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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number: 000-53164
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EPOXY INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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N/A
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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2518 Anthem Village Drive, Suite 100,
Henderson, Nevada
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89052
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(Address of principal executive offices)
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(Zip Code)
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702 350-2449
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(Registrant's telephone number, including area code)
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Yes
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No
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Yes
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No
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Yes
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No
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Yes
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No
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Large accelerated filer[ ]
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Accelerated filer [ ]
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Non-accelerated filer[ ] (Do not check if a smaller reporting company)
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Smaller reporting company [X]
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Emerging growth company [X]
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Exhibit Description
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Filed herewith
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Exhibit
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31.1
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31.2
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32.1
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101
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Epoxy Inc.
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Date: June 21, 2018
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By:
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/s/David Gasparine
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Name: David Gasparine
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Title: Principal Executive Officer, Principal Financial Officer, President and Director
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Signature
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Title
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Date
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/s/David Gasparine
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Director, CEO, President, CFO (Principal Executive Officer) (Principal Financial Officer)
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June 21, 2018
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Name: David Gasparine
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/s/ Jason Woywod
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Director
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June 21, 2018
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Name: Jason Woywod
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/s/John Harney
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Director and Treasurer
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June 21, 2018
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Name: John Harney
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(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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Date: June 21, 2018
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By:
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/s/ David Gasparine | |
David Gasparine | |||
Title: Principal Executive Officer | |||
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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Date: June 21, 2018
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By:
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/s/ David Gasparine | |
Name: David Gasparine | |||
Title: Principal Financial Officer | |||
(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: June 21, 2018
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By:
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/s/David Gasparine | |
Name:
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David Gasparine
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Title:
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Principal Executive, Financial and Accounting Officer
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Document and Entity Information - USD ($) |
12 Months Ended | ||
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Dec. 31, 2017 |
May 30, 2018 |
Jun. 30, 2017 |
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Document and Entity Information [Abstract] | |||
Entity Registrant Name | Epoxy, Inc. | ||
Entity Central Index Key | 0001428816 | ||
Trading Symbol | EPXY | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2017 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Public Float | $ 639,798 | ||
Entity Common Stock, Shares Outstanding | 1,602,995,014 |
Consolidated Balance Sheets (Parenthetical) - $ / shares |
Dec. 31, 2017 |
Dec. 31, 2016 |
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Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 4,450,000,000 | 4,450,000,000 |
Common stock, shares issued | 1,602,995,014 | 532,940,996 |
Common stock, shares outstanding | 1,602,995,014 | 532,940,996 |
Series A Preferred share | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 35,000,000 | 35,000,000 |
Preferred stock, shares issued | 25,080,985 | 25,080,985 |
Preferred stock, shares outstanding | 25,080,985 | 25,080,985 |
Series B Preferred shares | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Consolidated Statements of Operations - USD ($) |
12 Months Ended | |
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Dec. 31, 2017 |
Dec. 31, 2016 |
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Income Statement [Abstract] | ||
Revenue | $ 107,267 | $ 29,415 |
Operating Expenses | ||
Depreciation | 5,662 | |
Software research and development | 14,366 | 26,861 |
General and administrative expenses | 247,721 | 256,958 |
Total operating expenses | 262,087 | 289,481 |
Loss from operations | (154,820) | (260,066) |
Other Income (Expenses): | ||
(Loss) on disposal of fix assets | (3,774) | |
Gain (loss) on change in fair value of derivative liabilities | (763,687) | (327,142) |
Recovered loss on debt settlement | 9,000 | |
Interest expenses | (129,761) | (214,963) |
Total other income (expenses) | (893,448) | (536,879) |
Income (loss) before taxes | (1,048,268) | (796,945) |
Income tax (expense) benefit | ||
Net income (loss) | $ (1,048,268) | $ (796,945) |
Net income (loss) per share - basic and diluted | $ (0.00) | $ (0.00) |
Weighted average shares outstanding - basic and diluted | 1,497,683,080 | 420,576,752 |
Description of Business and Basis of Presentation |
12 Months Ended |
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Dec. 31, 2017 | |
Description of Business and Basis of Presentation [Abstract] | |
Description of business and basis of presentation | Note 1 – Description of business and basis of presentation Organization and nature of business Epoxy, Inc. (the "Company") was incorporated in the State of Nevada on November 13, 2007 as Rioridge Resources Corp. On July 22, 2008, the Company changed its name to Neohydro Technologies Corp. On August 1, 2014, the Company's name changed from Neohydro Technologies Corp. to Epoxy, Inc. in furtherance of actions taken on May 23, 2014, when the Board of Directors of the Company (the "Board") approved and recommended to the Majority Stockholders that they approve the name change. On May 27, 2014, the Majority Stockholders approved the name change by written consent in lieu of a meeting, in accordance with Nevada law. On August 4, 2014, the Company submitted the name change to FINRA for their review and approval, as well as the approval of a symbol change from NHYT to EPXY. The Company filed an amendment to our Articles of Incorporation with the Secretary of State of Nevada changing our name to Epoxy, Inc. effective on August 1, 2014. On March 16, 2016 pursuant to approval by the board of directors and shareholders, the Company filed an Amendment to its Articles of Incorporation increasing the authorized shares to 900,000,000 with 850,000,000 common and 50,000,000 preferred shares. On September 28, 2016, the Company's board of directors and majority shareholder approved a further increase of the Company's authorized share capital from 850,000,000 common shares to 1,950,000,000 common shares. The Company filed the amendment with the State of Nevada on November 21, 2016. On November 7, 2017, the Company's board of directors and majority shareholder approved a further increase of the Company's authorized share capital from 1,950,000,000 common shares to 4,450,000,000 common shares. The Company filed the amendment with the State of Nevada on January 11, 2018. The Company, through its wholly owned subsidiary, Couponz,
Inc., is the developer of Epoxy app, an application or "app" for iPhone iOS and Android operating systems. Epoxy is an innovative smart phone application designed and created to conveniently connect business owners and consumers in order to ease marketing frustrations. The mobile app gives loyal customers the ease of keeping track of rewards and punch cards all in one place while also giving opportunities to review and share businesses with friends. In turn, Epoxy provides businesses the ability to reward customers, share offers, and deliver information about special events with their customers. |
Summary of Significant Accounting Policies |
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Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Principal of Consolidation These consolidated financial statements include the accounts of Epoxy, Inc. and its wholly-owned subsidiary, Couponz, Inc. All intercompany balances and transactions have been eliminated in consolidation. Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities, debt discounts and common stock issued for assets, services or in settlement of obligations. Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets. During the year ended December 31, 2017 and December 31, 2016, the depreciation expense was $0 and $5,662, respectively.
