Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | May 23, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | DSG Global Inc. | |
Entity Central Index Key | 0001413909 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 2,019,974 | |
Entity Common Stock, Shares Outstanding | 690,403 | |
Trading Symbol | DSGT | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash | $ 5,059 | $ 5,488 |
Trade receivables, net | 139,400 | 23,736 |
Inventories, net of inventory allowance of $146,292 and $Nil, respectively | 141,296 | 8,929 |
Prepaid expenses and deposits | 47,484 | 20,355 |
Receivable from related party | 1,034 | |
TOTAL CURRENT ASSETS | 333,239 | 59,542 |
NON-CURRENT ASSETS | ||
Intangible assets, net | 15,289 | 15,395 |
Fixed assets, net | 869 | 964 |
Equipment on lease, net | 3,316 | 14,814 |
TOTAL NON-CURRENT ASSETS | 19,474 | 31,173 |
TOTAL ASSETS | 352,713 | 90,715 |
CURRENT LIABILITIES | ||
Trade and other payables | 1,897,530 | 3,328,851 |
Deferred revenue | 215,662 | 159,665 |
Warranty reserve | 165,523 | |
Convertible note payable to related party | 310,000 | 310,000 |
Loans payable | 795,588 | 887,275 |
Derivative liability | 2,188,354 | 1,676,155 |
Convertible notes payable, net of unamortized discount of $213,461 and $301,360, respectively | 1,613,912 | 2,019,132 |
TOTAL CURRENT LIABILITIES | 7,021,046 | 8,546,601 |
Going concern (Note 2) | ||
Commitments (Note 15) | ||
Contingencies (Note 16) | ||
Subsequent events (Note 20) | ||
MEZZANINE EQUITY | ||
Redeemable preferred stock, (2018 - to be issued, 2017 - issued) | 6,702,450 | 5,286,731 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock to be issued | 4,872,732 | |
Common stock, $0.001 par value, 750,000 shares authorized, (2017 - 500,000); 634,471 issued and outstanding (2017 - 25,485) | 634 | 25 |
Additional paid in capital, common stock | 22,415,121 | 17,613,525 |
Discounts on common stock | (69,838) | |
Other accumulated comprehensive income | 1,465,389 | 873,250 |
Accumulated deficit | (42,054,821) | (32,229,417) |
TOTAL STOCKHOLDERS' DEFICIT | (13,370,783) | (13,742,617) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 352,713 | $ 90,715 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Net of inventory allowance | $ 146,292 | |
Convertible note payable, unamortized discount | $ 213,461 | $ 301,360 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000 | 500,000 |
Common stock, shares issued | 634,471 | 25,485 |
Common stock, shares outstanding | 634,471 | 25,485 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 1,281,024 | $ 1,100,577 |
Cost of revenue | 191,650 | 388,220 |
Gross profit | 1,089,374 | 712,357 |
Operating Expenses | ||
Compensation expense | 726,520 | 746,739 |
General and administration expense | 1,561,000 | 1,414,983 |
Warranty (recovery) expense | (89,037) | 90,284 |
Bad debt | 61,059 | 75,540 |
Depreciation and amortization expense | 13,649 | 29,681 |
Total operating expense | 2,273,191 | 2,357,227 |
Loss from operations | (1,183,817) | (1,644,870) |
Other Income (Expense) | ||
Foreign currency exchange | (59,050) | 107,096 |
Unrealized gains (losses) on derivative instruments, net | 1,005,458 | (824,986) |
Loss on extinguishment of debt | (6,889,665) | (22,150) |
Finance costs | (2,698,330) | (1,731,921) |
Total Other Expense | (8,641,587) | (2,471,961) |
Loss from continuing operations before income taxes | (9,825,404) | (4,116,831) |
Provision for income taxes | ||
Net loss | $ (9,825,404) | $ (4,116,831) |
Basic and Diluted: | ||
Basic | $ (28.88) | $ (372.67) |
Diluted | $ (28.88) | $ (372.67) |
Weighted average number of shares used in computing basic and diluted net loss per share: | ||
Basic | 340,264 | 11,047 |
Diluted | 340,264 | 11,047 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (9,825,404) | $ (4,116,831) |
Other comprehensive income | ||
Change in foreign currency translation adjustments | 592,139 | (423,402) |
Comprehensive loss | $ (9,233,265) | $ (4,540,233) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Common Stock Additional Paid in Capital [Member] | Discount on Common Stock [Member] | Preferred Stock To Be Issued [Member] | Accumulated Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 7 | $ 16,012,506 | $ 1,296,652 | $ (28,112,586) | $ (10,803,421) | ||
Balance, shares at Dec. 31, 2016 | 7,587 | ||||||
Shares issued for cash | 50,000 | 50,000 | |||||
Shares issued for cash, shares | 125 | ||||||
Shares issued for services | $ 1 | 562,499 | 562,500 | ||||
Shares issued for services, shares | 563 | ||||||
Shares issued for commitment fee | 198,000 | 198,000 | |||||
Shares issued for commitment fee, shares | 138 | ||||||
Shares issued on conversion of debt | $ 17 | 797,270 | 797,287 | ||||
Shares issued on conversion of debt, shares | 17,072 | ||||||
Share issuance costs | (6,750) | (6,750) | |||||
Net loss for the period | (423,402) | (4,116,831) | (4,540,233) | ||||
Balance at Dec. 31, 2017 | $ 25 | 17,613,525 | 873,250 | (32,229,417) | (13,742,617) | ||
Balance, shares at Dec. 31, 2017 | 25,485 | ||||||
Shares issued for cash | $ 12 | 81,647 | 81,659 | ||||
Shares issued for cash, shares | 12,501 | ||||||
Shares issued for services | $ 24 | 332,476 | 332,500 | ||||
Shares issued for services, shares | 23,750 | ||||||
Shares issued for commitment fee | 2,250 | 2,250 | |||||
Shares issued for commitment fee, shares | 188 | ||||||
Shares issued on conversion of debt | $ 573 | 4,385,223 | (69,838) | 4,315,958 | |||
Shares issued on conversion of debt, shares | 572,547 | ||||||
Preferred shares to be issued for restructure of debt | 4,872,732 | 4,872,732 | |||||
Net loss for the period | 592,139 | (9,825,404) | (9,233,265) | ||||
Balance at Dec. 31, 2018 | $ 634 | $ 22,415,121 | $ (69,838) | $ 4,872,732 | $ 1,465,389 | $ (42,054,821) | $ (13,370,783) |
Balance, shares at Dec. 31, 2018 | 634,971 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (9,825,404) | $ (4,116,831) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 13,649 | 29,681 |
Change in inventory allowance | 146,292 | |
Depreciation included in cost of revenue | 5,359 | |
Non-cash financing costs | 261,220 | |
Accretion of discounts on convertible debt | 1,742,705 | 950,613 |
Change in fair value of derivative liabilities | (1,005,458) | 824,986 |
Reserve for bad debt | 61,059 | 75,540 |
Shares issued for services | 334,750 | 760,500 |
Loss on extinguishment of debt | 6,889,665 | 22,150 |
(Increase) decrease in assets: | ||
Trade receivables, net | (216,538) | (9,238) |
Inventories | (278,659) | 71,644 |
Prepaid expense and deposits | (27,129) | 35,721 |
Related party receivable | 1,034 | (2,560) |
Increase (decrease) in current liabilities: | ||
Trade payables and accruals | 568,132 | 719,127 |
Warranty reserve | 55,997 | 53,808 |
Deferred revenue | (165,523) | 10,518 |
Net cash used in operating activities | (1,421,237) | (568,972) |
Cash flows from investing activities | ||
Purchase of fixed assets | (1,570) | |
Purchase of intangible assets | (1,100) | |
Net cash used in investing activities | (2,670) | |
Cash flows from financing activities | ||
Bank overdraft | (5,316) | |
Proceeds from issuing shares | 81,659 | 50,000 |
Share issuance costs | (6,750) | |
Payments on notes payable | (45,000) | |
Proceeds from notes payable | 1,292,000 | 946,750 |
Net cash provided by financing activities | 1,328,659 | 984,684 |
Net increase in cash and cash equivalents | (95,248) | 415,712 |
Effect of exchange rate changes on cash and cash equivalents | 94,819 | (410,224) |
Cash and cash equivalents at beginning of period | 5,488 | |
Cash and cash equivalents at the end of the period | $ 5,059 | $ 5,488 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 –ORGANIZATION DSG Global, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on September 24, 2007. The Company was formed to option feature films and TV projects to be packaged for sale to movie studios and production companies. On January 19, 2015, the Board of Directors approved an agreement and plan of merger to merge with wholly-owned subsidiary DSG Global Inc., a Nevada corporation, and affected a name change from Boreal Productions Inc. to DSG Global, Inc. On April 13, 2015, the Company entered into a share exchange agreement with DSG Tag Systems Inc. (“DSG Tag”), now wholly-owned subsidiary of the Company, incorporated under the laws of the State of Nevada on April 17, 2008 and extra provincially registered in British Columbia, Canada in 2008. In March 2011, DSG TAG formed DSG Tag Systems International, Ltd. in the United Kingdom (“DSG UK”). DSG UK is a wholly owned subsidiary of DSG TAG. The Company is a technology development company engaged in the design, manufacture, and marketing of fleet management solutions in the golf industry. The Company’s principal activities are the sale and rental of GPS tracking devices and interfaces for golf vehicles and related support services. On March 26, 2019, the Company effected a reverse stock split of its shares of common stock on a four thousand (4,000) old for one (1) new basis. Upon effect of the reverse split, authorized capital decreased from 3,000,000,000 shares of common stock to 750,000 shares of common stock,with a par value of $0.001. Shares of Preferred Stock remain unchanged. These consolidated financial statements give retroactive effect to such reverse stock split named above and all share and per share amounts have been adjusted accordingly, unless otherwise noted. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – GOING CONCERN These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and note holders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As at December 31, 2018, the Company has a working capital deficit of $6,687,807 and has an accumulated deficit of $42,054,821 since inception. Furthermore, the Company incurred a net loss of $9,825,404 and used $1,421,237 of cash flows for operating activities during the year ended December 31, 2018. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain comparative information has been reclassified to conform with the financial statement presentation adopted in the current year. Principles of Consolidation The consolidated financial statements include the accounts of DSG Global Inc. and its subsidiary DSG Tag Systems, Inc. and its wholly owned subsidiary DSG UK, collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in the consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the collectability of accounts receivable, valuation of inventory, useful lives and recoverability of long-lived assets, valuation of loans payable, fair value of convertible debentures, derivative liabilities, warranty reserves, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined. The Company’s policy for equipment requires judgment in determining whether the present value of future expected economic benefits exceeds capitalized costs. The policy requires management to make certain estimates and assumptions about future economic benefits related to its operations. Estimates and assumptions may change if new information becomes available. If information becomes available suggesting that the recovery of capitalized cost is unlikely, the capitalized cost is written off to the consolidated statement of operations. The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but is not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company’s ability to continue as a going concern. Foreign Currency Translation The Company’s functional and reporting currency is the U.S. dollar. The functional currency of DSG TAG is in Canadian dollars. The functional currency of DSG UK is in British Pounds. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The accounts of DSG TAG and DSG UK are translated to U.S. dollars using the current rate method. Accordingly, assets and liabilities are translated into U.S. dollars at the period-end exchange rate while revenues and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss). Reportable Segment The Company has one reportable segment. The Company’s activities are interrelated, and each activity is dependent upon and supportive of the other. Accordingly, all significant operating decisions are based on analysis of financial products provided as a single global business. Revenue Recognition and Warranty Reserve In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The Company adopted this standard on a modified retroactive basis on January 1, 2018. No financial statement impact occurred upon adoption. Revenue from Contracts with Customers Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Topic 606 Topic 606. Topic 605, Revenue Recognition The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is measured based on the consideration the Company expects to receive in exchange for those products. In instances where final acceptance of the product is specified by the customer, revenue is deferred until all acceptance criteria have been met. Revenues are recognized under Topic 606 ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. Performance Obligations and Signification Judgments The Company’s revenue streams can be categorized into the following performance obligations and recognition patterns: 1. Sale, delivery and installation of Tag, Text and Infinity products, along with digital mapping and customer training. The Company recognizes revenue at a point in time when final sign-off on the installation is obtained from the General Manager and/or Director of Golf. 2. Provision of internet connectivity, regular software updates, software maintenance and basic customer support service. The Company recognizes revenue over time, evenly over the term of the service. 3. Sale and delivery of Fairway Rider products. The Company recognizes revenue at a point in time when control transfers to the customer. Transaction prices for performance obligations are explicitly outlined in relevant agreements, therefore, the Company does not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. Warranty Reserve The Company accrued for warranty costs, sales returns, and other allowances based on its historical experience. During the fiscal year ending December 31, 2018, the Company determined it no longer required a warranty reverse due to changes in the warranty policies on new products. The warranty reserve was $Nil and $165,523 as at December 31, 2018 and 2017, respectively. Research and Development Research and development expenses include payroll, employee benefits, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs, localization costs incurred to translate software for international markets, and the amortization of purchased software code and services content. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached. Research and development is expensed and is included in operating expenses. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized. The Company has not recorded any amounts pertaining to uncertain tax positions. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash, and trade receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base, most of which are in Canada, United States and the United Kingdom. The Company controls credit risk related to trade receivables through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets. Contingencies Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. Cash and Cash Equivalents Cash and equivalents include cash in hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. At December 31, 2018 and 2017, there were no uninsured balances for accounts in Canada, the United States and the United Kingdom. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. Accounts Receivable All accounts receivable are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days, the customer is contacted to arrange payment. The Company uses the allowance method to account for uncollectable accounts receivable. The allowance for doubtful accounts as of December 31, 2018 and 2017 was $44,814 and $28,637, respectively. Financing Receivables and Guarantees The Company provides financing arrangements, including operating leases and financed service contracts for certain qualified customers. Lease receivables primarily represent sales-type and direct-financing leases. Leases typically have two- to three-year terms and are collateralized by a security interest in the underlying assets. The Company makes an allowance for uncollectible financing receivables based on a variety of factors, including the risk rating of the portfolio, macroeconomic conditions, historical experience, and other market factors. At December 31, 2018 and 2017 management determined that there was no allowance necessary. The Company also provides financing guarantees, which are generally for various third-party financing arrangements to channel partners and other customers. The Company could be called upon to make payment under these guarantees in the event of nonpayment to the third party. As at December 31, 2018, no financing receivables are outstanding. Advertising Costs The Company expenses all advertising costs as incurred. Advertising and marketing costs were $404,391 and $581,653 for the years ended December 31, 2018 and 2017, respectively. Inventory Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in-first-out basis for finished goods. Net realizable value is determined on the basis of anticipated sales proceeds less the estimated selling expenses. Management compares the cost of inventories with the net realizable value and an allowance is made to write down inventories to net realizable value, if lower. The inventory allowance as at December 31, 2018 and 2017 was $146,292 and $Nil, respectively. Fixed Assets and Equipment on Lease Fixed assets and equipment on lease are stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of fixed assets are generally as follows: Furniture and equipment 5-years straight-line Computer equipment 3-years straight-line Equipment on lease 5-years straight-line Intangible Assets Intangible assets are stated at cost less accumulated amortization and are comprised of patents. The patents are amortized straight-line over the estimated useful life of 17 years and are reviewed annually for impairment. Impairment of Long-Lived Assets The Company reviews long-lived assets such as equipment, equipment on lease, and intangible assets with finite useful lives for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. If the total of the expected undiscounted future cash flows is less than the carrying value of the asset, a loss is recognized for the excess of the carrying amount over the fair value of the asset. Financial Instruments and Fair Value Measurements For certain of the Company’s financial instruments, including cash, trade receivables, trade and other payables, accrued liabilities and other short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “ Fair Value Measurements and Disclosures Financial Instruments Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, trade receivables, amounts due from and to related parties, trade and other payables, convertible note payable to related party, loans payable, derivative liabilities, and convertible notes payable. The Company analyzes all financial instruments with features of both liabilities and equity under ASC Topic 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging The following table represents assets and liabilities that are measured and recognized at fair value as of December 31, 2018, on a recurring basis: Level 1 Level 2 Level 3 $ $ $ Cash 5,059 - - Derivative liabilities - 2,188,354 - Total 5,059 2,188,354 - The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. During the year ended December 31, 2018, the Company recognized a gain on the change in fair value of derivative liabilities of $1,005,458 (2017 – loss of $824,986). Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at December 31, 2018, the Company had 35,173,897 (2017 – 146,259) potentially dilutive shares outstanding. Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period. As at December 31, 2018, there was no stock-based compensation. Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Recently Issued Accounting Pronouncements Applicable for fiscal years beginning after December 15, 2018: In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” In March 2017, the “FASB” issued ASU 2017-08 “ Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities” In July 2017, the FASB issued ASU 2017-11 “ Earnings Per Share (Topic 260), Distinguishing Liability from Equity (Topic 480), and Derivatives and Hedging (Topic 815) – (i) Accounting for Certain Financial Instruments with Down Round Features (ii) Replace of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments. The Company is currently evaluating the impact of the above standards on its consolidated financial statements. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s consolidated financial statements. Reclassification and Restatement Certain prior year amounts have been reclassified for consistency with the current period presentation. Certain prior year amounts have been restated, refer to Note 17. |
