Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 23, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Madison Technologies Inc. | |
Entity Central Index Key | 0001318268 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 23,472,565 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Interim Balance Sheets (Unaudit
Interim Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash | $ 6,357 | $ 1,366 |
Prepaid expenses | 66,833 | 5,178 |
Total Current Assets | 73,190 | 6,544 |
Intangible Assets (Note 5) | 328,857 | |
Total Assets | 402,047 | 6,544 |
CURRENT LIABILITIES | ||
Accounts payable and accrued charges | 38,600 | 33,655 |
License fee payable (Note 6) | 33,500 | 33,500 |
Related party loan (Note 10) | 300 | |
Demand notes and accrued interest payable (Note 8 and Note 9(e)) | 20,236 | |
Convertible notes and accrued interest payable (Note 9) | 380,747 | 297,766 |
TOTAL LIABILITIES | 473,383 | 364,921 |
Capital Stock: (Note 11 and 12) | ||
Common Shares - $0.001 par value; 500,000,000 shares authorized 19,842,565 shares issued and outstanding (Dec 31, 2019 - 18,057,565 shares) | 19,842 | 18,057 |
Additional Paid in Capital: | ||
Preferred shares | ||
Common shares | 323,910 | 197,845 |
Accumulated deficit | (758,182) | (574,279) |
Total stockholders' deficit | (71,336) | (358,377) |
Total liabilities and stockholders' deficit | 402,047 | 6,544 |
Series A Preferred Stock [Member] | ||
Capital Stock: (Note 11 and 12) | ||
Preferred stock value | 93 | |
Additional Paid in Capital: | ||
Preferred shares | 168,023 | |
Series B Preferred Stock [Member] | ||
Capital Stock: (Note 11 and 12) | ||
Preferred stock value | 10 | |
Additional Paid in Capital: | ||
Preferred shares | 174,968 | |
Series C Preferred Stock [Member] | ||
Capital Stock: (Note 11 and 12) | ||
Preferred stock value |
Interim Balance Sheets (Unaud_2
Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 19,842,565 | 18,057,565 |
Common stock, shares outstanding | 19,842,565 | 18,057,565 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Preferred stock, dividend rate percentage | 3.00% | 3.00% |
Preferred stock, stated value | $ 100 | $ 100 |
Preferred stock, shares issued | 92,999 | 92,999 |
Preferred stock, shares outstanding | 92,999 | 92,999 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Preferred stock, dividend rate percentage | 2.00% | 2.00% |
Preferred stock, stated value | $ 100 | $ 100 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Interim Statements of Operation
Interim Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | ||||
Sales | $ 210 | $ 1,371 | $ 1,164 | $ 3,049 |
Cost of sales | 31 | 471 | 763 | 1,578 |
Gross Margin | 179 | 900 | 401 | 1,471 |
Operating expenses | ||||
Amortization expense | 20,884 | 20,884 | ||
Consulting fees | 40,000 | 40,000 | ||
Management fees | 10,000 | 10,000 | ||
Professional fees | 27,870 | 1,640 | 31,519 | 5,109 |
Royalties | 41,667 | 41,667 | ||
General and administrative | 6,320 | 5,568 | 18,009 | 19,406 |
Total operating expenses | 146,741 | 7,208 | 162,079 | 24,515 |
Loss before other expense | (146,562) | (6,308) | (161,678) | (23,044) |
Other items | ||||
Interest | (4,519) | (1,530) | (7,592) | (4,594) |
Amortized interest | (14,633) | (14,633) | ||
Net loss and comprehensive loss | $ (165,714) | $ (7,838) | $ (183,903) | $ (27,638) |
Net loss per share-Basic and diluted | $ (0.009) | $ (0.001) | $ (0.01) | $ (0.002) |
Average number of shares of common stock outstanding | 19,396,315 | 17,831,478 | 18,507,072 | 17,119,470 |
Interim Statements of Stockhold
Interim Statements of Stockholders' Deficit (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid In Capital Series A Preferred Stock [Member] | Additional Paid In Capital Series B Preferred Stock [Member] | Additional Paid In Capital Common [Member] | Additional Paid In Capital [Member] | Shares Subscribed [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 16,757 | $ 119,145 | $ 30,000 | $ (532,016) | $ (366,114) | |||||
Balance, shares at Dec. 31, 2018 | 16,757,565 | |||||||||
Shares subscribed at $0.05 per share | 20,000 | 20,000 | ||||||||
Shares subscribed at $0.05 per share | 30,000 | 30,000 | ||||||||
Shares issued at $0.10 per share | ||||||||||
Shares issued at $0.10 per share, shares | ||||||||||
Shares issued at $0.05 per share | ||||||||||
Shares issued at $0.05 per share, shares | ||||||||||
Conversion of debt at $0.01 per share | ||||||||||
Conversion of debt at $0.01 per share, shares | ||||||||||
Issuance of shares for services | ||||||||||
Issuance of shares for services, shares | ||||||||||
Shares issued for license | ||||||||||
Shares issued for license, shares | ||||||||||
Convertible debt issued | ||||||||||
Net loss for the period | (10,602) | (10,602) | ||||||||
Balance at Mar. 31, 2019 | $ 16,757 | 119,145 | 80,000 | (542,618) | (326,716) | |||||
Balance, shares at Mar. 31, 2019 | 16,757,565 | |||||||||
Balance at Dec. 31, 2018 | $ 16,757 | 119,145 | 30,000 | (532,016) | (366,114) | |||||
Balance, shares at Dec. 31, 2018 | 16,757,565 | |||||||||
Net loss for the period | (27,638) | |||||||||
Balance at Sep. 30, 2019 | $ 18,057 | 197,845 | (559,654) | (343,752) | ||||||
Balance, shares at Sep. 30, 2019 | 18,057,565 | |||||||||
Balance at Mar. 31, 2019 | $ 16,757 | 119,145 | 80,000 | (542,618) | (326,716) | |||||
Balance, shares at Mar. 31, 2019 | 16,757,565 | |||||||||
Shares subscribed at $0.05 per share | ||||||||||
Shares subscribed at $0.05 per share | ||||||||||
Shares issued at $0.10 per share | ||||||||||
Shares issued at $0.10 per share, shares | ||||||||||
Shares issued at $0.05 per share | ||||||||||
Shares issued at $0.05 per share, shares | ||||||||||
Conversion of debt at $0.01 per share | ||||||||||
Conversion of debt at $0.01 per share, shares | ||||||||||
Issuance of shares for services | ||||||||||
Issuance of shares for services, shares | ||||||||||
Shares issued for license | ||||||||||
Shares issued for license, shares | ||||||||||
Convertible debt issued | ||||||||||
Net loss for the period | (9,198) | (9,198) | ||||||||
Balance at Jun. 30, 2019 | $ 16,757 | 119,145 | 80,000 | (551,816) | (335,914) | |||||
Balance, shares at Jun. 30, 2019 | 16,757,565 | |||||||||
Shares subscribed at $0.05 per share | ||||||||||
Shares subscribed at $0.05 per share | ||||||||||
Shares issued at $0.10 per share | $ 300 | 29,700 | (30,000) | |||||||
Shares issued at $0.10 per share, shares | 300,000 | |||||||||
Shares issued at $0.05 per share | $ 1,000 | 49,000 | (50,000) | |||||||
