for public business entities in the annual period ending after December 15, 2017, and interim periods within those fiscal years, with early application permitted. Management does not expect to have a significant impact of this ASU on the Company’s financial statements. In July 2017, the FASB issued Accounting Standards Update (ASU) No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815). I. Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception The amendments in Part I of this Update 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. The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. The amendments in this Update apply to all companies. Part I becomes effective for public business entities in the annual period ending after December 15, 2018, and interim periods within those fiscal years, with early application permitted. Management does not expect to have a significant impact of this ASU on the Company’s financial statements. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on the consolidated financial position and/or results of operations. In November 2015, an accounting pronouncement was issued by the FASB to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. This pronouncement is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company adopted this pronouncement on January 1, 2017, and the adoption did not have a material impact on the financial position and/or results of operations. In May 2014, an accounting pronouncement was issued by the FASB to clarify existing guidance on revenue recognition. This guidance includes the required steps to achieve the core principle that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This pronouncement is effective for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. The guidance permits the use of one of two retrospective transition methods. The Company will adopt the standard on March 1, 2018 using the modified retrospective method. The adoption of this pronouncement is not expected to have a material impact on the combined financial position and/or results of operations.

DEPOSITS FOR INVESTMENT

DEPOSITS FOR INVESTMENT	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
DEPOSITS FOR INVESTMENT	On March 11, 2017, the Company entered into a binding Letter of Intent (LOI) with Spot and Pay, Inc., a Nevada Corporation (“Spot and Pay”). The LOI contemplated 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. On April 9, 2018, the Company entered into a definitive Share Exchange and Funding Agreement (See Note 14 – Subsequent Events) with Spot and Pay. Under the Agreement, the Company is acquiring a 90% ownership stake in Spot and Pay. 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. On November 8, 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 $30,000 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.

LICENSING FEES

LICENSING FEES	12 Months Ended
	Dec. 31, 2017
Licensing Fees
PREPAID 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. In consideration for the license granted hereunder, the Company issued to the related party 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 to the third party 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 9 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 9.

CONVERTIBLE PROMISSORY NOTES AN

CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES	The outstanding convertible promissory notes as at December 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. The conversion price of the Note is also subject to adjustment in the event of certain stock issuances which are lower than the conversion price otherwise in effect at the time of 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. 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 be transferred to additional paid-in-capital and these notes to be amortized using an effective interest rate over the remaining term. Face value Cumulative discount on notes Accreted value Derivative $ $ $ $ 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 137,500 — 137,500 — Beneficial conversion feature – Transferred to equity — 573,641 (573,641 ) — Accretion expense — (33,402 ) 33,402 — Balances as at September 30, 2017 573,641 540,239 33,402 — Issuances of notes after amendment 145,000 — 137,500 — Beneficial conversion feature – Transferred to equity — 145,000 (145,000 ) — Accretion expense — (95,335 ) 95,335 — Balances as at December 31, 2017 718,641 589,904 128,737 As of December 31, 2017, total principal due under the Note was $718,641, and accrued interest totaled $47,202 (which is included in accrued liabilities) (December 31, 2016: $351,397 and $27,805). Effective April 28, 2017, the Company entered into a second amendment of Convertible Promissory Note. As a result of the amendment, derivative treatment has ended. Prior to the amendment on April 28, 2017, the multinomial lattice model was used to value the convertible notes and the embedded derivative liabilities at issuance and period end date, using the following assumptions: Assumptions Dividend yield 0.00 % Risk-free rate for term 1.01% - 1.07 % Volatility 284.6% - 285.4 % Remaining terms (years) 1.09 to 1.11 Stock price ($ per share) 0.60-0.75