Trade Receivables
Trade Receivables | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Trade Receivables | Note 4 – TRADE RECEIVABLES As of December 31, 2018 and 2017, trade receivables consists of the following: December 31, 2018 December 31, 2017 Accounts receivables $ 184,214 $ 52,373 Allowance for doubtful accounts (44,814 ) (28,637 ) Total trade receivables, net $ 139,400 $ 23,736 |
Fixed Assets and Equipment on L
Fixed Assets and Equipment on Lease | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets and Equipment on Lease | Note 5 – FIXED ASSETS AND EQUIPMENT ON LEASE As of December 31, 2018 and December 31, 2017, fixed assets consisted of the following: December 31, 2018 December 31, 2017 Furniture and equipment $ 20,509 $ 17,914 Computer equipment 28,460 26,435 Accumulated depreciation (48,100 ) (43,385 ) $ 869 $ 964 As of December 31, 2018 and December 31, 2017, equipment on lease consisted of the following: December 31, 2018 December 31, 2017 Tags $ 120,998 $ 124,314 Text 26,743 27,475 Touch 22,152 22,759 Accumulated depreciation (166,577 ) (159,734 ) $ 3,316 $ 14,814 For the year ended December 31, 2018 and 2017, total depreciation expense for fixed assets and leased equipment was $12,443 and $33,855, respectively, of which $Nil and $5,359 was recorded in cost of revenue, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6 – INTANGIBLE ASSETS As of December 31, 2018 and 2017, intangible assets consisted of the following: December 31, 2018 December 31, 2017 Intangible Asset - Patents $ 22,353 $ 21,253 Accumulated Amortization (7,064 ) (5,858 ) $ 15,289 $ 15,395 The estimated useful life of the Patent is twenty years. Patents are amortized on a straight-line basis. For the year ended December 31, 2018 and 2017, total amortization expense for intangible assets was $1,206 and $1,185, respectively. |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Note 7 – TRADE AND OTHER PAYABLES As of December 31, 2018 and 2017, trade and other payables consist of the following: December 31, 2018 December 31, 2017 Accounts payable $ 978,770 $ 1,121,841 Accrued expenses 245,737 255,542 Accrued interest 686,354 1,889,537 Other liabilities (13,331 ) 61,931 Total payables $ 1,897,530 $ 3,328,851 |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Loans Payable | Note 8 – LOANS PAYABLE As of December 31, 2018 and 2017, loans payable consisted of the following: Loans Payable December 31, 2018 December 31, 2017 Unsecured, due on demand, interest at 15% per annum $ 183,258 $ 199,283 Unsecured, due on demand, interest at 36% per annum 44,830 48,750 Unsecured, loan payable, due on demand, interest at 18% per annum 317,500 317,500 Unsecured, loan payable, fee for services payable on the original loan amount of 5% by May 6, 2016, 10% payable by June 5, 2016, or 20% payable by July 5, 2016, non-interest bearing, due on demand (1) - 71,742 Unsecured, loan payable, interest 10% per annum, with a minimum interest amount of $25,000, due on demand. 250,000 250,000 $ 795,588 $ 887,275 (1) On August 1, 2018, the outstanding loan payable in the principal amount of $69,219 (CDN$90,000) and accrued interest of $17,637 (CDN$24,000) was reassigned to another unrelated party in the principal amount of $86,856 (CDN$114,000). On August 26, 2018, the Company issued 43,428 common shares with a fair value of $121,598 for the conversion of $86,856 of principal resulting in a loss on settlement of debt of $34,742. As at December 31, 2018, the carrying value of the note was $Nil. During the year ending December 31, 2018, the Company entered into a debt settlement agreement to issue 73 and 699,908 shares of Series B and Series E preferred shares, respectively, with a fair value of $3,908,614 ($5,075,2752 CDN) for the settlement of outstanding debt, which was recorded in the consolidated financial statements at a fair value of $Nil. The Company recorded a loss on extinguishment of the debt of $3,908,614 in connection with the settlement. The Series E preferred shares are classified as mezzanine equity. Refer to Note 11 and 12. As at December 31, 2018, these Series B and Series E preferred shares have not been issued. |
Convertible Loans
Convertible Loans | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Loans | Note 9 – CONVERTIBLE LOANS As of December 31, 2018 and 2017, convertible loans payable consisted of the following: Related Party Convertible Loans Payable (a) On March 31, 2015, the Company issued a convertible promissory note in the principal amount of $310,000 to a company owned by a director of the Company for marketing services. The note is unsecured, bears interest at 5% per annum, is convertible at $1.25 per common share, and is due on demand. As at December 31, 2018, the carrying value of the convertible promissory note was $310,000 (December 31, 2017 - $310,000). Third Party Convertible Loans Payable (b) On August 25, 2015, the Company issued a convertible promissory note in the principal amount of $250,000. The convertible promissory note is unsecured, bears interest at 10% per annum, is due on demand, and is convertible at $7,000 per share. As at December 31, 2018, the carrying value of the convertible promissory note was $250,000 (December 31, 2017 - $250,000). (c) On November 7, 2016, the Company entered into a securities purchase agreement with a non-related party. Pursuant to the agreement, the Company was provided with proceeds of $125,000 on November 10, 2016 in exchange for the issuance of a secured convertible promissory note in the principal amount of $138,889, which was inclusive of an 8% original issue discount and bears interest at 8% per annum to the holder. The convertible promissory note matures nine months from the date of issuance and is convertible at the option of the holder into our common shares at a price per share that is the lower of $480 or the closing price of the Company’s common stock on the conversion date. In addition, under the same terms, the Company also issued a secured convertible note of $50,000 in consideration for proceeds of $10,000 and another secured convertible note of $75,000 in consideration for proceeds of $10,000. Under the agreements, the Company has the right to redeem $62,500 and $40,000 of the notes for consideration of $1 each at any time prior to the maturity date in the event that the convertible promissory note is exchanged or converted into a revolving credit facility with the lender, whereupon the two $10,000 convertible note balances shall be rolled into such credit facility. On May 7, 2017, the Company triggered an event of default in the convertible note by failing to repay the full principal amount and all accrued interest on the due date. The entire convertible note payable became due on demand and would accrue interest at an increased rate of 1.5% per month (18% per annum) or the maximum rate permitted under applicable law until the convertible note payable was repaid in full. On May 8, 2017, the Company issued 25 common shares for the conversion of $5,000 of the $72,500 convertible note dated November 7, 2016. On May 24, 2017, the Company issued 53 common shares for the conversion of $10,500 of the $72,500 convertible note dated November 7, 2016. On May 25, 2017, the lender provided conversion notice for the remaining principal $57,000 of the $72,500 convertible note dated November 7, 2016. This conversion was not processed by the Company’s transfer agent due to direction from the Company not to honor any further conversion notices from the lender. In response, the Company received legal notification pursuant to the refusal to process further conversion notices. Refer to Note 16. As at December 31, 2018, the carrying value of the note was $245,889 (December 31, 2017 - $245,889) and the fair value of the derivative liability was $606,710 (December 31, 2017 - $629,759). During the year ended December 31, 2018, the Company accreted $Nil (2017 - $179,333) of the debt discount to finance costs. (d) On December 21, 2016, the Company entered into a convertible note agreement for the principal amount of $74,500 for consideration of $72,250 which was received on January 10, 2017. The note is unsecured, bears interest at 12% per annum, was due on December 21, 2017, and is convertible into common shares at a conversion price equal to the lessor of: (i) the closing sale price of the Company’s common stock on the trading day immediately preceding the closing date, and (ii) 50% of the lowest sale price for the Company’s common stock during the twenty-five consecutive trading days immediately preceding the conversion date. Interest will be accrued and payable at the time of repayment of the note. Financing fees on the note were $4,750. The derivative liability applied as a discount on the note was $69,750 and is being accreted over the life of the note. During the year ended December 31, 2017, the Company issued 5,925 common shares with a fair value of $199,940 for the conversion of $44,613 of principal, $6,750 of conversion finance fees, and $3,200 of penalty interest resulting in a loss on settlement of debt of $147,141. During the year ended December 31, 2018, the Company incurred a default fee of $36,000 for failure to honor the conversion notice in a timely manner and issued 14,050 common shares with a fair value of $129,676 for the conversion of $13,461 of principal, $37,491 of default fees and finance costs, $5,250 for conversion fees resulting in a loss on settlement of debt of $73,475. On May 8, 2018, the Company paid $45,000 to settle the balance of the $74,500 convertible note including accrued interest. The Company recognized a gain on the settlement of this convertible note totaling $24,571. As at December 31, 2018, the carrying value of the note was $nil (December 31, 2017 - $65,887) and the fair value of the derivative liability was $Nil (December 31, 2017 - $31,431). During the year ended December 31, 2018, the Company accreted $nil (2017 - $62,711) of the debt discount to finance costs. (e) On January 18, 2017, the Company issued a convertible promissory note in the principal amount of $75,000. The note is unsecured, bears interest at 12% per annum, was due on October 18, 2017, and is convertible into common shares at a conversion price equal to the lessor of (i) 60% multiplied by the lowest trading price (representing a discount rate of 40%) during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of the note; and (ii) the variable conversion price which means 50% multiplied by the lowest trading price (representing a discount rate of 50%) during the previous twenty five trading day period ending on the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Financing fees on the note were $2,750. The derivative liability applied as a discount on the note was $72,250 and is being accreted over the life of the note. On November 7, 2017, the Company incurred a loan penalty of $15,000 for the conversion price being below the Company’s par value. During the year ended December 31, 2017, the Company issued 2,729 common shares for the conversion of $33,856 of principal and $6,956 in accrued interest. On June 1, 2018, the remaining $56,144 principal balance and $2,023 in accrued interest were reassigned to another unrelated note holder and the note was treated as an extinguishment. Upon reassignment, the Company incurred a finance fee of $46,833 which was added to the principle balance of the new convertible note totaling $105,000. Refer to Note 9(z). As at December 31, 2018, the carrying value of the note was $Nil (December 31, 2017 - $56,144) and the fair value of the derivative liability was $Nil (December 31, 2017 - $70,818). During the year ended December 31, 2018, the Company accreted $Nil (2017 - $75,000) of the debt discount to finance costs. (f) On April 3, 2017, the Company issued a convertible promissory note in the principal amount of $110,000. The note is unsecured, bears interest at 10% per annum, was due on October 3, 2017, and is convertible into common shares at a conversion price equal to the lessor of: (i) 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of this note and (ii) the alternate conversion price which means 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. In connection with the issuance, the Company issued 138 common shares as a commitment fee, however, these common shares must be returned if the note is fully repaid and satisfied prior to the maturity date. Financing fees on the note were $10,000. The derivative liability applied as a discount on the note was $100,000 and is being accreted over the life of the note. During the year ended December 31, 2017, the Company issued 7,464 common shares with a fair value of $197,283 for the conversion of $40,048 of principal and $10,145 in accrued interest resulting in a loss on settlement of debt of $147,090. During the year ended December 31, 2018, the Company issued 61,874 common shares with a fair value of $571,886 for the conversion of $69,952 of the remaining principal and $56,227 of default fees and finance costs resulting in a loss on settlement of debt of $445,707. As at December 31, 2018, the carrying value of the note was $Nil (December 31, 2017 - $69,952) and the derivative liability was $Nil (December 31, 2017 - $108,326). During the year ended December 31, 2018, the Company accreted $Nil (2017 - $100,000) of the debt discount and $Nil (2017 - $10,000) of the financing fees to interest expense. (g) On June 5, 2017, the Company issued a convertible promissory note in the principal amount of $110,000. The note is unsecured, bears interest at 10% per annum, was due on December 5, 2017, and is convertible into common shares at a conversion price equal to the lessor of (i) 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of this note and (ii) the alternate conversion price which means 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Financing fees on the note were $7,000. The derivative liability applied as a discount on the note was $103,000 and is being accreted over the life of the note. On January 19, 2018, $50,000 of the note was reassigned to another unrelated note holder and the note was treated as an extinguishment. There were no material changes to the note upon reassignment. Refer to Note 9(o). On March 2, 2018, $25,000 of the note was reassigned to another unrelated note holder and the note was treated as an extinguishment. There were no material changes to the note upon reassignment. Refer to Note 9(r). During the year ended December 31, 2018, the Company issued 51,749 common shares with a fair value of $524,487 for the conversion of the remaining principal balance of $35,000, and default penalties and finance costs of $37,448 resulting in a loss on settlement of debt of $452,039. As at December 31, 2018, the carrying value of the note was $9,487 (December 31, 2017 - $110,000), relating to a penalty and the fair value of the derivative liability was $Nil (December 31, 2017 - $188,798). During the year ended December 31, 2018, the Company accreted $Nil (2017 - $103,000) of the debt discount and $Nil (2017 - $7,000) of the financing fees to interest expense. (h) On July 17, 2017, the Company issued a convertible promissory note in the principal amount of $135,000. The note is unsecured, bears interest at 10% per annum, is due on July 17, 2018, and is convertible into common shares at a conversion price equal to the lessor of (i) 55% multiplied by the lowest trading price during the previous twenty trading day period ending on the latest complete trading day prior to the date of this note and (ii) $244. Interest will be accrued and payable at the time of promissory note repayment. Financing fees on the note were $16,500. Derivative liability applied as discount on the note was $118,500 and is being accreted over the life of the note. During the year ended December 31, 2018, the Company issued 25,000 common shares with a fair value of $227,222 for the conversion of $53,530 of principal balance resulting in a loss on settlement of debt of $173,692. As at December 31, 2018, the carrying value of the note was $81,470 (December 31, 2017 - $70,718) and the fair value of the derivative liability was $121,485 (December 31, 2017 - $205,563). During the year ended December 31, 2018, the Company accreted $64,282 (2017 - $54,218) of the debt discount to finance costs. (i) On August 17, 2017, the Company issued a convertible promissory note in the principal amount of $110,250. The note is unsecured, bears interest at 8% per annum, is due on August 16, 2018, and is convertible at 58% of to the lowest trading price during the previous ten trading days to the date of a conversion notice. Interest will be accrued and payable at the time of promissory note repayment. Deferred financing fees on the note were $5,250. The derivative liability applied as a discount on the note was $105,000 and is being accreted over the life of the note. During the year ended December 31, 2018, the Company issued 21,544 common shares with a fair value of $293,267 for the conversion of $121,240 of principal and interest resulting in a loss on settlement of debt of $172,027. As at December 31, 2018, the carrying value of the note was $Nil (December 31, 2017 - $44,661) and the fair value of the derivative liability was $Nil (December 31, 2017 - $166,460). During the year ended December 31, 2018, the Company accreted $65,589 (2017 - $39,411) of the debt discount to finance costs. (j) On September 6, 2017, the Company issued a convertible promissory note in the principal amount of $107,000. The note is unsecured, bears interest at 10% per annum, is due on March 6, 2018, and is convertible into common shares at a conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Deferred financing fees on the note were $7,000. The derivative liability applied as a discount on the note