Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Apr. 14, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | INTELLIGENT CLOUD RESOURCES INC. | ||
Entity Central Index Key | 1,634,912 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Trading Symbol | ITLL | ||
Entity Public Float | $ 4,050,000 | ||
Entity Common Stock, Shares Outstanding | 92,279,327 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 27,643 | $ 74,639 |
Prepaid expenses [Note 7] | 90,090 | |
Total current assets | 117,733 | 74,639 |
TOTAL ASSETS | 117,733 | 74,639 |
CURRENT LIABILITIES | ||
Due to stockholders [Note 7] | 4,849 | 4,849 |
Due to a related party [Note 7] | 980 | 980 |
Cash advances for shares to be issued [Note 6] | 14,978 | |
Accrued and other liabilities | 62,367 | 76,331 |
Total current liabilities | 77,345 | 82,160 |
Convertible promissory notes [Note 4] | 92,569 | |
Derivative liability [Note 5] | 2,578 | |
TOTAL LIABILITIES | 77,345 | 177,307 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Authorized: 100,000,000 common stock, par value $0.001 Issued and outstanding: 92,279,327 common stock at $0.001 as at December 31, 2016 (December 31, 2015: 90,000,000) [Note 6] | 92,279 | 90,000 |
Additional paid-in capital | 427,835 | (71,838) |
Accumulated deficit | (479,795) | (120,811) |
Accumulated other comprehensive income | 69 | (19) |
Total stockholders' equity (deficit) | 40,388 | (102,668) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 117,733 | $ 74,639 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 92,279,327 | 90,000,000 |
Common stock, shares outstanding | 92,279,327 | 90,000,000 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
REVENUE | $ 900 | |
OPERATING EXPENSES | ||
Advertising and Promotion | 55,548 | |
Marketing expense | 21,023 | |
Legal fees | 10,454 | 19,445 |
Management fees | 78,000 | 60,000 |
Audit and accounting fees | 19,570 | 9,926 |
Other professional fees | 15,371 | 17,075 |
General Expenses | 694 | |
Total operating expenses | 200,660 | 106,446 |
Loss from operations | (200,660) | (106,446) |
Other income (expense) | ||
Interest and bank charges | (10,600) | (543) |
Gain (loss) change in fair value of derivative liabilities | 2,578 | (111) |
Loss of conversion of debt | (151,202) | |
Total other income (expenses) | (159,224) | (654) |
Net loss for the period before income taxes | (358,984) | (107,100) |
Income taxes | ||
Net loss | (358,984) | (107,100) |
Foreign currency translation adjustment | 88 | (36) |
COMPREHENSIVE LOSS | $ (358,896) | $ (107,136) |
Net loss per common stock, basic and diluted | $ 0 | $ 0 |
Weighted average number of common stock outstanding, basic and diluted | 90,298,323 | 90,000,000 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Total | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income |
Begining balance at Dec. 31, 2014 | $ 4,468 | $ 90,000 | $ (71,838) | $ (13,711) | $ 17 |
Begining balance, shares at Dec. 31, 2014 | 90,000,000 | ||||
Net loss | (107,100) | (107,100) | |||
Cumulative translation adjustment | (36) | (36) | |||
Ending balance at Dec. 31, 2015 | (102,668) | $ 90,000 | (71,838) | (120,811) | (19) |
Ending balance, shares at Dec. 31, 2015 | 90,000,000 | ||||
Net loss | (358,984) | 358,984 | |||
Shares issued for cash | 248,619 | $ 1,646 | 246,973 | ||
Shares issued for cash, shares | 1,645,995 | ||||
Issuance of shares on conversion of notes | 253,333 | $ 633 | 252,700 | ||
Issuance of shares on conversion of notes, shares | 633,332 | ||||
Cumulative translation adjustment | 88 | 88 | |||
Ending balance at Dec. 31, 2016 | $ 40,388 | $ 92,279 | $ 427,835 | $ (479,795) | $ 69 |
Ending balance, shares at Dec. 31, 2016 | 92,279,327 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (358,984) | $ (107,100) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 2,431 | 36 |
(Gain) loss on change in fair value of derivatives | (2,578) | 111 |
Loss on conversion of debt | 151,202 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (90,090) | |
Accounts payable and accrued liabilities | (6,833) | 74,870 |
Net cash used in operating activities | (304,852) | (32,083) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible promissory notes | 95,000 | |
Proceeds from issuance of stock | 248,619 | |
Due to a stockholder | (4,849) | 8,224 |
Cash advances for shares to be issued | 14,978 | |
Due to a related party | (980) | 2,543 |
Net cash provided by financing activities | 257,768 | 105,767 |
Net (decrease) increase in cash during the year | (47,084) | 73,684 |
Effect of foreign currency translation | 88 | (36) |
Cash, beginning of the period | 74,639 | 991 |
Cash, end of the period | 27,643 | 74,639 |
Supplemental disclosures | ||
Interest paid | ||
Income taxes paid | ||
Non-cash investing and financing | ||
Conversion of debt and accrued interest into common shares | $ 102,131 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2016 | |