Software costs incurred internally in creating computer software products are expensed until technological feasibility has been established upon completion of a detailed program design. Thereafter, all software development costs are capitalized until the point that the product is ready for sale and are subsequently reported at the lower of unamortized cost or net realizable value. The Company periodically reviews capitalized software costs for impairment where the fair value is less than the carrying value. As of December 31, 2017, and 2016, all capitalized software costs related to the development of the application were expensed because development was complete, and the useful life of the development is less than one year. Research and Development Costs The Company charges research and development costs with respect to software improvements to expense when incurred in accordance with FASB ASC 730, "Research and Development". Research and development costs were $14,366 and $26,861 for the year ended December 31, 2017 and 2016, respectively. Trademark and Patent (Intangible assets) Trademark and patent are recorded at cost. Amortization on trademark and patent are determined by their economic life. Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. This typically occurs when customers are invoiced for their monthly membership fee. Participants in the program pay a monthly subscription fee per retail location, at the start of each month, which amount is immediately recorded as revenue. A notice period of 30 days is required to terminate any services with no refunds payable. Revenue in respect of our development contracts with third parties for the use of our app, including customization of our Epoxy app for particular clients, is recognized when the services have been rendered in full or as set out under the benchmark terms of each respective contract. During fiscal 2016 the Company recorded $101,400 as deferred revenue in respect to certain contracts that have not been rendered in full. Of this amount the Company completed services and recorded as revenue $29,000 during fiscal 2017 and the remaining balance of $72,400 has been reallocated to other liabilities as the Company is in negotiation with customers for contracts terminated or suspended. Concentrations Accounts receivable As at December 31, 2017 (2016 - $0) one customer accounted for 100% of our accounts receviable balance. Revenue For the year ended December 31, 2017 (2016 - 0%) one customer to whom we provide application services in each of their Canadian and US operating divisions accounted for approximately
55% of revenues. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the years ended December 31, 2017 and 2016, there was no impairment of long-lived assets. Allowance for Doubtful Accounts We establish an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. We do not generally require collateral for our accounts receivable. Our allowance for doubtful accounts was $0 as of December 31, 2017 and 2016, and we wrote off a total of $880 in the fiscal year ended December 31, 2016. FASB ASC 820, Fair Value Measurements and Disclosures, 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. FASB 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. FASB ASC 820 describes three levels of inputs that may be used to measure fair value: Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument. The following table provides a summary of the fair value of our derivative liabilities as of December 31, 2017 and December 31, 2016:
Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification ("ASC") Topic 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. Stock based compensation We account for stock based compensation in accordance with ASC 718 which requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. For stock-based awards granted on or after January 1, 2006, stock-based compensation expense is recognized on a straight-line basis over the requisite service period. In prior years, we accounted for stock-based awards under APB No. 25, "Accounting for Stock Issued to Employees." We account for non-employee share-based awards in accordance with ASC 505-50. Loss per Common Share In accordance with ASC Topic 280 – "Earnings
Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. A separate computation of diluted earnings (loss) per share is not presented.
Reclassification Certain reclassifications have been made to the prior period's financial statements to conform to the current period's presentation. In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business" with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years with early adoption permitted. This guidance will be applied prospectively to any transactions occurring within the period of adoption. In January 2017, the FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment" that eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, an impairment charge will be based on the excess of a reporting unit's carrying amount over its fair value (i.e., measure the charge based on Step 1 of the current goodwill impairment test). This guidance is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019, with early adoption permitted for annual and interim goodwill impairment testing dates after January 1, 2017. This guidance will be adopted on a prospective basis. In March 2017, the FASB issued ASU 2017-08, "Premium Amortization on Purchased Callable Debt Securities" that shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. This guidance is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years with early adoption permitted. This guidance will be adopted using a modified retrospective transition approach. The adoption of this guidance is not expected to materially impact our results of operations, financial condition or
liquidity. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. The new guidance provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The accounting standard update will be effective for The Company beginning January 1, 2018 on a prospective basis, and early adoption is permitted. The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements. In August of 2017, the FASB issued guidance to better align the financial reporting related to hedging activities with the economic objectives of those activities and to simplify the application of current hedge accounting guidance. Entities are required to apply the guidance using a modified retrospective method as of the period of adoption. This guidance is effective for annual and interim periods beginning after December 31, 2018. Early adoption is permitted. Management is evaluating Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption. |
Going Concern |
12 Months Ended |
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Dec. 31, 2017 | |
Going Concern [Abstract] | |
Going Concern | Note 3 – Going Concern For the year ended December 31, 2017, the Company used net cash in operations of $68,722. In addition, the Company had a working capital deficit as of December 31, 2017. The Company believes that its existing capital resources may not be adequate to enable it to continue to execute its operating plan. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. While revenue increased substantially in fiscal 2017, the Company estimates that it will require additional cash resources during 2018 based on its current operations and condition. The Company expects cash flows from operating activities to continue to improve, primarily as a result of an increase in revenue and a decrease in certain operating expenses, although there can be no assurance thereof. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.
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Loans Payable |
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Loans Payable/Convertible Notes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loans Payable | Note 4- Loans Payable The Company has received loans from arms length third parties in prior fiscal years in the gross amount of $32,000, accruing interest at rates of between 5% and 10% with default interest rates of between 10% and $16%. The loans are in default and due on demand as at December 31, 2017 and December 31, 2016:
On July 13, 2016, a total of $15,000 in principal and $6,031 in accrued interest payable to Andara Investments Limited (formerly known as Adam's Ale) was acquired by GW Holdings Group LLC. The Company issued a convertible replacement note in the principal amount of $21,031 to GW on July 21, 2016. (ref Note 5- Convertible Notes (8)) |
Convertible Notes |
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Loans Payable/Convertible Notes [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes | Note 5- Convertible Notes At December 31, 2017 and December 31, 2016, convertible notes payable consisted of the following:
On November 27, 2012, the Company entered certain convertible loan agreements with four (4) investors. The Company received a total of $125,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.0005 per share. On the date of the agreements, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $125,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $0. The carrying value will be accreted over the term of the convertible debentures up to its face value of $125,000. On August 1, 2014, the Company successfully amended the terms of the aforementioned loan agreements. Under the amended terms, a total of $125,000 originally available for conversion into 250,000,000 shares of common stock at $0.0005 per share was
amended to reflect a fixed conversion price of $0.005 per share for a total of 25,000,000 shares of common stock, if converted. The Company analyzed the above amendment under ASC 470-60 and concluded that the amendment to the conversion terms qualified as a substantial modification, and as such the remaining unamortized discount of $88,184 as of the amendment date, was recorded as loss on extinguishment of debt. The Company recalculated the intrinsic value of the embedded beneficial conversion feature of $125,000, which amount was recorded as the discount on the amended convertible notes. The carrying value will be accreted over the term of the convertible notes up to their face value of $125,000. Concurrently, in August 2014, the conversion features in respect to these notes became tainted upon the issuance of other variable rate convertible debt. Accordingly, we accounted for the conversion options in respect to these notes as derivative liabilities. On July 16, 2015, the Company again amended the terms of the convertible loan agreements for a total of $125,000 to extend the maturity date from November 27, 2015 to April 16, 2016. Subsequently, the parties agreed the notes would mature on January 1, 2017. The notes were further modified whereby they do not become convertible until maturity. Upon the change to the terms of the convertible notes, the Company analyzed the conversion feature for derivative accounting consideration under FASB ASC 470 and determined that the conversion feature would not create embedded derivatives until maturity, January 1, 2017. Further upon maturity, and due to the continuing existence of other variable rate convertible debt, we accounted for the conversion options in respect to these notes as derivative liabilities. The carrying value of these convertible notes is as follows: As at December 31, 2017 and December 31, 2016, the carrying values of the convertible debenture was $125,000. During the years ended December 31, 2017 and 2016, accrued convertible interest thereon was $12,500. The notes came due on January 1, 2017 and are currently in default.
