Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2017shares | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | Madison Technologies Inc. |
Entity Central Index Key | 1,318,268 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2017 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 12,257,565 |
Trading Symbol | MDEX |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2,017 |
Interim Balance Sheets (Unaudit
Interim Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 4,720 | $ 14,259 |
Total Current Assets | 4,720 | 14,259 |
Intangible asset, at amortized cost License agreement (Note 5) | 24,010 | 42,760 |
Total Assets | 28,730 | 57,019 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 37,696 | 36,510 |
License fee payable (Note 5) | 33,500 | 33,500 |
Notes and accrued interest payable (Note 6) | 121,839 | 114,683 |
Convertible notes payable (Note 8, 9) | 145,970 | 146,013 |
Related party advance (Note 7) | 261 | 261 |
TOTAL LIABILITIES | 339,266 | 330,967 |
STOCKHOLDERS’ DEFICIT | ||
Common Stock (Note 8) Par Value: $0.001 Authorized 500,000,000 shares Issued and outstanding: 12,257,556 shares (Dec 31, 2016 - 11,302,000 shares) | 12,257 | 11,302 |
Additional Paid in Capital | 302,387 | 285,600 |
Accumulated deficit | (625,180) | (570,850) |
Total stockholders’ deficiency | (310,536) | (273,948) |
Total liabilities and stockholders’ deficiency | $ 28,730 | $ 57,019 |
Interim Balance Sheets (Unaudi3
Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 12,257,556 | 11,302,000 |
Common stock, shares outstanding | 12,257,556 | 11,302,000 |
Interim Statements of Operation
Interim Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
Sales | $ 1,456 | $ 0 | $ 6,255 | $ 0 |
Cost of sales | 798 | 0 | 4,359 | 0 |
Gross Margin | 658 | 0 | 1,896 | 0 |
Operating expenses | ||||
Amortization expense | 6,250 | 0 | 18,750 | 0 |
General and administrative | 5,180 | 4,617 | 9,984 | 13,349 |
Total operating expenses | 11,430 | 4,617 | 33,914 | 13,349 |
Loss before other expense | (10,772) | (4,617) | (32,018) | (13,349) |
Other expense - interest | (5,586) | (7,583) | (22,312) | (22,608) |
Net loss | (16,358) | (12,200) | (54,330) | (35,957) |
Other Comprehensive income Translation gain(loss) | 0 | 476 | 0 | (1,714) |
Total comprehensive loss | $ (16,358) | $ (11,724) | $ (54,330) | $ (37,671) |
Net loss per share -Basic and diluted | $ (0.001) | $ (0.001) | $ (0.005) | $ (0.003) |
Average number of shares of common stock outstanding | 12,216.01 | 11,302,000 | 11,575,016 | 11,302,000 |
Interim Statements of Stockhold
Interim Statements of Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Common Stock [Member] | ||||
Balance | $ 11,302 | $ 11,302 | $ 11,302 | |
Balance, shares | 11,302,000 | 11,302,000 | 11,302,000 | |
Foreign currency adjustments | ||||
Convertible debt - Note 7 | ||||
Debt converted to shares, value - Note 7 | $ 955 | |||
Debt converted to shares - Note 7 | 955,556 | |||
Net loss | ||||
Balance | $ 12,257 | $ 12,257 | $ 11,302 | |
Balance, shares | 12,257,556 | 12,257,556 | 11,302,000 | |
Additional Paid-in Capital [Member] | ||||
Balance | $ 285,600 | $ 224,600 | $ 224,600 | |
Foreign currency adjustments | ||||
Convertible debt - Note 7 | 61,000 | |||
Debt converted to shares, value - Note 7 | 16,787 | |||
Net loss | ||||
Balance | $ 302,387 | 302,387 | 285,600 | |
Accumulated Other Comprehensive Income [Member] | ||||
Balance | 3,109 | 3,109 | ||
Foreign currency adjustments | (3,109) | |||
Convertible debt - Note 7 | ||||
Debt converted to shares, value - Note 7 | ||||
Net loss | ||||
Balance | ||||
Accumulated Deficit [Member] | ||||
Balance | (570,850) | (504,761) | (504,761) | |
Foreign currency adjustments | ||||
Convertible debt - Note 7 | ||||
Debt converted to shares, value - Note 7 | ||||
Net loss | (54,330) | (66,089) | ||
Balance | (625,180) | (625,180) | (570,850) | |
Balance | (273,948) | (265,750) | (265,750) | |
Foreign currency adjustments | (3,109) | |||
Convertible debt - Note 7 | 61,000 | |||
Debt converted to shares, value - Note 7 | 17,742 | |||
Net loss | (16,358) | (54,330) | $ (35,957) | (66,089) |
Balance | $ (310,536) | $ (310,536) | $ (273,948) |
Interim Statements of Cash Flow
Interim Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows from operating activities: | ||
Net loss | $ (54,330) | $ (35,957) |
Adjustments to reconcile net loss to cash used in operating activities | ||
Amortization of convertible debt discount recorded as interest | 17,698 | 18,000 |
Amortization of license | 18,750 | |
Accrued interest on notes payable | 4,614 | 4,608 |
Foreign exchange on notes payable | 2,543 | |
Changes in assets and liabilities | ||
Accounts payable and accruals | 1,186 | (10,611) |
Net cash used in operating activities | (9,539) | (23,960) |
Cash Flows from investing activities: | ||
Purchase of Intangible asset | (10,000) | |
Net cash used in investing activities | (10,000) | |
Cash Flows from financing activities: | ||
Proceeds of convertible notes payable | 41,000 | |
Net cash provided by financing activities | 41,000 | |
Net increase (decrease) in cash | (9,539) | 7,040 |
Cash, beginning of period | 14,259 | 501 |
Cash, end of period | 4,720 | 7,541 |
SUPPLEMENTAL DISCLOSURE | ||
Interest | 22,313 | 22,608 |
Taxes paid |
Interim Reporting
Interim Reporting | 9 Months Ended |