Shares issued at $0.05 per share, shares | 1,000,000 | |||||||||
Conversion of debt at $0.01 per share | ||||||||||
Conversion of debt at $0.01 per share, shares | ||||||||||
Issuance of shares for services | ||||||||||
Issuance of shares for services, shares | ||||||||||
Shares issued for license | ||||||||||
Shares issued for license, shares | ||||||||||
Convertible debt issued | ||||||||||
Net loss for the period | (7,838) | (7,838) | ||||||||
Balance at Sep. 30, 2019 | $ 18,057 | $ 197,845 | (559,654) | (343,752) | ||||||
Balance, shares at Sep. 30, 2019 | 18,057,565 | |||||||||
Balance at Dec. 31, 2019 | $ 18,057 | 197,845 | (574,279) | (358,377) | ||||||
Balance, shares at Dec. 31, 2019 | 18,057,565 | |||||||||
Shares subscribed at $0.05 per share | ||||||||||
Shares subscribed at $0.05 per share | ||||||||||
Shares issued at $0.10 per share | ||||||||||
Shares issued at $0.10 per share, shares | ||||||||||
Shares issued at $0.05 per share | ||||||||||
Shares issued at $0.05 per share, shares | ||||||||||
Conversion of debt at $0.01 per share | ||||||||||
Conversion of debt at $0.01 per share, shares | ||||||||||
Issuance of shares for services | ||||||||||
Issuance of shares for services, shares | ||||||||||
Shares issued for license | ||||||||||
Shares issued for license, shares | ||||||||||
Convertible debt issued | ||||||||||
Net loss for the period | (7,109) | (7,109) | ||||||||
Balance at Mar. 31, 2020 | $ 18,057 | 197,845 | (581,388) | (365,486) | ||||||
Balance, shares at Mar. 31, 2020 | 18,057,565 | |||||||||
Balance at Dec. 31, 2019 | $ 18,057 | 197,845 | (574,279) | (358,377) | ||||||
Balance, shares at Dec. 31, 2019 | 18,057,565 | |||||||||
Net loss for the period | (183,903) | |||||||||
Balance at Sep. 30, 2020 | $ 93 | $ 10 | $ 19,842 | 168,023 | 174,968 | 323,910 | (758,182) | (71,336) | ||
Balance, shares at Sep. 30, 2020 | 92,999 | 10,000 | 19,842,565 | |||||||
Balance at Mar. 31, 2020 | $ 18,057 | 197,845 | (581,388) | (365,486) | ||||||
Balance, shares at Mar. 31, 2020 | 18,057,565 | |||||||||
Shares subscribed at $0.05 per share | ||||||||||
Shares subscribed at $0.05 per share | ||||||||||
Shares issued at $0.10 per share | ||||||||||
Shares issued at $0.10 per share, shares | ||||||||||
Shares issued at $0.05 per share | ||||||||||
Shares issued at $0.05 per share, shares | ||||||||||
Conversion of debt at $0.01 per share | ||||||||||
Conversion of debt at $0.01 per share, shares | ||||||||||
Issuance of shares for services | ||||||||||
Issuance of shares for services, shares | ||||||||||
Shares issued for license | ||||||||||
Shares issued for license, shares | ||||||||||
Convertible debt issued | ||||||||||
Net loss for the period | (11,080) | (11,080) | ||||||||
Balance at Jun. 30, 2020 | $ 18,057 | 197,845 | (592,468) | (376,566) | ||||||
Balance, shares at Jun. 30, 2020 | 18,057,565 | |||||||||
Shares subscribed at $0.05 per share | ||||||||||
Shares subscribed at $0.05 per share | ||||||||||
Shares issued at $0.10 per share | ||||||||||
Shares issued at $0.10 per share, shares | ||||||||||
Shares issued at $0.05 per share | ||||||||||
Shares issued at $0.05 per share, shares | ||||||||||
Conversion of debt at $0.01 per share | $ 1,690 | 15,210 | 16,900 | |||||||
Conversion of debt at $0.01 per share, shares | 1,690,000 | |||||||||
Issuance of shares for services | $ 95 | 855 | 950 | |||||||
Issuance of shares for services, shares | 95,000 | |||||||||
Shares issued for license | $ 93 | $ 10 | 168,023 | 174,968 | 343,094 | |||||
Shares issued for license, shares | 92,999 | 10,000 | ||||||||
Convertible debt issued | 110,000 | 110,000 | ||||||||
Net loss for the period | (165,714) | (165,714) | ||||||||
Balance at Sep. 30, 2020 | $ 93 | $ 10 | $ 19,842 | $ 168,023 | $ 174,968 | $ 323,910 | $ (758,182) | $ (71,336) | ||
Balance, shares at Sep. 30, 2020 | 92,999 | 10,000 | 19,842,565 |
Interim Statements of Stockho_2
Interim Statements of Stockholders' Deficit (Parenthetical) - $ / shares | Sep. 30, 2019 | Mar. 31, 2019 |
Shares Issued One [Member] | ||
Shares issued, price per share | $ 0.05 | |
Shares Issued [Member] | ||
Shares issued, price per share | $ 0.10 | |
Shares Subscribed [Member] | ||
Shares subscribed price per share | $ 0.05 | |
Shares Subscribed One [Member] | ||
Shares subscribed price per share | $ 0.05 |
Interim Statements of Cash Flow
Interim Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss for the period | $ (183,903) | $ (27,638) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization of intangible assets | 20,884 | |
Amortized interest | 14,633 | |
Accrued interest on notes | 7,592 | 4,594 |
Foreign exchange on notes payable | (1,108) | 784 |
Services paid with shares | 950 | |
Changes in assets and liabilities: | ||
Prepaid expenses | (61,655) | |
Accounts payable and accrued charges | 4,945 | (19,055) |
Related party advance | 300 | (5,952) |
Net cash used in operating activities | (197,362) | (47,267) |
Cash flows from investing activities: | ||
Brand design | (6,647) | |
Net cash provided by (used in) investing activities | (6,647) | |
Cash flows from financing activities: | ||
Proceeds from note payable | 20,000 | 80,000 |
Proceeds from convertible notes payable | 189,000 | |
Shares subscribed but not issued | (30,000) | |
Net cash provided by financing activities | 209,000 | 50,000 |
Net increase in cash | 4,991 | 2,733 |
Cash, beginning of period | 1,366 | 2,543 |
Cash, end of period | 6,357 | 5,276 |
SUPPLEMENTAL DISCLOSURE | ||
Interest paid | ||
Taxes paid |
Interim Reporting
Interim Reporting | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Interim Reporting | Note 1 Interim Reporting While the information presented in the accompanying interim nine month 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, 2019 annual 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, 2019 annual financial statements. Operating results for the nine months ended September 30, 2020 are not necessarily indicative of the results that can be expected for the year ended December 31, 2020. |
Nature and Continuance of Opera
Nature and Continuance of Operations | 9 Months Ended |
Sep. 30, 2020 | |