On January 13, 2015, the Company entered into a Securities Purchase Agreement ("SPA") with Adar Bays, LLC ("Adar") a Florida Limited Liability company where under the Company has issued two 8% convertible redeemable notes in the aggregate principal amount of $150,000 with the first note being $75,000 and the second note being $75,000, convertible into shares of the Company's common stock with a maturity date one year after issuance or January 13, 2016. The first of the two notes (the "First Note") shall be paid for by Adar upon execution of the SPA, and the second note (the "Second Note") shall initially be paid for by the issuance of an offsetting $75,000 secured note issued to the Company by Adar ("Buyer Note"), provided that prior to conversion of the Second Note, Adar must have paid off the Buyer Note in cash. Under the terms of the First Note, at any time after 180 days, the holder may elect to convert all or part of the face value of the note into shares of the Company's common stock without restrictive legend at a price ("Conversion Price") for each share of Common Stock equal to 52% of the lowest trading price of the Company's common stock for the twelve prior trading days including the day upon which a Notice of Conversion is received by the Company. If the shares are not delivered in 3 business days, to the holder, the
Notice of Conversion may be rescinded. Under the terms of the Second Note, the holder is entitles at its option, after the expiration of the requisite Rule 144 holding period and after full cash payment for the promissory note issued by the holder to the Company simultaneously with the issuance by the Company of this note (the "Holder Issued Note") to convert all or part of the Note then outstanding into shares of the Company's common stock equal to 52% of the lowest trading price of the Company's common stock for the twelve prior trading days including the day upon which a Notice of Conversion is received by the Company. If the shares are not delivered in 3 business days, to the holder, the Notice of Conversion may be rescinded. With respect to the First and Second Notes, in the event that the Company experiences a DTC "Chill" on its shares the conversion price shall be decreased to 42% instead of 52% while the "Chill" is in effect, and in no event shall the holder be allowed to effect a conversion, if such conversion, along with other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. Further, with respect to the Second note, in the event the Company is not "Current" in its SEC filings at the time the note is cash funded, the discount shall be decreased to 40% instead of 52%. In respect of the First and Second notes interest on any unpaid principal balance of the Notes shall be paid by the Company in common stock (the "Interest Shares"). The Holder may at any time send a Notice of Conversion for Interest Shares based on the aforementioned formula for all or part of interest payable. During the first 180 days the Company may redeem the First Note by paying to the holder an amount as follows: (i) if the redemption is in the first 90 days the note is in effect an amount equal to 125% of the unpaid principal amount of the note along with accrued interest; (ii) if the redemption is after the 91st day the note is in effect then the Company may redeem the note in an amount equal to 135% of unpaid principal and interest. The note is not redeemable after 180 days. The Second Note may not be prepaid, except that if the First Note is redeemed by the Company within 6 months of the issuance date of such note, the obligations of the Company under the Second Note will be automatically deemed satisfied and the Second Note and the Holder Note will be deemed canceled and of no further force or effect. On January 15, 2015, the Company received net proceeds from Adar totaling $63,750 with respect to the First Note in the total gross amount of $75,000. Financing fees of $7,500 and legal fees of $3,750 were paid. As of December 31, 2015, the principal amount of 75,000 and all accrued interest payable of $3,934 with respect to this convertible note was paid in full with the issuance of 18,902,736 shares of common stock. On December 1, 2015, upon receipt of a conversion notice from one of its convertible note holders, the Company issued 2,489,435 shares of common stock to the Note holder. Subsequent to the fiscal year end the Company advised the Note holder of an error in their calculations and it was agreed the Note holder would provide additional cash proceeds of $9,000 in respect of the purchase price of the shares. As a result of the error during fiscal 2015, the Company recorded a loss on debt settlement in the amount of $16,183 in respect to this over issuance of shares. On March 8, 2016, the Company received $9,000 from the aforementioned note holder in respect of the 2,489,435 shares which amount was recorded as a recovered loss on issuance of shares for the year ended December 31, 2016.
On July 14, 2015, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds totaling $90,000 from total loan proceeds of $102,000, which bears interest at 8% per annum and is due on January 14, 2016. Financing
fees of $10,000 and legal fees of $2,000 were paid in respect of the note. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. During the period ended May 31, 2016, the noteholder gave notice of conversion and the Company issued 96,876,179 shares of its common stock in full satisfaction of the entire principal of $102,000 and accrued interest balance of $5,498.
On July 29, 2015 the Company entered into a convertible loan agreement with an investor. The Company received net proceeds of $75,000 from total loan proceeds of $84,000 which bears interest at 8% per annum and is due on July 29, 2016. An original issue discount of $6,000 and legal fees of $3,000 were paid in respect of the note. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at 58% multiplied by the lowest intra-day trade price in the twenty (20) Trading Days immediately preceding the applicable Conversion, provided that if at any time the lowest intra-day trade price in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.01, then in such event the then-current Conversion Factor shall be reduced by 5% for all future Conversions. During the period ended June 30, 2016, the noteholder gave notice of conversion and the Company issued 98,107,485 shares of its common stock in full satisfaction of the entire principal of $84,000 and accrued interest balance of $4,580.
On August 3, 2015, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds of $50,000 from total loan proceeds of $56,000, which bears interest at 8% per annum and is due on August 3, 2016. Financing fees of $3,500 and legal fees of $2,500 were paid in respect of the note. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. During the period ended May 31, 2016, the noteholder gave notice of conversion and the Company issued 62,413,844 shares of its common stock in full satisfaction of the entire principal of $56,000 and accrued interest balance of $3,052.
On January 25, 2016, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds of $30,000 from total loan proceeds of $35,000, which bears interest at 8% per annum and is due on January 25, 2017. Financing fees of $3,000 and legal fees of $2,000 were paid in respect of the note. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of 52% of the lowest trading prices for the previous twelve (12) trading days to the date of conversion. In January 2017, the noteholder gave notice of conversion and the Company issued 290,187,136 shares of its common stock in full satisfaction of the entire principal of $35,000 and accrued interest balance of $2,792 with $3,520 in transfer agent fees.
On May 20, 2016, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds of $46,000 from total loan proceeds of $41,500, which bears interest at 8% per annum and is due on May 24, 2017. Financing fees of $2,500 and legal fees of $2,000 were paid in respect of the note. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. During the three month period ended March 31, 2017 the noteholder gave notice of conversion and the Company issued 726,933,349 shares of its common stock in full satisfaction of the entire principal of $46,000 and accrued interest balance of $2,625 On January 11, 2017, the Company received net proceeds of $41,500 with respect to the backend feature of this Convertible Note. Financing fees of $2,500 and legal fees of $2,000 were paid in respect of the backend note which bears interest at 8% per annum and is due on May 24, 2017. During the quarter ended June 30, 2017 the convertible note fell into default due to the Company failure to be current in its filings with the Securities and Exchange Commission. Upon an event of default, the interest rate is increased to 24% per annum. On May 24, 2017, this Note remained unpaid at maturity, and the outstanding principal due under this Note was increased by 8%, or $3,680. As at December 31, 2017 the carrying value of the back-end convertible debenture and accrued convertible interest thereon were $49,680 and $9,105, respectively.
On July 13, 2016 a total of $15,000 in principal and $6,031 in accrued interest payable to Andara Investments Limited (formerly known as Adam's Ale) was acquired by GW Holdings Group LLC. The Company issued a replacement note in the principal amount of $21,031 to GW on July 21, 2016 which convertible note bears interest at 8% per annum and is due on July 13, 2017. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 52% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. During the year ended December 31, 2016, the Company issued 49,290,170 shares in respect of Conversion Notices received for a total of $10,731 in principal and $137 in accrued interest, and in January 2017, the Company issued 52,933,533 shares in respect of Conversion Notices received for a total of $10,300 in principal and $278 in accrued interest in January 2017.
On July 5, 2017, the Company entered into a convertible loan agreement with an investor. The Company received total loan proceeds $15,000, which bears interest at 5% per annum and is due on January 5, 2018. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 50% discount to the lowest trading prices for the previous twenty (20) trading days to the date of
conversion. As at December 31, 2017 the carrying value of the convertible debenture and accrued convertible interest thereon were $14,592 and $368, respectively.