was $100,000 and is being accreted over the life of the note. On March 2, 2018, $111,808 of the note was reassigned to another unrelated note holder and the note was treated as an extinguishment. There were no material changes to the terms of the note upon reassignment. Refer to Note 9(s). As at December 31, 2018, the carrying value of the note was $Nil (December 31, 2017 - $71,088) and the fair value of the derivative liability was $Nil (December 31, 2017 - $100,000). During the year ended December 31, 2018, the Company accreted $35,912 (2017 - $64,088) of the debt discount to finance costs. (k) On October 30, 2017, the Company issued a convertible promissory note in the principal amount of $107,000. The note is unsecured, bears interest at 10% per annum, is due on April 30, 2018, and is convertible into common shares at a conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Deferred financing fees on the note were $7,000. The derivative liability applied as a discount on the note was $100,000 and is being accreted over the life of the note. On April 3, 2018, the Company issued 11,086 common shares with a fair value of $319,277 for the conversion of $19,955 of principal resulting in a loss on settlement of debt of $299,322. On May 22, 2018, the principal balance of $87,045 and accrued interest of $5,543 was reassigned to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 9(y). As at December 31, 2018, the carrying value of the note was $Nil (December 31, 2017 - $41,066) and the fair value of the derivative liability was $Nil (December 31, 2017 - $100,000). During the year ended December 31, 2018, the Company accreted $65,934 (2017 - $34,066) of the debt discount to finance costs. (l) On December 18, 2017, the Company issued a convertible promissory note in the principal amount of $82,000. The note is unsecured, bears interest at 10% per annum, is due on June 18, 2018, and is convertible into common shares at a conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. Deferred financing fees on the note were $7,000. The derivative liability applied as a discount on the note was $75,000 and is being accreted over the life of the note. On May 22, 2018, the principal balance of $82,000 and accrued interest of $3,055 was reassigned to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 9(y). As at December 31, 2018, the carrying value of the note was $Nil (December 31, 2017 - $12,357) and the fair value of the derivative liability was $Nil (December 31, 2017 - $75,000). During the year ended December 31, 2018, the Company accreted $69,643 (2017 - $5,357) of the debt discount to finance costs. (m) On January 18, 2018, the Company issued a convertible promissory note in the principal amount of $55,000. The note is unsecured, bears interest at 10% per annum, was due on July 18, 2018, and is convertible into common shares at a conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $55,000 and was being accreted over the life of the note. On June 18, 2018, the principal balance of $55,000 and accrued interest of $2,215 was reassigned to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 9(aa). As at December 31, 2018, the carrying value of the note was $Nil and the fair value of the derivative liability was $Nil. During the year ended December 31, 2018, the Company accreted $55,000 of the debt discount to finance costs. (n) On January 19, 2018, the Company issued a convertible promissory note in the principal amount of $55,000. The note is unsecured, bears interest at 10% per annum, is due on January 19, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $55,000 and is being accreted over the life of the note. During the year ended December 31, 2018, the Company issued 35,380 common shares with a fair value of $146,839 to convert principal balance of $55,000 and accrued interest of $2,915 resulting in a loss on settlement of debt of $88,925. As at December 31, 2018, the carrying value of the note was $Nil and the fair value of the derivative liability was $Nil. During the year ended December 31, 2018, the Company accreted $55,000 of the debt discount to finance costs. (o) On January 19, 2018, the Company issued a convertible promissory note in the principal amount of $50,000, as partial replacement for a convertible promissory note originally issued on June 5, 2017 in the amount of $110,000. Refer to Note 8(g). The note is unsecured, bears interest at 10% per annum, is due on January 19, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $50,000 and is being accreted over the life of the note. During the year ended December 31, 2018, the Company issued 14,312 common shares with a fair value of $137,143 to convert principal balance of $50,000 and accrued interest of $309 resulting in a loss on settlement of debt of $86,834. During the year ended December 31, 2018, the Company accreted $50,000 of the debt discount to finance costs. (p) On February 2, 2018, the Company issued a convertible promissory note in the principal amount of $107,500. The note is unsecured, bears interest at 10% per annum, is due on August 2, 2018, and is convertible into common shares at a conversion price equal to the lesser of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $107,500 and is being accreted over the life of the note. On June 18, 2018, the principal balance of $107,500 and accrued interest of $4,005 was reassigned to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 9(aa). As at December 31, 2018, the carrying value of the note was $Nil and the fair value of the derivative liability was $Nil. During the year ended December 31, 2018, the Company accreted $107,500 of the debt discount to finance costs. (q) On March 2, 2018, the Company issued a convertible promissory note in the principal amount of $128,000. The note is unsecured, bears interest at 10% per annum, is due on March 2, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $128,000 and is being accreted over the life of the note. During the year ended December 31, 2018, the Company issued 76,381 common shares with a fair value of $369,896 to convert principal balance of $128,000 and accrued interest of $7,734 resulting in a loss on settlement of debt of $234,162. As at December 31, 2018, the carrying value of the note was $Nil and the fair value of the derivative liability was $Nil. During the year ended December 31, 2018, the Company accreted $128,000 of the debt discount to finance costs. (r) On March 2, 2018, the Company issued a convertible promissory note in the principal amount of $25,000, as partial replacement for a convertible promissory note originally issued on June 5, 2017 in the amount of $110,000. Refer to Note 9(g). The note is unsecured, bears interest at 10% per annum, is due on March 2, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $25,000 and is being accreted over the life of the note. During the year ended December 31, 2018, the Company issued 11,380 common shares with a fair value of $131,335 for the conversion of $25,000 of principal and accrued interest of $35 resulting in a loss on settlement of debt of $106,300. During the year ended December 31, 2018, the Company accreted $25,000 of the debt discount to finance costs. (s) On March 2, 2018, the Company issued a convertible promissory note in the principal amount of $111,808, as partial replacement for a convertible promissory note originally issued on September 6, 2017 in the amount of $107,000 plus accrued interest. Refer to Note 8(j). The note is unsecured, bears interest at 10% per annum, is due on March 2, 2019, and is convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. The derivative liability applied as a discount on the note was $25,000 and is being accreted over the life of the note. During the year ended December 31, 2018, the Company issued 32,769 common shares with a fair value of $346,448 for the conversion of $111,808 of principal and $2,415 of accrued interest resulting in a loss on settlement of debt of $232,226. As at December 31, 2018, the carrying value of the note was $Nil and the fair value of the derivative liability was $Nil. During the year ended December 31, 2018, the Company accreted $111,808 of the debt discount to finance costs. (t) On March 19, 2018, the Company issued a convertible promissory note in the principal amount of up to $900,000. The note is unsecured, bears interest at 12% per annum, is due 184 days upon receipt, and is convertible into common shares after 180 days from issuance date at a conversion price equal to the lessor of: (i) the lowest trading price during the previous fifteen trading days prior to the date of the promissory note; or (ii) 55% of the lowest trading price during the previous fifteen days prior to the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. On May 3, 2018, the Company amended the convertible promissory note to include that at any time after the 100th calendar day after the funds are issued, and at the option of the holder in addition to the right of conversion, the holder may deduct daily payments from the Company’s bank account in the amount of $5,562 per calendar day or $27,812 per week until the Company has paid or the holder has converted an amount equal to the principal balance, interest, accrued interest, and default amount. First Tranche On March 19, 2018, the Company received $270,000 pursuant to the first tranche of the note, which is $300,000 in the principal amount, net of the original issuance discount of $30,000. The derivative liability applied as a discount on the note was $270,000 and is being accreted over the life of the note. On August 31, 2018, the Company incurred a default fee of $15,000 subject to conditions of the convertible note dated March 19, 2018 and issued 13,886 common shares with a fair value of $144,417 for the conversion of $15,000 of default fees resulting in a loss on settlement of debt of $129,417. On August 31, 2018, the principal balance of $300,000 and accrued interest of $15,978 for the first tranche of the note was reassigned to another unrelated note holder. There were no material changes to the note upon reassignment. Refer to Note 9(ac). As at December 31, 2018, the carrying value of the first tranche of the note was $Nil and the fair value of the derivative liability was $Nil. During the year ended December 31, 2018, the Company accreted $300,000 of the debt discount to finance costs. Second Tranche On May 3, 2018, the Company received $146,500, net of $3,500 in legal fees, pursuant to the second tranche of the note, which is $166,667 in the principal amount, net of the original issuance discount of $16,667. The derivative liability applied as a discount on the note was $150,000 and is being accreted over the life of the note. As at December 31, 2018, the carrying value of the second tranche of the note was $166,667 and the fair value of the derivative liability was $229,951. During the year ended December 31, 2018, the Company accreted $166,667 of the debt discount to finance costs. Third Tranche On July 16, 2018, the Company received $125,000, net of $53,500 in legal and financing fees, pursuant to the third tranche of the agreement, which is $198,333 in the principal amount, net of the original issuance discount of $19,833. The derivative liability applied as a discount on the note was $125,000 and is being accreted over the life of the note. As at December 31, 2018, the carrying value of the third tranche of the note was $181,087 and the fair value of the derivative liability was $231,250. During the year ended December 31, 2018, the Company accreted $181,087 of the debt discount to finance costs. (u) In January 2018, the Company issued a convertible promissory note in the principal amount of $15,000 as a commitment fee. The note is unsecured, non-interest bearing until default, is due on August 16, 2018, and is convertible into common shares at a conversion price equal to 75% of the average closing trading price during the previous five trading days prior to conversion date, with a minimum of $0.20. On March 28, 2018, the Company issued 1,558 common shares with a fair value of $19,937 for the conversion of $10,000 of principal resulting in a loss on settlement of debt of $9,937. As at December 31, 2018, the carrying value of the note was $5,000 and the fair value of the derivative liability was $2,714. (v) During the year ended December 31, 2018, the Company converted a promissory note in the principal amount of $948,043 ($1,231,128 CDN) (as at December 31, 2017 - $981,370 ($1,231,128 CDN)) and accrued interest of $753,100 ($977,976 CDN) (as at December 31, 2017 – $549,886 ($689,832 CDN)) recorded in trade and other payables. The convertible promissory note was unsecured, bore interest at 17.2% per annum, was due on demand, and was convertible into common shares at the average closing price of the 120 days period prior to conversion date. On August 27, 2018, pursuant to a debt exchange agreement, the Company agreed to issue 8 and 950,000 shares of Series B and Series E preferred shares, respectively, for the settlement of this outstanding convertible loan and accrued interest. Refer to Note 12. (w) On May 8, 2018, the Company issued a convertible note in the principal amount of $51,500. The note is unsecured, bears interest at 10% per annum, and is due on February 8, 2019. The note is convertible into common shares at a 32% discount to the lowest intra-day trading price of the Company’s common stock for the ten trading days immediately preceding the conversion date. As at December 31, 2018, the carrying value of the note was $44,223 and the fair value of the derivative liability was $44,543. During the year ended December 31, 2018, the Company accreted $44,223 of the debt discount to finance costs. (x) On May 28, 2018 the Company issued a convertible note in the principal amount of $180,000. The note is unsecured, bears interest at 10% per annum, and is due on February 28, 2019. The note is convertible into common shares at a 32% discount to the lowest intra-day trading price of the Company’s common stock for the ten trading days immediately preceding the conversion date. As at December 31, 2018, the carrying value of the note was $141,522 and the fair value of the derivative liability was $165,742. During the year ended December 31, 2018, the Company accreted $141,522 of the debt discount to finance costs. (y) On May 22, 2018 the Company reassigned convertible note balances from another unrelated party in the principal amount of $177,643. Refer to Notes 8(k) and 8(l). The note is unsecured, bears interest at 10% per annum, became due and payable on June 18, 2018, and is convertible into common shares at a conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. During the year ended December 31, 2018, the Company issued 53,142 common shares with a fair value of $373,582 for the conversion of $177,643 of principal and $878 of accrued interest resulting in a loss on settlement of debt of $195,061. As at December 31, 2018, the c |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Note 10 – DERIVATIVE LIABILITIES The Company records the fair value of the of the conversion price of the convertible loans payable disclosed in Note 9 in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a multi-nominal lattice model. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. For the year ended December 31, 2018, the Company recorded a gain on the change in fair value of derivative liability of $1,005,458 (December 31, 2017 – $824,986 loss). As at December 31, 2018 and December 31, 2017, the Company recorded derivative liability of $2,188,354 and $1,676,155, respectively. The following inputs and assumptions were used to value the derivative liabilities outstanding during the period and year ended December 31, 2018 and December 31, 2017 respectively, assuming no dividend yield: 2018 2017 Expected volatility 180 - 447 % 96 - 533 % Risk free interest rate 1.63 - 2.59 % 0.11 - 1.76 % Expected life (in years) 0.1 - 1.0 0.1 - 1.0 A summary of the activity of the derivative liabilities is shown below: $ Balance, January 1, 2017 365,944 Derivative loss due to new issuances 920,999 Extinguishment upon conversion (435,774 ) Mark-to-market adjustment 824,986 Balance, December 31, 2017 1,676,155 Balance, January 1, 2018 1,676,155 Derivative loss due to new issuances 1,517,657 Mark-to-market adjustment (1,005,458 ) Balance, December 31, 2018 2,188,354 |
Mezzanine Equity
Mezzanine Equity | 12 Months Ended |
Dec. 31, 2018 | |
MEZZANINE EQUITY | |
Mezzanine Equity | Note 11 – MEZZANINE EQUITY Authorized 5,000,000 shares of redeemable Series C preferred shares, authorized, each having a par value of $0.001 per share. Each share of Series C preferred shares is convertible into 10 shares of common stock. 1,000,000 shares of redeemable Series D preferred shares, authorized, each having a par value of $0.001 per share. Each share of Series D preferred shares is convertible into 5 shares of common stock. 5,000,000 shares of redeemable Series E preferred shares, authorized, each having a par value of $0.001 per share. Each share of Series E preferred shares is convertible into 4 shares of common stock. Mezzanine equity transactions The Company designated 5,000,000 shares as Series A Convertible Preferred Stock (“Series A Shares”) and on October 24, 2014 issued 4,309,384 Series A Shares to a company controlled by a director of the Company for conversion of its debt of $5,386,731. The Series A Shares have no general voting rights and carried a 5% per annum interest rate. Series A Shares that are converted to common shares are entitled to the same voting rights as other common shareholders. The Series A Shares were subject to a redemption obligation at $1.25 per common share pursuant to the following terms: ● On or before August 1, 2016, the Company must complete a financing for gross proceeds of at least $2,500,000 and use at least $1,125,000 to redeem a minimum of 900,000 Series A Shares; ● On or before September 1, 2016, the Company must complete an additional financing for gross proceeds of at least $2,500,000 and use at least $1,125,000 to redeem a minimum of 900,000 additional Series A Shares; and ● On or before October 1, 2016, the Company must complete an additional financing for gross proceeds of at least $5,000,000 and use at least $3,140,000 to redeem the remaining 2,509,384 Series A Shares. During the year ended December 31, 2015, 80,000 Series A Shares with a value of $100,000 were purchased by an unrelated third-party and exchanged for 80,000 shares of common stock of the Company. The Series A Shares were recorded in the consolidated financial statements as Mezzanine Equity. On August 27, 2018, pursuant to a debt exchange agreement, the Company agreed to exchange all 4,229,384 issued and outstanding Series A Shares with a fair value of $5,873,481 ($7,627,303 CDN) for 51 shares of Series B and 3,000,000 shares of Series E preferred shares, respectively. The Series B preferred shares are classified as permanent equity. Refer to Note 12. As at December 31, 2018, these Series B and Series E preferred shares have not been issued. During the year ended December 31, 2018, pursuant to a series of debt exchange agreements, the Company agreed to issue an aggregate of 148,706 shares of Series D preferred shares for the settlement of outstanding accounts payable with a fair value of $91,944. As at December 31, 2018, these Series D preferred shares have not been issued. During the year ended December 31, 2018, pursuant to a series of debt exchange agreements, the Company agreed to issue an aggregate of 81 shares of Series B and 1,649,908 shares of Series E preferred shares, respectively, for the settlement of outstanding convertible loans with a fair value of $5,609,757 ($7,284,831 CDN). The Series B preferred shares are classified as permanent equity. Refer to Note 12. As at December 31, 2018, these Series B and Series E preferred shares have not been issued. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Preferred Stock | Note 12 – PREFERRED STOCK Authorized On August 27, 2018, the Company amended its Articles of Incorporation to authorize and designate Series A through Series E preferred shares for the collective issuance of up to 14,010,000 shares having a par value of $0.001 per share. The preferred shares are designated as: 3,000,000 Series A preferred shares, 10,000 Series B convertible preferred shares, 5,000,000 Series C convertible preferred shares, 1,000,000 Series D convertible preferred shares and 5,000,000 Series E convertible preferred shares. The Series C, D and E preferred shares are mandatorily redeemable upon a major transaction which includes a change in control. As a result, they are classified as mezzanine equity. Refer to Note 11. On March 26, 2019, the Company effected a reverse stock split of its shares of common stock on a four thousand (4,000) old for one (1) new basis. Preferred share amounts remained unchanged. Equity Transactions During the year ended December 31, 2018 the Company agreed to issue an aggregate of: ● 81 and 1,649,908 shares of Series B and Series E preferred shares, respectively, for the settlement of outstanding convertible loans with a fair value of $5,609,757 ($7,284,831 CDN), of which $3,908,614 ($5,075,727 CDN) was recorded in the consolidated financial statements at a fair value of $Nil. The Company recorded a loss on extinguishment of debt of $3,908,614 in connection with the settlement. The Series E preferred shares are classified as mezzanine equity. Refer to Note 11. As at December 31, 2018, these Series B and Series E preferred shares have not been issued. ● 51 and 3,000,000 shares of Series B and Series E preferred shares, respectively, for the settlement all 4,229,384 issued and outstanding DSG TAG Series A Shares with a fair value of $5,873,481 ($7,627,303 CDN). The Series E preferred shares are classified as mezzanine equity. Refer to Note 11. As at December 31, 2018, these Series B and Series E preferred shares have not been issued. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Common Stock | Note 13 – COMMON STOCK Authorized On August 27, 2018, the Company amended its Articles of Incorporation to increase the shares of common stock authorized from 2,000,000,000 to 3,000,000,000. On March 26, 2019, the Company effected a reverse stock split of its shares of common stock on a four thousand (4,000) old for one (1) new basis. Upon effect of the reverse split, authorized capital decreased from 3,000,000,000 shares of common stock to 750,000 shares of common stock. These consolidated financial statements give retroactive effect to such reverse stock split named above and all share and per share amounts have been adjusted accordingly, unless otherwise noted. There were 634,971 and 25,485 shares of common stock of the Company issued and outstanding as of December 31, 2018 and 2017, respectively. Each share of common stock is entitled to one (1) vote. Equity Transactions During the year ended December 31, 2018 the Company issued an aggregate of: ● On February 7, 2018, the Company issued 5,186 shares of common stock and on March 19, 2018 the Company issued 7,315 shares of common stock for aggregate cash proceeds of $81,659. ● On June 5, 2018, the Company issued 188 shares of common stock, with a fair value of $2,250, in connection with a 5% commission granted on referral of sales totaling $45,000. ● On October 18, 2018, the Company issued 23,750 shares of common stock, with a fair value of $332,500, in connection with an investor relations agreement. ● The Company issued an aggregate of 572,547 shares of common stock with a fair value of $4,315,958 upon the conversion of $1,302,077 of convertible debentures, accrued interest and finance fees, as noted in Note 9, per the table below: Date Issued Common Shares Issued (#) Fair Value (1) Converted Balance (2) Gain (loss) on Conversion January 2, 2018 1,270 $ 11,683 $ 3,733 $ (7,950 ) January 5, 2018 1,325 10,600 5,300 (5,300 ) January 5, 2018 1,334 10,666 2,986 (7,680 ) January 9, 2018 1,450 11,600 5,800 (5,800 ) January 11, 2018 1,525 15,860 6,100 (9,760 ) January 11, 2018 1,539 15,997 3,446 (12,551 ) January 12, 2018 1,692 16,911 3,788 (13,123 ) January 16, 2018 1,675 13,400 6,701 (6,699 ) January 16, 2018 1,776 14,204 3,977 (10,227 ) January 17, 2018 1,948 15,581 4,363 (11,218 ) January 19, 2018 2,045 18,812 4,580 (14,232 ) January 22, 2018 2,045 35,170 4,580 (30,590 ) January 23, 2018 2,125 27,200 8,500 (18,700 ) January 24, 2018 2,249 29,685 5,038 (24,647 ) January 26, 2018 2,468 27,632 5,526 (22,106 ) January 31, 2018 2,133 36,678 7,506 (29,172 ) January 31, 2018 2,591 27,975 5,802 (22,173 ) February 1, 2018 2,591 25,903 5,802 (20,101 ) February 6, 2018 1,511 14,501 3,806 (10,695 ) February 6, 2018 2,956 28,370 6,620 (21,750 ) February 7, 2018 2,821 29,076 10,550 (18,526 ) February 8, 2018 1,511 12,084 4,350 (7,734 ) February 9, 2018 3,500 32,200 14,000 (18,200 ) February 9, 2018 3,653 33,607 8,182 (25,425 ) February 12, 2018 3,613 36,124 15,100 (21,024 ) February 12, 2018 4,010 40,098 9,543 (30,555 ) February 13, 2018 2,450 18,816 9,800 (9,016 ) February 14, 2018 3,588 28,696 10,331 (18,365 ) February 14, 2018 4,513 36,099 10,740 (25,359 ) February 16, 2018 4,917 33,433 9,637 (23,796 ) February 20, 2018 3,276 19,654 10,089 (9,565 ) February 22, 2018 2,470 15,610 7,064 (8,546 ) February 22, 2018 5,326 27,692 9,692 (18,000 ) February 28, 2018 3,588 18,652 8,394 (10,258 ) February 28, 2018 5,715 29,714 8,000 (21,714 ) March 2, 2018 6,179 81,556 8,650 (72,906 ) March 5, 2018 1,068 11,099 1,494 (9,605 ) March 5, 2018 2,583 26,859 3,616 (23,243 ) March 6, 2018 6,137 81,000 13,500 (67,500 ) March 6, 2018 6,068 60,671 10,921 (49,750 ) March 7, 2018 5,428 54,280 7,599 (46,681 ) March 8, 2018 5,946 64,213 8,324 (55,889 ) March 8, 2018 3,476 40,318 8,064 (32,254 ) March 12, 2018 5,942 64,167 8,318 (55,849 ) March 13, 2018 5,244 50,335 11,535 (38,800 ) March 14, 2018 6,549 70,726 11,788 (58,938 ) March 14, 2018 5,507 57,263 7,708 (49,555 ) March 15, 2018 5,669 56,683 7,936 (48,747 ) March 19, 2018 8,316 76,501 11,641 (64,860 ) March 22, 2018 6,537 52,291 9,151 (43,140 ) March 26, 2018 5,825 72,230 8,155 (64,075 ) March 27, 2018 4,567 42,016 10,047 (31,969 ) March 29, 2018 1,558 19,938 10,000 (9,938 ) April 2, 2018 4,580 75,105 18,135 (56,970 ) April 5, 2018 11,087 319,277 19,955 (299,322 ) April 6, 2018 2,190 21,893 3,941 (17,952 ) April 19, 2018 12,050 173,512 66,272 (107,240 ) May 14, 2018 18,068 252,948 113,174 (139,774 ) May 25, 2018 10,000 112,000 52,800 (59,200 ) June 13, 2018 3,250 26,000 9,750 (16,250 ) June 13, 2018 10,000 72,000 33,000 (39,000 ) June 19, 2018 9,975 59,850 32,918 (26,932 ) June 25, 2018 10,840 60,704 28,618 (32,086 ) July 2, 2018 3,438 19,250 7,906 (11,344 ) July 2, 2018 12,327 69,028 31,186 (37,842 ) July 12, 2018 11,000 61,600 25,300 (36,300 ) July 23, 2018 4,774 21,006 10,503 (10,503 ) July 24, 2018 14,250 62,700 28,500 (34,200 ) July 25, 2018 10,626 38,253 21,039 (17,214 ) August 2, 2018 18,500 88,800 22,200 (66,600 ) August 3, 2018 9,581 45,988 12,647 (33,341 ) August 10, 2018 10,399 41,593 13,726 (27,867 ) August 23, 2018 2,723 23,956 4,192 (19,764 ) September 4, 2018 13,887 116,644 15,000 (101,644 ) September 10, 2018 17,073 122,922 26,292 (96,631 ) September 10, 2018 10,792 43,167 12,950 (30,217 ) September 25, 2018 21,250 95,200 32,725 (62,475 ) October 5, 2018 16,352 77,834 35,974 (41,860 ) October 17, 2018 18,121 79,729 31,892 (47,837 ) October 24, 2018 15,132 54,474 26,632 (27,842 ) October 24, 2018 22,500 90,000 39,600 (50,400 ) November 2, 2018 9,705 34,936 14,945 (19,991 ) November 7, 2018 43,428 121,598 86,856 (34,742 ) December 28, 2018 8,851 31,861 15,576 (16,285 ) Total 572,547 $ 4,315,958 $ 1,302,077 $ (3,013,881 ) (1) Fair values are derived based on the closing price of the Company’s common stock on the date of the conversion notice. (2) Converted balance includes portions of principal, accrued interest, derivative liabilities, financing fees and interest penalties converted upon the issuance of shares of common stock. During the year ended December 31, 2017: ● On February 15, 2017, the Company issued 563 shares of common stock, with a fair value of $562,500, in connection with an investor relations agreement. ● On April 6, 2017, the Company issued 138 shares of common stock, with a fair value of $198,000, in connection with a commitment fee granted convertible note issued on April 3, 2017, see Note 9. ● On April 7, 2017, the Company issued 125 shares of common stock for cash proceeds of $50,000. ● The Company issued an aggregate of 17,072 shares of common stock with a fair value of $797,287 upon the conversion of convertible debentures and accrued interest, as noted in Note 9, per the table below: Date Issued Common Shares Issued (#) Fair Value (1) Converted Balance (2) Gain (loss) on Conversion April 3, 2017 (3) 131 $ 26,252 $ 26,252 $ - May 4, 2017 750 150,000 150,000 - May 8, 2017 25 42,000 35,000 (7,000 ) May 25, 2017 53 71,400 73,500 2,100 July 24, 2017 200 40,000 63,007 23,007 July 28, 2017 125 21,500 15,356 (6,144 ) September 7, 2017 188 22,575 21,936 (639 ) October 10, 2017 250 34,000 6,821 (27,179 ) October 11, 2017 354 42,456 22,273 (20,183 ) October 11, 2017 188 25,500 22,019 (3,481 ) October 18, 2017 531 8,494 6,508 (1,986 ) October 19, 2017 1,100 43,200 41,874 (1,326 ) October 19, 2017 557 26,753 28,795 2,042 October 20, 2017 557 11,147 11,358 211 October 23, 2017 610 19,524 21,849 2,325 October 25, 2017 675 16,200 15,251 (949 ) October 26, 2017 448 12,540 14,789 2,249 October 27, 2017 750 21,000 19,479 (1,521 ) October 27, 2017 754 21,122 24,056 2,934 October 31, 2017 625 17,505 17,998 493 October 31, 2017 750 21,000 19,479 (1,521 ) November 2, 2017 375 8,996 10,704 1,708 November 7, 2017 917 18,335 32,478 14,143 November 13, 2017 754 18,104 20,704 2,600 November 22, 2017 1,000 12,002 21,711 9,709 December 27, 2017 1,050 12,600 9,142 (3,458 ) December 27, 2017 1,050 13,420 6,062 (7,358 ) December 29, 2017 1,150 9,200 3,920 (5,280 ) December 29, 2017 1,155 10,462 12,816 2,354 Total 17,072 $ 797,287 $ 775,137 $ (22,150 ) (1) Fair values are derived based on the closing price of the Company’s common stock on the date of the conversion notice. (2) Converted balance includes portions of principal, accrued interest, derivative liabilities, financing fees and interest penalties converted upon the issuance of shares of common stock. (3) No gain/loss was recorded on conversion as the loan holder is a related party. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 – RELATED PARTY TRANSACTIONS As at December 31, 2018, the Company owed $139,835 ($190,764 CDN) (December 31, 2017 - $204,929 ($257,084 CDN)) to the President, CEO, and CFO of the Company for management fees and salaries, which has been recorded in trade and other payables. The amounts owed and owing are unsecured, non-interest bearing, and due on demand. During the year ended December 31, 2018 the Company incurred $200,000 (2017 - $200,000) in salaries to the President, CEO, and CFO of the Company. As at December 31, 2018, the Company owes $Nil (2017 - $52,838) to the Senior Vice President of Global Sales of the Company, which has been recorded in trade and other payables. The amount owing is unsecured, non-interest bearing, and due on demand. As at December 31, 2018, the Company owed $12,791 ($17,450 CDN) (December 31, 2017 - $22,280 ($27,950 CDN)) to a company controlled by the son of the President, CEO, and CFO of the Company for subcontractor services. The balance owing has been recorded in trade and other payables. The amount owing is unsecured, non-interest bearing, and due on demand. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 15 – COMMITMENTS Lease Obligations On June 1, 2018, the Company signed a two year operating lease agreement expiring on May 31, 2020 with the right to renew for an additional two year term if written notice is provided within 120 days prior to the expiration of the current term. The annual rent for the premises in Canada is approximately $46,552 CDN and commenced on July 1, 2018. Product Warranties Previously, the Company’s product warranty costs are part of its cost of sales based on associated material product costs, labor costs for technical support staff, and associated overhead. The products sold were generally covered by a warranty for a period of one year. During the year ending December 31, 2018, the Company’s warranty policy change to generally cover a period of two years which is also covered by the manufacturer warranty. Thus any warranty costs incurred by the Company are immaterial. Due to this, as of December 31, 2018, the Company has reserved $Nil (December 31, 2017 - $165,523) for future warranty costs. The Company’s past experience with warranty related costs was used as a basis for the reserve. During the year ended December 31, 2018, the Company recorded a warranty recovery of $89,037 (2017 – warranty expense of $90,284) for the write down of the warranty reserve. A tabular reconciliation of the Company’s aggregate product warranty liability for the reporting periods is as follows: Year ended Year ended December 31, 2018 December 31, 2017 Opening balance $ 165,523 $ 111,715 Accruals for product warranties issued in the period - 99,699 Adjustments to liabilities for pre-existing warranties (71,284 ) (45,891 ) Write down warranty for change in policy (94,239 ) - Ending liability $ - $ 165,523 In the normal course of business, the Company indemnifies other parties, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed to hold the other parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and the Company’s bylaws contain similar indemnification obligations to the Company’s agents. It is not possible to determine the maximum potential amount under these indemnification agreements due to the Company’s limited history with prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements have not had a material effect on the Company’s operating results, financial position, or cash flows. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 16 – CONTINGENCIES On September 7, 2016, Chetu Inc. filed a Complaint for Damage in Florida to recover an unpaid invoice amount of $27,335 plus interest of $4,939. The invoice was not paid due to a service dispute. As at December 31, 2018, included in trade and other payables is $46,533 related to this unpaid invoice, interest and legal fees. On May 24, 2017, the Company received a notice of default from Coastal Investment Partners LLC (“Coastal”), on three 8% convertible promissory notes issued by the Company in aggregate principal amount of $261,389 and commenced a lawsuit on June 12, 2017 in the United States District Court, Southern District of New York. Coastal alleges that the Company failed to deliver shares of common stock underlying the Coastal notes, and thus giving rise to an event of default. Coastal seeks damages in excess of $250,000 for breach of contact damages, and legal fees incurred by Coastal with respect to the lawsuit. This action is still pending. As at December 31, 2018, the principal balance and accrued interest on this convertible note is included on the consolidated balance sheet under convertible notes payable. On October 10, 2017, a vendor filed a complaint for Breach of Contract with Superior Court of the State of California. The Complainant is alleging that it is contractually owed 1,848,130 shares of the Company’s common stock and is seeking damages of $270,000. In addition, a related vendor filed in the same filing a complaint for $72,000 as part of a consulting agreement the Company executed. No accrual has been recorded because the Company is of the opinion that no obligation exists since the vendors have not performed their contractual duties. On February 9, 2017, the Company received a notice of default from Auctus Fund LLC (“Auctus”), on a 12% convertible promissory note issued to the Company in the principal amount of $75,000 and commenced a lawsuit on February 2, 2018 in the United States District Court, District of Massachusetts. Auctus alleges that the Company failed to honor a conversion notice under the terms of the note, and thus giving rise to an event of default. Auctus seeks damages in excess of $306,681, which consists of the principal amount of the note, liquidated damages, and default interest, and legal fees incurred by Auctus with respect to the lawsuit. On June 1, 2018 the remaining $58,167 note balance, including principal and interest, was reassigned to another unrelated note holder and the note was extinguished. Refer to Note 9(e) and 9(z). On April 9, 2018, the Company received a share-reserve increase letter from JSJ Investments Inc. (“JSJ”) pursuant to the terms of a 10% convertible promissory note issued to the Company in the principal amount of $135,000. On April 24, 2018, the Company received a notice of default from JSJ for failure to comply with the share-reserve increase and on April 30, 2018 demanded payment in full of the default amount totaling $172,845. On May 7, 2018, JSJ commenced a lawsuit in the United States District Court, District of Dallas County, Texas. JSJ alleges that the Company failed to comply with the share-reserve increase letter, thus giving rise to an event of default, and failed to pay the outstanding default amount due under the terms of the note. JSJ seeks damages in excess of $200,000 but not more than $1,000,000, which consists of the principal amount of the note, default interest, and legal fees incurred by JSJ with respect to the lawsuit. This action is still pending. As at December 31, 2018, the principal balance and accrued interest on this convertible note is included on the consolidated balance sheet under convertible notes payable. |
Revision of Prior Year Financia