STOCKHOLDERS DEFICIENCY

STOCKHOLDERS DEFICIENCY	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
STOCKHOLDERS DEFICIENCY	Authorized: On March 14, 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 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. 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 financial statements have been retrospectively adjusted for all periods presented to reflect the effect of the 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 6 to the 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 December 31, 2017 and December 31, 2016, there were 11,870,003 and 11,820,003 shares of common stock, respectively, issued out of the authorized 200,000,000 common shares. Shares to be issued: As at December 31, 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 7), valued at the market price of $1.14 per share. During the year ended December 31, 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 7), valued at the market price of $0.6 per share on May 19, 2017.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	On April 27, 2015, the Company entered into an Exclusive License Agreement (the “License Agreement”) with a related party Social Play, Inc. (“Social Play”). Under the Agreement, the Company has been granted the exclusive rights within the U.S. and Canada to develop, market and sell products and services based upon Social Play’s patent-pending “SP Cloud Goods” system. On August 22, 2016, the Company entered into a Severance Agreement and Mutual Release (the “Agreement”) with the former President, CEO, and director Chitan Mistry. In connection with Mr. Mistry’s resignation, the Company paid him a severance payment in the amount of $10,000 pursuant to the terms of the Agreement. Under the Agreement, Mr. Mistry and the company also provided mutual general releases of any liability to one another. 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: December 31, 2017 December 31, 2016 Owed to former Director Lucie Letellier for Director fees 50,750 50,750 Owed to shareholder company, Social Play, Inc, as remaining balance for license agreement 83,067 83,067 133,817 133,817 Office space and services are provided without charge by an officer and director of the Company. Such costs are not significant to the financial statements and, accordingly, have not been reflected therein. Other than disclosed elsewhere in the financial statements, the only related party transaction during the years ended December 31, 2017 and 2016 were fees charged by directors amounting to $nil and $15,000, respectively.

FORGIVENESS OF DEBT

FORGIVENESS OF DEBT	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
FORGIVENESS OF DEBT	On August 22, 2016, the Company entered into a severance and mutual release agreement with a former President, CEO and Director. The Company made a severance payment in the amount of $10,000 and both the Company and the former President provided mutual general releases of any liability. As a result of the said agreement, the amount of $62,500 owed to the former President was written back.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
INCOME TAXES	Income taxes The Tax Cuts and Jobs Act (the “Act”) enacted on December 22, 2017 reduces the US federal corporate tax rate from 35% to 21% and requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. As of December 31, 2017, the Company has not completed the accounting for the tax effects of enactment of the Act; however, as described below, it has made a reasonable estimate of the effects on existing deferred tax balances. These amounts are provisional and subject to change. The provision for income taxes differs from that computed at US corporate tax rate of approximately 21% (2016: 21%) as follows: 2017 2016 Net loss for the year $ (124,509 ) $ (94,906 ) Tax effect of expenses not deductible for income tax: Annual effect of book/tax differences 47,327 36,597 Change in valuation allowance 77,182 58,309 — — Deferred tax assets Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of December 31, 2017: Deferred Tax Assets - Non-current: 2017 2016 Tax effect of NOL Carryover $ 110,720 262,058 Cumulative change due to reduced rate 104,823 — Less valuation allowance (215,543 ) (262,058 ) Deferred tax assets, net of valuation allowance $ — $ — At December 31, 2017, the Company had net operating loss carryforwards of approximately $1,026,397 (2016: $748,736) that may be offset against future taxable income from the year 2018 to 2037. No tax benefit has been reported in the December 31, 2017 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