On September 27, 2017, the Company entered into a Securities Purchase Agreement ("SPA") with an investor where under the Company will issue four 8% convertible redeemable notes in the aggregate principal amount of $63,000 with the first note being $15,750 funded on October 4, 2017, with financing cost of $750, and the rest will be funded in future periods, convertible into shares of the Company's common stock with a maturity date on September 27, 2018. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. As at December 31, 2017 the carrying value of the convertible debenture and accrued convertible interest thereon were $3,872 and $304, respectively. In our evaluation of the aforementioned financing arrangements, we concluded that the conversion features were not afforded the exemption as a conventional convertible instrument and it did not otherwise meet the conditions set forth in current accounting standards for equity classification. Accordingly, they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities. (See footnote 7 for derivative disclosure) The following table sets forth interest expense for amortization of the debt discount and financing costs recognized related to the above convertible notes:
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Common Stock and Stock-Based Compensation |
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Common Stock and Stock-Based Compensation [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock and Stock-Based Compensation | Note 6 – Common Stock and Stock-Based Compensation On November 7, 2017 the Board of Directors and majority shareholders approved the authorization of an increase of the authorized shares of the Company to an aggregate number of Four and a Half Billion (4,500,000,000) of which 4,450,000,000 will be common stock, with a par value of $0.00001 per share, and Fifty Million (50,000,000) shares will be preferred stock, with a par value of $0.00001 per share. The Amendment has been retroactively affected as of the date of the filing of this report. Common stock As described more fully above in Note 5, the Company issued 1,070,054,018 shares of common stock to settle certain convertible notes and accrued interest payable during the year ended December 31, 2017. As described more fully above in Note 5, the Company issued 306,687,678 shares of common stock to settle certain convertible notes and accrued interest payable during the year ended December 31, 2016. Series A Preferred Shares As at December 31, 2017 and December 31, 2016 the Company had 25,080,985 Series A Preferred Shares issued and outstanding, each carrying conversion rights of 2.5 common shares to each 1 share of Series A Preferred Stock and voting rights of 15 to 1, compared to common stock. On September 16, 2015 pursuant to approval by the Board of Directors, the registrant filed a Certificate of Designation for its Class B preferred shares under which it was designated that there should be 15,000,000 Class B preferred shares with par value of $0.00001 each of which shall have voting rights of 1,000 to 1 as compared to common stock but no conversion rights. On October 6, 2015, the Board of Directors authorized the issuance of 1,000,000 Class B preferred shares to David Gasparine, the CEO, for services rendered to the corporation. The shares issued to David Gasparine are not registered under the Securities Act. These shares will be issued relying upon the exemption from the registration requirements provided under Sections 4(a) or 3(b) of the Securities Act. Stock award and stock option
During fiscal 2016, a total of 500,000 stock options available for exercise at $0.03 per share expired unexercised. Share Purchase Warrants During the year ended December 31, 2014 the Company issued a 2-year warrant entitling the holders to acquire an additional 93,333 shares
of common stock at an exercise price of $0.30 per share. As December 31, 2017 and December 31, 2016, the following share purchase warrants were outstanding:
All 93,333 warranted expired unexercised during the year ended December 31, 2016. |
Derivative Liabilities |
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Derivative Liabilities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liabilities | Note 7 - Derivative Liabilities On August 22, 2014, the Company entered into a convertible loan agreement with an investor (the "CN#1") which the Company concluded are tainted due to the variable conversion rate of the below convertible notes and as such they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities. On January 25, 2016, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds totaling $30,000 from total loan proceeds of $35,000, which bears interest at 8% per annum and is due on January 25, 2017. Financing fees of $3,000 and legal fees of $2,000 were paid in respect of the note. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of 52% of the lowest trading prices for the previous twelve (12) trading days to the date of conversion. On May 24, 2016, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds of $41,500 from total loan proceeds of $46,000, which bears interest at 8% per annum and is due on May 24, 2017. During the period ended March 31, 2017 the Company received a further $41,500 ($46,000 gross proceeds) in respect of a backend note forming part of the original convertible loan agreement which allowed for additional funds to be advanced under the same terms as the original note at a subsequent date to the original loan agreement. Financing fees of $2,500 and legal fees of $2,000 were paid in respect of each note. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. On July 13, 2016 a total of $15,000 in principal and $6,031 in accrued interest payable to Andara Investments Limited (formerly known as Adam's Ale) was acquired by GW Holdings Group LLC. The Company issued a replacement note in the principal amount of $21,031 to GW on July 21, 2016 which convertible note bears interest at 8% per annum and is due on July 13, 2017. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 52% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. On July 5, 2017, the Company entered into a convertible loan agreement with an investor. The Company received total loan proceeds $15,000, which bears interest at 5% per annum and is due on January 5, 2018. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 50% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. On September 27, 2017, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds totaling $15,000 from total loan proceeds of $15,750, which bears interest at 8% per annum and is due on September 27, 2018 Financing fees of $750 were paid in respect of the note. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. Since equity classification is not available for the conversion feature, we were required to bifurcate the embedded conversion feature and carry it as a derivative liability, at fair value. Derivative financial instruments are carried initially and subsequently at their fair values. We estimated the fair value of the derivative on the inception dates, and subsequently, using the Black-Scholes Merton valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk-free rates) that are necessary to fair value complex derivate instruments. As a result of the application of ASC No. 815 in period ended December 31, 2017 and December 31, 2016, the fair value of the conversion feature associated with the convertible loans is summarized as follows:
The fair value at the commitment and re-measurement dates for the Company's derivative liabilities were based upon the following management assumptions as of December 31, 2017, December 31, 2016 and commitment date:
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Commitments |
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Commitments [Abstract] | |||||
Commitments | Note 8 - Commitments
On April 16, 2015 the Company entered into a six-month lease commencing April 1, 2015 with certain other third parties in respect of a shared office and residential premises located in San Diego, California. The Company's obligation under the terms of the lease was $875 per month plus utilities. The Company paid a security deposit of $875 and the first two months rent totaling $1,750 upon signing of the contract. Effective November 1, 2015, the Company agreed to a rent increase to $925 per month plus utilities. The Company did not enter into a formal renewal agreement and the lease is now operating on a month to month basis.
On July 29, 2016 the Company entered into a closed end motor vehicle lease for a 36 months term with an initial deposit of $1,200 and a monthly payment of $897, due on the first of each month. The lease does not meet the criteria of a capital lease and therefore the amounts are expended on a monthly basis and included in operating expenses. The lease was personally guarantees by our President, Mr. David Gasparine. At the end of the term, the vehicle may be purchased for $35,568. Future minimum payments under the terms of the aforementioned lease are as follows: 2018 - $10,761 2019 - $6,277 |
Related Party Transactions |
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Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 – Related Party Transactions Transactions with David Gasparine On August 28, 2014, the Company entered into an employment agreement with David Gasparine, president of the Company, for management services. The employment agreement became effective as of September 1, 2014. Under the employment agreement, the base salary is of $36,000 per annum, paid monthly. The amount of base salary shall be determined by the Board of Directors and may be increased, but not decreased, from time to time by the Board of Directors of the Company. In addition to the base salary, Mr. Gasparine shall be eligible for periodic bonuses in amounts to be determined by the Board of Directors. In January 2015 the board agreed to increase Mr. Gasparine's salary to $57,600 per year, with a further salary increase to $72,000 per annum effective October 1, 2015. During the year ended December 31, 2016, the Company accrued fees of $72,000 and Mr. Gasparine advanced $977 to the Company. The Company paid $25,176, net, to Mr. Gasparine, leaving $40,938 on the balance sheets as accounts payable and accrued liabilities - related parties as of December 31, 2016 During the year ended December 31, 2017 the Company accrued additional fees of $72,000 for services provided by Mr. Gasparine. The Company paid $20,745, net to Mr. Gasparine, leaving $86,731 on the balance sheets as accounts payable and accrued liabilities - related parties as at December 31, 2017. Transactions with Mary Gasparine On September 12, 2016 the Company received proceeds of $12,000 secured by a promissory note from Mary Gasparine, the mother of our CEO, President and a director. The loan bears interest at 12% per annum and matures on September 12, 2017. As at December 31, 2017 a total of $1,562 (2016 - $362) has been accrued as interest expense in respect to the aforementioned loan and recorded on the balance sheets as accounts payable and accrued liabilities – related party. On September 12, 2017 this loan came due and payable, including all accrued interest thereon. This loan is presently in default.