Revision of Prior Year Financial Statements | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Prior Year Financial Statements | Note 17 – REVISION OF PRIOR YEAR FINANCIAL STATEMENTS While preparing the interim condensed consolidated financial statements for the period ending March 31, 2018, the Company noted that there was a revision of the fair value of the derivative liabilities and during the period ended June 30, 2018, determined that no non-controlling interest exists. Accordingly, the Company has revised its consolidated financial statements as at and for the year ended December 31, 2017 to reflect the change in fair value of derivative liabilities and retained earnings during the period and the fair value of the derivative liabilities and retained earnings as at December 31, 2017. This revision resulted in an increase to deficit of $1,819,564, an increase to net loss of $484,759, an increase to comprehensive loss of $720,424 and an increase to net loss per share of $43.89. There was no impact on the consolidated statement of cash flows. In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality and Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” The impact of the revision as at December 31, 2017 and for the year then ended is summarized below: Consolidated Balance Sheet As at December 31, 2017 As reported $ Adjustment $ As restated $ LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Derivative liabilities 1,191,396 484,759 1,676,155 Total Current Liabilities 8,061,842 484,759 8,546,601 Total Liabilities 8,061,842 484,759 8,546,601 Stockholders’ Equity Deficit (30,409,853 ) (1,819,564 ) (32,229,417 ) Noncontrolling interest (1,334,805 ) 1,334,805 - Total Stockholders’ Deficit (13,257,858 ) (484,759 ) (13,742,617 ) Consolidated Statement of Operations and Comprehensive Loss Year ended December 31, 2017 As reported $ Adjustment $ As restated $ Other income (expense) Change in fair value of derivative liabilities (340,227 ) (484,759 ) (824,986 ) Total other income (expense) (1,987,202 ) (484,759 ) (2,471,961 ) Net loss for the year (3,632,072 ) (484,759 ) (4,116,831 ) Net loss attributed to non-controlling interest 235,665 (235,665 ) - Comprehensive loss (3,819,809 ) (720,424 ) (4,540,233 ) Consolidated Statement of Stockholders’ Equity Year ended December 31, 2017 As reported $ Adjustment $ As restated $ Deficit (30,409,853 ) (1,819,564 ) (32,229,417 ) Non-controlling interest (1,334,805 ) 1,334,805 - Stockholders’ Deficit (13,257,858 ) (484,759 ) (13,742,617 ) Consolidated Statement of Cash Flows Year ended December 31, 2017 As reported $ Adjustment $ As restated $ Operating activities Net loss (3,632,072 ) (484,759 ) (4,116,831 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of derivative liabilities (340,227 ) (484,759 ) (824,986 ) |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 18 – INCOME TAX For the years ended December 31, 2018 and 2017, there is $Nil and $Nil current and deferred income tax expense, respectively, reflected in the Statement of Operations. The following are the components of income before income tax reflected in the Statement of Operations for the years ended December 31, 2018 and 2017: Component of Loss Before Income Tax December 31, 2018 December 31, 2017 Loss before income tax $ (9,825,404 ) $ (4,116,821 ) Income Tax $ - $ - Effective tax rate 21.0 % 21.0 % Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the ability to recover the deferred tax assets within the jurisdiction from which they arise, the Company considered all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, the Company began with historical results adjusted for changes in accounting policies and incorporates assumptions including the amount of future pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimate the Company are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, the Company consider three years of cumulative operating income (loss). On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the “Act”), which reduced the corporate tax rate for businesses from a maximum of 35% to a flat 21% rate. The rate reduction is effective on January 1, 2018. As a result of the rate reduction, the Company reduced the deferred tax asset balance as of December 31, 2017 by $4,257,379. Due to the Company’s full valuation allowance position, there was no net impact on the Company’s income tax provision at December 31, 2017 as the reduction in the deferred tax asset balance was fully offset by a corresponding decrease in the valuation allowance. As of December 31, 2018, the Company had net operating losses of $42,054,821 (2017 - $30,409,853) to offset future taxable income in Canada and the United Kingdom. The deferred tax assets at December 31, 2018 were fully reserved. Management believes it is more likely than not that these assets will not be realized in the near future. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 19 – SUPPLEMENTAL CASH FLOW INFORMATION Year Ended December 31, 2018 December 31, 2017 Cash paid during the period for: Income tax payments $ - $ - Interest payments $ - $ 29,952 Non-cash investing and financing transactions: Convertible debenture issued for financing fees $ 15,000 $ - Shares issued for convertible loans payable $ 4,343,730 $ 771,035 Preferred shares issued in exchange for mezzanine preferred shares and accrued interest $ 1,751,740 $ - Preferred shares issued in exchange for convertible debt and accrued interest $ 3,120,992 $ - Mezzanine preferred shares issued in exchange for mezzanine preferred shares and accrued interest $ 4,121,741 $ - Mezzanine preferred shares issued in exchange for convertible debt and accrued interest $ 2,488,765 $ - Preferred shares issued for accounts payable $ 91,944 $ - Shares issued for convertible related party payable $ - $ 26,252 Returnable shares issued for commitment fee $ - $ 198,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20 – SUBSEQUENT EVENTS Management has evaluated events subsequent to the year ended December 31, 2018 through May 24, 2019 for transactions and other events that may require adjustment of and/or disclosure in such consolidated financial statements. On April 26, 2019, the Company entered into a note purchase and assignment agreement (the “Assignment Agreement”) with two unrelated parties pursuant to a certain secured inventory convertible note issued on March 19, 2018 in the principal amount of $900,000. Refer to Note 9(t). Pursuant to the Assignment Agreement, the Seller desires to sell the balance owing under the Second and Third tranche of the original note in four separate closings on April 26, May 22, June 24, and July 24, 2019 totaling $84,396, $85,838, $120,490 and $122,866, respectively (consisting of $375,804 principal and $37,786 of accrued interest). Subsequent to December 31, 2018, the Company issued: ● 55,915 shares of common stock to settle outstanding convertible debentures ● 17 shares of common stock for reverse stock split rounding errors |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain comparative information has been reclassified to conform with the financial statement presentation adopted in the current year. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of DSG Global Inc. and its subsidiary DSG Tag Systems, Inc. and its wholly owned subsidiary DSG UK, collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in the consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the collectability of accounts receivable, valuation of inventory, useful lives and recoverability of long-lived assets, valuation of loans payable, fair value of convertible debentures, derivative liabilities, warranty reserves, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined. The Company’s policy for equipment requires judgment in determining whether the present value of future expected economic benefits exceeds capitalized costs. The policy requires management to make certain estimates and assumptions about future economic benefits related to its operations. Estimates and assumptions may change if new information becomes available. If information becomes available suggesting that the recovery of capitalized cost is unlikely, the capitalized cost is written off to the consolidated statement of operations. The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but is not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company’s ability to continue as a going concern. |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional and reporting currency is the U.S. dollar. The functional currency of DSG TAG is in Canadian dollars. The functional currency of DSG UK is in British Pounds. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The accounts of DSG TAG and DSG UK are translated to U.S. dollars using the current rate method. Accordingly, assets and liabilities are translated into U.S. dollars at the period-end exchange rate while revenues and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss). |
Reportable Segment | Reportable Segment The Company has one reportable segment. The Company’s activities are interrelated, and each activity is dependent upon and supportive of the other. Accordingly, all significant operating decisions are based on analysis of financial products provided as a single global business. |
Revenue Recognition and Warranty Reserve | Revenue Recognition and Warranty Reserve In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The Company adopted this standard on a modified retroactive basis on January 1, 2018. No financial statement impact occurred upon adoption. Revenue from Contracts with Customers Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Topic 606 Topic 606. Topic 605, Revenue Recognition The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is measured based on the consideration the Company expects to receive in exchange for those products. In instances where final acceptance of the product is specified by the customer, revenue is deferred until all acceptance criteria have been met. Revenues are recognized under Topic 606 ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. Performance Obligations and Signification Judgments The Company’s revenue streams can be categorized into the following performance obligations and recognition patterns: 1. Sale, delivery and installation of Tag, Text and Infinity products, along with digital mapping and customer training. The Company recognizes revenue at a point in time when final sign-off on the installation is obtained from the General Manager and/or Director of Golf. 2. Provision of internet connectivity, regular software updates, software maintenance and basic customer support service. The Company recognizes revenue over time, evenly over the term of the service. 3. Sale and delivery of Fairway Rider products. The Company recognizes revenue at a point in time when control transfers to the customer. Transaction prices for performance obligations are explicitly outlined in relevant agreements, therefore, the Company does not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. Warranty Reserve The Company accrued for warranty costs, sales returns, and other allowances based on its historical experience. During the fiscal year ending December 31, 2018, the Company determined it no longer required a warranty reverse due to changes in the warranty policies on new products. The warranty reserve was $Nil and $165,523 as at December 31, 2018 and 2017, respectively. |
Research and Development | Research and Development Research and development expenses include payroll, employee benefits, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs, localization costs incurred to translate software for international markets, and the amortization of purchased software code and services content. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached. Research and development is expensed and is included in operating expenses. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized. The Company has not recorded any amounts pertaining to uncertain tax positions. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash, and trade receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base, most of which are in Canada, United States and the United Kingdom. The Company controls credit risk related to trade receivables through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets. |
Contingencies | Contingencies Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and equivalents include cash in hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. At December 31, 2018 and 2017, there were no uninsured balances for accounts in Canada, the United States and the United Kingdom. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. |
Accounts Receivable | Accounts Receivable All accounts receivable are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days, the customer is contacted to arrange payment. The Company uses the allowance method to account for uncollectable accounts receivable. The allowance for doubtful accounts as of December 31, 2018 and 2017 was $44,814 and $28,637, respectively. |
Financing Receivables and Guarantees | Financing Receivables and Guarantees The Company provides financing arrangements, including operating leases and financed service contracts for certain qualified customers. Lease receivables primarily represent sales-type and direct-financing leases. Leases typically have two- to three-year terms and are collateralized by a security interest in the underlying assets. The Company makes an allowance for uncollectible financing receivables based on a variety of factors, including the risk rating of the portfolio, macroeconomic conditions, historical experience, and other market factors. At December 31, 2018 and 2017 management determined that there was no allowance necessary. The Company also provides financing guarantees, which are generally for various third-party financing arrangements to channel partners and other customers. The Company could be called upon to make payment under these guarantees in the event of nonpayment to the third party. As at December 31, 2018, no financing receivables are outstanding. |
Advertising Costs | Advertising Costs The Company expenses all advertising costs as incurred. Advertising and marketing costs were $404,391 and $581,653 for the years ended December 31, 2018 and 2017, respectively. |
Inventory | Inventory Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in-first-out basis for finished goods. Net realizable value is determined on the basis of anticipated sales proceeds less the estimated selling expenses. Management compares the cost of inventories with the net realizable value and an allowance is made to write down inventories to net realizable value, if lower. The inventory allowance as at December 31, 2018 and 2017 was $146,292 and $Nil, respectively. |
Fixed Assets and Equipment on Lease | Fixed Assets and Equipment on Lease Fixed assets and equipment on lease are stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of fixed assets are generally as follows: Furniture and equipment 5-years straight-line Computer equipment 3-years straight-line Equipment on lease 5-years straight-line |
Intangible Assets | Intangible Assets Intangible assets are stated at cost less accumulated amortization and are comprised of patents. The patents are amortized straight-line over the estimated useful life of 17 years and are reviewed annually for impairment. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets such as equipment, equipment on lease, and intangible assets with finite useful lives for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. If the total of the expected undiscounted future cash flows is less than the carrying value of the asset, a loss is recognized for the excess of the carrying amount over the fair value of the asset. |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements For certain of the Company’s financial instruments, including cash, trade receivables, trade and other payables, accrued liabilities and other short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “ Fair Value Measurements and Disclosures Financial Instruments Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, trade receivables, amounts due from and to related parties, trade and other payables, convertible note payable to related party, loans payable, derivative liabilities, and convertible notes payable. The Company analyzes all financial instruments with features of both liabilities and equity under ASC Topic 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging The following table represents assets and liabilities that are measured and recognized at fair value as of December 31, 2018, on a recurring basis: Level 1 Level 2 Level 3 $ $ $ Cash 5,059 - - Derivative liabilities - 2,188,354 - Total 5,059 2,188,354 - The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. During the year ended December 31, 2018, the Company recognized a gain on the change in fair value of derivative liabilities of $1,005,458 (2017 – loss of $824,986). |
Loss Per Share | Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at December 31, 2018, the Company had 35,173,897 (2017 – 146,259) potentially dilutive shares outstanding. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period. As at December 31, 2018, there was no stock-based compensation. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Applicable for fiscal years beginning after December 15, 2018: In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” In March 2017, the “FASB” issued ASU 2017-08 “ Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities” In July 2017, the FASB issued ASU 2017-11 “ Earnings Per Share (Topic 260), Distinguishing Liability from Equity (Topic 480), and Derivatives and Hedging (Topic 815) – (i) Accounting for Certain Financial Instruments with Down Round Features (ii) Replace of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments. The Company is currently evaluating the impact of the above standards on its consolidated financial statements. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s consolidated financial statements. |
Reclassification and Restatement | Reclassification and Restatement Certain prior year amounts have been reclassified for consistency with the current period presentation. Certain prior year amounts have been restated, refer to Note 17. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Equipment | The estimated useful lives of fixed assets are generally as follows: Furniture and equipment 5-years straight-line Computer equipment 3-years straight-line Equipment on lease 5-years straight-line |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table represents assets and liabilities that are measured and recognized at fair value as of December 31, 2018, on a recurring basis: Level 1 Level 2 Level 3 $ $ $ Cash 5,059 - - Derivative liabilities - 2,188,354 - Total 5,059 2,188,354 - |
Trade Receivables (Tables)
Trade Receivables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Trade Receivables | As of December 31, 2018 and 2017, trade receivables consists of the following: December 31, 2018 December 31, 2017 Accounts receivables $ 184,214 $ 52,373 Allowance for doubtful accounts (44,814 ) (28,637 ) Total trade receivables, net $ 139,400 $ 23,736 |
Fixed Assets and Equipment on_2
Fixed Assets and Equipment on Lease (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | As of December 31, 2018 and December 31, 2017, fixed assets consisted of the following: December 31, 2018 December 31, 2017 Furniture and equipment $ 20,509 $ 17,914 Computer equipment 28,460 26,435 Accumulated depreciation (48,100 ) (43,385 ) $ 869 $ 964 |