Nature of Operations [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Intelligent Cloud Resources Inc. (the “Company”) was incorporated on March 27, 2014 in the state of Nevada. The Company is engaged in providing IT solutions, Cloud based and telecommunication services . The Company’s principal place of business is located at 6418 Ambrosia Dr., #5301, San Diego, CA, 92124. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | 2. GOING CONCERN These financial statements have been prepared assuming the Company will continue on a going concern basis. The Company has incurred losses since inception and has not yet established a history of revenue producing activities which raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. In order for the Company to meet its liabilities as they become due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these financial statements. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in US dollars. The Company’s fiscal year-end is December 31. The Company’s functional currency is Canadian (“CDN”) dollars. The Company’s reporting currency is the U.S. dollar. 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 accruals, going concern assessment and valuation allowance for deferred tax asset. 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. The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at December 31, 2016. Revenue Recognition The Company recognizes revenue on arrangements when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. Valuation of Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date 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. We analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The derivative liabilities result in a reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes. This derivative liability is marked-to-market each quarter with the change in fair value recorded in the income statement. Unamortized discount is amortized to interest expense using the effective interest method over the life of the Convertible Note. Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made The Company’s financial instruments consist of cash, due from/to a shareholder, due from/to a related party, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company utilizes various types of financing to fund its business needs, including convertible debt. The Company reviews its conversion features of securities issued as to whether they are freestanding or contain an embedded derivative and, if so, whether they are classified as a liability at each reporting period until the amount is settled and reclassified into equity with changes in fair value recognized in current earnings. At December 31, 2016, the Company had convertible debt. The fair value of the embedded conversion feature of the convertible debt is classified as a liability. Some of these units have embedded conversion features that are treated as a discount on the notes. Such financial instruments are initially recorded at fair value and amortized to interest expense over the life of the debt using the effective interest method. Accounting Standards Codification Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● 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. The Company’s derivative liability is measured at fair value on a recurring basis. The Company classifies the fair value of these convertible notes and derivative liability under level three. 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 due to shareholder and related party. The Company's cash, which is carried at fair value, is classified as a Level 1 financial instruments. The accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. Foreign Currency Translation The Company’s functional currency is the Canadian dollar (“CDN”). The Company translates from the functional currency to U.S. dollars using the current rate method in accordance with FASB ASC 830. The Company uses the U.S. dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission and in accordance with FASB ASC 830. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses would be included in other income (expenses) on the Statement of Operations. Comprehensive Income (Loss) ASC 220 “Comprehensive Income” established standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its statement of operations and comprehensive loss. Comprehensive income comprised equity except for those transactions resulting from investments by owners and distribution to owners. Cash Cash, includes deposits in banks which are unrestricted as to withdrawal or use. Income taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Recently issued Accounting Pronouncements The Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board ("FASB") to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the consolidated income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the consolidated statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the consolidated financial position and/or results of operations. 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. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The adoption of this pronouncement did not have a material impact on the consolidated financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability, be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than being presented as an asset. The Company adopted this pronouncement on a retrospective basis, and the adoption did not have a material impact 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 intends to adopt this pronouncement on January 1, 2017, and the adoption will not have a material impact on the consolidated financial position and/or results of operations. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Promissory Notes [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 4. CONVERTIBLE PROMISSORY NOTES In December 2015, the Company entered into convertible promissory note agreements (the “Agreements”) with certain investors (referred to as the "the Holders" or “Mini Investors”), whereby the Company issued Convertible Notes (the “Convertible Notes" or “Notes”) in various principal amounts. The notes bear an interest rate of 10% per annum. Under the convertible note agreements, the lender has the right to convert all or any part of the outstanding and unpaid principal and interest into shares of the Company’s common stock; provided however, that in no event shall the lender be entitled to convert any portion of the notes that would result in the beneficial ownership by it and its affiliates to be more than 9.99% of the outstanding shares of the Company's common stock. The key terms/features of the Mini Investors Convertible Notes are as follows: 1. The Holders have the right from and after the date of issuance, and until any time until the Notes are fully paid, to convert any outstanding and unpaid principal portion of the Notes, and accrued interest (10% rate), into fully paid and non–assessable shares of Common Stock (par value $.0001). 2. The Notes are convertible at a fixed conversion price of $0.50 or upon default, the lessor of fixed conversion price $0.25 and 100% of 10 trading day low VWAP (default condition). 3. Beneficial ownership is limited to 4.99% initially and upon the Holders request to 9.99%. 4. The Notes may be prepaid in whole or in part, at any time during the period beginning on the issue date and ending on the date which is maturity, beginning at 100% of the outstanding principal, accrued interest and certain other amounts that may be due and owing under the Notes. 5. In the event of default the Convertible Notes bear interest at 10% per annum and a 0% penalty rate. These Convertible Notes, together with interest accrued on these notes aggregating $102,131, were converted into 633,332 shares of the Company on September 30, 2016. The fair value of the shares was determined to be $253,333 resulting in a loss of $151,202 during 2016. Outstanding convertible promissory notes as at December 31, 2015 and December 31, 2016 are as follows: Promissory notes issued during 2015 $ 95,000 Discount recognized due to embedded derivatives (2,467 ) Accretion on notes during the year ended December 31, 2015 36 Accreted value of notes as at December 31, 2015 92,569 Accretion on notes during the year ended December 31, 2016 2,431 Notes converted during the year ended December 31, 2016 (95,000 ) Accreted value of notes as at December 31, 2016 - The embedded conversion features and reset feature in the notes were accounted for as a derivative liability based on FASB guidance (also refer note 5). The details of the convertible promissory notes issued are as follows: Issue date Maturity date Note amount $ Interest rate per annum Conversion rate December 8, 2015 May 8, 2017 25,000 10 % Fixed conversion price $0.50; or lessor of fixed conversion price $0.25 and 100% of 10 TD low VWAP (default condition) December 30, 2015 May 31, 2017 70,000 10 % Fixed conversion price $0.50 or lessor of fixed conversion price $0.25 and 100% of 10 TD low VWAP (default condition) 95,000 Interest expense for the year ended December 31, 2016 recognized on these convertible promissory notes amounts to $7,131 included in other expenses in the statements of operations. The interest payable was also converted, together with the principal, into shares of the Company on September 30, 2016. Total of $102,131 converted into 633,332 common shares. Loss on conversion of the notes amounts to $151,202 included in other expenses in the statements of operations. And change in fair value of the derivative liability due on conversion amounts to $2,578 is written off to other expenses in the statements of operations |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Liabilities [Abstract] | |
DERIVATIVE LIABILITIES | 5. DERIVATIVE LIABILITIES Debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. The fair value of the Convertible Notes embedded derivatives as of issuance, conversion, redemption, and the valuation date December 31, 2016 are: Issue/valuation date Dec 31, Dec 31, Notes face value $ 95,000 $ - Derivative value on issuance 2,578 - Change in fair value during the period - (2,578 ) A 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 December 31, Dividend yield 0.00 % Risk-free rate for term 0.65 % Volatility 182.5 % Maturity dates 1.35-1.42 years Stock Price 0.046 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 6. STOCKHOLDERS’ EQUITY COMMON STOCK - AUTHORIZED As at December 31, 2016, the Company is authorized to issue 100,000,000 shares of common stock, with par value of $0.001. Effective August 31, 2016, the Board of Directors and Shareholders of the Company approved a Certificate of Amendment to its Articles of Incorporation for a 1:15 forward split. As a result, the issued and outstanding shares of common stock of the Company increased from 6,000,000 shares prior to the Forward Split to 90,000,000 shares following the Forward Split. All share and per share amounts herein have been retroactively restated from the earliest period presented, to reflect the effect of the forward split. COMMON STOCK - ISSUED AND OUTSTANDING During the year ended December 31, 2016, the Company issued: – 633,332 shares of common stock to holders of convertible notes on conversion of the notes; and – 233,333 shares to third party for cash consideration of $35,000; and – 1,412,662 shares of common stock for $213,619 cash to investors in a private placement. This included 133,334 shares that were issued during the year ended December 31, 2016 against checks received but deposited in January 2017. At December 31, 2016, there were 92,279,327 shares of common stock issued and outstanding (December 31, 2015 - 90,000,000). At December 31, 2016, the Company also received cash of $14,978 for which shares have not yet been issued. This amount is included in cash advances as a current liability until the Company receives subscription agreements and the terms of the advance are agreed to. |
