Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2019shares | |
Document And Entity Information | |
Entity Registrant Name | BioCrude Technologies USA, Inc. |
Entity Central Index Key | 0001690384 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2019 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 000-55818 |
Entity's Reporting Status Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Entity Small Business | true |
Entity Shell Company | false |
Entity Interactive Data Current | Yes |
Entity Incorporation, State or Country Code | NV |
Entity Common Stock, Shares Outstanding | 50,483,836 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2019 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 559 | $ 13,829 |
Prepaid expenses | ||
TOTAL CURRENT ASSETS | 559 | 13,829 |
Property, plant and equipment | 24,600 | 27,145 |
TOTAL ASSETS | 25,159 | 40,974 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 22,824 | 4,253 |
Accounts payable and accrued liabilities - related parties | 91,416 | 83,301 |
Convertible notes | 33,334 | |
Loans payable | 154,425 | 136,354 |
TOTAL LIABILITIES | 268,665 | 257,242 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value shares authorized, 50,483,836 and 50,430,342 shares issued and outstanding as at September 30, 2019 and December 31, 2018, respectively | 50,484 | 50,430 |
Additional Paid in Capital | 7,617,783 | 7,472,119 |
Accumulated other comprehensive income | 28,633 | 28,631 |
Deficit | (7,938,972) | (7,766,354) |
TOTAL STOCKHOLDERS' DEFICIT ATTRIBUTABLE TO EQUITY SHAREHOLDERS' OF THE COMPANY | (242,072) | (215,174) |
NON-CONTROLLING INTEREST | (1,434) | (1,094) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 25,159 | $ 40,974 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 75,000,000 | 75,000,000 |
Common stock, issued | 50,483,836 | 50,430,342 |
Common stock, outstanding | 50,483,836 | 50,430,342 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
REVENUE | ||||
OPERATING EXPENSES | ||||
General and administrative | 56,764 | 57,795 | 156,123 | 852,117 |
Total operating expenses | 56,764 | 57,795 | 156,123 | 852,117 |
LOSS FROM OPERATIONS | (56,764) | (57,795) | (156,123) | (852,117) |
Interest expense | (8,624) | (1,532) | (16,836) | (26,472) |
Income tax expense | ||||
NET LOSS | (63,388) | (59,327) | (172,959) | (878,589) |
OTHER COMPREHENSIVE LOSS | ||||
Exchange differences on translating foreign operations | 18 | (727) | 3 | 45,854 |
TOTAL COMPREHENSIVE LOSS | (63,370) | (60,054) | (172,956) | (832,735) |
Net Loss Attributable to Equity shareholders of the Company | (63,388) | (59,327) | (172,618) | (832,735) |
Net Loss Attributable to Non-controlling interest | (341) | |||
NET LOSS | (63,388) | (59,327) | (172,959) | (878,589) |
Total Comprehensive Loss Attributable to Equity shareholders of the Company | (63,376) | (60,054) | (172,616) | (832,735) |
Total Comprehensive Loss Attributable to Non-controlling interest | 6 | (340) | ||
TOTAL COMPREHENSIVE LOSS | $ (63,370) | $ (60,054) | $ (172,956) | $ (832,735) |
Net loss per common share - basic and diluted (in dollars per share) | $ 0 | $ 0 | $ 0 | $ (0.02) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 50,474,908 | 50,116,655 | 50,458,104 | 50,116,655 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY DEFICIT (UNAUDITED) - USD ($) | Common Stock | Shares to be issued | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Deficit | Total equity attributable to equity shareholders of the Company | Noncontrolling Interest | Total |
Beginning balance at Dec. 31, 2018 | $ 50,430 | $ 7,472,119 | $ 28,631 | $ (7,766,354) | $ (215,174) | $ (1,094) | $ (216,268) | |
Beginning balance (in shares) at Dec. 31, 2018 | 50,430,342 | 398 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beneficial conversion feature | 16,667 | 16,667 | 16,667 | |||||
Foreign currency translation | 7 | 7 | 3 | 10 | ||||
Net loss | (58,203) | (58,203) | (341) | (58,544) | ||||
End balance at Mar. 31, 2019 | $ 50,430 | 7,488,786 | 28,638 | (7,824,557) | (258,703) | (1,432) | (258,135) | |
End balance (in shares) at Mar. 31, 2019 | 50,430,342 | 398 | ||||||
Beginning balance at Dec. 31, 2018 | $ 50,430 | 7,472,119 | 28,631 | (7,766,354) | (215,174) | (1,094) | (216,268) | |
Beginning balance (in shares) at Dec. 31, 2018 | 50,430,342 | 398 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock issued for services | 36,000 | |||||||
Net loss | (172,959) | |||||||
End balance at Sep. 30, 2019 | $ 50,484 | 7,617,783 | 28,633 | (7,938,972) | (242,072) | (1,434) | (243,506) | |
End balance (in shares) at Sep. 30, 2019 | 50,483,836 | |||||||
Beginning balance at Mar. 31, 2019 | $ 50,430 | 7,488,786 | 28,638 | (7,824,557) | (258,703) | (1,432) | (258,135) | |
Beginning balance (in shares) at Mar. 31, 2019 | 50,430,342 | 398 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Shares issued (in shares) | 398 | (398) | ||||||
Foreign currency translation | (17) | (17) | (8) | (25) | ||||
Net loss | (51,027) | (51,027) | (51,027) | |||||