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Deferred Revenue |
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Deferred Revenue [Abstract] | |||||||||||
Deferred Revenue | Note 10 – Deferred Revenue
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Income Taxes |
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Income Taxes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | Note 11 – Income Taxes The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During 2017 and 2016, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $2,669,255 and $2,484,507 at December 31, 2017 and 2016, respectively, and will begin to expire in the year 2031. On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company does not have any foreign earnings and therefore, we do not anticipate the impact of a transition tax. We have remeasured our U.S. deferred tax assets at a statutory income tax rate of 21%. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118, and no later than fiscal year end December 31, 2018. The Company had deferred income tax assets as of December 31, 2017, and 2016 as follows:
The Company has no tax position at December 31, 2017 and 2016 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at December 31, 2017 and 2016. The Company recognized deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. The Company will establish a valuation allowance to reflect the likelihood of realization of deferred tax assets. As of the date of this filing, the Company is delinquent in filing their tax returns, and there is uncertainty regarding potential penalties and interest. The last return filed by the Company was December 31, 2012, and the Company has not accrued for any potential penalties or interest from that period forward. The Company will need to file returns for the years ending December 31, 2013, 2014, 2015, 2016 and 2017, which are still open for examination. |
Subsequent Events |
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Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 12 – Subsequent events Further to a Securities Purchase Agreement ("SPA") with an investor entered into on September 27, 2017 (ref: Note 5(9)), where under the Company will issue four 8% convertible redeemable notes in the aggregate principal amount of $63,000, a further $20,750, inclusive of $750 in legal fees, has been received subsequent to December 31, 2017. The notes are convertible into shares of the Company's common stock with a maturity date of September 27, 2018. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. |
Summary of Significant Accounting Policies (Policies) |
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Principal of Consolidation | Principal of Consolidation These consolidated financial statements include the accounts of Epoxy, Inc. and its wholly-owned subsidiary, Couponz, Inc. All intercompany balances and transactions have been eliminated in consolidation. |
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Estimates | Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities, debt discounts and common stock issued for assets, services or in settlement of obligations. |
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Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. |
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Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets. During the year ended December 31, 2017 and December 31, 2016, the depreciation expense was $0 and $5,662, respectively.
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Capitalized Software Costs | Capitalized Software Costs Software costs incurred internally in creating computer software products are expensed until technological feasibility has been established upon completion of a detailed program design. Thereafter, all software development costs are capitalized until the point that the product is ready for sale and are subsequently reported at the lower of unamortized cost or net realizable value. The Company periodically reviews capitalized software costs for impairment where the fair value is less than the carrying value. As of December 31, 2017, and 2016, all capitalized software costs related to the development of the application were expensed because development was complete, and the useful life of the development is less than one year. |
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Research and Development Costs | Research and Development Costs |
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Trademark and Patent (Intangible assets) | Trademark and Patent (Intangible assets) Trademark and patent are recorded at cost. Amortization on trademark and patent are determined by their economic life. |
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Revenue Recognition | Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. This typically occurs when customers are invoiced for their monthly membership fee. Participants in the program pay a monthly subscription fee per retail location, at the start of each month, which amount is immediately recorded as revenue. A notice period of 30 days is required to terminate any services with no refunds payable. Revenue in respect of our development contracts with third parties for the use of our app, including customization of our Epoxy app for particular clients, is recognized when the services have been rendered in full or as set out under the benchmark terms of each respective contract. During fiscal 2016 the Company recorded $101,400 as deferred revenue in respect to certain contracts that have not been rendered in full. Of this amount the Company completed services and recorded as revenue $29,000 during fiscal 2017 and the remaining balance of $72,400 has been reallocated to other liabilities as the Company is in negotiation with customers for contracts terminated or suspended. |
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Concentrations | Concentrations Accounts receivable As at December 31, 2017 (2016 - $0) one customer accounted for 100% of our accounts receviable balance. Revenue For the year ended December 31, 2017 (2016 - 0%) one customer to whom we provide application services in each of their Canadian and US operating divisions accounted for approximately 55% of revenues. |
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Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the years ended December 31, 2017 and 2016, there was no impairment of long-lived assets. |
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Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We establish an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. We do not generally require collateral for our accounts receivable. Our allowance for doubtful accounts was $0 as of December 31, 2017 and 2016, and we wrote off a total of $880 in the fiscal year ended December 31, 2016. |
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Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements and Disclosures, 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. FASB 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. FASB ASC 820 describes three levels of inputs that may be used to measure fair value: Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument. The following table provides a summary of the fair value of our derivative liabilities as of December 31, 2017 and December 31, 2016:
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Income Taxes | Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification ("ASC") Topic 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. |
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Stock based compensation | Stock based compensation We account for stock based compensation in accordance with ASC 718 which requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. For stock-based awards granted on or after January 1, 2006, stock-based compensation expense is recognized on a straight-line basis over the requisite service period. In prior years, we accounted for stock-based awards under APB No. 25, "Accounting for Stock Issued to Employees." We account for non-employee share-based awards in accordance with ASC 505-50. |
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Loss per Common Share | Loss per Common Share In accordance with ASC Topic 280 – "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. A separate computation of diluted earnings (loss) per share is not presented.
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Reclassification | Reclassification Certain reclassifications have been made to the prior period's financial statements to conform to the current period's presentation. |