Related Party Transactions and
Related Party Transactions and Balances | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions and Balances [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 7. RELATED PARTY TRANSACTIONS AND BALANCES Transactions are considered to be related party transactions if management has the ability to exercise significant control through its ownership of shares and presence on the board of directors. Transactions with related parties are in the normal course of operations and are recorded at the exchange amount, which is the amount of consideration established and agreed upon by the related parties. The amounts due to shareholders and other related party are unsecured, non-interest bearing and are payable on demand. During the year December 31, 2016, the Company repaid $4,849 due to shareholder advance. As of December 31, 2016, there was no balance owing to shareholders (2015: $4,849). During the year December 31, 2016, the Company repaid $980 due to related party. As of December 31, 2016, there was no balance owing to related parties (2015: $980) As of February 2017, Christopher Pay has been appointed Director of the Company. Christopher Pay is also the CEO of Mobile Lads. Prepaid expenses of $90,090 and advertising and promotion expenses of $55,548 relate to payments made to Mobile Lads during the fiscal year December 31, 2016. There were no payments to Mobile lads during the fiscal year December 31, 2015 Salaries and wages charged by stockholders as consideration for their services as CEO and CFO for the year ended December 31, 2015, amounted to $60,000 and for year ended December 31, 2016, amounted to $78,000 There is no rent paid and rent is offered for free by the CEO of the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | 8. INCOME TAXES Income taxes The provision for income taxes differs from that computed at the Canadian and US combined corporate tax rate of approximately 33% for the year ended December 31, 2016 (Canadian and US corporate tax rate for the year ended December 31, 2015 - 33%) as follows: 2016 2015 Net Loss for the year $ 358,984 $ 107,100 Expected Income Tax recovery 125,644 37,485 Tax effect of expenses not deductible for income tax - - Change in derivative liabilities 902 - Loss on conversion of debt (52,921 ) - Amortization of debt discount (851) - Change in valuation allowance (72,775 ) (37,485 ) Deferred tax assets, net of valuation allowance - - 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, 2016: Deferred Tax Assets - Non-current: 2016 2015 Tax effect of NOL Carryover $ 115,059 $ 42,284 Less valuation allowance (115,059 ) (42,284 ) Deferred tax assets, net of valuation allowance $ - $ - At December 31, 2016, the Company had net operating loss carryforwards of approximately $328,740 (2015: $120,811) that may be offset against future taxable income from the year 2017 to 2037. No tax benefit has been reported in the December 31, 2016 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in US dollars. The Company’s fiscal year-end is December 31. The Company’s functional currency is Canadian (“CDN”) dollars. The Company’s reporting currency is the U.S. dollar. |
Use of Estimates | 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 accruals, going concern assessment and valuation allowance for deferred tax asset. 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. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at December 31, 2016. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue on arrangements when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. |
Valuation of Derivatives | Valuation of Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date 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. We analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The derivative liabilities result in a reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes. This derivative liability is marked-to-market each quarter with the change in fair value recorded in the income statement. Unamortized discount is amortized to interest expense using the effective interest method over the life of the Convertible Note. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made The Company’s financial instruments consist of cash, due from/to a shareholder, due from/to a related party, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company utilizes various types of financing to fund its business needs, including convertible debt. The Company reviews its conversion features of securities issued as to whether they are freestanding or contain an embedded derivative and, if so, whether they are classified as a liability at each reporting period until the amount is settled and reclassified into equity with changes in fair value recognized in current earnings. At December 31, 2016, the Company had convertible debt. The fair value of the embedded conversion feature of the convertible debt is classified as a liability. Some of these units have embedded conversion features that are treated as a discount on the notes. Such financial instruments are initially recorded at fair value and amortized to interest expense over the life of the debt using the effective interest method. Accounting Standards Codification Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● 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. The Company’s derivative liability is measured at fair value on a recurring basis. The Company classifies the fair value of these convertible notes and derivative liability under level three. 