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 Markets OTCQB. 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. 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 sold ballistic panels which are personal body armors, that conform to the National Institute of Justice (NIJ) Level IIIA threat requirements. The Company’s plan of operations and sales strategy included online and social media marketing, as well as attending various tradeshows and conferences. As the Company failed to make specified payments as required, the agreement was amended to a non-exclusive basis. Effective December 31, 2016, the Company dissolved its wholly owned subsidiary, Scout Resources Inc. (“Scout”) and assumed all the debt that Scout owed. On July 17, 2020, the Company entered into an agreement to acquire the Casa Zeta-Jones Brand License Agreement from Luxurie Legs, LLC of Delaware. Luxurie Legs transferred all of its rights, title and interest in the License Agreement to the Company in exchange for the Company’s newly issued preferred convertible Series A stock. Upon conversion, the stock could control up to 95% of the outstanding common shares. The agreement also required voting control, represented by newly issued shares of preferred Series B stock, to be issued to an independent person, not affiliated with either the Company or Luxurie Legs. On September 25, 2020, the Company entered into a share exchange agreement to acquire 51% of the common shares of Posto Del Sole Inc., a leading jewelry designer, to further develop the Company’s existing brands and create new designer labels. Posto Del Sole currently offers four jewelry collections covering multiple designs in diamonds, gold and silver, fashion, vintage, bridal and room to expand into areas such as Bespoke, diamond basics and watches. At September 30, 2020, the share exchange had not closed. 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, 2020, the Company had not yet achieved profitable operations, had accumulated losses of $758,182 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, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 Summary of Significant Accounting Policies There have been no changes in the accounting policies from those disclosed in the notes to the audited financial statements for the year ended December 31, 2019. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [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. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 Intangible assets Intangible assets are amortized on a straight-line basis over the term of the Casa Zeta-Jones license, which is 3.5 years. Cost Amortization Net Brand design $ 6,647 $ 462 $ 6,185 License 343,094 20,422 322,672 $ 349,741 $ 20,884 $ 328,857 |
License Agreements
License Agreements | 9 Months Ended |
Sep. 30, 2020 | |
License Agreements | |
License Agreements | Note 6 License Agreements A. 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 was 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 December 31, 2018, 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 $50,000. 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. B. The Company entered into an acquisition agreement with Luxurie Legs, LLC, a Delaware corporation, to acquire the Casa Zeta-Jones Brand license agreement on July 17, 2020. The license agreement, as amended, grants the Company the worldwide rights to promote and sell certain products, and license the rights to manufacture, promote and sell such products under the brand Casa Zeta-Jones and more. (See Form 8K filing dated July 17, 2020, Exhibit 2.1) The license agreement was valued at $343,094 which include the issuance of 92,999 Series A 3% Convertible Preferred Series A shares valued at $168,116 and 10,000 Preferred Series B voting shares valued at $174,978. (see Note 13). The values were based on the licensor obtaining 95% of the Company’s common shares, whose value was discounted by a 50% factor, given the lightly traded history in its shares. The Company is subject to the following terms: a. A 3 year term as follows: i. Year 1: execution – December 31, 2021 ii. Year 2: January 1, 2022 – December 31, 2022 iii. Year 3: January 1, 2023 – December 31, 2023 b. Marketing date November 2020, On Shelf Date February 15, 2021 c. Royalty payments with a rate of 8%, net of sales d. Advance prepayment of $150,000 to be applied against royalties, paid as follows: i. $50,000 upon signing (paid) ii. $50,000 on July 20, 2020 (paid) iii. $50,000 on September 1, 2020 (paid October 16, 2020) e. Guaranteed minimum sales and guaranteed minimum royalties: Year Guaranteed Minimum Royalties Guaranteed Minimum Sales i. 7/17/20 – 12/31/21 $ 250,000 $ 3,200,000 ii. 1/1/22 – 12/31/22 $ 250,000 $ 3,200,000 iii. 1/1/23 – 12/31/23 $ 250,000 $ 3,200,000 f. The Company to provide the Licensor with 50 gift sets of Licensed Products annually. |
Share Exchange Agreement
Share Exchange Agreement | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Share Exchange Agreement | Note 7 Share Exchange Agreement The Company entered into a Share Exchange Agreement on September 25, 2020 with Posto Del Sole Inc. a New York corporation, to acquire 51% of the shares Posto Del Sole Inc. and in return, the Company will issue 10,000 Preferred Series C shares. (See Note 13). As part of the agreement, the Company is to provide monthly investments to a total aggregate of $1,000,000 during the twelve month period following the closing. Posto Del Sole Inc. has 60 days from closing to provide the necessary financial statements and notes as required to satisfy regulatory requirements and disclosures. The Share Exchange closed subsequent to September 30, 2020. |
Note Payable
Note Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 8 Note Payable The Company has one note payable that is accruing interest at 5% per annum. The note is unsecured and matures on June 30, 2021. September 30, 2020 December 31, 2019 Note payable bearing interest at 5% $ 20,000 $ - Accrued interest thereon 236 - $ 20,236 $ - |
Convertible Notes and Accrued I