Sep. 30, 2017 | |
Interim Reporting | |
Interim Reporting | Note 1 Interim Reporting While the information presented in the accompanying interim nine months consolidated financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s December 31, 2016 annual consolidated financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s December 31, 2016 annual financial statements. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that can be expected for the year ended December 31, 2017. |
Nature and Continuance of Opera
Nature and Continuance of Operations | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature and Continuance of Operations | Note 2 Nature and Continuance of Operations The Company was incorporated on June 15, 1998 in the State of Nevada, USA and the Company’s common shares are publicly traded on the OTC Bulletin Board. Up until fiscal 2014, the Company was in the business of mineral exploration. On May 28, 2014, the Company formalized an agreement whereby it purchased assets associated with a smokeless cannabis delivery system. The Company planned to develop this system for commercial purposes. On December 14, 2014, this asset purchase agreement was terminated. On January 21, 2015, a majority of the Company’s stockholders approved a consolidation of the issued and outstanding shares of common stock, on a 10 for 1 basis, thereby decreasing the issued and outstanding share capital from 113,020,000 to 11,302,000. On March 11, 2015, the Company changed its name from Madison Explorations, Inc. to Madison Technologies Inc. and effected the stock consolidation. These financial statements give retroactive effect to both these changes. On September 16, 2016, the Company entered into an exclusive distribution product license agreement with Tuffy Packs, LLC to distribute products into the United Kingdom and 43 other essentially European countries. The Company will be selling ballistic panels which are personal body armors, that conforms to the National Institute of Justice (NIJ) Level IIIA threat requirements. The Company’s plan of operations and sales strategy include online and social media marketing, as well as attending various tradeshows and conferences. Effective December 31, 2016, the Company dissolved its wholly owned subsidiary, Scout Resources Inc. (“Scout”) and assumed all the debt that Scout owed. These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2017, the Company had not yet achieved profitable operations, had accumulated losses of $625,180 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances. That said, there is no assurance of additional funding being available. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 Summary of Significant Accounting Policies T |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 4 Recent Accounting Pronouncements The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial statements. |
License Agreement
License Agreement | 9 Months Ended |
Sep. 30, 2017 | |
License Agreement | |
License Agreement | Note 5 License Agreement The Company entered into an exclusive product license agreement on September 16, 2016 with Tuffy Packs, LLC, a Texas corporation, to sell Ballistic Panels in certain countries, essentially in Europe. The license is for a period of two years unless terminated and may be renewed for successive terms of two years each. The payment terms for the license is as follows: 1. $10,000 payable within seven days after the effective date; 2. An additional $15,000 payable within 30 days after the effective date; and 3. A final payment of $25,000 payable within 90 days of the effective date. At September 30, 2017, the Company had paid $16,500 to the Licensor, leaving an unpaid balance of $33,500. To date, the Company has recorded a total license amortization of $25,990. As a result of the failure to make payments as required under the agreement, the Company was informed on March 20, 2017, that going forward, the agreement would be on a non-exclusive basis. |
Notes and Accrued Interest Paya
Notes and Accrued Interest Payable | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Notes and Accrued Interest Payable | Note 6 Notes and Accrued Interest Payable The Company has two notes payable to Paleface Holdings Inc. Each note is unsecured and payable on demand. a) $25,000 note with annual interest payable at 8%. As at September 30, 2017, accrued interest on the note was $25,297 (September 30, 2016 - $23,297). The note payable balance including accrued interest was $50,297 as at September 30, 2017 (September 30, 2016 - $48,297). Interest on the debt for each of the nine months ended September 30 was $1,500. b) $24,000 ($30,000 CDN) with annual interest payable at 5% As at September 30, 2017, accrued interest on the note was $12,600 (September 30, 2016 - $10,841). The note payable balance including accrued interest was $36,600 as at September 30, 2017 (September 30, 2016 - $33,666). Interest on debt for the nine months ended September 30 was $900 in 2017 and $864 in 2016. The company also has an unsecured note payable on demand to Gens Incognito Inc. for $25,000, bearing interest at 12%. As at September 30, 2017, accrued interest on the note was $9,942 (September 30, 2016 - $6,950). The note payable balance including accrued interest was $34,942 as at September 30, 2017 (September 30, 2016 - $31,950). |