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Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business" with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years with early adoption permitted. This guidance will be applied prospectively to any transactions occurring within the period of adoption. In January 2017, the FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment" that eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, an impairment charge will be based on the excess of a reporting unit's carrying amount over its fair value (i.e., measure the charge based on Step 1 of the current goodwill impairment test). This guidance is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019, with early adoption permitted for annual and interim goodwill impairment testing dates after January 1, 2017. This guidance will be adopted on a prospective basis. In March 2017, the FASB issued ASU 2017-08, "Premium Amortization on Purchased Callable Debt Securities" that shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. This guidance is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years with early adoption permitted. This guidance will be adopted using a modified retrospective transition approach. The adoption of this guidance is not expected to materially impact our results of operations, financial condition or liquidity. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. The new guidance provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The accounting standard update will be effective for The Company beginning January 1, 2018 on a prospective basis, and early adoption is permitted. The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements. In August of 2017, the FASB issued guidance to better align the financial reporting related to hedging activities with the economic objectives of those activities and to simplify the application of current hedge accounting guidance. Entities are required to apply the guidance using a modified retrospective method as of the period of adoption. This guidance is effective for annual and interim periods beginning after December 31, 2018. Early adoption is permitted. Management is evaluating Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption. |
Summary of Significant Accounting Policies (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of property and equipment |
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Summary of fair value of derivative liabilities |
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Schedule of computation of diluted earnings (loss) per share |
Loans Payable (Tables) |
12 Months Ended |
---|---|
Dec. 31, 2017 | |
Loans Payable/Convertible Notes [Abstract] | |
Schedule of loans payable |
Convertible Notes (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Summary of carrying value of certain convertible notes |
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Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Summary of carrying value of certain convertible notes |
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Common Stock and Stock-Based Compensation (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock and Stock-Based Compensation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shedule of purchase warrants outstanding |
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Derivative Liabilities (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liabilities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of fair value of the conversion feature |
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Schedule of fair value at commitment and re-measurement dates |
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Income Taxes (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of deferred income tax assets |
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Description of Business and Basis of Presentation (Details) - shares |
Nov. 07, 2017 |
Sep. 28, 2016 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Mar. 16, 2016 |
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Description of Business and Basis of Presentation (Textual) | |||||
Common stock, shares authorized | 4,450,000,000 | 4,450,000,000 | |||
Board of directors and shareholders [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Common stock, shares authorized | 850,000,000 | ||||
Shares authorized | 900,000,000 | ||||
Preferred stock, shares authorized | 50,000,000 | ||||
Board of directors and majority shareholder [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Common stock, shares authorized | 1,950,000,000 | 850,000,000 | |||
Increase in common shares authorized | 4,450,000,000 | 1,950,000,000 |
Summary of Significant Accounting Policies (Details) - USD ($) |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Motor Vehicles | ||
Cost | $ 22,645 | |
Accumulated depreciation | (18,871) | |
Disposal | (3,774) | |
Carrying Value |
Summary of Significant Accounting Policies (Details 1) - USD ($) |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Liabilities | ||
Derivative liabilities | $ 497,988 | $ 109,403 |
Fair value measurements on a recurring basis Level 1 [Member] | ||
Liabilities | ||
Derivative liabilities | ||
Fair value measurements on a recurring basis Level 2 [Member] | ||
Liabilities | ||
Derivative liabilities | ||
Fair value measurements on a recurring basis Level 3 [Member] | ||
Liabilities | ||
Derivative liabilities | $ 497,988 | $ 109,403 |
Summary of Significant Accounting Policies (Details 2) |
12 Months Ended |
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Dec. 31, 2017
shares
| |
Summary of Significant Accounting Policies [Abstract] | |
Common stock issuable upon conversion of 25,080,985 Series A Preferred Shares | 62,702,463 |
Common stock issuable upon conversion of convertible notes | 1,070,054,018 |
Going Concern (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
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Going Concern (Textual) | ||
Net cash in operations | $ (68,722) | $ (86,721) |
Loans Payable (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Short-term Debt [Line Items] | ||
Beginning balance | $ 17,000 | |
Ending balance | 17,000 | $ 17,000 |
Note Payable [Member] | ||
Short-term Debt [Line Items] | ||
Beginning balance | 17,000 | 32,000 |
Additions | ||
Debt assignment | (15,000) | |
Ending balance | 17,000 | 17,000 |
Accrued interest [Member] | ||
Short-term Debt [Line Items] | ||
Beginning balance | 2,825 | |
Additions | 1,848 | 7,424 |
Debt assignment | $ (6,031) | |
Ending balance | $ 6,066 |
Loans Payable (Details Textual) - USD ($) |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Jul. 21, 2016 |
Jul. 13, 2016 |
|
Loans Payable (Textual) | ||||
Gross amount | $ 32,000 | |||
Principal amount | $ 205,430 | $ 216,300 | ||
Maximum [Member] | ||||
Loans Payable (Textual) | ||||
Accruing interest rates percentage | 10.00% | |||
Default interest rates percentage | 16.00% | |||
Minimum [Member] | ||||
Loans Payable (Textual) | ||||
Accruing interest rates percentage | 5.00% | |||
Default interest rates percentage | 10.00% | |||
Andara Investments Limited [Member] | ||||
Loans Payable (Textual) | ||||
Principal amount | $ 15,000 | |||
Accrued interest payable | $ 6,031 | |||
GW Holdings Group LLC [Member] | ||||
Loans Payable (Textual) | ||||
Principal amount | $ 21,031 |
Convertible Notes (Details) - USD ($) |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Loans Payable/Convertible Notes [Abstract] | ||
Principal amount | $ 205,430 | $ 216,300 |
Less: unamortized debt discount | (11,721) | (25,083) |
Financing costs | (565) | (2,105) |
Convertible notes payable, net | $ 193,144 | $ 189,112 |
Convertible Notes (Details 1) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Loans Payable/Convertible Notes [Abstract] | ||
Amortization of financing costs | $ 6,790 | $ 17,033 |
Amortization of debt discount | 93,042 | 166,693 |
Total | $ 99,832 | $ 183,726 |
Convertible Notes (Details Textual 1) |
1 Months Ended | ||||||||||
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Jan. 11, 2017
USD ($)
|
Jul. 13, 2016
TradingDays
|
Mar. 08, 2016
USD ($)
shares
|
Dec. 01, 2015
USD ($)
shares
|
Jan. 15, 2015
USD ($)
|
Jan. 13, 2015
USD ($)
TradingDays
|
May 20, 2016
USD ($)
|
Jan. 25, 2016
USD ($)
TradingDays
|
Dec. 31, 2015
USD ($)
shares
|
Dec. 31, 2017
USD ($)
|
Dec. 31, 2016
USD ($)
|
|
Convertible Notes (Textual) | |||||||||||
Debt principal amount | $ 205,430 | $ 216,300 | |||||||||
Trading days | TradingDays | 20 | 12 | |||||||||
Legal fees | $ 2,000 | $ 2,000 | $ 2,000 | ||||||||
Convertible note due on January 13, 2016 [Member] | |||||||||||
Convertible Notes (Textual) | |||||||||||
Debt principal amount | $ 75,000 | ||||||||||
Financing fees | $ 7,500 | ||||||||||
Legal fees | 3,750 | ||||||||||
Proceeds from issuance of debt | $ 9,000 | $ 9,000 | 75,000 | ||||||||
Accrued interest payable | $ 3,934 | ||||||||||
Conversion of stock, shares | shares | 2,489,435 | 2,489,435 | 18,902,736 | ||||||||
Loss on debt settlement | $ 16,183 | ||||||||||
First Note [Member] | Convertible note due on January 13, 2016 [Member] | |||||||||||
Convertible Notes (Textual) | |||||||||||
Proceeds from issuance of debt | $ 63,750 | ||||||||||
Securities Purchase Agreement [Member] | Adar Bays Llc [Member] | Convertible note due on January 13, 2016 [Member] | |||||||||||
Convertible Notes (Textual) | |||||||||||
Debt principal amount | $ 150,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Maturity date | Jan. 13, 2016 | ||||||||||
Convertible note issuance amount | $ 75,000 | ||||||||||
Trading days | TradingDays | 180 | ||||||||||
Debt instrument, Description | (i) if the redemption is in the first 90 days the note is in effect an amount equal to 125% of the unpaid principal amount of the note along with accrued interest; (ii) if the redemption is after the 91st day the note is in effect then the Company may redeem the note in an amount equal to 135% of unpaid principal and interest. The note is not redeemable after 180 days. | ||||||||||