End balance at Jun. 30, 2019 | $ 50,430 | 7,488,786 | 28,621 | (7,875,584) | (307,747) | (1,440) | (309,187) | |
End balance (in shares) at Jun. 30, 2019 | 50,430,740 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock issued for services | $ 2 | 5,998 | 6,000 | $ 6,000 | ||||
Stock issued for services (in shares) | 1,500 | 1,500 | ||||||
Stock issued for convertible debts | $ 40 | 59,960 | 60,000 | $ 60,000 | ||||
Stock issued for convertible debts (in shares) | 40,000 | |||||||
Stock issued for cash | $ 12 | 46,372 | 46,384 | $ 46,384 | ||||
Stock issued for cash (in shares) | 11,596 | 11,596 | ||||||
Beneficial conversion feature | 16,667 | 16,667 | $ 16,667 | |||||
Foreign currency translation | 12 | 12 | 6 | 18 | ||||
Net loss | (63,388) | (63,388) | (63,388) | |||||
End balance at Sep. 30, 2019 | $ 50,484 | $ 7,617,783 | $ 28,633 | $ (7,938,972) | $ (242,072) | $ (1,434) | $ (243,506) | |
End balance (in shares) at Sep. 30, 2019 | 50,483,836 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASHFLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (172,959) | $ (832,735) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Accretion and interest expenses | 16,836 | |
Amortization | 2,545 | |
Stock issued for services | 36,000 | |
Forgiveness accrued interest | (1,302) | |
Foreign exchange | 1,115 | |
Stock-based compensation | 669,009 | |
Changes in operating assets and liabilities | ||
Prepaid expenses | (17,874) | |
Accounts payable and accruals | 18,434 | (6,119) |
Accounts payable and accrued liabilities - related party | 9,417 | (132,473) |
Net cash used in operating activities | (89,914) | (320,192) |
CASH FLOWS FROM FINANCING ACTIVIITIES: | ||
Proceeds from (net of repayments of) convertible debts | 20,000 | 348,791 |
Proceeds (repayments) from private placements (subscriptions) | 46,384 | (20,387) |
Proceeds (repayments) of loans payable | 10,257 | (31,150) |
Net cash provided by financing activities | 76,641 | 297,254 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property, plant and equipment | ||
Net cash used in investing activities | ||
Effect of exchange rate changes on cash | 3 | |
CHANGE IN CASH DURING THE PERIOD | (13,270) | (22,938) |
CASH BEGINNING | 13,829 | 76,839 |
CASH ENDING | 559 | 53,901 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | ||
Interest paid | ||
Non-cash investing and financing activities: | ||
Beneficial conversion feature discount related to the issuance of convertible debt | 19,340 | |
Conversion of convertible debt to common stock | 60,000 | 319,882 |
Stock issued for services | 36,000 | |
Forgiveness accrued interest | $ 1,302 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 Nature of Operations Biocrude Technologies USA, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on December 29, 2015. The Company’s principal business objective is to provide resource management expertise and services, catering to commercial, municipal, and industrial customers, primarily in the areas of solid waste management and recycling services. Interim Financial Statements The unaudited interim consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2018 included in the Company’s 2018 annual report on Form 10-K, filed with the SEC. The unaudited interim consolidated financial statements should be read in conjunction with those financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine-month period ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. Going Concern The Company’s consolidated financial statements are prepared on a going concern basis in accordance with United States generally accepted accounting principles (“US GAAP”) which contemplate the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company has not generated operating revenues to date, and has accumulated losses of $7,938,972 since inception. The Company has funded its operations through the issuance of capital stock, convertible debt, loans, and advances from related parties. Management plans to raise additional funds through equity and/or debt financings. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The Company’s ability to continue its operations as a going concern, realize the carrying value of its assets, and discharge its liabilities in the normal course of business is dependent upon its ability to raise new capital sufficient to fund its commitments and ongoing losses, and ultimately on generating profitable operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and Principles of Consolidation These consolidated financial statements and related notes are presented in accordance with US GAAP and are presented in United States dollars. The accompanying consolidated financial statements include the accounts of its 70% owned subsidiary, Biocrude Technologies (Hong Kong) Limited (“Biocrude HK”). All significant inter-company transactions and balances have been eliminated upon consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Significant areas requiring management’s estimates and assumptions include determining the fair value of transactions involving shares common stock. Actual results could differ from those estimates. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, payables to related parties, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 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 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. ASC 820 describes three levels of inputs that be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company’s financial assets and liabilities are subsequent measured at amortized cost, but their carrying amount approximates their fair value due to the short period of time until maturity. Foreign Currency Translation and Transaction The Company’s presentation currency is the U.S dollar. The functional currency of Biocrude USA and Biocrude HK is U.S dollar and Hong Kong dollar, respectively. Assets and liabilities of the foreign operations are translated to the U.S dollar using the exchange rate at period end, and income, expenses and cash flow items are translated using the rate approximates the exchange rates at the dates of the transactions (i.e. the average rate for the period). All resulting exchange differences recognized directly in other comprehensive income (loss). Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing at the dates of the transactions. At each statement of financial position date, monetary assets and liabilities are translated using the period end foreign exchange rate. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. Non-monetary assets and liabilities that are stated at fair value are translated using the historical rate on the date that the fair value was determined. All gains and losses on translation of these foreign currency transactions are included in profit or loss. Cash and cash equivalents Cash and cash equivalents consist of cash balances and highly-liquid instruments with an original maturity of three months or less. As at September 30, 2019, the Company does not have cash equivalents. Property, plant and equipment Property, plant and equipment are recorded at cost and depreciated to its estimated residual values using the straight-line method over its estimated useful lives of 8 years. Share-based Expense ASC 718, “ Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “ Equity – Based Payments to Non-Employees.” Income Taxes The Company has elected to account for income taxes using the taxes payable method. The taxes payable and provision for income taxes are based on the corporate income tax returns filed. There is no adjustment for income taxes related to temporary differences and no recognition of the benefit of income tax losses carried forward resulting from the net operating loss in the current period. Leases Effectively January 1, 2018, the Company adopted ASC Leases which requires a lessee to recognize the assets and liabilities that arise from leases, including operating leases. Under the new requirements, a lessee will recognize in the balance sheet a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of twelve months or less, the lessee is permitted to make an accounting policy election not to recognize lease assets and lease liabilities by class of underlying assets. The Company did not enter into any significant operating leases for the nine months ended September 30, 2019 and did not have any significant leases as at December 31, 2018. Adoption of this standard does not have material impact on the Company’s interim consolidated financial statements. Earnings Per Share Information FASB ASC 260, “Earnings Per Share” provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net loss available to common shareholders by the weighted average 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 similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 3 – CONVERTIBLE NOTES In Q1 2019, the Company issued a convertible note for proceed of $10,000. The convertible note bears interest rate of 4% and is convertible into common stock of the Company at a fixed price of $1.50 per share any time prior to its maturity date of December 31, 2019. On initial recognition, the Company recognized a beneficial conversion feature of $16,667. No convertible notes were issued in Q2 2019. In Q3 2019, the Company issued a convertible note for proceeds of $10,000, The convertible note bears interest rate of 4% and is convertible into common stock of the Company at a fixed price of $1.50 per share any time prior to its maturity date of December 31, 2019. On initial recognition, the Company recognized a beneficial conversion feature of $16,667. In Q3 2019, the Company issued 40,000 common shares of the Company for conversion of 4 convertible notes, for a total amount of $60,000, with the accrued interest of same being waived as part of the conversion settlement. All remaining unamortized beneficial conversion was recognized as an expenses upon the conversion settlement. As at September 30, 2019, there are no outstanding convertible loans. Details of convertible notes as at September 30, 2019 is as follows: Maturity date Conversion Price September 30, 2019 December 31, 2018 December 31, 2019 $ 1.50 $ — $ 20.000 December 31, 2019 $ 1.50 — 20,000 Total principal outstanding $ — $ 40,000 Less: Beneficial conversion feature unamortized — (6,667 ) $ — $ 33,333 |