Schedule of Equipment on Lease | As of December 31, 2018 and December 31, 2017, equipment on lease consisted of the following: December 31, 2018 December 31, 2017 Tags $ 120,998 $ 124,314 Text 26,743 27,475 Touch 22,152 22,759 Accumulated depreciation (166,577 ) (159,734 ) $ 3,316 $ 14,814 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of December 31, 2018 and 2017, intangible assets consisted of the following: December 31, 2018 December 31, 2017 Intangible Asset - Patents $ 22,353 $ 21,253 Accumulated Amortization (7,064 ) (5,858 ) $ 15,289 $ 15,395 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Trade and Other Payables | As of December 31, 2018 and 2017, trade and other payables consist of the following: December 31, 2018 December 31, 2017 Accounts payable $ 978,770 $ 1,121,841 Accrued expenses 245,737 255,542 Accrued interest 686,354 1,889,537 Other liabilities (13,331 ) 61,931 Total payables $ 1,897,530 $ 3,328,851 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | As of December 31, 2018 and 2017, loans payable consisted of the following: Loans Payable December 31, 2018 December 31, 2017 Unsecured, due on demand, interest at 15% per annum $ 183,258 $ 199,283 Unsecured, due on demand, interest at 36% per annum 44,830 48,750 Unsecured, loan payable, due on demand, interest at 18% per annum 317,500 317,500 Unsecured, loan payable, fee for services payable on the original loan amount of 5% by May 6, 2016, 10% payable by June 5, 2016, or 20% payable by July 5, 2016, non-interest bearing, due on demand (1) - 71,742 Unsecured, loan payable, interest 10% per annum, with a minimum interest amount of $25,000, due on demand. 250,000 250,000 $ 795,588 $ 887,275 (1) On August 1, 2018, the outstanding loan payable in the principal amount of $69,219 (CDN$90,000) and accrued interest of $17,637 (CDN$24,000) was reassigned to another unrelated party in the principal amount of $86,856 (CDN$114,000). On August 26, 2018, the Company issued 43,428 common shares with a fair value of $121,598 for the conversion of $86,856 of principal resulting in a loss on settlement of debt of $34,742. As at December 31, 2018, the carrying value of the note was $Nil. |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Assumptions Used Derivative Liabilities | The following inputs and assumptions were used to value the derivative liabilities outstanding during the period and year ended December 31, 2018 and December 31, 2017 respectively, assuming no dividend yield: 2018 2017 Expected volatility 180 - 447 % 96 - 533 % Risk free interest rate 1.63 - 2.59 % 0.11 - 1.76 % Expected life (in years) 0.1 - 1.0 0.1 - 1.0 |
Schedule of Derivative Liabilities Activity | A summary of the activity of the derivative liabilities is shown below: $ Balance, January 1, 2017 365,944 Derivative loss due to new issuances 920,999 Extinguishment upon conversion (435,774 ) Mark-to-market adjustment 824,986 Balance, December 31, 2017 1,676,155 Balance, January 1, 2018 1,676,155 Derivative loss due to new issuances 1,517,657 Mark-to-market adjustment (1,005,458 ) Balance, December 31, 2018 2,188,354 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Common Stock Conversion into Debt | Date Issued Common Shares Issued (#) Fair Value (1) Converted Balance (2) Gain (loss) on Conversion January 2, 2018 1,270 $ 11,683 $ 3,733 $ (7,950 ) January 5, 2018 1,325 10,600 5,300 (5,300 ) January 5, 2018 1,334 10,666 2,986 (7,680 ) January 9, 2018 1,450 11,600 5,800 (5,800 ) January 11, 2018 1,525 15,860 6,100 (9,760 ) January 11, 2018 1,539 15,997 3,446 (12,551 ) January 12, 2018 1,692 16,911 3,788 (13,123 ) January 16, 2018 1,675 13,400 6,701 (6,699 ) January 16, 2018 1,776 14,204 3,977 (10,227 ) January 17, 2018 1,948 15,581 4,363 (11,218 ) January 19, 2018 2,045 18,812 4,580 (14,232 ) January 22, 2018 2,045 35,170 4,580 (30,590 ) January 23, 2018 2,125 27,200 8,500 (18,700 ) January 24, 2018 2,249 29,685 5,038 (24,647 ) January 26, 2018 2,468 27,632 5,526 (22,106 ) January 31, 2018 2,133 36,678 7,506 (29,172 ) January 31, 2018 2,591 27,975 5,802 (22,173 ) February 1, 2018 2,591 25,903 5,802 (20,101 ) February 6, 2018 1,511 14,501 3,806 (10,695 ) February 6, 2018 2,956 28,370 6,620 (21,750 ) February 7, 2018 2,821 29,076 10,550 (18,526 ) February 8, 2018 1,511 12,084 4,350 (7,734 ) February 9, 2018 3,500 32,200 14,000 (18,200 ) February 9, 2018 3,653 33,607 8,182 (25,425 ) February 12, 2018 3,613 36,124 15,100 (21,024 ) February 12, 2018 4,010 40,098 9,543 (30,555 ) February 13, 2018 2,450 18,816 9,800 (9,016 ) February 14, 2018 3,588 28,696 10,331 (18,365 ) February 14, 2018 4,513 36,099 10,740 (25,359 ) February 16, 2018 4,917 33,433 9,637 (23,796 ) February 20, 2018 3,276 19,654 10,089 (9,565 ) February 22, 2018 2,470 15,610 7,064 (8,546 ) February 22, 2018 5,326 27,692 9,692 (18,000 ) February 28, 2018 3,588 18,652 8,394 (10,258 ) February 28, 2018 5,715 29,714 8,000 (21,714 ) March 2, 2018 6,179 81,556 8,650 (72,906 ) March 5, 2018 1,068 11,099 1,494 (9,605 ) March 5, 2018 2,583 26,859 3,616 (23,243 ) March 6, 2018 6,137 81,000 13,500 (67,500 ) March 6, 2018 6,068 60,671 10,921 (49,750 ) March 7, 2018 5,428 54,280 7,599 (46,681 ) March 8, 2018 5,946 64,213 8,324 (55,889 ) March 8, 2018 3,476 40,318 8,064 (32,254 ) March 12, 2018 5,942 64,167 8,318 (55,849 ) March 13, 2018 5,244 50,335 11,535 (38,800 ) March 14, 2018 6,549 70,726 11,788 (58,938 ) March 14, 2018 5,507 57,263 7,708 (49,555 ) March 15, 2018 5,669 56,683 7,936 (48,747 ) March 19, 2018 8,316 76,501 11,641 (64,860 ) March 22, 2018 6,537 52,291 9,151 (43,140 ) March 26, 2018 5,825 72,230 8,155 (64,075 ) March 27, 2018 4,567 42,016 10,047 (31,969 ) March 29, 2018 1,558 19,938 10,000 (9,938 ) April 2, 2018 4,580 75,105 18,135 (56,970 ) April 5, 2018 11,087 319,277 19,955 (299,322 ) April 6, 2018 2,190 21,893 3,941 (17,952 ) April 19, 2018 12,050 173,512 66,272 (107,240 ) May 14, 2018 18,068 252,948 113,174 (139,774 ) May 25, 2018 10,000 112,000 52,800 (59,200 ) June 13, 2018 3,250 26,000 9,750 (16,250 ) June 13, 2018 10,000 72,000 33,000 (39,000 ) June 19, 2018 9,975 59,850 32,918 (26,932 ) June 25, 2018 10,840 60,704 28,618 (32,086 ) July 2, 2018 3,438 19,250 7,906 (11,344 ) July 2, 2018 12,327 69,028 31,186 (37,842 ) July 12, 2018 11,000 61,600 25,300 (36,300 ) July 23, 2018 4,774 21,006 10,503 (10,503 ) July 24, 2018 14,250 62,700 28,500 (34,200 ) July 25, 2018 10,626 38,253 21,039 (17,214 ) August 2, 2018 18,500 88,800 22,200 (66,600 ) August 3, 2018 9,581 45,988 12,647 (33,341 ) August 10, 2018 10,399 41,593 13,726 (27,867 ) August 23, 2018 2,723 23,956 4,192 (19,764 ) September 4, 2018 13,887 116,644 15,000 (101,644 ) September 10, 2018 17,073 122,922 26,292 (96,631 ) September 10, 2018 10,792 43,167 12,950 (30,217 ) September 25, 2018 21,250 95,200 32,725 (62,475 ) October 5, 2018 16,352 77,834 35,974 (41,860 ) October 17, 2018 18,121 79,729 31,892 (47,837 ) October 24, 2018 15,132 54,474 26,632 (27,842 ) October 24, 2018 22,500 90,000 39,600 (50,400 ) November 2, 2018 9,705 34,936 14,945 (19,991 ) November 7, 2018 43,428 121,598 86,856 (34,742 ) December 28, 2018 8,851 31,861 15,576 (16,285 ) Total 572,547 $ 4,315,958 $ 1,302,077 $ (3,013,881 ) (1) Fair values are derived based on the closing price of the Company’s common stock on the date of the conversion notice. (2) Converted balance includes portions of principal, accrued interest, derivative liabilities, financing fees and interest penalties converted upon the issuance of shares of common stock. Date Issued Common Shares Issued (#) Fair Value (1) Converted Balance (2) Gain (loss) on Conversion April 3, 2017 (3) 131 $ 26,252 $ 26,252 $ - May 4, 2017 750 150,000 150,000 - May 8, 2017 25 42,000 35,000 (7,000 ) May 25, 2017 53 71,400 73,500 2,100 July 24, 2017 200 40,000 63,007 23,007 July 28, 2017 125 21,500 15,356 (6,144 ) September 7, 2017 188 22,575 21,936 (639 ) October 10, 2017 250 34,000 6,821 (27,179 ) October 11, 2017 354 42,456 22,273 (20,183 ) October 11, 2017 188 25,500 22,019 (3,481 ) October 18, 2017 531 8,494 6,508 (1,986 ) October 19, 2017 1,100 43,200 41,874 (1,326 ) October 19, 2017 557 26,753 28,795 2,042 October 20, 2017 557 11,147 11,358 211 October 23, 2017 610 19,524 21,849 2,325 October 25, 2017 675 16,200 15,251 (949 ) October 26, 2017 448 12,540 14,789 2,249 October 27, 2017 750 21,000 19,479 (1,521 ) October 27, 2017 754 21,122 24,056 2,934 October 31, 2017 625 17,505 17,998 493 October 31, 2017 750 21,000 19,479 (1,521 ) November 2, 2017 375 8,996 10,704 1,708 November 7, 2017 917 18,335 32,478 14,143 November 13, 2017 754 18,104 20,704 2,600 November 22, 2017 1,000 12,002 21,711 9,709 December 27, 2017 1,050 12,600 9,142 (3,458 ) December 27, 2017 1,050 13,420 6,062 (7,358 ) December 29, 2017 1,150 9,200 3,920 (5,280 ) December 29, 2017 1,155 10,462 12,816 2,354 Total 17,072 $ 797,287 $ 775,137 $ (22,150 ) (1) Fair values are derived based on the closing price of the Company’s common stock on the date of the conversion notice. (2) Converted balance includes portions of principal, accrued interest, derivative liabilities, financing fees and interest penalties converted upon the issuance of shares of common stock. (3) No gain/loss was recorded on conversion as the loan holder is a related party. |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Product Warranty Liability | A tabular reconciliation of the Company’s aggregate product warranty liability for the reporting periods is as follows: Year ended Year ended December 31, 2018 December 31, 2017 Opening balance $ 165,523 $ 111,715 Accruals for product warranties issued in the period - 99,699 Adjustments to liabilities for pre-existing warranties (71,284 ) (45,891 ) Write down warranty for change in policy (94,239 ) - Ending liability $ - $ 165,523 |
Revision of Prior Year Financ_2
Revision of Prior Year Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Changes in Financial Statements | The impact of the revision as at December 31, 2017 and for the year then ended is summarized below: Consolidated Balance Sheet As at December 31, 2017 As reported $ Adjustment $ As restated $ LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Derivative liabilities 1,191,396 484,759 1,676,155 Total Current Liabilities 8,061,842 484,759 8,546,601 Total Liabilities 8,061,842 484,759 8,546,601 Stockholders’ Equity Deficit (30,409,853 ) (1,819,564 ) (32,229,417 ) Noncontrolling interest (1,334,805 ) 1,334,805 - Total Stockholders’ Deficit (13,257,858 ) (484,759 ) (13,742,617 ) Consolidated Statement of Operations and Comprehensive Loss Year ended December 31, 2017 As reported $ Adjustment $ As restated $ Other income (expense) Change in fair value of derivative liabilities (340,227 ) (484,759 ) (824,986 ) Total other income (expense) (1,987,202 ) (484,759 ) (2,471,961 ) Net loss for the year (3,632,072 ) (484,759 ) (4,116,831 ) Net loss attributed to non-controlling interest 235,665 (235,665 ) - Comprehensive loss (3,819,809 ) (720,424 ) (4,540,233 ) Consolidated Statement of Stockholders’ Equity Year ended December 31, 2017 As reported $ Adjustment $ As restated $ Deficit (30,409,853 ) (1,819,564 ) (32,229,417 ) Non-controlling interest (1,334,805 ) 1,334,805 - Stockholders’ Deficit (13,257,858 ) (484,759 ) (13,742,617 ) Consolidated Statement of Cash Flows Year ended December 31, 2017 As reported $ Adjustment $ As restated $ Operating activities Net loss (3,632,072 ) (484,759 ) (4,116,831 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of derivative liabilities (340,227 ) (484,759 ) (824,986 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Component of Loss Before Income Tax and Non-Controlling Interest | Component of Loss Before Income Tax December 31, 2018 December 31, 2017 Loss before income tax $ (9,825,404 ) $ (4,116,821 ) Income Tax $ - $ - Effective tax rate 21.0 % 21.0 % |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Year Ended December 31, 2018 December 31, 2017 Cash paid during the period for: Income tax payments $ - $ - Interest payments $ - $ 29,952 Non-cash investing and financing transactions: Convertible debenture issued for financing fees $ 15,000 $ - Shares issued for convertible loans payable $ 4,343,730 $ 771,035 Preferred shares issued in exchange for mezzanine preferred shares and accrued interest $ 1,751,740 $ - Preferred shares issued in exchange for convertible debt and accrued interest $ 3,120,992 $ - Mezzanine preferred shares issued in exchange for mezzanine preferred shares and accrued interest $ 4,121,741 $ - Mezzanine preferred shares issued in exchange for convertible debt and accrued interest $ 2,488,765 $ - Preferred shares issued for accounts payable $ 91,944 $ - Shares issued for convertible related party payable $ - $ 26,252 Returnable shares issued for commitment fee $ - $ 198,000 |
Organization (Details Narrative
Organization (Details Narrative) - $ / shares | Mar. 26, 2019 | Dec. 31, 2018 | Aug. 27, 2018 | Dec. 31, 2017 |
Reverse stock split | The Company effected a reverse stock split of its shares of common stock on a four thousand (4,000) old for one (1) new basis. | |||
Common stock, shares authorized | 750,000 | 2,000,000,000 | 500,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | ||
March 26, 2019 [Member] | ||||
Issuance of reverse stock split shares of common stock | 4,000 | |||
Reverse stock split | The Company effected a reverse stock split of its shares of common stock on a four thousand (4,000) old for one (1) new basis. | |||
Common stock, par value | $ 0.001 | |||
March 26, 2019 [Member] | Maximum [Member] | ||||
Common stock, shares authorized | 3,000,000,000 | |||
March 26, 2019 [Member] | Minimum [Member] | ||||
Common stock, shares authorized | 750,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 6,687,807 | |
Accumulated deficit | (42,054,821) | $ (32,229,417) |
Net loss | (9,825,404) | (4,116,831) |
Cash flows for operating activities | $ (1,421,237) | $ (568,972) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2018USD ($)Integershares | Dec. 31, 2017USD ($)shares | |
Summary Of Significant Accounting Policies [Line Items] | ||
Number of reportable segments | Integer | 1 | |
Warranty reserve | $ 165,523 | |
Allowance for doubtful accounts | 44,814 | 28,637 |
Advertising and marketing costs | 404,391 | 581,653 |
Net of inventory allowance | $ 146,292 | |
Useful lives finite-lived intangible assets | 17 years | |
Change in fair value of derivative liabilities | $ 1,005,458 | $ (824,986) |
Potentially dilutive shares outstanding | shares | 35,173,897 | 146,259 |
Minimum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Lease terms | 2 years | |
Maximum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Lease terms | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Furniture and Equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful life of property and equipment | P5Y |
Computer Equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful life of property and equipment | P3Y |
Equipment on Lease [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful life of property and equipment | P5Y |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash | $ 5,059 | $ 5,488 | |
Derivative liabilities | 2,188,354 | $ 1,676,155 | |
Level 1 [Member] | |||
Cash | 5,059 | ||
Derivative liabilities | |||
Total | 5,059 | ||
Level 2 [Member] | |||
Cash | |||
Derivative liabilities | 2,188,354 | ||
Total | 2,188,354 | ||
Level 3 [Member] | |||
Cash | |||
Derivative liabilities | |||
Total |
Trade Receivables - Schedule of
Trade Receivables - Schedule of Trade Receivables (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Accounts receivables | $ 184,214 | $ 52,373 |
Allowance for doubtful accounts | (44,814) | (28,637) |
Total trade receivables, net | $ 139,400 | $ 23,736 |
Fixed Assets and Equipment on_3
Fixed Assets and Equipment on Lease (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 12,443 | $ 33,855 |
Depreciation included in cost of revenue | $ 5,359 |
Fixed Assets and Equipment on_4
Fixed Assets and Equipment on Lease - Schedule of Fixed Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accumulated depreciation | $ (48,100) | $ (43,385) |
Fixed assets equipment, Net | 869 | 964 |
Furniture and Equipment [Member] | ||
Fixed assets equipment, Gross | 20,509 | 17,914 |
Computer Equipment [Member] | ||
Fixed assets equipment, Gross | $ 28,460 | $ 26,435 |
Fixed Assets and Equipment on_5
Fixed Assets and Equipment on Lease - Schedule of Equipment on Lease (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Summary Of Significant Accounting Policies [Line Items] | ||
Accumulated depreciation | $ (166,577) | $ (159,734) |
Fixed assets and equipment on lease, net | 3,316 | 14,814 |
Tags [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fixed assets and equipment on lease, gross | 120,998 | 124,314 |
Text [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fixed assets and equipment on lease, gross | 26,743 | 27,475 |
Touch [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fixed assets and equipment on lease, gross | $ 22,152 | $ 22,759 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Patent estimated useful life | 17 years | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patent estimated useful life | 20 years | |
Amortization method | straight-line basis | |
Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense for intangible assets | $ 1,206 | $ 1,185 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
IntangibleAsset - Patents | $ 22,353 | $ 21,253 |
Accumulated Amortization | (7,064) | (5,858) |
Intangible assets, net | $ 15,289 | $ 15,395 |
Trade and Other Payables - Sche
Trade and Other Payables - Schedule of Trade and Other Payables (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 978,770 | $ 1,121,841 |
Accrued expenses | 245,737 | 255,542 |
Accrued interest | 686,354 | 1,889,537 |
Other liabilities | (13,331) | 61,931 |
Total payables | $ 1,897,530 | $ 3,328,851 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) | Oct. 10, 2017shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2018CAD ($)shares | Dec. 31, 2017USD ($) |
Number of common stock shares issued | shares | 1,848,130 | |||
Number of common stock issued value | $ 81,659 | $ 50,000 | ||
Fair value of common shares issued | 634 | 25 | ||
Loss on extinguishment of debt | (6,889,665) | $ (22,150) | ||
Debt Settlement Agreement [Member] | ||||
Number of common stock issued value | 3,908,614 | |||
Fair value of common shares issued | ||||
Loss on extinguishment of debt | $ 3,908,614 | |||
Debt Settlement Agreement [Member] | CAD [Member] | ||||
Number of common stock issued value | $ 50,752,752 | |||
Debt Settlement Agreement [Member] | Series B Preferred Stock [Member] | ||||
Number of common stock shares issued | shares | 73 | 73 | ||
Debt Settlement Agreement [Member] | Series E Preferred Stock [Member] | ||||
Number of common stock shares issued | shares | 699,908 | 699,908 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | |||
Loans Payable Current | $ 795,588 | $ 887,275 | |
Loans Payable [Member] | |||
Line of Credit Facility [Line Items] | |||
Loans Payable Current | 183,258 | 199,283 | |
Loans Payable One [Member] | |||
Line of Credit Facility [Line Items] | |||
Loans Payable Current | 44,830 | 48,750 | |
Loans Payable Two [Member] | |||
Line of Credit Facility [Line Items] | |||
Loans Payable Current | 317,500 | 317,500 | |
Loans Payable Three [Member] | |||
Line of Credit Facility [Line Items] | |||
Loans Payable Current | [1] | 71,742 | |
Loans Payable Four [Member] | |||
Line of Credit Facility [Line Items] | |||
Loans Payable Current | $ 250,000 | $ 250,000 | |
[1] | On August 1, 2018, the outstanding loan payable in the principal amount of $69,219 (CDN$90,000) and accrued interest of $17,637 (CDN$24,000) was reassigned to another unrelated party in the principal amount of $86,856 (CDN$114,000). On August 26, 2018, the Company issued 43,428 common shares with a fair value of $121,598 for the conversion of $86,856 of principal resulting in a loss on settlement of debt of $34,742. As at December 31, 2018, the carrying value of the note was $Nil. |
Loans Payable - Schedule of L_2
Loans Payable - Schedule of Loans Payable (Details) (Parenthetical) | Aug. 26, 2018 | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Aug. 01, 2018USD ($) | Aug. 01, 2018CAD ($) | |
Line of Credit Facility [Line Items] | ||||||