Description of debt interest rate | Common Stock equal to 52% of the lowest trading price of the Company's common stock for the twelve prior trading days including the day upon which a Notice of Conversion is received by the Company. If the shares are not delivered in 3 business days, to the holder, the Notice of Conversion may be rescinded. Under the terms of the Second Note, the holder is entitles at its option, after the expiration of the requisite Rule 144 holding period and after full cash payment for the promissory note issued by the holder to the Company simultaneously with the issuance by the Company of this note (the "Holder Issued Note") to convert all or part of the Note then outstanding into shares of the Company's common stock equal to 52% of the lowest trading price of the Company's common stock for the twelve prior trading days including the day upon which a Notice of Conversion is received by the Company. If the shares are not delivered in 3 business days, to the holder, the Notice of Conversion may be rescinded. With respect to the First and Second Notes, in the event that the Company experiences a DTC "Chill" on its shares the conversion price shall be decreased to 42% instead of 52% while the "Chill" is in effect, and in no event shall the holder be allowed to effect a conversion, if such conversion, along with other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. Further, with respect to the Second note, in the event the Company is not "Current" in its SEC filings at the time the note is cash funded, the discount shall be decreased to 40% instead of 52%. | ||||||||||
Securities Purchase Agreement [Member] | Adar Bays Llc [Member] | First Note [Member] | Convertible note due on January 13, 2016 [Member] | |||||||||||
Convertible Notes (Textual) | |||||||||||
Debt principal amount | $ 75,000 | ||||||||||
Securities Purchase Agreement [Member] | Adar Bays Llc [Member] | Second Note [Member] | Convertible note due on January 13, 2016 [Member] | |||||||||||
Convertible Notes (Textual) | |||||||||||
Debt principal amount | $ 75,000 |
Convertible Notes (Details Textual 2) - USD ($) |
1 Months Ended | 12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 11, 2017 |
Aug. 03, 2015 |
Jul. 14, 2015 |
Jun. 30, 2016 |
May 31, 2016 |
May 20, 2016 |
Jan. 25, 2016 |
Jul. 29, 2015 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||||||
Face value of certain convertible notes | $ 41,500 | $ 35,000 | $ 125,000 | $ 125,000 | $ 125,000 | ||||||
Conversion of stock amount converted | 35,000 | ||||||||||
Principal amount | 205,430 | 216,300 | |||||||||
Accrued convertible interest | 12,500 | 12,500 | |||||||||
Legal fees | $ 2,000 | $ 2,000 | $ 2,000 | ||||||||
Amortization of discount | $ 93,042 | $ 166,693 | |||||||||
Convertible note due on January 14, 2016 [Member] | |||||||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||||||
Face value of certain convertible notes | $ 90,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Maturity date | Jan. 14, 2016 | ||||||||||
Conversion of stock amount converted | $ 102,000 | ||||||||||
Debt instrument, description | Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. | ||||||||||
Issuance of shares | 96,876,179 | ||||||||||
Principal amount | $ 102,000 | ||||||||||
Accrued convertible interest | 5,498 | ||||||||||
Legal fees | 2,000 | ||||||||||
Financing fees | $ 10,000 | ||||||||||
Convertible note due on July 29, 2016 [Member] | |||||||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||||||
Face value of certain convertible notes | $ 75,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Maturity date | Jul. 29, 2016 | ||||||||||
Debt instrument, description | Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at 58% multiplied by the lowest intra-day trade price in the twenty (20) Trading Days immediately preceding the applicable Conversion, provided that if at any time the lowest intra-day trade price in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.01, then in such event the then-current Conversion Factor shall be reduced by 5% for all future Conversions. | ||||||||||
Issuance of shares | 98,107,485 | ||||||||||
Principal amount | $ 84,000 | ||||||||||
Accrued convertible interest | $ 4,580 | ||||||||||
Legal fees | $ 3,000 | ||||||||||
Proceeds from issuance of debt | 84,000 | ||||||||||
Amortization of discount | $ 6,000 | ||||||||||
Convertible note due on August 3, 2016 [Member] | |||||||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||||||
Face value of certain convertible notes | $ 56,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Maturity date | Aug. 03, 2016 | ||||||||||
Conversion of stock amount converted | $ 56,000 | ||||||||||
Debt instrument, description | Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. | ||||||||||
Issuance of shares | 62,413,844 | ||||||||||
Principal amount | $ 50,000 | ||||||||||
Accrued convertible interest | $ 3,052 | ||||||||||
Legal fees | 2,500 | ||||||||||
Financing fees | $ 3,500 |
Convertible Notes (Details Textual 3) |
1 Months Ended | 12 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 11, 2017
USD ($)
|
Jul. 13, 2016
USD ($)
TradingDays
|
Jun. 30, 2017 |
May 24, 2017
USD ($)
|
Mar. 31, 2017
USD ($)
shares
|
Jan. 31, 2017
USD ($)
shares
|
May 20, 2016
USD ($)
|
Jan. 25, 2016
USD ($)
TradingDays
|
Dec. 31, 2017
USD ($)
$ / shares
|
Dec. 31, 2016
USD ($)
shares
|
Jul. 21, 2016 |
Dec. 31, 2015
USD ($)
|
|
Convertible Notes (Textual) | ||||||||||||
Debt principal amount | $ 205,430 | $ 216,300 | ||||||||||
Accrued convertible interest | 12,500 | 12,500 | ||||||||||
Legal fees | $ 2,000 | $ 2,000 | $ 2,000 | |||||||||
Transfer agent fees | 3,520 | |||||||||||
Accrued interest | 278 | |||||||||||
Trading days | TradingDays | 20 | 12 | ||||||||||
Face value of certain convertible notes | $ 41,500 | $ 35,000 | $ 125,000 | 125,000 | $ 125,000 | |||||||
Conversion of stock amount converted | $ 35,000 | |||||||||||
Conversion Price | $ / shares | $ 0.00020 | |||||||||||
Andara Investments Limited [Member] | ||||||||||||
Convertible Notes (Textual) | ||||||||||||
Debt principal amount | $ 15,000 | |||||||||||
Interest Payable, Current | $ 6,031 | |||||||||||
GW Holdings Group LLC [Member] | ||||||||||||
Convertible Notes (Textual) | ||||||||||||
Interest rate | 8.00% | |||||||||||
Convertible note due on January 25, 2017 [Member] | ||||||||||||
Convertible Notes (Textual) | ||||||||||||
Debt principal amount | $ 35,000 | |||||||||||
Maturity date | Jan. 25, 2017 | |||||||||||
Interest rate | 8.00% | |||||||||||
Debt instrument, description | Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of 52% of the lowest trading prices for the previous twelve (12) trading days to the date of conversion. | |||||||||||
Accrued convertible interest | 2,792 | |||||||||||
Financing fees | $ 3,000 | |||||||||||
Legal fees | 2,000 | |||||||||||
Transfer agent fees | $ 3,520 | |||||||||||
Proceeds from issuance of debt | 35,000 | |||||||||||
Face value of certain convertible notes | $ 30,000 | |||||||||||
Conversion of stock, shares | shares | 290,187,136 | |||||||||||
Convertible note due on May 24, 2017 [Member] | ||||||||||||
Convertible Notes (Textual) | ||||||||||||
Debt principal amount | $ 3,680 | $ 46,000 | ||||||||||
Maturity date | May 24, 2017 | May 24, 2017 | ||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||
Debt instrument, description | Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. | |||||||||||
Convertible debenture | $ 49,680 | |||||||||||
Accrued convertible interest | $ 2,625 | $ 9,105 | ||||||||||
Financing fees | $ 2,500 | $ 2,500 | ||||||||||
Legal fees | 2,000 | 2,000 | ||||||||||
Proceeds from issuance of debt | 41,500 | |||||||||||
Face value of certain convertible notes | $ 41,500 | $ 46,000 | ||||||||||
Conversion of stock, shares | shares | 726,933,349 | |||||||||||
Debt instrument, interest rate increased | 24.00% | 8.00% | ||||||||||
Convertible note due on July 13, 2017 [Member] | ||||||||||||
Convertible Notes (Textual) | ||||||||||||
Debt principal amount | $ 10,300 | 10,731 | ||||||||||
Maturity date | Jul. 13, 2017 | |||||||||||
Debt instrument, description | Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 52% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. | |||||||||||
Accrued convertible interest | $ 278 | $ 137 | ||||||||||
Conversion of stock, shares | shares | 52,933,533 | 49,290,170 |
Convertible Notes (Details Textual 4) - USD ($) |
1 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Jul. 05, 2017 |
Sep. 27, 2017 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Convertible Notes (Textual) | ||||
Debt principal amount | $ 205,430 | $ 216,300 | ||
Accrued convertible interest | 12,500 | $ 12,500 | ||
Convertible note due on January 5, 2018 [Member] | ||||
Convertible Notes (Textual) | ||||
Maturity date | Jan. 05, 2018 | |||
Interest rate | 5.00% | |||
Proceeds from issuance of debt | $ 15,000 | |||
Conversion price percentage | 50.00% | |||
Debt instrument, description | Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 50% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. | |||
Convertible debenture | 14,592 | |||
Accrued convertible interest | 368 | |||
Convertible note due on September 27, 2018 [Member] | ||||
Convertible Notes (Textual) | ||||
Convertible debenture | 3,872 | |||
Accrued convertible interest | $ 304 | |||
Convertible note due on September 27, 2018 [Member] | Securities Purchase Agreement [Member] | ||||
Convertible Notes (Textual) | ||||