Related Party Advance
Related Party Advance | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Advance | Note 7 Related Party Advance In 2008, the former President advanced the Company $561 repayable without interest or any other terms. The unpaid balance as at June 30, 2017 is $261. There were no related party transactions during the nine month period ended September 30, 2017 or 2016. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Common Stock | Note 8 Common Stock On July 14, 2017, two convertible notes were converted into shares. One note for $25,000 was converted into 555,556 shares at $0.045 per share and the other was converted to 400,000 shares at $0.05 per shares. The carrying value of the notes was $17,742. On January 21, 2015, a majority of the Company’s stockholders approved a consolidation of the issued and outstanding shares of common stock, on a 10 for 1 basis, thereby decreasing the issued and outstanding share capital from 113,020,000 to 11,302,000. This was effected on March 11, 2015. This consolidation has been applied retroactively and all references to the number of shares issued reflect this consolidation. On March 30, 2006, the Company entered into a private placement agreement whereby the Company issued 20,000 Regulation-S shares in exchange for $50,000. ($2.50 per share). On June 7, 2004, the Company issued 5,907,000 in consideration of $472 in cash. ($.00008 per share.) On June 14, 2001, the Company approved a forward stock split of 5,000:1. These financial statements have been retroactively adjusted to effect this split. On June 15, 1998, the Company authorized and issued 5,375,000 shares of its common stock in consideration of $430 in cash. ($.00008 per share.) There are no shares subject to warrants or options as of September 30, 2017. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 9 Convertible Notes Payable In total, there are nine convertible notes payable remaining. Two of the convertible notes payable were settled during the period ended September 30, 2017. All notes are non-interest bearing, unsecured and payable on demand. The notes are convertible into common stock at the discretion of the holder at six different conversion rates: $0.01 debt to 1 common share, $0.045 to 1 common share; $0.005 to 1 common share; $0.15 to 1 common share; $0.05 to 1 common share; and $0.04 to 1 common share. The effect that conversion would have on earnings per share has not been disclosed due to the anti-dilutive effect. There are four convertible notes payable convertible on the basis of $0.01 of debt to 1 common share The balance of the first convertible note payable convertible on the basis of $0.01 of debt to 1 common share is as follows: Sep 30, Dec 31, Balance 2017 2016 Proceeds from promissory note $ 40,000 $ 40,000 Value allocated to additional paid-in capital 40,000 40,000 Balance allocated to convertible note payable - - Amortized discount 40,000 40,000 Balance, convertible note payable $ 40,000 $ 40,000 The total discount of $40,000 was amortized over 5 years (20%) starting April 2008 and was fully amortized as at April 2013. The balance of the second convertible note payable convertible on the basis of $0.01 of debt to 1 common share is as follows: Sep 30, Dec 31, Balance 2017 2016 Proceeds from promissory note $ 20,000 $ 20,000 Value allocated to additional paid-in capital 20,000 20,000 Balance allocated to convertible note payable - - Amortized discount 20,000 20,000 Balance, convertible note payable $ 20,000 $ 20,000 The total discount of $20,000 was amortized over 5 years (20%) starting June 2010 and was fully amortized as at June 2015. The balance of the third convertible note payable convertible on the basis of $0.01 of debt to 1 common share is as follows: Sep 30 Dec 31 Balance 2017 2016 Proceeds from promissory note $ 25,000 $ 25,000 Value allocated to additional paid-in capital 25,000 25,000 Balance allocated to convertible note payable - - Amortized discount 25,000 22,500 Balance, convertible note payable $ 25,000 $ 22,500 The total discount of $25,000 was being amortized over 5 years starting July 2012. Accordingly, the annual interest rate was 20% and for the six months ended June 30, 2017 and 2016, $2,500 was recorded as interest expense. The note was fully amortized as at June 30, 2017. The balance of the fourth convertible note payable convertible on the basis of $0.01 of debt to 1 common share at is as follows: Sep 30 Dec 31, Balance 2017 2016 Proceeds from promissory note $ 25,000 $ 25,000 Value allocated to additional paid-in capital 25,000 25,000 Balance allocated to convertible note payable - - Amortized discount 22,500 18,750 Balance, convertible note payable $ 22,500 $ 18,750 The total discount of $25,000 is being amortized over 5 years starting April 2013. Accordingly, the annual interest rate is 20% and for the nine months ended September 30, 2017 and 2016, $3,750 was recorded as interest expense. As at September 30, 2017 the unamortized discount is $2,500. There are two convertible notes payable convertible on the basis of $0.005 of debt to 1 common share The balance of the first convertible note payable convertible on the basis of $0.005 of debt to 1 common share is as follows: Sep 30 Dec 