COMMITMENTS

COMMITMENTS	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	The Company has commitments to issue 1,000,000 (200,000 after reverse split) shares of common stock on or before each anniversary pursuant to Exclusive License Agreement dated May 21, 2015 as explained in note 7 to the financial statements.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	The Company’s management has evaluated subsequent events up to June 15, 2018 the date the financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined the following subsequent events: On April 9, 2018, the Company entered into a definitive Share Exchange and Funding Agreement (the “Agreement”) with Spot and Pay, Inc., a Nevada corporation (“Spot and Pay”). Under the Agreement, the Company is acquiring a 90% ownership stake in Spot and Pay. Spot and Pay is developing a mobile payment application that is used in connection with third party QR codes that have been generated for specific uses; i.e. individual consumer products, specific services or group of services offered to the general public, B2B product and service offerings, monetary donations to charitable organizations, and quick and easy bill payments on recurring monthly accounts. Following this acquisition, the Company’s software development plan will include a substantially more robust proprietary platform wallet feature that will allow users to create their own wallet so that they may buy and sell bitcoin and other cryptocurrencies directly from the Spot & Pay platform. The Company’s wallet feature will also provide seamless abilities to transfer money within the Spot & Pay user network instantly from one account to another without any processing delays. Under the Agreement, the Company acquired 90% of the outstanding capital stock of Spot and Pay from its founder and sole shareholder, Karthikeyan Mani. In exchange, the Company has agreed to issue Mr. Mani 500,000 shares of the common stock of the Company. The Company has agreed to provide a total of $300,000 in funding for development of the Spot & Pay platform. The $300,000 includes $50,000 paid previously to Spot and Pay, together with an additional $250,000 to be paid in one or more tranches over the next 180 days. The Spot & Pay platform as developed after the Agreement will be considered work-for-hire belonging to SocialPlay USA, Inc. Mr. Mani and Spot and Pay will use their best efforts to develop the mobile payment platform, with Mr. Mani to be bound by a two-year non-competition agreement following the conclusion of such efforts. In the event that the Company fails to fund the full $300,000 within 180 days from the Agreement, the Spot and Pay shares acquired by the Company and the Company’s shares issued to Mr. Mani will be returned in part based on a sliding scale set forth in the Agreement.

SUMMARY OF SIGNIFICANT ACCOUN21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Use of Estimates	The preparation of the 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 certain financial instruments, 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 .
Cash and Cash Equivalents	Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of December 31, 2017 and 2016.
Concentration of Risk	Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2017 and 2016.
Income Taxes	The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2017 and 2016, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.
Loss Per Common Share	Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of December 31, 2017 and 2016, there are no outstanding dilutive securities.
Convertible Notes Payable and Derivative Instruments	The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.
Valuation of Derivatives	The Company evaluates its convertible instruments 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 and recorded as a liability. In the event that the fair value is recorded as a liability, 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 (the Convertible Notes), 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 within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard ASC 820 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 income statement. Unamortized discount is amortized to interest expense using the effective interest method over the life of the Convertible Note. If the Note is converted or the warrants are exercised, the derivative liability is released and recorded as additional paid in capital.
Fair Value of Financial Instruments	Accounting Standards Codification Topic 820 “ Fair Value Measurements and Disclosures Level 1 - Valuation based on quoted market prices in active markets for identical assets or liabilities. Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. 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. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts payable and accrued liabilities and convertible promissory notes. The Company’s bank accounts are maintained with financial institutions of reputable credit, and therefore, bear minimal credit risk and are carried at amortized costs which approximates the fair value.
Contingencies	The Company is not currently a party to any pending or threatened legal proceedings. Based on information currently available, management is not aware of any matters that would have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

CONVERTIBLE PROMISSORY NOTES 22

CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Schedule of Convertible Debt Derivative Activity	Face value Cumulative discount on notes Accreted value Derivative $ $ $ $ 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 137,500 — 137,500 — Beneficial conversion feature – Transferred to equity — 573,641 (573,641 ) — Accretion expense — (33,402 ) 33,402 — Balances as at September 30, 2017 573,641 540,239 33,402 — Issuances of notes after amendment 145,000 — 137,500 — Beneficial conversion feature – Transferred to equity — 145,000 (145,000 ) — Accretion expense — (95,335 ) 95,335 — Balances as at December 31, 2017 718,641 589,904 128,737
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)	12 Months Ended
	Dec. 31, 2017
Related Party Transactions
Schedule of Accounts Payable and Accrued Liabilities	December 31, 2017 December 31, 2016 Owed to former Director Lucie Letellier for Director fees 50,750 50,750 Owed to shareholder company, Social Play, Inc, as remaining balance for license agreement 83,067 83,067 133,817 133,817