Convertible Notes and Accrued Interest Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes and Accrued Interest Payable | Note 9 Convertible Notes and Accrued Interest Payable A summary of the convertible notes and accrued interest payable is as follow: Face Value Conversion Interest Due Date Accrued Carrying Sept 30 Dec 31 $ 10,000 $ 0.005 - - $ - $ 10,000 $ 10,000 $ 10,000 $ 85,000 $ 0.010 - - - 68,100 68,100 85,000 (a) $ 50,000 $ 0.010 10 % 12/21/2020 1,250 50,000 51,250 - (b) $ 5,000 $ 0.010 10 % 12/26/2020 133 5,000 5,133 - (c) $ 7,500 $ 0.010 10 % 6/22/2021 268 7,500 7,768 - (c) $ 20,000 $ 0.040 - - - 20,000 20,000 20,000 $ 68,490 $ 0.050 - - - 68,490 68,490 48,490 (d) $ 25,000 $ 0.050 12 % - 18,934 25,000 43,934 41,690 (e) $ 25,000 $ 0.050 8 % - 31,297 25,000 56,297 54,797 (e) $ 22,388 $ 0.050 5 % - 15,112 22,388 37,500 37,789 (e) $ 110,000 $ 0.050 10 % Various 1,143 11,133 12,276 - (f) $ 68,137 $ 312,611 $ 380,748 $ 297,766 All notes are unsecured and, except where specifically noted, are due on demand. Except for notes denoted below under (e), all accrued interest occurred in the nine months ended September 30, 2020. As at April 2, 2020, all the convertible notes payable have been amended to include that no such conversion shall result in the Holder holding in excess of 9.99% of the total issued and outstanding common stock of the Company at any time. The effect that conversion would have on earnings per share has not been disclosed due to the anti-dilutive effect (a) On July 23, 2020, $16,900 was converted into 1,690,000 common shares. (b) The notes are convertible into common stock at the discretion of the Holder at the lesser of $0.01 or 50% of the lowest closing bid price for the Company’s stock during the 20 days immediately preceding the date of delivery by Holder to the Company of the Conversion Notice. (c) The notes are convertible into common stock at the discretion of the Holder at 50% of the lowest closing bid price for the Company’s common stock during the 30 trading days immediately preceding the date of delivery by Holder to the Company of the Conversion Notice. (d) Included in this debt is $490 due to the former CEO. (e) On April 2, 2020, these notes terms were changed from non-convertible to convertible at $0.05 debt to 1 common share. During the nine-month ended September 30, 2020, interest accrued on this debt was $4,564 (2019 - $4,594). For comparative purposes, these amounts previously shown as debt payable as at December 31, 2020, have been reclassified as convertible debt. (f) Prior to July 17, 2020, the Company’s stock was very lightly traded, such that at the time convertible debt was issued, the instrument was not readily converted into cash. Accordingly, no portion of the instrument was allocated to equity. However, from that date forward, the Company had significant shares traded, such that any convertible debt subsequently issued could be converted into cash, and a portion or all of the proceeds could be allocated to equity. Based on the intrinsic value of the beneficial conversion feature, as per FASB topic ASC 470-20 Debt with Conversion and other Options, Allocated to equity Due date Amortized as Accrued Total $ 20,000 09/30/2021 $ 835 $ 66 $ 901 $ 30,000 03/21/2021 5,066 469 5,535 $ 60,000 08/31/2021 5,232 608 5,840 $ 110,000 $ 11,133 $ 1,143 $ 12,276 |
Related Party
Related Party | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party | Note 10 Related Party As at September 30, 2020, the President and CEO of the Company is owed $300 for out of pocket expenditures and incurred $10,000 in management fees. On September 28, 2020, the Company entered into a renewable employment agreement with the President and CEO of the Company. The term is for one year with a base salary of $8,000 per month. Such base salary may be increased by an amount no less than 5% on each anniversary date plus any additional amount as determined by the Company’s board of directors. The President and CEO of the Company currently holds 10,000 Series B Preferred Super Voting shares which he is entitled to 51% voting rights no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future, such that he shall always have majority voting control of the Company. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Common Stock | Note 11 Common Stock The following common stock transactions occurred during the nine-month ended September 30, 2020: On July 23, 2020, the Company issued 1,785,000 shares of common stock pursuant to a notice of conversion of a note payable of $16,900 at $0.01 per share plus legal fees of $950, totaling $17,850. Subsequent to the period end of September 30, 2020, the Company had the following common stock transactions: On October 27, 2020, the Company issued 1,900,000 shares of common stock pursuant to a notice of partial conversion of a note payable of $9,500 at $0.005 per share. On October 19, 2020, the Company issued 1,730,000 shares of common stock pursuant to a notice of partial conversion of a note payable of $17,300 at $0.01 per share. The following common stock transactions occurred in the year ended December 31, 2019: On March 25, 2019, the Company completed a private placement of 600,000 shares of common stock at a per share price of $0.05 for gross proceeds of $30,000. This was issued during the period ended December 31, 2019. On February 14, 2019, the Company completed a private placement of 400,000 shares of common stock at a per share price of $0.05 for gross proceeds of $20,000. This was issued during the period ended December 31, 2019. There are no shares subject to warrants or options as of September 30, 2020. |
Preferred Shares
Preferred Shares | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Preferred Shares | Note 12 Preferred Shares Series A 3% Convertible Preferred Stock, par value $0.001 with a stated valued of $100 per share There are 100,000 designated and authorized Series A 3% convertible preferred stock with a 9.99% conversion cap and anti-dilution rights for 24 months from time of issuance. Holders of Series A 3% Preferred Stock shall be entitled to receive, when and as declared, dividends equal to 3% per annum on the stated value, payable in additional shares of Series A Preferred Stock. Holders of Series A 3% Convertible Preferred Stock have the right to vote on any matter that may be submitted to the Company’s shareholders for vote, on an as converted basis, either by written consent or by proxy. Each share of Series A 3% Convertible Preferred Stock may be convertible into 3420 shares of Common Stock, or as adjusted to equal the conversion ratio multiplied by a fraction, the numerator of which shall be the number of shares outstanding on a fully diluted basis after the issuance of the dilution shares, and the denominator shall be 360,000,000. (See Form 8K filing on August 6, 2020, Exhibit 10.3) Pursuant to the License Agreement on July 17, 2020, 92,999 Series A 3% Convertible Preferred Stock were issued. The Series A 3% Convertible Preferred Stock was valued at $168,116 which equates to 49% of $343,094 (the valuation calculated for the acquisition cost of the Casa Zeta-Jones Brands License Agreement). The acquisition cost was derived using the current market price of $0.04 x 95% of the number of the issued and outstanding shares of the Company at the time (18,057,565) x 50% of