31, Balance 2017 2016 Proceeds from promissory note $ 10,000 $ 10,000 Value allocated to additional paid-in capital 10,000 10,000 Balance allocated to convertible note payable - - Amortized discount 10,000 10,000 Balance, convertible note payable $ 10,000 $ 10,000 The total discount of $10,000 was amortized over 5 years (20%) starting April 2011 and was fully amortized as at April 2016. The balance of the second convertible note payable convertible on the basis of $0.005 of debt to 1 common share is as follows: Sep 30 Dec 31, Balance 2017 2016 Proceeds from promissory note $ 10,000 $ 10,000 Value allocated to additional paid-in capital 10,000 10,000 Balance allocated to convertible note payable - - Amortized discount 10,000 9,250 Balance, convertible note payable $ 10,000 $ 9,250 The total discount of $10,000 was amortized over 5 years (20%) starting May 2011 and was fully amortized as at May 2016. There was one convertible notes payable convertible on the basis of $0.045 of debt to 1 common share that was converted into 555,556 common shares of the Company on July 14, 2017: The balance of this convertible note payable is as follows: Sep 30 Dec 31, Balance 2017 2016 Proceeds from promissory note $ 25,000 $ 25,000 Value allocated to additional paid-in capital 25,000 25,000 Balance allocated to convertible note payable - Amortized discount 16,042 13,333 Converted into shares (16,042 ) - Balance, convertible note payable $ - $ 13,333 The total discount of $25,000 was being amortized over 5 years starting May 2014. Accordingly, the annual interest rate was 20% and for the nine months ended September 30, 2017 was $2,709 and for the nine months ended September 30, 2016, $3,750 was recorded as interest expense. There is one convertible notes payable convertible on the basis of $0.15 of debt to 1 common share The balance of this convertible note payable is as follows: Sep 30 Dec 31, Balance 2017 2016 Proceeds from promissory note $ 25,000 $ 25,000 Value allocated to additional paid-in capital 25,000 25,000 Balance allocated to convertible note payable Amortized discount 12,500 8,750 Balance, convertible note payable $ 12,500 $ 8,750 The total discount of $25,000 is being amortized over 5 years starting April 2015. Accordingly, the annual interest rate is 20% and for the nine months ended September 30, 2017 and 2016, $3,750 was recorded as interest expense. As at September 30, 2017 the unamortized discount was $12,500. There were two convertible notes payable convertible on the basis of $0.05 of debt to 1 common share The balance of the first convertible note payable is as follows: Sep 30 Dec 31, Balance 2017 2016 Proceeds from promissory note $ 21,000 $ 21,000 Value allocated to additional paid-in capital 21,000 21,000 Balance allocated to convertible note payable - - Amortized discount 3,570 1,680 Balance, convertible note payable $ 3,570 $ 1,680 The total discount of $21,000 is being amortized at 12% starting May 2016. For the nine months ended September 30, 2017, $1,890 was recorded as interest expense, and $1,680 was recorded as interest expense during year ended December 31, 2016. As at September 30, 2017 the unamortized discount is $17,430. The second convertible note payable convertible on the basis of $0.05 of debt to 1 common share was converted into 400,000 common shares of the Company on July 14, 2017 as follows: Sep 30 Dec 31, Balance 2017 2016 Proceeds from promissory note $ 20,000 $ 20,000 Value allocated to additional paid-in capital 20,000 20,000 Balance allocated to convertible note payable - - Amortized discount 1,700 400 Converted into shares (1,700 ) - Balance, convertible note payable $ - $ 400 The total discount of $20,000 was being amortized at 12% starting November 2016. For the nine months ended September 30, 2017, $1,300 was recorded as interest expense, and $400 was recorded as interest expense during the year ended December 31, 2016. This note converted into 400,000 common shares of the Company on July 14, 2017. There is one convertible notes payable convertible on the basis of $0.04 of debt to 1 common share The balance of this convertible note payable is as follows: Sep 30 Dec 31 Balance 2017 2016 Proceeds from promissory note $ 20,000 $ 20,000 Value allocated to additional paid-in capital 20,000 20,000 Balance allocated to convertible note payable - Amortized discount 1,800 600 Balance, convertible note payable $ 1,800 $ 600 The total discount of $20,000 is being amortized at 12% starting October 2016. For the nine months ended September 30, 2017, $1,800 was recorded as interest expense, and $600 was recorded as interest expense during the year ended December 31, 2016. As at September 30, 2017 the unamortized discount is $17,600. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | There are four convertible notes payable convertible on the basis of $0.01 of debt to 1 common share The balance of the first convertible note payable convertible on the basis of $0.01 of debt to 1 common share is as follows: Sep 30, Dec 31, Balance 2017 2016 Proceeds from promissory note $ 40,000 $ 40,000 Value allocated to additional paid-in capital 40,000 40,000 Balance allocated to convertible note payable - - Amortized discount 40,000 40,000 Balance, convertible note payable $ 40,000 $ 40,000 The total discount of $40,000 was amortized over 5 years (20%) starting April 2008 and was fully amortized as at April 2013. The balance of the second convertible note payable convertible on the basis of $0.01 of debt to 1 common share is as follows: Sep 30, Dec 31, Balance 2017 2016 Proceeds from promissory note $ 20,000 $ 20,000 Value allocated to additional paid-in capital 20,000 20,000 Balance allocated to convertible note payable - - Amortized discount 20,000 20,000 Balance, convertible note payable $ 20,000 $ 20,000 The total discount of $20,000 was amortized over 5 years (20%) starting June 2010 and was fully amortized as at June 2015. The balance of the third convertible note payable convertible on the basis of $0.01 of debt to 1 common share is as follows: Sep 30 Dec 31 Balance 2017 2016 Proceeds from promissory note $ 25,000 $ 25,000 Value allocated to additional paid-in capital 25,000 25,000 Balance allocated to convertible note payable - - Amortized discount 25,000 22,500 Balance, convertible note payable $ 25,000 $ 22,500 The total discount of $25,000 was being amortized over 5 years starting July 2012. Accordingly, the annual interest rate was 20% and for the six months ended June 30, 2017 and 2016, $2,500 was recorded as interest expense. The note was fully amortized as at June 30, 2017. The balance of the fourth convertible note payable convertible on the basis of $0.01 of debt to 1 common share at is as follows: Sep 30 Dec 31, Balance 2017 2016 Proceeds from promissory note $ 25,000 $ 25,000 Value allocated to additional paid-in capital 25,000 25,000 Balance allocated to convertible note payable - - Amortized discount 22,500 18,750 Balance, convertible note payable $ 22,500 $ 18,750 The total discount of $25,000 is being amortized over 5 years starting April 2013. Accordingly, the annual interest rate is 20% and for the nine months ended September 30, 2017 and 2016, $3,750 was recorded as interest expense. As at September 30, 2017 the unamortized discount is $2,500. There are two convertible notes payable convertible on the basis of $0.005 of debt to 1 common share The balance of the first convertible note payable convertible on the basis of $0.005 of debt to 1 common share is as follows: Sep 30 Dec 31, Balance 2017 2016 Proceeds from promissory note $ 10,000 $ 10,000 Value allocated to additional paid-in capital 10,000 10,000 Balance allocated to convertible note payable - - Amortized discount 10,000 10,000 Balance, convertible note payable $ 10,000 $ 10,000 The total discount of $10,000 was amortized over 5 years (20%) starting April 2011 and was fully amortized as at April 2016. The balance of the second convertible note payable convertible on the basis of $0.005 of debt to 1 common share is as follows: Sep 30 Dec 31, Balance 2017 2016 Proceeds from promissory note $ 10,000 $ 10,000 Value allocated to additional paid-in capital 10,000 10,000 Balance allocated to convertible note payable - - Amortized discount 10,000 9,250 Balance, convertible note payable $ 10,000 $ 9,250 The total discount of $10,000 was amortized over 5 years (20%) starting May 2011 and was fully amortized as at May 2016. There was one convertible notes payable convertible on the basis of $0.045 of debt to 1 common share that was converted into 555,556 common shares of the Company on July 14, 2017: The balance of this convertible note payable is as follows: Sep 30 Dec 31, Balance 2017 2016 Proceeds from promissory note $ 25,000 $ 25,000 Value allocated to additional paid-in capital 25,000 25,000 Balance allocated to convertible note payable - Amortized discount 16,042 13,333 Converted into shares (16,042 ) - Balance, convertible note payable $ - $ 13,333 The total discount of $25,000 was being amortized over 5 years starting May 2014. Accordingly, the annual interest rate was 20% and for the nine months ended September 30, 2017 was $2,709 and for the nine months ended September 30, 2016, $3,750 was recorded as interest expense. There is one convertible notes payable convertible on the basis of $0.15 of debt to 1 common share The balance of this convertible note payable is as follows: Sep 30 Dec 31, Balance 2017 2016 Proceeds from promissory note $ 25,000 $ 25,000 Value allocated to additional paid-in capital 25,000 25,000 Balance allocated to convertible note payable Amortized discount 12,500 8,750 Balance, convertible note payable $ 12,500 $ 8,750 The total discount of $25,000 is being amortized over 5 years starting April 2015. Accordingly, the annual interest rate is 20% and for the nine months ended September 30, 2017 and 2016, $3,750 was recorded as interest expense. As at September 30, 2017 the unamortized discount was $12,500. There were two convertible notes payable convertible on the basis of $0.05 of debt to 1 common share The balance of the first convertible note payable is as follows: Sep 30 Dec 31, Balance 2017 2016 Proceeds from promissory note $ 21,000 $ 21,000 Value allocated to additional paid-in capital 21,000 21,000 Balance allocated to convertible note payable - - Amortized discount 3,570 1,680 Balance, convertible note payable $ 3,570 $ 1,680 The total discount of $21,000 is being amortized at 12% starting May 2016. For the nine months ended September 30, 2017, $1,890 was recorded as interest expense, and $1,680 was recorded as interest expense