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Schedule of Effective Income Taxes	2017 2016 Net loss for the year $ (124,509 ) $ (94,906 ) Tax effect of expenses not deductible for income tax: Annual effect of book/tax differences 47,327 36,597 Change in valuation allowance 77,182 58,309 — —
Schedule of Deferred Tax Assets	Deferred Tax Assets - Non-current: 2017 2016 Tax effect of NOL Carryover $ 110,720 262,058 Cumulative change due to reduced rate 104,823 — Less valuation allowance (215,543 ) (262,058 ) Deferred tax assets, net of valuation allowance $ — $ —

NATURE OF OPERATIONS (Details N

NATURE OF OPERATIONS (Details Narrative)	12 Months Ended
	Dec. 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 ($)	Dec. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 2,115,594	$ 1,663,662
Working capital deficit	$ 334,453

SUMMARY OF SIGNIFICANT ACCOUN27

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Current Fiscal Year End	--12-31
Cash and cash equivalents

DEPOSITS FOR INVESTMENT (Detail

DEPOSITS FOR INVESTMENT (Details Narrative) - USD ($)	5 Months Ended	12 Months Ended
	Jun. 01, 2018	Dec. 31, 2017	Dec. 31, 2016
Deposits made for investments		$ (130,000)
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
LOI #3
Date of Agreement		Nov. 8, 2017
Future Equity Purchase		33.00%
Deposits made for investments		$ 30,000
Agreement
Date of Agreement	Apr. 9, 2018
Future Equity Purchase	90.00%

LICENSING FEES (Details Narrati

LICENSING FEES (Details Narrative) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Common Stock, Shares Unissued		400,000
License Agmt #2
Date of Agreement	May 21, 2015	May 21, 2015
Term of Agreement		5 years
Common Stock, Issued	200,000	200,000
Common Stock, Shares Unissued		200,000	200,000

Convertible Promissory Notes 30

Convertible Promissory Notes and Derivative Liabilities - Schedule of Convertible Debt Derivative Activity (Details) - USD ($)	3 Months Ended			12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Convertible promissory notes	$ 128,737			$ 128,737
Day one derivative losses				30,579
Loss (gain) on extinguishment of debt				(550,962)	(11,462)
Beneficial conversion features transferred to equity				718,641
Accretion expense				150,746	52,512
Face Value of Notes
Convertible promissory notes	718,641	$ 573,641	$ 421,141	718,641	351,397
Issuance of notes	145,000		37,000	145,000
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
Cumulative Discount on Notes
Convertible promissory notes	589,904	540,239		589,904
Issuance of notes
Conversion of accrued interest
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	128,737	33,402	12,151	128,737	107,629
Issuance of notes	137,500		2,247	137,500
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
Issuance of notes		15,000
Full discount recognized on the note
Cumulative Discount on Notes, Pre Amdt
Issuance of notes
Full discount recognized on the note
Accreted Value of Notes, Pre Amdt
Convertible promissory notes		15,932
Issuance of notes
Full discount recognized on the note
Day one derivative losses
Accretion expense		3,781
Change in Fair Value
Derivative Liabilities, Pre Amdt
Convertible promissory notes		1,087,874
Issuance of notes
Full discount recognized on the note		15,000
Day one derivative losses		17,093
Accretion expense
Change in Fair Value		291,521
Face Value of Notes, Post Amdt
Convertible promissory notes		436,141
Issuance of notes		137,500
Cumulative Discount on Notes, Post Amdt
Convertible promissory notes
Issuance of notes
Beneficial conversion features transferred to equity	(145,000)	573,641
Accretion expense	95,335	(33,402)
Accreted Value of Notes, Post Amdt
Convertible promissory notes		436,141
Issuance of notes		137,500
Loss (gain) on extinguishment of debt
Transfer due to end of derivatives		420,209
Beneficial conversion features transferred to equity	145,000	(573,641)
Accretion expense	(95,335)	33,402
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 31

CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES - Schedule of Convertible Note Assumptions (Details)	12 Months Ended
	Dec. 31, 2017$ / shares
Minimum
Dividend yield	0.00%
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	P1Y
Stock Price	$ 0.75

CONVERTIBLE PROMISSORY NOTES 32

CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Interest and bank charges				$ 51,387	$ 29,170
Gain on extinguishment of debt				(550,962)	(11,462)
Accrued liabilities				$ 63,182	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
Debt Instrument, Increase				$ 44,289
CMGT Combined Note, Post Amdt #1
Interest and bank charges	14,397	$ 17,600
Debt Instrument, Face Value				$ 558,641
Debt Instrument, Accrued Interest	$ 31,698	$ 27,805

STOCKHOLDERS DEFICIENCY (Detail

STOCKHOLDERS DEFICIENCY (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
	Sep. 30, 2015	Mar. 31, 2015	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2014
Common Stock, Shares Authorized				200,000,000	200,000,000
Common Stock, Par Value				$ .001	$ 0.001
Preferred Stock, Shares Authorized				100,000,000	100,000,000
Preferred Stock, Par Value				$ .001	$ 0.001
Common Stock, Shares Issued and Outstanding				11,870,003	11,820,003
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
Common Stock, Shares Unissued				400,000
Consulting fees			$ 47,958	$ 51,059	$ 245,087
Prepaid expenses					26,210
Shares Issued, IPO, Value				$ 24,000	$ 133,400
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
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	$ 1.14
Date of Agreement			May 21, 2015	May 21, 2015
Common Stock, Shares Unissued				200,000	200,000
Date of Issuance				Jul. 1, 2015
Common Stock, Issued			200,000	200,000
Fair value of shares to be issued annually				$ 200,000
Licensing fees			$ 120,000		$ 228,000

RELATED PARTY TRANSACTIONS - Sc

RELATED PARTY TRANSACTIONS - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
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 ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Directors Fee		$ 15,000
Severance Agmt
Date of Agreement	Aug. 22, 2016
Severance Payment	$ 10,000

FORGIVENESS OF DEBT (Details Na

FORGIVENESS OF DEBT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Gain on extinguishment of debt	$ (550,962)	$ (11,462)
Severance Agmt
Date of Agreement	Aug. 22, 2016
Severance Payment	$ 10,000
Gain on extinguishment of debt	$ (62,500)

INCOME TAXES - Schedule of Effe

INCOME TAXES - Schedule of Effective Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Taxes - Schedule Of Effective Income Taxes
Net loss for the period	$ 451,932	$ 592,899
Annual effect of book/tax differences	47,327	36,597
Change in valuation allowance	77,182	58,309
Net provision for Federal income taxes

INCOME TAXES - Schedule of Defe

INCOME TAXES - Schedule of Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Deferred tax assets:
Tax effect of NOL Carryover	$ 110,720	$ 262,058
Cumulative change due to reduced rate	104,823
Less valuation allowance	(215,543)	(262,058)
Deferred tax assets, net of valuation allowance

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Operating Loss Carryforwards	$ 1,026,397	$ 748,736
Effective Tax Rate	21.00%

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative)	12 Months Ended
	Dec. 31, 2017shares
Common Stock, Shares Unissued	400,000
Exclusive License Agmt
Date of Agreement	May 21, 2015
Common Stock, Shares Unissued	200,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Agreement	5 Months Ended
	Jun. 01, 2018USD ($)shares
Date of Agreement	Apr. 9, 2018
Purchase Price | $	$ 300,000
Ownership Interest	90.00%
Shares Issued in Acquisiton | shares	500,000