the value. (See Note 6). Series B Super Voting Preferred Stock, par value $0.001 There are 10,000 designated and authorized Series B Super Voting Preferred Stock. Holders with Series B Super Voting Preferred Stock have the right to vote on all shareholder matters equal to 51% of the total vote of common stockholders. The Series B Super Voting Preferred Stock holder is entitled to 51% voting rights no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future, such that the holder of Series B Super Voting Preferred Stock shall always have majority control of the Company. (See Form 8K filing on August 6, 2020, Exhibit 10.3) Pursuant to the License Agreement on July 17, 2020, 10,000 Series B Super Voting Preferred Stock were issued. The Series B Super Voting Preferred Stock was valued at $174,978 which equates to 51% of $343,094 (the valuation calculated for the acquisition cost of the Casa Zeta-Jones Brands License Agreement) as Series B Super Voting Preferred Stock is entitled to 51% voting rights no matter how many shares of common stock or other voting stock of the Company are issued or outstanding and shall always have the majority control of the Company. (See Note 6) Series C 2% Convertible Preferred Stock, par value $0.001 with a stated value of $100 per share There are 10,000 designated and authorized Series C 2% convertible preferred stock with a 9.99% conversion cap. Holders of Series C 2% Preferred Stock shall be entitled to receive, when and as declared, dividends equal to 2% per annum on the stated value, payable in additional shares of Series C Preferred Stock. So long as any shares of Series C Preferred Stock remain outstanding, neither the Company nor any subsidiary thereof shall, without the consent of the Holders of 80% of the shares of Series C Preferred Stock then outstanding, redeem, repurchase or otherwise acquire directly or indirectly any Junior Securities nor shall the Company directly or indirectly pay or declare or make any distribution upon, nor shall any distribution be made in respect of, any Junior Securities, nor shall any monies be set aside for or applied to the purchase or redemption of any Junior Securities. Each holder of the Series C Preferred Stock shall have the right to vote on any matter that may from time to time be submitted to the Company’s shareholders for a vote, on an as converted basis, either by written consent or by proxy. Each share of Series C 2% Convertible Preferred Stock may be convertible into 100 shares of Common Stock. As at September 30, 2020, no Series C Convertible Preferred shares were issued. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 Subsequent Events During October 2020, the Company entered into three convertible note payables totaling $160,000, convertible at $0.05 with a rate of 10% per annum that matures on October 31, 2021. On October 16, 2020, the Company paid the balance of $50,000 towards the advance royalty pursuant to the License Agreement. On October 19, 2020, the Company issued 1,730,000 shares of common stock pursuant to a notice of partial conversion of a note payable of $17,300 at $0.01 per share. On October 27, 2020, the Company issued 1,900,000 shares of common stock pursuant to a notice of partial conversion of a note payable of $9,500 at $0.005 per share. On October 29, 2020, the Company advanced $85,000 towards the investment in Posto Del Sole Inc. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are amortized on a straight-line basis over the term of the Casa Zeta-Jones license, which is 3.5 years. Cost Amortization Net Brand design $ 6,647 $ 462 $ 6,185 License 343,094 20,422 322,672 $ 349,741 $ 20,884 $ 328,857 |
License Agreements (Tables)
License Agreements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
License Agreements | |
Schedule of Guaranteed Minimum Royalties | Guaranteed minimum sales and guaranteed minimum royalties: Year Guaranteed Minimum Royalties Guaranteed Minimum Sales i. 7/17/20 – 12/31/21 $ 250,000 $ 3,200,000 ii. 1/1/22 – 12/31/22 $ 250,000 $ 3,200,000 iii. 1/1/23 – 12/31/23 $ 250,000 $ 3,200,000 |
Note Payable (Tables)
Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | September 30, 2020 December 31, 2019 Note payable bearing interest at 5% $ 20,000 $ - Accrued interest thereon 236 - $ 20,236 $ - |
Convertible Notes and Accrued_2
Convertible Notes and Accrued Interest Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes and Accrued Interest Payable | A summary of the convertible notes and accrued interest payable is as follow: Face Value Conversion Interest Due Date Accrued Carrying Sept 30 Dec 31 $ 10,000 $ 0.005 - - $ - $ 10,000 $ 10,000 $ 10,000 $ 85,000 $ 0.010 - - - 68,100 68,100 85,000 (a) $ 50,000 $ 0.010 10 % 12/21/2020 1,250 50,000 51,250 - (b) $ 5,000 $ 0.010 10 % 12/26/2020 133 5,000 5,133 - (c) $ 7,500 $ 0.010 10 % 6/22/2021 268 7,500 7,768 - (c) $ 20,000 $ 0.040 - - - 20,000 20,000 20,000 $ 68,490 $ 0.050 - - - 68,490 68,490 48,490 (d) $ 25,000 $ 0.050 12 % - 18,934 25,000 43,934 41,690 (e) $ 25,000 $ 0.050 8 % - 31,297 25,000 56,297 54,797 (e) $ 22,388 $ 0.050 5 % - 15,112 22,388 37,500 37,789 (e) $ 110,000 $ 0.050 10 % Various 1,143 11,133 12,276 - (f) $ 68,137 $ 312,611 $ 380,748 $ 297,766 All notes are unsecured and, except where specifically noted, are due on demand. Except for notes denoted below under (e), all accrued interest occurred in the nine months ended September 30, 2020. As at April 2, 2020, all the convertible notes payable have been amended to include that no such conversion shall result in the Holder holding in excess of 9.99% of the total issued and outstanding common stock of the Company at any time. The effect that conversion would have on earnings per share has not been disclosed due to the anti-dilutive effect (a) On July 23, 2020, $16,900 was converted into 1,690,000 common shares. (b) The notes are convertible into common stock at the discretion of the Holder at the lesser of $0.01 or 50% of the lowest closing bid price for the Company’s stock during the 20 days immediately preceding the date of delivery by Holder to the Company of the Conversion Notice. (c) The notes are convertible into common stock at the discretion of the Holder at 50% of the lowest closing bid price for the Company’s common stock during the 30 trading days immediately preceding the date of delivery by Holder to the Company of the Conversion Notice. (d) Included in this debt is $490 due to the former CEO. (e) On April 2, 2020, these notes terms were changed from non-convertible to convertible at $0.05 debt to 1 common share. During the nine-month ended September 30, 2020, interest accrued on this debt was $4,564 (2019 - $4,594). For comparative purposes, these amounts previously shown as debt payable as at December 31, 2020, have been reclassified as convertible debt. (f) Prior to July 17, 2020, the Company’s stock was very lightly traded, such that at the time convertible debt was issued, the instrument was not readily converted into cash. Accordingly, no portion of the instrument was allocated to equity. However, from that date forward, the Company had significant shares traded, such that any convertible debt subsequently issued could be converted into cash, and a portion or all of the proceeds could be allocated to equity. Based on the intrinsic value of the beneficial conversion feature, as per FASB topic ASC 470-20 Debt with Conversion and other Options, |