during year ended December 31, 2016. As at September 30, 2017 the unamortized discount is $17,430. The second convertible note payable convertible on the basis of $0.05 of debt to 1 common share was converted into 400,000 common shares of the Company on July 14, 2017 as follows: Sep 30 Dec 31, Balance 2017 2016 Proceeds from promissory note $ 20,000 $ 20,000 Value allocated to additional paid-in capital 20,000 20,000 Balance allocated to convertible note payable - - Amortized discount 1,700 400 Converted into shares (1,700 ) - Balance, convertible note payable $ - $ 400 The total discount of $20,000 was being amortized at 12% starting November 2016. For the nine months ended September 30, 2017, $1,300 was recorded as interest expense, and $400 was recorded as interest expense during the year ended December 31, 2016. This note converted into 400,000 common shares of the Company on July 14, 2017. There is one convertible notes payable convertible on the basis of $0.04 of debt to 1 common share The balance of this convertible note payable is as follows: Sep 30 Dec 31 Balance 2017 2016 Proceeds from promissory note $ 20,000 $ 20,000 Value allocated to additional paid-in capital 20,000 20,000 Balance allocated to convertible note payable - Amortized discount 1,800 600 Balance, convertible note payable $ 1,800 $ 600 |
Nature and Continuance of Ope17
Nature and Continuance of Operations (Details Narrative) - USD ($) | Jan. 21, 2015 | Sep. 30, 2017 | Dec. 31, 2016 |
Common stock conversion basis | Issued and outstanding shares of common stock, on a 10 for 1 basis. | ||
Common stock, shares issued | 12,257,556 | 11,302,000 | |
Common stock, shares outstanding | 12,257,556 | 11,302,000 | |
Accumulated losses | $ 625,180 | $ 570,850 | |
Maximum [Member] | |||
Common stock, shares issued | 113,020,000 | ||
Common stock, shares outstanding | 113,020,000 | ||
Minimum [Member] | |||
Common stock, shares issued | 11,302,000 | ||
Common stock, shares outstanding | 11,302,000 |
License Agreement (Details Narr
License Agreement (Details Narrative) - USD ($) | Sep. 16, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Payment to intangible assets | $ 10,000 | |||
Unpaid balance on license | 33,500 | $ 33,500 | ||
Amortization of intangible assets | 18,750 | |||
Licensor [Member] | ||||
Payment to intangible assets | 16,500 | |||
Unpaid balance on license | 33,500 | |||
Amortization of intangible assets | $ 25,990 | |||
License Agreement [Member] | ||||
License agreement term | 2 years | 7 days | ||
License agreement cost | $ 10,000 | |||
License Agreement [Member] | Additional Payment [Member] | ||||
License agreement term | 30 days | |||
License agreement cost | $ 15,000 | |||
License Agreement [Member] | Final Payment [Member] | ||||
License agreement term | 90 days | |||
License agreement cost | $ 25,000 |
Notes and Accrued Interest Pa19
Notes and Accrued Interest Payable (Details Narrative) | 9 Months Ended | ||
Sep. 30, 2017USD ($)Notes | Sep. 30, 2016USD ($) | Sep. 30, 2017CAD | |
Gens Incognito Inc [Member] | |||
Accrued interest on note | $ 9,942 | $ 6,950 | |
Notes payable balance including accrued interest | 34,942 | 31,950 | |
Unsecured note payable | $ 25,000 | ||
Debt interest rate | 12.00% | 12.00% | |
Notes Payable Annual Interest Payable at 8% [Member] | |||
Number of notes payable | Notes | 2 | ||
Notes payable | $ 25,000 | ||
Annual interest payable | 8.00% | ||
Accrued interest on note | $ 25,297 | 23,297 | |
Notes payable balance including accrued interest | 50,297 | 48,297 | |
Interest on debt | 1,500 | ||
Notes Payable Annual Interest Payable at 5% [Member] | |||
Notes payable | $ 24,000 | ||
Annual interest payable | 5.00% | ||
Accrued interest on note | $ 12,600 | 10,841 | |
Notes payable balance including accrued interest | 36,600 | 33,666 | |
Interest on debt | $ 900 | $ 864 | |
Notes Payable Annual Interest Payable at 5% [Member] | CDN [Member] | |||
Notes payable | CAD | CAD 30,000 |
Related Party Advance (Details
Related Party Advance (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2008 | |
Related party transaction | ||||
President [Member] | ||||
Related party advance due | $ 561 | |||
Related party unpaid balance | $ 261 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Jul. 14, 2017 | Jan. 21, 2015 | Mar. 30, 2006 | Jun. 07, 2004 | Jun. 14, 2001 | Jun. 15, 1998 | Sep. 30, 2017 | Dec. 31, 2016 |
Convertible notes payable common shares converted | 555,556 | |||||||
Convertible notes payable | $ 17,742 | |||||||
Common stock conversion basis | Issued and outstanding shares of common stock, on a 10 for 1 basis. | |||||||
Common stock, shares issued | 12,257,556 | 11,302,000 | ||||||
Common stock, shares outstanding | 12,257,556 | 11,302,000 | ||||||
Number of shares issued in private placement agreement | 20,000 | |||||||
Number of shares issued in private placement agreement exchange value | $ 50,000 | |||||||
Issuance of stock, price per share | $ 2.50 | $ 0.00008 | $ 0.00008 | |||||
Common shares issued for cash, shares | 5,907,000 | 5,375,000 | ||||||
Common shares issued for cash | $ 472 | $ 430 | ||||||
Forward stock split ratio | Forward stock split of 5,000:1 | |||||||
Convertible Notes Payable [Member] | ||||||||
Convertible notes payable common shares value | $ 25,000 | |||||||