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 due to shareholder and related party. The Company's cash, which is carried at fair value, is classified as a Level 1 financial instruments. The accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional currency is the Canadian dollar (“CDN”). The Company translates from the functional currency to U.S. dollars using the current rate method in accordance with FASB ASC 830. The Company uses the U.S. dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission and in accordance with FASB ASC 830. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses would be included in other income (expenses) on the Statement of Operations. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) ASC 220 “Comprehensive Income” established standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its statement of operations and comprehensive loss. Comprehensive income comprised equity except for those transactions resulting from investments by owners and distribution to owners. |
Cash | Cash Cash, includes deposits in banks which are unrestricted as to withdrawal or use. |
Income taxes | Income taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. |
Recently issued Accounting Pronouncements | Recently issued Accounting Pronouncements The Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board ("FASB") to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the consolidated income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the consolidated statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the consolidated financial position and/or results of operations. 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. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The adoption of this pronouncement did not have a material impact on the consolidated financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability, be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than being presented as an asset. The Company adopted this pronouncement on a retrospective basis, and the adoption did not have a material impact 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 intends to adopt this pronouncement on January 1, 2017, and the adoption will not have a material impact on the consolidated financial position and/or results of operations. |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Promissory Notes [Abstract] | |
Schedule of convertible promissory notes | Promissory notes issued during 2015 $ 95,000 Discount recognized due to embedded derivatives (2,467 ) Accretion on notes during the year ended December 31, 2015 36 Accreted value of notes as at December 31, 2015 92,569 Accretion on notes during the year ended December 31, 2016 2,431 Notes converted during the year ended December 31, 2016 (95,000 ) Accreted value of notes as at December 31, 2016 - |
Schedule of convertible promissory notes issued | Issue date Maturity date Note amount $ Interest rate per annum Conversion rate December 8, 2015 May 8, 2017 25,000 10 % Fixed conversion price $0.50; or lessor of fixed conversion price $0.25 and 100% of 10 TD low December 30, 2015 May 31, 2017 70,000 10 % Fixed conversion price $0.50 or lessor of fixed conversion price $0.25 and 100% of 10 TD low 95,000 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Liabilities [Abstract] | |
Schedule of fair value of convertible notes embedded derivatives | Issue/valuation date Dec 31, Dec 31, Notes face value $ 95,000 $ - Derivative value on issuance 2,578 - Change in fair value during the period - (2,578 ) |
Schedule of convertible notes embedded derivatives | Assumptions December 31, Dividend yield 0.00 % Risk-free rate for term 0.65 % Volatility 182.5 % Maturity dates 1.35-1.42 years Stock Price 0.046 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Schedule of income taxes | 2016 2015 Net Loss for the year $ 358,984 $ 107,100 Expected Income Tax recovery 125,644 37,485 Tax effect of expenses not deductible for income tax - - Change in derivative liabilities 902 - Loss on conversion of debt (52,921 ) - Amortization of debt discount (851) - Change in valuation allowance (72,775 ) (37,485 ) Deferred tax assets, net of valuation allowance - - |
Schedule of deferred tax assets | Deferred Tax Assets - Non-current: 2016 2015 Tax effect of NOL Carryover $ 115,059 $ 42,284 Less valuation allowance (115,059 ) (42,284 ) Deferred tax assets, net of valuation allowance $ - $ - |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Convertible Promissory Notes [Abstract] | ||
Promissory notes issued during 2015 | $ 95,000 | $ 95,000 |
Discount recognized due to embedded derivatives | (2,467) | |
Accretion on notes during the year ended December 31, 2015 | 36 | |
Accreted value of notes as at December 31, 2015 | $ 92,569 | |
Accretion on notes during the year ended December 31, 2016 | 2,431 | |
Notes converted during the year ended December 31, 2016 | (95,000) | |
Accreted value of notes as at December 31, 2016 |
Convertible Promissory Notes 20
Convertible Promissory Notes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Note amount | $ 95,000 | $ 95,000 |
Interest rate per annum | 10.00% | |
Convertible Debt One [Member] | ||
Debt Instrument [Line Items] | ||