Schedule of Convertible Notes | A summary of the balances of each note is as follows: Allocated to equity Due date Amortized as Accrued Total $ 20,000 09/30/2021 $ 835 $ 66 $ 901 $ 30,000 03/21/2021 5,066 469 5,535 $ 60,000 08/31/2021 5,232 608 5,840 $ 110,000 $ 11,133 $ 1,143 $ 12,276 |
Nature and Continuance of Ope_2
Nature and Continuance of Operations (Details Narrative) - USD ($) | Jan. 21, 2015 | Sep. 30, 2020 | Sep. 25, 2020 | Jul. 17, 2020 | Dec. 31, 2019 | Jan. 20, 2015 |
Common stock conversion basis | Issued and outstanding shares of common stock, on a 10 for 1 basis | |||||
Common stock, shares issued | 113,020,000 | 19,842,565 | 18,057,565 | 11,302,000 | ||
Common stock, shares outstanding | 113,020,000 | 19,842,565 | 18,057,565 | 11,302,000 | ||
Accumulated losses | $ 758,182 | $ 574,279 | ||||
Casa Zeta-Jones Brand [Member] | License Agreement [Member] | ||||||
Percentage of common shares acquired | 95.00% | |||||
Posto Del Sole Inc [Member] | Share Exchange Agreement [Member] | ||||||
Percentage of common shares acquired | 51.00% |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | 9 Months Ended |
Sep. 30, 2020 | |
License Agreement [Member] | |
Intangible assets, remaining amortization period | 3 years 6 months |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) | Sep. 30, 2020USD ($) |
Cost | $ 349,741 |
Amortization | 20,884 |
Net | 328,857 |
Brand Design [Member] | |
Cost | 6,647 |
Amortization | 462 |
Net | 6,185 |
License [Member] | |
Cost | 343,094 |
Amortization | 20,422 |
Net | $ 322,672 |
License Agreement (Details Narr
License Agreement (Details Narrative) - USD ($) | Jul. 17, 2020 | Sep. 16, 2016 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2018 |
Payment to intangible assets | $ 6,647 | ||||||||||
Amortization of license | $ 20,884 | ||||||||||
Number of shares issued, value | |||||||||||
Series B Preferred Stock [Member] | |||||||||||
Number of shares issued | |||||||||||
Number of shares issued, value | |||||||||||
Licensor [Member] | |||||||||||
Payment to intangible assets | $ 16,500 | ||||||||||
Unpaid balance on license | 33,500 | ||||||||||
Amortization of license | $ 50,000 | ||||||||||
License Agreement [Member] | |||||||||||
License agreement term | 2 years | 7 days | |||||||||
License agreement cost | $ 343,094 | $ 10,000 | |||||||||
Common shares, percentage | 95.00% | ||||||||||
Discount percentage | 50.00% | ||||||||||
Advance prepayment | $ 150,000 | ||||||||||
License Agreement [Member] | Sales [Member] | |||||||||||
Royalty payments, percentage | 8.00% | ||||||||||
License Agreement [Member] | Year 1 [Member] | |||||||||||
Maturity date, description | Execution - December 31, 2021 | ||||||||||
License Agreement [Member] | Year 2 [Member] | |||||||||||
Maturity date, description | January 1, 2022 - December 31, 2022 | ||||||||||
License Agreement [Member] | Year 3 [Member] | |||||||||||
Maturity date, description | January 1, 2023 - December 31, 2023 | ||||||||||
License Agreement [Member] | Series B Preferred Stock [Member] | |||||||||||
Number of shares issued | 10,000 | ||||||||||
Number of shares issued, value | $ 174,978 | ||||||||||
License Agreement [Member] | 3% Convertible Preferred Series A [Member] | |||||||||||
Number of shares issued | 92,999 | ||||||||||
Number of shares issued, value | $ 168,116 | ||||||||||
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 | ||||||||||
License Agreement [Member] | Upon Signing [Member] | |||||||||||
Advance prepayment | 50,000 | ||||||||||
License Agreement [Member] | On July 20, 2020 [Member] | |||||||||||
Advance prepayment | 50,000 | ||||||||||
License Agreement [Member] | On September1, 2020 [Member] | |||||||||||
Advance prepayment | $ 50,000 |
License Agreements - Schedule o
License Agreements - Schedule of Guaranteed Minimum Royalties (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Guaranteed Minimum Sales | $ 210 | $ 1,371 | $ 1,164 | $ 3,049 |
7/17/20 - 12/31/21 [Member] | ||||
Guaranteed Minimum Royalties | 250,000 | |||
Guaranteed Minimum Sales | 3,200,000 | |||
1/1/22 - 12/31/22 [Member] | ||||
Guaranteed Minimum Royalties | 250,000 | |||
Guaranteed Minimum Sales | 3,200,000 | |||
1/1/22 - 12/31/22 [Member] | ||||
Guaranteed Minimum Royalties | 250,000 | |||
Guaranteed Minimum Sales | $ 3,200,000 |
Share Exchange Agreement (Detai
Share Exchange Agreement (Details Narrative) - Posto Del Sole Inc [Member] - Share Exchange Agreement [Member] | Sep. 25, 2020USD ($)shares |
Acquisition percentage of shares | 51.00% |
Shares issued | shares | 10,000 |
Aggregate amount | $ | $ 1,000,000 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - Note Payable One [Member] | 9 Months Ended |
Sep. 30, 2020 | |
Interest rate | 5.00% |
Maturity date | Jun. 30, 2021 |
Note Payable - Schedule of Note
Note Payable - Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accrued interest thereon | $ 68,137 | |
Notes payable | 20,236 | |
Note Payable One [Member] | ||
Note payable bearing interest at 5% | 20,000 | |
Accrued interest thereon | 236 | |
Notes payable | $ 20,236 |
Note Payable - Schedule of No_2
Note Payable - Schedule of Notes Payable (Details) (Parenthetical) | Sep. 30, 2020 |
Note Payable One [Member] | |
Interest rate | 5.00% |
Convertible Notes and Accrued_3
Convertible Notes and Accrued Interest Payable (Details Narrative) | Apr. 02, 2020 |
Convertible Notes Payable [Member] | Holder [Member] | |
Debt instrument conversion percentage | 9.99% |
Convertible Notes and Accrued_4
Convertible Notes and Accrued Interest Payable - Schedule of Convertible Notes and Accrued Interest Payable (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2020 | Jul. 23, 2020 | Dec. 31, 2019 | ||