Accrued interest | $ 686,354 | $ 1,889,537 | ||||
Lowest trading price, percentage | 60.00% | |||||
Fair value of common shares issued | 634 | 25 | ||||
Debt conversion amount | 4,343,730 | 771,035 | ||||
Loss on settlement of debt | (6,889,665) | (22,150) | ||||
Loan payable | $ 795,588 | $ 887,275 | ||||
Loans Payable [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Number of common shares issued for conversion | shares | 43,428 | |||||
Fair value of common shares issued | $ 121,598 | |||||
Debt conversion amount | 86,856 | |||||
Loss on settlement of debt | 34,742 | |||||
Loan payable | ||||||
CAD [Member] | Unrelated Party [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt principal amount | $ 114,000 | |||||
Loans Payable [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest per annum | 15.00% | 15.00% | ||||
Loan payable | $ 183,258 | $ 199,283 | ||||
Loans Payable One [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest per annum | 36.00% | 36.00% | ||||
Loan payable | $ 44,830 | $ 48,750 | ||||
Loans Payable Two [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest per annum | 18.00% | 18.00% | ||||
Loan payable | $ 317,500 | $ 317,500 | ||||
Loans Payable Three [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt principal amount | $ 69,219 | |||||
Accrued interest | 17,637 | |||||
Loan payable | [1] | $ 71,742 | ||||
Loans Payable Three [Member] | Unrelated Party [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt principal amount | $ 86,856 | |||||
Loans Payable Three [Member] | CAD [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt principal amount | 90,000 | |||||
Accrued interest | $ 24,000 | |||||
Loans Payable Three [Member] | May 6, 2016 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest per annum | 5.00% | 5.00% | ||||
Loans Payable Three [Member] | June 5, 2016 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest per annum | 10.00% | 10.00% | ||||
Loans Payable Three [Member] | July 5, 2016 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest per annum | 20.00% | 20.00% | ||||
Loans Payable Four [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest per annum | 10.00% | 10.00% | ||||
Minimum interest amount | $ 25,000 | $ 25,000 | ||||
Loan payable | $ 250,000 | $ 250,000 | ||||
[1] | On August 1, 2018, the outstanding loan payable in the principal amount of $69,219 (CDN$90,000) and accrued interest of $17,637 (CDN$24,000) was reassigned to another unrelated party in the principal amount of $86,856 (CDN$114,000). On August 26, 2018, the Company issued 43,428 common shares with a fair value of $121,598 for the conversion of $86,856 of principal resulting in a loss on settlement of debt of $34,742. As at December 31, 2018, the carrying value of the note was $Nil. |
Convertible Loans (Details Narr
Convertible Loans (Details Narrative) - USD ($) | Aug. 31, 2018 | Aug. 27, 2018 | Aug. 27, 2018 | Aug. 26, 2018 | Jul. 16, 2018 | Jun. 18, 2018 | Jun. 01, 2018 | May 28, 2018 | May 22, 2018 | May 08, 2018 | May 03, 2018 | Apr. 03, 2018 | Mar. 28, 2018 | Mar. 19, 2018 | Mar. 02, 2018 | Mar. 02, 2018 | Feb. 02, 2018 | Jan. 19, 2018 | Jan. 19, 2018 | Jan. 18, 2018 | Dec. 18, 2017 | Nov. 07, 2017 | Sep. 06, 2017 | Aug. 17, 2017 | Jul. 17, 2017 | Jun. 05, 2017 | May 25, 2017 | May 24, 2017 | May 08, 2017 | Apr. 03, 2017 | Jan. 18, 2017 | Jan. 10, 2017 | Dec. 21, 2016 | Nov. 10, 2016 | Nov. 07, 2016 | Jan. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 30, 2017 | May 07, 2017 | Aug. 25, 2015 | Mar. 31, 2015 |
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from note payable | $ 1,292,000 | $ 946,750 | ||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | 4,343,730 | 771,035 | ||||||||||||||||||||||||||||||||||||||||
Lowest trading price, percentage | 60.00% | |||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | (6,889,665) | (22,150) | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 686,354 | 1,889,537 | ||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | $ 634 | 25 | ||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 51 | 81 | ||||||||||||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 3,000,000 | 1,649,908 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | $ 56,144 | $ 65,887 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 72,250 | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 74,500 | $ 72,500 | $ 72,500 | $ 75,000 | $ 74,500 | $ 13,461 | ||||||||||||||||||||||||||||||||||||
Debt instrument, description | (i) 60% multiplied by the lowest trading price (representing a discount rate of 40%) during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of the note; and (ii) the variable conversion price which means 50% multiplied by the lowest trading price (representing a discount rate of 50%) during the previous twenty five trading day period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 53 | 14,050 | 2,729 | |||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 57,000 | $ 10,500 | $ 129,676 | $ 33,856 | ||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | $ 69,750 | 31,431 | ||||||||||||||||||||||||||||||||||||||||
Debt discount to finance costs | ||||||||||||||||||||||||||||||||||||||||||
Lowest trading price, percentage | 60.00% | 50.00% | ||||||||||||||||||||||||||||||||||||||||
Deferred financing fees | 46,833 | $ 2,750 | $ 4,750 | 36,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument penalty interest | $ 15,000 | 36,000 | ||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 24,571 | 73,475 | ||||||||||||||||||||||||||||||||||||||||
Default fees | 37,491 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion fees | 5,250 | |||||||||||||||||||||||||||||||||||||||||
Debt principal payments | $ 45,000 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 62,711 | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Oct. 18, 2017 | |||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 72,250 | |||||||||||||||||||||||||||||||||||||||||
Debt discount rate | 40.00% | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | 2,023 | 6,956 | ||||||||||||||||||||||||||||||||||||||||
New Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | $ 105,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | 56,144 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 70,818 | |||||||||||||||||||||||||||||||||||||||||
Debt discount to finance costs | 75,000 | |||||||||||||||||||||||||||||||||||||||||
Deferred financing fees | ||||||||||||||||||||||||||||||||||||||||||
Debt discount | 75,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | $ 55,000 | $ 87,045 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | 10.00% | 10.00% | 8.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 244 | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 55,000 | $ 82,000 | $ 107,000 | $ 110,250 | $ 135,000 | $ 110,000 | $ 110,000 | $ 69,952 | $ 107,000 | |||||||||||||||||||||||||||||||||
Debt instrument, description | Conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | Conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | Conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. | (i) 55% multiplied by the lowest trading price during the previous twenty trading day period ending on the latest complete trading day prior to the date of this note and (ii) $244. | (i) 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of this note and (ii) the alternate conversion price which means 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the conversion date | (i) 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of this note and (ii) the alternate conversion price which means 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | ||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 11,086 | 138 | 61,874 | 7,464 | ||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 19,955 | $ 571,886 | $ 197,283 | |||||||||||||||||||||||||||||||||||||||
Lowest trading price, percentage | 58.00% | 55.00% | 55.00% | 55.00% | ||||||||||||||||||||||||||||||||||||||
Deferred financing fees | $ 7,000 | $ 7,000 | $ 5,250 | $ 16,500 | $ 7,000 | $ 10,000 | 10,000 | 7,000 | ||||||||||||||||||||||||||||||||||
Debt conversion principal amount | 69,952 | 40,048 | ||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 299,322 | 445,707 | 147,090 | |||||||||||||||||||||||||||||||||||||||
Default fees | 56,227 | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jul. 18, 2018 | Jun. 18, 2018 | Mar. 6, 2018 | Aug. 16, 2018 | Jul. 17, 2018 | Dec. 5, 2017 | Oct. 3, 2017 | |||||||||||||||||||||||||||||||||||
Derivative liability | $ 75,000 | $ 100,000 | $ 105,000 | $ 118,500 | $ 103,000 | $ 100,000 | 108,326 | $ 100,000 | ||||||||||||||||||||||||||||||||||
Accrued interest | 2,215 | 5,543 | 10,145 | |||||||||||||||||||||||||||||||||||||||
Debt discount | $ 55,000 | $ 103,000 | $ 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||
Note extinguishment amount | $ 111,808 | |||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | $ 319,277 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | 82,000 | $ 9,487 | 110,000 | |||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 51,749 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 35,000 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 188,798 | |||||||||||||||||||||||||||||||||||||||||
Deferred financing fees | 37,448 | |||||||||||||||||||||||||||||||||||||||||
Conversion finance fees | 7,000 | |||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 452,039 | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | 3,055 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 103,000 | |||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | 524,487 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Two [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | $ 81,470 | 70,718 | ||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 25,000 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 53,530 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 121,485 | 205,563 | ||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 173,692 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 64,282 | 54,218 | ||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | 227,222 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Three [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | 44,661 | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 21,544 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 121,240 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 166,460 | |||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 172,027 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 65,589 | 39,411 | ||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | 293,267 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Four [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | 71,088 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 100,000 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 35,912 | 64,088 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Five [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | 41,066 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 100,000 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 65,934 | 34,066 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Six [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | 12,357 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 75,000 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 69,643 | 5,357 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Seven [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | ||||||||||||||||||||||||||||||||||||||||||
Debt discount | 55,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Eight [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 55,000 | $ 55,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | Convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 35,380 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 55,000 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | ||||||||||||||||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | |||||||||||||||||||||||||||||||||||||||||
Debt conversion principal amount | 55,000 | |||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 88,925 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 55,000 | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jan. 19, 2019 | |||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 55,000 | $ 55,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 2,915 | |||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | $ 146,839 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Nine [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from note payable | $ 110,000 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | Convertible into common shares at a conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 14,312 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | |||||||||||||||||||||||||||||||||||||||||
Debt conversion principal amount | 50,000 | |||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 86,834 | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jan. 19, 2019 | |||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 309 | |||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | 137,143 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Ten [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | 107,500 | $ 107,500 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | Conversion price equal to the lesser of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | ||||||||||||||||||||||||||||||||||||||||||
Debt discount | 107,500 | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 2, 2018 | |||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 107,500 | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 4,005 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Eleven [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 110,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 128,000 | $ 128,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | Conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 76,381 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 128,000 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | ||||||||||||||||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | |||||||||||||||||||||||||||||||||||||||||
Debt conversion principal amount | 128,000 | |||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 234,162 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 128,000 | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 2, 2019 | |||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 128,000 | $ 128,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 7,734 | |||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | $ 369,896 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Twelve [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 25,000 | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | Conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 11,380 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | |||||||||||||||||||||||||||||||||||||||||
Debt conversion principal amount | 25,000 | |||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 106,300 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 25,000 | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 2, 2019 | |||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 25,000 | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 35 | |||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | 131,335 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Thirteen [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 107,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 111,808 | $ 111,808 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | Conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 32,769 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 111,808 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | ||||||||||||||||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | |||||||||||||||||||||||||||||||||||||||||
Debt conversion principal amount | 111,808 | |||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 232,226 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 111,808 | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 2, 2019 | |||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 25,000 | 25,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 2,415 | |||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | 346,448 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Fourteen [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 12.00% | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 300,000 | $ 900,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | The note is unsecured, bears interest at 12% per annum, is due 184 days upon receipt, and is convertible into common shares after 180 days from issuance date at a conversion price equal to the lessor of: (i) the lowest trading price during the previous fifteen trading days prior to the date of the promissory note; or (ii) 55% of the lowest trading price during the previous fifteen days prior to the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 13,886 | |||||||||||||||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | |||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | $ 129,417 | |||||||||||||||||||||||||||||||||||||||||
Default fees | 15,000 | |||||||||||||||||||||||||||||||||||||||||
Debt principal payments | $ 5,562 | |||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 270,000 | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | 15,978 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 15,000 | |||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | $ 144,417 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment per week | 27,812 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Fourteen [Member] | First Tranche [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | 300,000 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from note payable | $ 270,000 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | ||||||||||||||||||||||||||||||||||||||||||
Debt discount | 300,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Fourteen [Member] | Second Tranche [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | 166,667 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | 146,500 | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | 166,667 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 229,951 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 166,667 | |||||||||||||||||||||||||||||||||||||||||
Derivative liability | 150,000 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 16,667 | |||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 3,500 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Fourteen [Member] | Third Tranche [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | $ 198,333 | 181,087 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | 125,000 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 231,250 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 181,087 | |||||||||||||||||||||||||||||||||||||||||
Derivative liability | 125,000 | |||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 53,500 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Fifteen [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | 5,000 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.20 | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 1,558 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | $ 2,714 | |||||||||||||||||||||||||||||||||||||||||