Convertible notes payable common shares converted | 555,556 | |||||||
Convertible notes payable common shares conversion price | $ 0.045 | |||||||
Other Convertible Notes Payable [Member] | ||||||||
Convertible notes payable common shares value | $ 20,000 | |||||||
Convertible notes payable common shares converted | 400,000 | |||||||
Convertible notes payable common shares conversion price | $ 0.05 | |||||||
Maximum [Member] | ||||||||
Common stock, shares issued | 113,020,000 | |||||||
Common stock, shares outstanding | 113,020,000 | |||||||
Minimum [Member] | ||||||||
Common stock, shares issued | 11,302,000 | |||||||
Common stock, shares outstanding | 11,302,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | Jul. 14, 2017shares | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Sep. 30, 2017USD ($)Notesshares | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Number of convertible notes payable | Notes | 9 | |||||
Number of convertible notes payable settled | Notes | 2 | |||||
Convertible notes descriptions | The notes are convertible into common stock at the discretion of the holder on six different conversion rate: $0.01 debt to 1 common share, $0.045 to 1 common share; $0.005 to 1 common share; $0.15 to 1 common share; $0.05 to 1 common share; and $0.04 to 1 common share. The effect that conversion would have on earnings per share has not been disclosed due to the anti-dilutive effect. | |||||
Amortization of debt discount | $ 17,698 | $ 18,000 | ||||
Convertible notes payable common shares converted | shares | 555,556 | |||||
Debt converted into stock | shares | 555,556 | |||||
Other Convertible Notes Payable [Member] | ||||||
Convertible notes payable common shares converted | shares | 400,000 | |||||
Debt converted into stock | shares | 400,000 | |||||
First Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member] | ||||||
Amortization of debt discount | $ 40,000 | |||||
Amortization period of discount | 5 years | |||||
Annual interest rate of debt | 20.00% | |||||
Second Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member] | ||||||
Amortization of debt discount | $ 20,000 | |||||
Amortization period of discount | 5 years | |||||
Annual interest rate of debt | 20.00% | |||||
Third Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member] | ||||||
Amortization of debt discount | $ 25,000 | |||||
Amortization period of discount | 5 years | |||||
Annual interest rate of debt | 20.00% | 20.00% | ||||
Interest expense debt | $ 2,500 | $ 2,500 | ||||
Fourth Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member] | ||||||
Amortization of debt discount | $ 25,000 | |||||
Amortization period of discount | 5 years | |||||
Annual interest rate of debt | 20.00% | 20.00% | ||||
Interest expense debt | $ 3,750 | $ 3,750 | ||||
Unamortized discount | 2,500 | |||||
First Convertible Note Payable Convertible on Basis of $0.005 of Debt to 1 Common Share [Member] | ||||||
Amortization of debt discount | $ 10,000 | |||||
Amortization period of discount | 5 years | |||||
Annual interest rate of debt | 20.00% | |||||
Second Convertible Note Payable Convertible on Basis of $0.005 of Debt to 1 Common Share [Member] | ||||||
Amortization of debt discount | $ 10,000 | |||||
Amortization period of discount | 5 years | |||||
Annual interest rate of debt | 20.00% | |||||
Convertible Notes Payable Convertible on Basis of $0.045 of Debt to 1 Common Share [Member] | ||||||
Amortization of debt discount | $ 25,000 | |||||
Amortization period of discount | 5 years | |||||
Annual interest rate of debt | 20.00% | 20.00% | ||||
Interest expense debt | $ 2,709 | $ 3,750 | ||||
Convertible Notes Payable Convertible on Basis of $0.15 of Debt to 1 Common Share [Member] | ||||||
Amortization of debt discount | $ 25,000 | |||||
Amortization period of discount | 5 years | |||||
Annual interest rate of debt | 20.00% | 20.00% | ||||
Interest expense debt | $ 3,750 | $ 3,750 | ||||
Unamortized discount | 12,500 | |||||
Convertible Notes Payable Convertible on Basis of $0.05 of Debt to 1 Common Share [Member] | ||||||
Amortization of debt discount | $ 21,000 | |||||
Annual interest rate of debt | 12.00% | |||||
Interest expense debt | $ 1,890 | $ 1,680 | ||||
Unamortized discount | 17,430 | |||||
Second Convertible Notes Payable Convertible on Basis of $0.05 of Debt to 1 Common Share [Member] | ||||||
Amortization of debt discount | $ 20,000 | |||||
Annual interest rate of debt | 12.00% | |||||
Convertible notes payable common shares converted | shares | 400,000 | |||||
Interest expense debt | $ 1,300 | 400 | ||||
Debt converted into stock | shares | 400,000 | |||||
Convertible Notes Payable Convertible on Basis of $0.04 of Debt to 1 Common Share [Member] | ||||||
Amortization of debt discount | $ 20,000 | |||||
Annual interest rate of debt | 12.00% | |||||
Interest expense debt | $ 1,800 | $ 600 | ||||
Unamortized discount | $ 17,600 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2017 | Jul. 14, 2017 | Dec. 31, 2016 |
Balance, convertible note payable | $ 17,742 | ||
First Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member] | |||
Proceeds from promissory note | $ 40,000 | $ 40,000 | |
Value allocated to additional paid-in capital | 40,000 | 40,000 | |
Balance allocated to convertible note payable | |||
Amortized discount | 40,000 | 40,000 | |