Issue date | Dec. 8, 2015 | |
Maturity date | May 8, 2017 | |
Note amount | $ 25,000 | |
Interest rate per annum | 10.00% | |
Conversion rate | Fixed conversion price $0.50; or lessor of fixed conversion price $0.25 and 100% of 10 TD low VWAP (default condition) | |
Convertible Debt Two [Member] | ||
Debt Instrument [Line Items] | ||
Issue date | Dec. 30, 2015 | |
Maturity date | May 31, 2017 | |
Note amount | $ 70,000 | |
Interest rate per annum | 10.00% | |
Conversion rate | Fixed conversion price $0.50; or lessor of fixed conversion price $0.25 and 100% of 10 TD low VWAP (default condition) |
Convertible Promissory Notes 21
Convertible Promissory Notes (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Convertible Promissory Notes (Textual) | |||
Interest rate per annum | 10.00% | ||
Beneficial ownership and affiliates percentage | 9.99% | ||
Convertible notes, description | 1. The Holders have the right from and after the date of issuance, and until any time until the Notes are fully paid, to convert any outstanding and unpaid principal portion of the Notes, and accrued interest (10% rate), into fully paid and non–assessable shares of Common Stock (par value $.0001). 2. The Notes are convertible at a fixed conversion price of $0.50 or upon default, the lessor of fixed conversion price $0.25 and 100% of 10 trading day low VWAP (default condition). 3. Beneficial ownership is limited to 4.99% initially and upon the Holders request to 9.99%. 4. The Notes may be prepaid in whole or in part, at any time during the period beginning on the issue date and ending on the date which is maturity, beginning at 100% of the outstanding principal, accrued interest and certain other amounts that may be due and owing under the Notes. 5. In the event of default the Convertible Notes bear interest at 10% per annum and a 0% penalty rate. | ||
Convertible promissory note, amount | $ 7,131 | ||
Convertible notes accrued | 633,332 | ||
(Gain) loss on change in fair value of derivatives | $ 2,578 | $ (111) | |
Loss on conversion of notes | 151,202 | ||
Conversion of common shares value | $ 102,131 | ||
Conversion of common shares, shares | 633,332 | ||
Fair value of convertible notes | 253,333 | ||
Convertible Notes Payable [Member] | |||
Convertible Promissory Notes (Textual) | |||
Conversion of common shares value | $ 102,131 | ||
Conversion of common shares, shares | 633,332 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative Liabilities [Abstract] | ||
Notes face value | $ 95,000 | $ 95,000 |
Derivative value on issuance | 2,578 | |
Change in fair value during the period | $ 2,578 |
Derivative Liabilities (Detai23
Derivative Liabilities (Details 1) | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Derivative Liabilities [Line Items] | |
Dividend yield | 0.00% |
Risk-free rate for term | 0.65% |
Volatility | 182.50% |
Stock Price | $ 0.046 |
Maximum [Member] | |
Derivative Liabilities [Line Items] | |
Maturity dates | 1 year 5 months 1 day |
Minimum [Member] | |
Derivative Liabilities [Line Items] | |
Maturity dates | 1 year 4 months 6 days |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stockholders' Equity (Textual) | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 92,279,327 | 90,000,000 |
Common stock, shares outstanding | 92,279,327 | 90,000,000 |
Cash consideration for third party shares | 233,333 | |
Convertible notes on conversion shares | 633,332 | |
Common stock issued to investors in private placement | $ 213,619 | |
Cash advances for shares to be issued | $ 14,978 | |
Common stock issued to investors in private placement, shares | 1,412,662 | |
Shares issued | 133,334 | |
Cash consideration for third party value | $ 35,000 | |
Stockholders' equity note stock split, description | The Board of Directors and Shareholders of the Company approved a Certificate of Amendment to its Articles of Incorporation for a 1:15 forward split. As a result, the issued and outstanding shares of common stock of the Company increased from 6,000,000 shares prior to the Forward Split to 90,000,000 shares following the Forward Split. |
Related Party Transactions an25
Related Party Transactions and Balances (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transactions and Balances (Textual) | ||
Salaries and wages | $ 78,000 | $ 60,000 |
Due to stockholders | 4,849 | 4,849 |
Due to a related party | 980 | $ 980 |
Christopher Pay [Member] | ||
Related Party Transactions and Balances (Textual) | ||
Prepaid expenses | 90,090 | |
Advertising and promotion expenses | $ 55,548 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | ||
Net Loss for the year | $ (358,984) | $ (107,100) |
Expected Income Tax recovery | 125,644 | 37,485 |
Tax effect of expenses not deductible for income tax | ||
Change in derivative liabilities | 902 | |
Loss on conversion of debt | (851) | |
Amortization of debt discount | (52,921) | |
Change in valuation allowance | (72,775) | (37,485) |
Deferred tax assets, net of valuation allowance |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Tax Assets - Non-current: | ||
Tax effect of NOL Carryover | $ 115,059 | $ 42,284 |
Less valuation allowance | (115,059) | (42,284) |
Deferred tax assets, net of valuation allowance |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes (Textual) | ||
Percentage of taxes at Canadian and US corporate tax rate | 33.00% | 33.00% |
Net operating loss carryforwards | $ 328,740 | $ 120,811 |
Income tax, description | Offset against future taxable income from the year 2017 to 2037. |