LOANS PAYABLE
LOANS PAYABLE | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 4 – LOANS PAYABLE As of September 30, 2019, the Company has loans payable of $132,018 (December 31, 2018 – $118,161) in principal and accrued interest of $22,407 (December 31, 2018 - $18,057) outstanding. These loans bear an interest rate of 4%, are unsecured and will mature on December 31, 2019. Included in the balance of loans payable as at September 30, 2019, $47,368 (December 31, 2018 - $34,280) was due to a director of the Company. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED PARTY TRANSACTIONS As at September 30, 2019, the “CEO” of the Company and a director had advanced the Company a cumulative $91,416 (2018 - $83,301) net of repayments for the payment of the Company’s operating expenses. These amounts are unsecured, without interest and payable on demand and are included in accounts payable and accrued liabilities – related parties. |
SHARE CAPITAL
SHARE CAPITAL | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
SHARE CAPITAL | NOTE 6 The Company is authorized to issue up to 75,000,000 shares of common stock at par value $0.001 per share. As at September 30, 2019, the Company had 50,483,836 (December 31, 2018 - 50,430,342) shares of common stock issued and outstanding, respectively. In Q3 2019, the Company issued 11,596 shares of the Company’s common stock for cash proceeds of $46,384 as a price of $4 per share of capital stock of the Company. In Q3 2019, the Company issued 40,000 shares of the Company’s common stock for conversion of 4 convertible notes, for a total amount of $60,000 (note 3). The Company also issued 1,500 of its common stock to persons for services rendered with a value of $6,000 estimated using the Q3 2019 private placement per share value. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 There are no subsequent events. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation and Principles of Consolidation | Basis of presentation and Principles of Consolidation These consolidated financial statements and related notes are presented in accordance with US GAAP and are presented in United States dollars. The accompanying consolidated financial statements include the accounts of its 70% owned subsidiary, Biocrude Technologies (Hong Kong) Limited (“Biocrude HK”). All significant inter-company transactions and balances have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Significant areas requiring management’s estimates and assumptions include determining the fair value of transactions involving shares common stock. Actual results could differ from those estimates. |
Fair Value Measurements | Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, payables to related parties, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 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 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. ASC 820 describes three levels of inputs that be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company’s financial assets and liabilities are subsequent measured at amortized cost, but their carrying amount approximates their fair value due to the short period of time until maturity. |
Foreign Currency Translation and Transaction | Foreign Currency Translation and Transaction The Company’s presentation currency is the U.S dollar. The functional currency of Biocrude USA and Biocrude HK is U.S dollar and Hong Kong dollar, respectively. Assets and liabilities of the foreign operations are translated to the U.S dollar using the exchange rate at period end, and income, expenses and cash flow items are translated using the rate approximates the exchange rates at the dates of the transactions (i.e. the average rate for the period). All resulting exchange differences recognized directly in other comprehensive income (loss). Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing at the dates of the transactions. At each statement of financial position date, monetary assets and liabilities are translated using the period end foreign exchange rate. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. Non-monetary assets and liabilities that are stated at fair value are translated using the historical rate on the date that the fair value was determined. All gains and losses on translation of these foreign currency transactions are included in profit or loss. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash balances and highly-liquid instruments with an original maturity of three months or less. As at September 30, 2019, the Company does not have cash equivalents. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are recorded at cost and depreciated to its estimated residual values using the straight-line method over its estimated useful lives of 8 years. |