Balance, convertible note payable | 40,000 | 40,000 | |
Second Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member] | |||
Proceeds from promissory note | 20,000 | 20,000 | |
Value allocated to additional paid-in capital | 20,000 | 20,000 | |
Balance allocated to convertible note payable | |||
Amortized discount | 20,000 | 20,000 | |
Balance, convertible note payable | 20,000 | 20,000 | |
Third Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member] | |||
Proceeds from promissory note | 25,000 | 25,000 | |
Value allocated to additional paid-in capital | 25,000 | 25,000 | |
Balance allocated to convertible note payable | |||
Amortized discount | 25,000 | 22,500 | |
Balance, convertible note payable | 25,000 | 22,500 | |
Fourth Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member] | |||
Proceeds from promissory note | 25,000 | 25,000 | |
Value allocated to additional paid-in capital | 25,000 | 25,000 | |
Balance allocated to convertible note payable | |||
Amortized discount | 22,500 | 18,750 | |
Balance, convertible note payable | 22,500 | 18,750 | |
First Convertible Note Payable Convertible on Basis of $0.005 of Debt to 1 Common Share [Member] | |||
Proceeds from promissory note | 10,000 | 10,000 | |
Value allocated to additional paid-in capital | 10,000 | 10,000 | |
Balance allocated to convertible note payable | |||
Amortized discount | 10,000 | 10,000 | |
Balance, convertible note payable | 10,000 | 10,000 | |
Second Convertible Note Payable Convertible on Basis of $0.005 of Debt to 1 Common Share [Member] | |||
Proceeds from promissory note | 10,000 | 10,000 | |
Value allocated to additional paid-in capital | 10,000 | 10,000 | |
Balance allocated to convertible note payable | |||
Amortized discount | 10,000 | 9,250 | |
Balance, convertible note payable | 10,000 | 9,250 | |
Convertible Notes Payable Convertible on Basis of $0.045 of Debt to 1 Common Share [Member] | |||
Proceeds from promissory note | 25,000 | 25,000 | |
Value allocated to additional paid-in capital | 25,000 | 25,000 | |
Balance allocated to convertible note payable | |||
Amortized discount | 16,042 | 13,333 | |
Converted into shares | (16,042) | ||
Balance, convertible note payable | 13,333 | ||
Convertible Notes Payable Convertible on Basis of $0.15 of Debt to 1 Common Share [Member] | |||
Proceeds from promissory note | 25,000 | 25,000 | |
Value allocated to additional paid-in capital | 25,000 | 25,000 | |
Balance allocated to convertible note payable | |||
Amortized discount | 12,500 | 8,750 | |
Balance, convertible note payable | 12,500 | 8,750 | |
Convertible Notes Payable Convertible on Basis of $0.05 of Debt to 1 Common Share [Member] | |||
Proceeds from promissory note | 21,000 | 21,000 | |
Value allocated to additional paid-in capital | 21,000 | 21,000 | |
Balance allocated to convertible note payable | |||
Amortized discount | 3,570 | 1,680 | |
Balance, convertible note payable | 3,570 | 1,680 | |
Second Convertible Notes Payable Convertible on Basis of $0.05 of Debt to 1 Common Share [Member] | |||
Proceeds from promissory note | 20,000 | 20,000 | |
Value allocated to additional paid-in capital | 20,000 | 20,000 | |
Balance allocated to convertible note payable | |||
Amortized discount | 1,700 | 400 | |
Converted into shares | (1,700) | ||
Balance, convertible note payable | 400 | ||
Convertible Notes Payable Convertible on Basis of $0.04 of Debt to 1 Common Share [Member] | |||
Proceeds from promissory note | 20,000 | 20,000 | |
Value allocated to additional paid-in capital | 20,000 | 20,000 | |
Balance allocated to convertible note payable | |||
Amortized discount | 1,800 | 600 | |
Balance, convertible note payable | $ 1,800 | $ 600 |
Convertible Notes Payable - S24
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
First Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member] | ||
Debt conversion price per share | $ 0.01 | $ 0.01 |
Second Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member] | ||
Debt conversion price per share | 0.01 | 0.01 |
Third Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member] | ||
Debt conversion price per share | 0.01 | 0.01 |
Fourth Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member] | ||
Debt conversion price per share | 0.01 | 0.01 |
First Convertible Note Payable Convertible on Basis of $0.005 of Debt to 1 Common Share [Member] | ||
Debt conversion price per share | 0.005 | 0.005 |
Second Convertible Note Payable Convertible on Basis of $0.005 of Debt to 1 Common Share [Member] | ||
Debt conversion price per share | 0.005 | 0.005 |
Convertible Notes Payable Convertible on Basis of $0.045 of Debt to 1 Common Share [Member] | ||
Debt conversion price per share | 0.045 | 0.045 |
Convertible Notes Payable Convertible on Basis of $0.15 of Debt to 1 Common Share [Member] | ||
Debt conversion price per share | 0.15 | 0.15 |
Convertible Notes Payable Convertible on Basis of $0.05 of Debt to 1 Common Share [Member] | ||
Debt conversion price per share | 0.05 | 0.05 |
Second Convertible Notes Payable Convertible on Basis of $0.05 of Debt to 1 Common Share [Member] | ||
Debt conversion price per share | 0.05 | 0.05 |
Convertible Notes Payable Convertible on Basis of $0.04 of Debt to 1 Common Share [Member] | ||
Debt conversion price per share | $ 0.04 | $ 0.04 |