Conversion Rate | $ 0.01 | $ 0.01 | ||
Accrued Interest | $ 68,137 | |||
Carrying Value | 312,611 | |||
Convertible Notes and Accrued Interest Payable | 380,747 | $ 297,766 | ||
Convertible Notes Payable One [Member] | ||||
Face Value | $ 10,000 | |||
Conversion Rate | $ 0.005 | |||
Interest rate | 0.00% | |||
Accrued Interest | ||||
Carrying Value | 10,000 | |||
Convertible Notes and Accrued Interest Payable | 10,000 | 10,000 | ||
Convertible Notes Payable Two [Member] | ||||
Face Value | $ 85,000 | |||
Conversion Rate | $ 0.010 | |||
Interest rate | 0.00% | |||
Accrued Interest | ||||
Carrying Value | 68,100 | |||
Convertible Notes and Accrued Interest Payable | 68,100 | 85,000 | [1] | |
Convertible Notes Payable Three [Member] | ||||
Face Value | $ 50,000 | |||
Conversion Rate | $ 0.010 | |||
Interest rate | 10.00% | |||
Due Date | Dec. 21, 2020 | |||
Accrued Interest | $ 1,250 | |||
Carrying Value | 50,000 | |||
Convertible Notes and Accrued Interest Payable | 51,250 | [2] | ||
Convertible Notes Payable Four [Member] | ||||
Face Value | $ 5,000 | |||
Conversion Rate | $ 0.010 | |||
Interest rate | 10.00% | |||
Due Date | Dec. 26, 2020 | |||
Accrued Interest | $ 133 | |||
Carrying Value | 5,000 | |||
Convertible Notes and Accrued Interest Payable | 5,133 | [3] | ||
Convertible Notes Payable Five [Member] | ||||
Face Value | $ 7,500 | |||
Conversion Rate | $ 0.010 | |||
Interest rate | 10.00% | |||
Due Date | Jun. 22, 2021 | |||
Accrued Interest | $ 268 | |||
Carrying Value | 7,500 | |||
Convertible Notes and Accrued Interest Payable | 7,768 | [3] | ||
Convertible Notes Payable Six [Member] | ||||
Face Value | $ 20,000 | |||
Conversion Rate | $ 0.040 | |||
Interest rate | 0.00% | |||
Accrued Interest | ||||
Carrying Value | 20,000 | |||
Convertible Notes and Accrued Interest Payable | 20,000 | 20,000 | ||
Convertible Notes Payable Seven [Member] | ||||
Face Value | $ 68,490 | |||
Conversion Rate | $ 0.050 | |||
Interest rate | 0.00% | |||
Accrued Interest | ||||
Carrying Value | 68,490 | |||
Convertible Notes and Accrued Interest Payable | 68,490 | 48,490 | [4] | |
Convertible Notes Payable Eight [Member] | ||||
Face Value | $ 25,000 | |||
Conversion Rate | $ 0.050 | |||
Interest rate | 12.00% | |||
Accrued Interest | $ 18,934 | |||
Carrying Value | 25,000 | |||
Convertible Notes and Accrued Interest Payable | 43,934 | 41,690 | [5] | |
Convertible Notes Payable Nine [Member] | ||||
Face Value | $ 25,000 | |||
Conversion Rate | $ 0.050 | |||
Interest rate | 8.00% | |||
Accrued Interest | $ 31,297 | |||
Carrying Value | 25,000 | |||
Convertible Notes and Accrued Interest Payable | 56,297 | 54,797 | [5] | |
Convertible Notes Payable Ten [Member] | ||||
Face Value | $ 22,388 | |||
Conversion Rate | $ 0.050 | |||
Interest rate | 5.00% | |||
Accrued Interest | $ 15,112 | |||
Carrying Value | 22,388 | |||
Convertible Notes and Accrued Interest Payable | 37,500 | 37,789 | [5] | |
Convertible Notes Payable Eleven [Member] | ||||
Face Value | $ 110,000 | |||
Conversion Rate | $ 0.050 | |||
Interest rate | 10.00% | |||
Accrued Interest | $ 1,143 | |||
Carrying Value | 11,133 | |||
Convertible Notes and Accrued Interest Payable | $ 12,276 | [6] | ||
Due Date, description | Various | |||
[1] | On July 23, 2020, $16,900 was converted into 1,690,000 common shares. | |||
[2] | The notes are convertible into common stock at the discretion of the Holder at the lesser of $0.01 or 50% of the lowest closing bid price for the Company's stock during the 20 days immediately preceding the date of delivery by Holder to the Company of the Conversion Notice. | |||
[3] | The notes are convertible into common stock at the discretion of the Holder at 50% of the lowest closing bid price for the Company's common stock during the 30 trading days immediately preceding the date of delivery by Holder to the Company of the Conversion Notice. | |||
[4] | Included in this debt is $490 due to the former CEO. | |||
[5] | On April 2, 2020, these notes terms were changed from non-convertible to convertible at $0.05 debt to 1 common share. During the nine-month ended September 30, 2020, interest accrued on this debt was $4,564 (2019 - $4,594). For comparative purposes, these amounts previously shown as debt payable as at December 31, 2020, have been reclassified as convertible debt. | |||
[6] | Prior to July 17, 2020, the Company's stock was very lightly traded, such that at the time convertible debt was issued, the instrument was not readily converted into cash. Accordingly, no portion of the instrument was allocated to equity. However, from that date forward, the Company had significant shares traded, such that any convertible debt subsequently issued could be converted into cash, and a portion or all of the proceeds could be allocated to equity. Based on the intrinsic value of the beneficial conversion feature, as per FASB topic ASC 470-20 Debt with Conversion and other Options, it was determined that all of the value of the notes should be allocated to equity and amortized to interest, based on the due date of the debt. A summary of the balances of each note is as follows: |
Convertible Notes and Accrued_5
Convertible Notes and Accrued Interest Payable - Schedule of Convertible Notes and Accrued Interest Payable (Details) (Parenthetical) | Jul. 23, 2020USD ($)$ / sharesshares | Jul. 23, 2020USD ($)$ / sharesshares | Apr. 02, 2020$ / sharesshares | Sep. 30, 2019USD ($)shares | Mar. 31, 2019shares | Sep. 30, 2020USD ($)Integer$ / shares |
Converted common shares value | $ | $ 17,850 | |||||
Convertible notes payable common shares converted | shares | 1,785,000 | |||||
Conversion price per share | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common Stock [Member] | ||||||
Number of shares issued | shares | 300,000 | |||||
Convertible Notes Payable Two [Member] | ||||||
Converted common shares value | $ | $ 16,900 | |||||
Convertible notes payable common shares converted | shares | 1,690,000 | |||||
Conversion price per share | 0.010 | |||||
Convertible Notes Payable Three [Member] | ||||||
Conversion price per share | 0.010 | |||||
Convertible Notes Payable Three [Member] | Holder [Member] | ||||||
Conversion price per share | $ 0.01 | |||||
Debt instrument conversion percentage | 50.00% | |||||
Convertible Notes Payable [Member] | ||||||
Conversion price per share | $ 0.05 | |||||
Number of shares issued | shares | 1 | |||||
Accrued interest | $ | $ 4,594 | $ 4,564 | ||||