Debt principal amount | $ 63,000 | |||
Maturity date | Sep. 27, 2018 | |||
Interest rate | 8.00% | |||
Conversion price percentage | 45.00% | |||
Debt instrument, description | Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. | |||
Financing fees | $ 750 | |||
Convertible note due on September 27, 2018 [Member] | Securities Purchase Agreement [Member] | First Note [Member] | ||||
Convertible Notes (Textual) | ||||
Debt principal amount | $ 15,750 |
Common Stock and Stock-Based Compensation (Details) - Share purchase warrants [Member] - $ / shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Warrants | ||
Outstanding at beginning of the year | 93,333 | |
Forfeited/Canceled/Expired | (93,333) | |
Exercised | ||
Outstanding at the period | ||
Exercisable | ||
Weighted Average Exercise Price | ||
Outstanding at beginning of the year | $ 0.30 | |
Forfeited/Canceled/Expired | 0.30 | |
Exercised | ||
Outstanding at the period | ||
Exercisable |
Derivative Liabilities (Details) |
12 Months Ended |
---|---|
Dec. 31, 2017
USD ($)
| |
Derivative Liabilities [Abstract] | |
Beginning balance | $ 109,403 |
Recognition of derivative associated with tainted instruments | 21,140 |
Derivative additions associated with convertible notes | 79,680 |
Derivative liability reclassified as additional paid-in capital associated with conversion of debt | (475,922) |
Loss on change in fair value during the period | 763,687 |
Ending balance | $ 497,988 |
Derivative Liabilities (Details 1) |
1 Months Ended | 12 Months Ended | |
---|---|---|---|
Aug. 22, 2014 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Defined Benefit Plan Disclosure [Line Items] | |||
Expected dividends | 0.00% | 0.00% | 0.00% |
Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected volatility | 453.80% | 1194.00% | 361.56% |
Expected term | 11 months 23 days | 8 months 26 days | 6 months 10 days |
Risk free interest rate | 1.33% | 1.65% | 0.62% |
Minimum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected volatility | 319.13% | 572.51% | 286.05% |
Expected term | 0 years | 0 years | 26 days |
Risk free interest rate | 0.55% | 1.28% | 0.44% |
Derivative Liabilities (Details Textual) - USD ($) |
1 Months Ended | 12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 05, 2017 |
Jan. 11, 2017 |
Jul. 13, 2016 |
Sep. 27, 2017 |
May 24, 2016 |
May 20, 2016 |
Jan. 25, 2016 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Jul. 21, 2016 |
Dec. 31, 2015 |
|
Derivative Liabilities (Textual) | |||||||||||
Net proceeds | $ 71,500 | $ 71,500 | |||||||||
Total proceeds | 205,430 | 216,300 | |||||||||
Legal fees | $ 2,000 | $ 2,000 | $ 2,000 | ||||||||
Original issue discount | 11,721 | 25,083 | |||||||||
Conversion of stock amount converted | 35,000 | ||||||||||
Face value of certain convertible notes | $ 41,500 | 35,000 | $ 125,000 | $ 125,000 | $ 125,000 | ||||||
Conversion Price | $ 0.00020 | ||||||||||
Convertible Loan One [Member] | |||||||||||
Derivative Liabilities (Textual) | |||||||||||
Net proceeds | 30,000 | ||||||||||
Total proceeds | 35,000 | ||||||||||
Legal fees | 2,000 | ||||||||||
Financing fees | $ 3,000 | ||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||
Maturity date | Jan. 25, 2017 | ||||||||||
Note conversion, description | Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of 52% of the lowest trading prices for the previous twelve (12) trading days to the date of conversion. | ||||||||||
Convertible Loan Two [Member] | |||||||||||
Derivative Liabilities (Textual) | |||||||||||
Net proceeds | $ 41,500 | ||||||||||
Total proceeds | 46,000 | ||||||||||
Legal fees | 2,000 | ||||||||||
Financing fees | $ 2,500 | ||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||
Maturity date | May 24, 2017 | ||||||||||
Note conversion, description | Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. | ||||||||||
Convertible Loan Three [Member] | |||||||||||
Derivative Liabilities (Textual) | |||||||||||
Total proceeds | $ 15,000 | ||||||||||
Accrued interest payable | $ 6,031 | ||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||
Maturity date | Jul. 13, 2017 | ||||||||||
Note conversion, description | Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 52% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. | ||||||||||
Convertible Loan Four [Member] | |||||||||||
Derivative Liabilities (Textual) | |||||||||||
Total proceeds | $ 15,000 | ||||||||||
Debt instrument, interest rate | 5.00% | ||||||||||
Maturity date | Jan. 05, 2018 | ||||||||||
Note conversion, description | Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 50% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. | ||||||||||
Convertible Loan Five [Member] | |||||||||||
Derivative Liabilities (Textual) | |||||||||||
Net proceeds | $ 15,000 | ||||||||||
Total proceeds | 15,750 | ||||||||||
Financing fees | $ 750 | ||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||
Maturity date | Sep. 27, 2018 | ||||||||||
Note conversion, description | Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. | ||||||||||
GW Holdings Group LLC [Member] | |||||||||||
Derivative Liabilities (Textual) | |||||||||||
Total proceeds | $ 21,031 |
Commitments (Details) - USD ($) |
1 Months Ended | |||
---|---|---|---|---|
Jul. 29, 2016 |
Nov. 01, 2015 |
Apr. 16, 2015 |
Dec. 31, 2017 |
|
Commitments (Textual) | ||||
Security deposit | $ 875 | |||
Monthly lease rent | $ 897 | 875 | ||
Rent increase | $ 925 | |||
Initial deposit | $ 1,200 | |||
Future minimum payments 2018 | $ 10,761 | |||
Future minimum payments 2019 | $ 6,277 | |||
Operating leases, rent expense | $ 1,750 | |||
Lease term | 36 months | 6 months | ||
Mr. David Gasparine [Member] | ||||
Commitments (Textual) | ||||
Purchased of vehicle | $ 35,568 |
Related Party Transactions (Details) - USD ($) |
1 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|
Sep. 12, 2016 |
Oct. 01, 2015 |
Aug. 28, 2014 |
Jan. 31, 2015 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Related Party Transactions (Textual) | ||||||
Accrued fees | $ 72,000 | $ 72,000 | ||||
David Gasparine [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Base salary | $ 36,000 | |||||
Salary increased | $ 72,000 | $ 57,600 | ||||
Amount paid to related party | 20,745 | 25,176 | ||||
Accounts payable and accrued liabilities | 86,731 | 40,938 | ||||
Proceeds from related party promissory note | $ 12,000 | |||||
Advanced to related party | 977 | |||||
Mary Gasparine [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Interest rate | 12.00% | |||||
Accrued interest expense | $ 1,562 | $ 362 | ||||
Maturity date | Sep. 12, 2017 |
Deferred Revenue (Details) - USD ($) |
12 Months Ended | ||||
---|---|---|---|---|---|
Nov. 09, 2016 |
Oct. 11, 2016 |
Mar. 31, 2016 |
Dec. 31, 2016 |
Dec. 31, 2017 |
|
Deferred Revenue (Textual) | |||||
Agreements fees received from client and third party | $ 18,500 | ||||
Telephone Service Provider [Member] | |||||
Deferred Revenue (Textual) | |||||
Agreements fees received from client and third party | $ 23,400 | ||||
Third Party [Member] | |||||
Deferred Revenue (Textual) | |||||
Agreements fees received from client and third party | $ 10,500 | 49,000 | |||
Amounts paid to signing of the agreement and official launch of the pilot program | $ 30,000 | $ 19,000 | |||
Addition to development fees | $ 25 | ||||
Third Party [Member] | First Phase [Member] | |||||
Deferred Revenue (Textual) | |||||
Agreements fees received from client and third party | $ 18,500 | ||||
Addition to development fees | 700 | ||||
Third Party [Member] | Second Phase [Member] | |||||
Deferred Revenue (Textual) | |||||
Agreements fees received from client and third party | $ 42,750 |
Income Taxes (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Income Taxes [Abstract] | ||
Operating loss carryforwards before temporary differences | $ 3,532,774 | $ 2,978,342 |
Amortization of debt discount | 93,042 | 166,693 |
Derivative gain (loss) | (763,687) | (327,142) |
Net operating loss carryforwards | $ 2,669,255 | $ 2,484,507 |
Expected recovery at statutory rate | 34.00% | 34.00% |
Loss carryforwards | $ 907,547 | $ 844,700 |
Change in effective tax rates (from 34% to 21%) | (347,003) | |
Less - valuation allowance | (560,544) | (844,700) |
Total net deferred tax assets |
Income Taxes (Details Textual) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Income Taxes (Textual) | ||
Net operating loss carryforwards | $ 2,669,255 | $ 2,484,507 |
Cumulative net operating loss carry-forward expire year | Expire in the year 2031. | |
Deferred tax assets statutory income tax rate | 21.00% | |
Maximum [Member] | ||
Income Taxes (Textual) | ||
Change in effective tax rates percentage | 34.00% | |
Minimum [Member] | ||
Income Taxes (Textual) | ||
Change in effective tax rates percentage | 21.00% |
Subsequent Events (Details) - USD ($) |
1 Months Ended | ||
---|---|---|---|
Sep. 27, 2017 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Subsequent Events (Textual) | |||
Aggregate principal amount | $ 205,430 | $ 216,300 | |
Securities Purchase Agreement [Member] | |||
Subsequent Events (Textual) | |||
Percentage of convertible redeemable notes | 8.00% | ||
Aggregate principal amount | $ 63,000 | ||
Convertible redeemable notes further amount | 20,750 | ||
Legal fees | $ 750 | ||
Maturity date | Sep. 27, 2018 | ||
Note conversion, description | Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. |
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