Share-based Expense | Share-based Expense ASC 718, “ Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “ Equity – Based Payments to Non-Employees.” |
Income Taxes | Income Taxes The Company has elected to account for income taxes using the taxes payable method. The taxes payable and provision for income taxes are based on the corporate income tax returns filed. There is no adjustment for income taxes related to temporary differences and no recognition of the benefit of income tax losses carried forward resulting from the net operating loss in the current period. |
Leases | Leases Effectively January 1, 2018, the Company adopted ASC Leases which requires a lessee to recognize the assets and liabilities that arise from leases, including operating leases. Under the new requirements, a lessee will recognize in the balance sheet a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of twelve months or less, the lessee is permitted to make an accounting policy election not to recognize lease assets and lease liabilities by class of underlying assets. The Company did not enter into any significant operating leases for the nine months ended September 30, 2019 and did not have any significant leases as at December 31, 2018. Adoption of this standard does not have material impact on the Company’s interim consolidated financial statements. |
Earnings Per Share Information | Earnings Per Share Information FASB ASC 260, “Earnings Per Share” provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net loss available to common shareholders by the weighted average 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 similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding. |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes | As at September 30, 2019, there are no outstanding convertible loans. Details of convertible notes as at September 30, 2019 is as follows: Maturity date Conversion Price September 30, 2019 December 31, 2018 December 31, 2019 $ 1.50 $ — $ 20.000 December 31, 2019 $ 1.50 — 20,000 Total principal outstanding $ — $ 40,000 Less: Beneficial conversion feature unamortized — (6,667 ) $ — $ 33,333 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated losses | $ (7,938,972) | $ (7,766,354) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Property, plant and equipment useful lives | 8 years |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Maturity date | Dec. 31, 2019 | Dec. 31, 2019 | ||
Total principal outstanding | $ 40,000 | |||
Less: Beneficial conversion feature unamortized | (6,667) | |||
Convertible notes | 33,334 | |||
Convertible Notes [Member] | ||||
Maturity date | Dec. 31, 2019 | |||
Conversion price (in dollars per share) | $ 1.50 | $ 1.50 | ||
Total principal outstanding | 20,000 | |||
Convertible Notes Two [Member] | ||||
Maturity date | Dec. 31, 2019 | |||
Conversion price (in dollars per share) | $ 1.50 | $ 1.50 | ||
Total principal outstanding | $ 20,000 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Mar. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Proceeds from convertible notes | $ 10,000 | $ 10,000 |
Interest rate | 4.00% | 4.00% |
Weighted average price of common stock | $ 1.50 | $ 1.50 |
Maturity date | Dec. 31, 2019 | Dec. 31, 2019 |
Beneficial Conversion Feature | $ 16,667 | |
Debt Conversion, Converted Instrument, Shares Issued | 40,000 | |
Debt Conversion, Converted Instrument, Amount | $ 60,000 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Interest rate | 4.00% | 4.00% | ||
Loans payable | $ 132,018 | $ 132,018 | $ 118,161 | |
Maturity date | Dec. 31, 2019 | Dec. 31, 2019 | ||
Accrued interest | $ 22,407 | 22,407 | 18,057 | |
Director [Member] | ||||
Loans payable | $ 47,368 | $ 47,368 | $ 34,280 | |
Loans Payable [Member] | ||||
Interest rate | 4.00% | |||
Maturity date | Dec. 31, 2019 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Chief Executive Officer [Member] | ||
Advances from related parties | $ 91,416 | $ 83,301 |
Related Parties [Member] | Loans Payable [Member] | ||
Description of collateral | Loan is unsecured | |
Description of interest rate terms | Bears no interest | |
Description of repayment terms | Loan is repayable on demand |
SHARE CAPITAL (Details Narrativ
SHARE CAPITAL (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Equity [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, authorized | 75,000,000 | 75,000,000 | 75,000,000 | |
Common stock, issued | 50,483,836 | 50,483,836 | 50,430,342 | |
Common stock, outstanding | 50,483,836 | 50,483,836 | 50,430,342 | |
Stock issued for cash | $ 46,384 | |||
Stock issued for cash (in shares) | 11,596 | |||
Share Price (in dollars per share) | $ 4 | $ 4 | ||
Debt Conversion, Converted Instrument, Shares Issued | 40,000 | |||
Debt Conversion, Converted Instrument, Amount | $ 60,000 | |||
Stock issued for services | $ 6,000 | $ 36,000 | ||
Stock issued for services (in shares) | 1,500 |