Convertible Notes Payable [Member] | Holder [Member] | ||||||
Debt instrument conversion percentage | 9.99% | |||||
Convertible Notes Payable [Member] | Holder [Member] | Common Stock [Member] | ||||||
Debt instrument conversion percentage | 50.00% | |||||
Debt instrument trading days | Integer | 30 | |||||
Convertible Notes Payable [Member] | Former CEO [Member] | ||||||
Payments for related party debt | $ | $ 490 |
Convertible Notes and Accrued_6
Convertible Notes and Accrued Interest Payable - Schedule of Convertible Notes (Details) - USD ($) | Jul. 23, 2020 | Sep. 30, 2020 |
Allocated to equity | $ 17,850 | |
Accrued Interest | $ 68,137 | |
Total | 312,611 | |
Convertible Debt One [Member] | ||
Allocated to equity | $ 20,000 | |
Due date | Sep. 30, 2021 | |
Amortized as Interest | $ 835 | |
Accrued Interest | 66 | |
Total | 901 | |
Convertible Debt Two [Member] | ||
Allocated to equity | $ 30,000 | |
Due date | Mar. 21, 2021 | |
Amortized as Interest | $ 5,066 | |
Accrued Interest | 469 | |
Total | 5,535 | |
Convertible Debt Three [Member] | ||
Allocated to equity | $ 60,000 | |
Due date | Aug. 31, 2021 | |
Amortized as Interest | $ 5,232 | |
Accrued Interest | 608 | |
Total | 5,840 | |
Convertible Debt [Member] | ||
Allocated to equity | 110,000 | |
Amortized as Interest | 11,133 | |
Accrued Interest | 1,143 | |
Total | $ 12,276 |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) | Sep. 28, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Management fees | $ 10,000 | $ 10,000 | |||
President and CEO [Member] | |||||
Pocket expenditures | 300 | ||||
Management fees | $ 10,000 | ||||
Salary per month | $ 8,000 | ||||
Salary percentage | 5.00% | ||||
President and CEO [Member] | Series B Preferred Stock [Member] | |||||
Voting shares | 10,000 | ||||
Voting rights | The President and CEO of the Company currently holds 10,000 Series B Preferred Super Voting shares which he is entitled to 51% voting rights no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future, such that he shall always have majority voting control of the Company. |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Oct. 27, 2020 | Oct. 19, 2020 | Jul. 23, 2020 | Mar. 25, 2019 | Feb. 14, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Oct. 31, 2020 | Sep. 30, 2020 |
Debt instrument converted shares | 1,785,000 | ||||||||
Convertible note payable | $ 16,900 | ||||||||
Conversion price per share | $ 0.01 | $ 0.01 | |||||||
Legal fees | $ 950 | ||||||||
Convertible notes payable common shares value | $ 17,850 | ||||||||
Number of warrants or rights outstanding | |||||||||
Private Placement [Member] | |||||||||
Number of shares issued | 600,000 | 400,000 | |||||||
Share issued price per share | $ 0.05 | $ 0.05 | |||||||
Gross proceed from issuance of common stock | $ 30,000 | $ 20,000 | |||||||
Common Stock [Member] | |||||||||
Number of shares issued | 300,000 | ||||||||
Subsequent Event [Member] | |||||||||
Convertible note payable | $ 160,000 | ||||||||
Conversion price per share | $ 0.05 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Debt instrument converted shares | 1,900,000 | 1,730,000 | |||||||
Convertible note payable | $ 9,500 | $ 17,300 | |||||||
Conversion price per share | $ 0.005 | $ 0.01 |
Preferred Shares (Details Narra
Preferred Shares (Details Narrative) - USD ($) | Jul. 23, 2020 | Jul. 17, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Debt instrument converted shares | 1,785,000 | ||||
Number of shares issued, value | |||||
License Agreement [Member] | |||||
Common stock, percentage | 95.00% | ||||
Series A 3% Convertible Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 100,000 | ||||
Debt instrument conversion percentage | 9.99% | ||||
Debt instrument converted shares | 3,420 | ||||
Diluted shares | 360,000,000 | ||||
Series A 3% Convertible Preferred Stock [Member] | License Agreement [Member] | |||||
Number of shares issued | 92,999 | ||||
Number of shares issued, value | $ 168,116 | ||||
Common stock, percentage | 49.00% | ||||
Common stock shares, description | The acquisition cost was derived using the current market price of $0.04 x 95% of the number of the issued and outstanding shares of the Company at the time (18,057,565) x 50% of the value. (See Note 6). | ||||
Series A 3% Convertible Preferred Stock [Member] | License Agreement [Member] | Casa Zeta-Jones Brand [Member] | |||||
Number of shares issued, value | $ 343,094 | ||||
Series B Super Voting Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 10,000 | ||||
Debt instrument conversion percentage | 51.00% | ||||
Series B Super Voting Preferred Stock [Member] | License Agreement [Member] | |||||
Number of shares issued | 10,000 | ||||
Number of shares issued, value | $ 174,978 | ||||
Common stock, percentage | 51.00% | ||||
Voting rights | Series B Super Voting Preferred Stock is entitled to 51% voting rights no matter how many shares of common stock or other voting stock of the Company are issued or outstanding and shall always have the majority control of the Company. | ||||
Series B Super Voting Preferred Stock [Member] | License Agreement [Member] | Casa Zeta-Jones Brand [Member] | |||||
Number of shares issued, value | $ 343,094 | ||||
Series C 2% Convertible Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 10,000 | ||||
Debt instrument conversion percentage | 9.99% | ||||
Debt instrument converted shares | 100 | ||||
Number of shares issued |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 29, 2020 | Oct. 27, 2020 | Oct. 19, 2020 | Oct. 16, 2020 | Jul. 23, 2020 | Jul. 17, 2020 | Oct. 31, 2020 | Sep. 30, 2020 |
Convertible note payable | $ 16,900 | |||||||
Conversion price per share | $ 0.01 | $ 0.01 | ||||||
Convertible notes payable common shares converted | 1,785,000 | |||||||
License Agreement [Member] | ||||||||
Advance prepayment of royalty | $ 150,000 | |||||||
Subsequent Event [Member] | ||||||||
Convertible note payable | $ 160,000 | |||||||
Conversion price per share | $ 0.05 | |||||||
Conversion rate | 10.00% | |||||||
Debt instrument, conversion maturity date | Oct. 31, 2021 | |||||||
Subsequent Event [Member] | Posto Del Sole Inc [Member] | ||||||||
Advance in investment | $ 85,000 | |||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||
Convertible note payable | $ 9,500 | $ 17,300 | ||||||
Conversion price per share | $ 0.005 | $ 0.01 | ||||||
Convertible notes payable common shares converted | 1,900,000 | 1,730,000 | ||||||
Subsequent Event [Member] | License Agreement [Member] | ||||||||
Advance prepayment of royalty | $ 50,000 |