Lowest trading price, percentage | 75.00% | |||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 9,937 | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 16, 2018 | |||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | $ 19,937 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Sixteen [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 17.20% | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 948,043 | 981,370 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 753,100 | 549,886 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Sixteen [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 8 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Sixteen [Member] | Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 950,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Sixteen [Member] | CAD [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | 1,231,128 | 1,231,128 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 977,976 | 689,832 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Seventeen [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 51,500 | 44,223 | ||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 44,543 | |||||||||||||||||||||||||||||||||||||||||
Lowest trading price, percentage | 32.00% | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 44,223 | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Feb. 8, 2019 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Eighteen [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | 141,522 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 180,000 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 165,742 | |||||||||||||||||||||||||||||||||||||||||
Lowest trading price, percentage | 32.00% | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 141,522 | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Feb. 28, 2019 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Nineteen [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | $ 177,643 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | conversion price equal to the lessor of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 53,142 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 177,643 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | ||||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 195,061 | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jun. 18, 2018 | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | 878 | |||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | 373,582 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Twenty [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 12.00% | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 105,000 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | (i) 60% multiplied by the lowest trading price (representing a discount rate of 40%) during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of the note; and (ii) the variable conversion price which means 50% multiplied by the lowest trading price (representing a discount rate of 50%) during the previous twenty five trading day period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 61,230 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 105,000 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | ||||||||||||||||||||||||||||||||||||||||||
Lowest trading price, percentage | 60.00% | |||||||||||||||||||||||||||||||||||||||||
Deferred financing fees | $ 46,833 | |||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 194,911 | |||||||||||||||||||||||||||||||||||||||||
Debt principal payments | $ 58,167 | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Oct. 18, 2017 | |||||||||||||||||||||||||||||||||||||||||
Debt discount rate | 40.00% | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,606 | |||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | 301,517 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Twenty One [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 168,721 | $ 102,049 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | Conversion price equal to the lesser of the lowest trading price during the previous twenty-five trading days prior to: (i) the date of the promissory note; or (ii) the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 43,750 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 66,672 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 53,896 | |||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | 112,875 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 162,500 | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 2, 2018 | |||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 25,824 | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | 5,653 | |||||||||||||||||||||||||||||||||||||||||
Fair value of common shares issued | 185,200 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Twenty Two [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 12.00% | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 226,000 | 75,540 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | Conversion price equal to 55% of the lowest trading price during the previous fifteen trading days prior to the conversion date, including the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | $ 200,000 | 305,890 | ||||||||||||||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | |||||||||||||||||||||||||||||||||||||||||
Deferred financing fees | $ 26,000 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 75,540 | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Twenty Three [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | 315,978 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 426,173 | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Twenty Three [Member] | First Tranche [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 12.00% | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 315,978 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | Conversion price equal to the lessor of: (i) the lowest trading price during the previous fifteen trading days prior to the date of the promissory note; or (ii) 55% of the lowest trading price during the previous fifteen days prior to the latest complete trading day prior to the conversion date. Interest will be accrued and payable at the time of promissory note repayment. | |||||||||||||||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | |||||||||||||||||||||||||||||||||||||||||
Non-related Party [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 8.00% | |||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 480 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 125,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 138,889 | |||||||||||||||||||||||||||||||||||||||||
Debt mature term | 9 months | |||||||||||||||||||||||||||||||||||||||||
Debt original issue discount, percentage | 8.00% | |||||||||||||||||||||||||||||||||||||||||
Right to redeem value | $ 62,500 | |||||||||||||||||||||||||||||||||||||||||
Notes | 40,000 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from note payable | $ 1 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | The convertible promissory note is exchanged or converted into a revolving credit facility with the lender, whereupon the two $10,000 convertible note balances shall be rolled into such credit facility. | |||||||||||||||||||||||||||||||||||||||||
Non-related Party [Member] | Secured Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | 50,000 | |||||||||||||||||||||||||||||||||||||||||
Non-related Party [Member] | Another Secured Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||
Non-related Party [Member] | Secured Convertible Note One [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 1.50% | |||||||||||||||||||||||||||||||||||||||||
Non-related Party [Member] | Secured Convertible Note One [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 18.00% | |||||||||||||||||||||||||||||||||||||||||
Non-related Party [Member] | Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 72,500 | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 25 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 5,000 | |||||||||||||||||||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | 310,000 | 310,000 | $ 310,000 | |||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 5.00% | |||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 1.25 | |||||||||||||||||||||||||||||||||||||||||
Third Party [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | 250,000 | 250,000 | $ 250,000 | |||||||||||||||||||||||||||||||||||||||
Debt instrument unsecured bears interest | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 7,000 | |||||||||||||||||||||||||||||||||||||||||
Third Party Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument face value | 245,889 | $ 245,889 | ||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 5,925 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 199,940 | |||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 606,710 | 629,759 | ||||||||||||||||||||||||||||||||||||||||
Debt discount to finance costs | 179,333 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion principal amount | 44,613 | |||||||||||||||||||||||||||||||||||||||||
Conversion finance fees | 6,750 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument penalty interest | 3,200 | |||||||||||||||||||||||||||||||||||||||||
Gain / Loss on settlement of debt | $ 147,141 | |||||||||||||||||||||||||||||||||||||||||
Unrelated Note Holder [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Note extinguishment amount | $ 25,000 | $ 50,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Change in fair value of derivative liabilities | $ 1,005,458 | $ (824,986) |
Derivative liability | $ 2,188,354 | $ 1,676,155 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Assumptions Used Derivative Liabilities (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Minimum [Member] | Measurement Input, Price Volatility [Member] | ||
Expected volatility | 180.00% | 96.00% |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Risk free interest rate | 1.63% | 0.11% |
Minimum [Member] | Measurement Input, Expected Term [Member] | ||
Expected life (in years) | 1 month 6 days | 1 month 6 days |
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||
Expected volatility | 447.00% | 533.00% |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Risk free interest rate | 2.59% | 1.76% |
Maximum [Member] | Measurement Input, Expected Term [Member] | ||
Expected life (in years) | 1 year | 1 year |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Derivative Liabilities Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities, beginning balance | $ 1,676,155 | $ 365,944 |
Derivative loss due to new issuances | 1,517,657 | 920,999 |
Extinguishment upon conversion | (435,774) | |
Mark-to-market adjustment | (1,005,458) | 824,986 |
Derivative liabilities, ending balance | $ 2,188,354 | $ 1,676,155 |
Mezzanine Equity (Details Narra
Mezzanine Equity (Details Narrative) | Aug. 27, 2018shares | Aug. 27, 2018USD ($)shares | Aug. 27, 2018CAD ($)shares | Oct. 10, 2017shares | Oct. 01, 2016USD ($)$ / sharesshares | Sep. 01, 2016USD ($)$ / sharesshares | Aug. 01, 2016USD ($)$ / sharesshares | Oct. 24, 2014USD ($)shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018CAD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2018CAD ($)shares |
Temporary Equity [Line Items] | |||||||||||||
Debt conversion amount | $ | $ 4,343,730 | $ 771,035 | |||||||||||
Proceeds from issuance common stock | $ | 81,659 | 50,000 | |||||||||||
Number of common stock shares issued | 1,848,130 | ||||||||||||
Number of common stock issued value | $ | 81,659 | $ 50,000 | |||||||||||
Debt Exchange Agreements [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Accounts payable | $ | $ 5,609,757 | ||||||||||||
CAD [Member] | Debt Exchange Agreements [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Accounts payable | $ | $ 7,284,831 | ||||||||||||
Unrelated Third Party [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Number of common shares issued for debt conversion | 80,000 | ||||||||||||
Series D Preferred Stock [Member] | Debt Exchange Agreements [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Number of common shares issued for debt conversion | 148,706 | 148,706 | |||||||||||
Accounts payable | $ | $ 91,944 | ||||||||||||
Series E Preferred Stock [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Number of common shares issued for debt conversion | 3,000,000 | 1,649,908 | 1,649,908 | ||||||||||
Series E Preferred Stock [Member] | Debt Exchange Agreements [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Number of common shares issued for debt conversion | 1,649,908 | 1,649,908 | |||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Preferred stock designated | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||
Series A Preferred Stock [Member] | Mezzanine Equity [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Preferred stock redemption price per share | $ / shares | $ 1.25 | $ 1.25 | $ 1.25 | ||||||||||
Proceeds from issuance common stock | $ | $ 5,000,000 | $ 2,500,000 | $ 2,500,000 | ||||||||||
Preferred stock redemption value | $ | $ 3,140,000 | $ 1,125,000 | $ 1,125,000 | ||||||||||
Preferred stock redemption | 2,509,384 | 900,000 | 900,000 | ||||||||||
Series A Preferred Stock [Member] | Unrelated Third Party [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Number of common stock shares issued | 80,000 | ||||||||||||
Number of common stock issued value | $ | $ 100,000 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Number of common shares issued for debt conversion | 51 | 81 | 81 | ||||||||||
Series B Preferred Stock [Member] | Debt Exchange Agreements [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Number of common shares issued for debt conversion | 81 | 81 | |||||||||||
DSG TAG Systems Inc [Member] | Series C Preferred Stock [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||||||
Preferred stock par value | $ / shares | $ 0.001 | ||||||||||||
DSG TAG Systems Inc [Member] | Series D Preferred Stock [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||||||
Preferred stock par value | $ / shares | $ 0.001 | ||||||||||||
DSG TAG Systems Inc [Member] | Series E Preferred Stock [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||||||
Preferred stock par value | $ / shares | $ 0.001 | ||||||||||||
Number of common shares issued for debt conversion | 3,000,000 | 3,000,000 | |||||||||||
DSG TAG Systems Inc [Member] | Series A Preferred Stock [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Preferred stock designated | 5,000,000 | 5,000,000 | |||||||||||
Number of common shares issued for debt conversion | 4,229,384 | 4,229,384 | 4,229,384 | ||||||||||
Debt conversion amount | $ | $ 5,873,481 | $ 5,873,481 | |||||||||||
DSG TAG Systems Inc [Member] | Series A Preferred Stock [Member] | CAD [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Debt conversion amount | $ | $ 7,627,303 | ||||||||||||
DSG TAG Systems Inc [Member] | Series A Preferred Stock [Member] | CAD [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Debt conversion amount | $ | $ 7,627,303 | ||||||||||||
DSG TAG Systems Inc [Member] | Series A Preferred Stock [Member] | Director [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Number of common shares issued for debt conversion | 4,309,384 | ||||||||||||
Debt conversion amount | $ | $ 5,386,731 | ||||||||||||
Series A preferred stock interest rate per annum | 5.00% | ||||||||||||
DSG TAG Systems Inc [Member] | Series B Preferred Stock [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Number of common shares issued for debt conversion | 51 | 51 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) | Mar. 26, 2019 | Aug. 27, 2018USD ($)$ / sharesshares | Aug. 27, 2018$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018CAD ($)shares | Dec. 31, 2017USD ($) |
Reverse stock split, description | The Company effected a reverse stock split of its shares of common stock on a four thousand (4,000) old for one (1) new basis. | |||||
Debt conversion amount | $ | $ 4,343,730 | $ 771,035 | ||||
Loss on extinguishment of debt | $ | $ (6,889,665) | $ (22,150) | ||||
Series A Through Series E Preferred Shares [Member] | ||||||
Preferred stock, shares authorized | 14,010,000 | 14,010,000 | ||||
Preferred stock par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Series A Preferred Stock [Member] | ||||||
Preferred stock designated | 3,000,000 | 3,000,000 | ||||
Series A Preferred Stock [Member] | DSG TAG Systems Inc [Member] | ||||||
Preferred stock designated | 5,000,000 | |||||
Number of common shares issued for debt conversion | 4,229,384 | 4,229,384 | 4,229,384 | |||
Debt conversion amount | $ | $ 5,873,481 | $ 5,873,481 | ||||
Series A Preferred Stock [Member] | CAD [Member] | DSG TAG Systems Inc [Member] | ||||||
Debt conversion amount | $ | $ 7,627,303 | |||||
Series B Convertible Preferred Stock [Member] | ||||||
Preferred stock designated | 10,000 | 10,000 | ||||
Series C Convertible Preferred Stock [Member] | ||||||
Preferred stock designated | 5,000,000 | 5,000,000 | ||||
Series D Convertible Preferred Stock [Member] | ||||||
Preferred stock designated | 1,000,000 | 1,000,000 | ||||
Series E Convertible Preferred Stock [Member] | ||||||
Preferred stock designated | 5,000,000 | 5,000,000 | ||||
Series B Preferred Stock [Member] | ||||||
Number of common shares issued for debt conversion | 51 | 81 | 81 | |||
Series B Preferred Stock [Member] | DSG TAG Systems Inc [Member] | ||||||
Number of common shares issued for debt conversion | 51 | 51 | ||||
Series E Preferred Stock [Member] | ||||||
Number of common shares issued for debt conversion | 3,000,000 | 1,649,908 | 1,649,908 | |||
Series E Preferred Stock [Member] | DSG TAG Systems Inc [Member] | ||||||
Preferred stock, shares authorized | 5,000,000 | |||||
Preferred stock par value | $ / shares | $ 0.001 | |||||
Number of common shares issued for debt conversion | 3,000,000 | 3,000,000 | ||||
Series B and E Preferred Stock [Member] | ||||||
Debt conversion amount | $ | $ 5,609,757 | |||||
Loss on extinguishment of debt | $ | 3,908,614 | |||||
Series B and E Preferred Stock [Member] | CAD [Member] | ||||||
Debt conversion amount | $ | $ 7,284,831 | |||||
Loss on extinguishment of debt | $ | $ 5,075,727 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Mar. 26, 2019 | Oct. 18, 2018 | Jun. 05, 2018 | Mar. 19, 2018 | Feb. 07, 2018 | Oct. 10, 2017 | May 25, 2017 | May 24, 2017 | Apr. 07, 2017 | Apr. 06, 2017 | Feb. 15, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 27, 2018 |
Business Acquisition [Line Items] | ||||||||||||||
Common stock, shares authorized | 750,000 | 500,000 | 2,000,000,000 | |||||||||||
Increased common stock, shares authorized | 750,000 | 3,000,000,000 | ||||||||||||
Reverse stock split | The Company effected a reverse stock split of its shares of common stock on a four thousand (4,000) old for one (1) new basis. | |||||||||||||
Common stock, shares issued | 634,471 | 25,485 | ||||||||||||
Common stock, shares outstanding | 634,471 | 25,485 | ||||||||||||
Number of common stock shares issued | 1,848,130 | |||||||||||||
Number of common stock issued value | $ 81,659 | $ 50,000 | ||||||||||||
Debt conversion amount | $ 4,343,730 | 771,035 | ||||||||||||
Convertible Debentures [Member] | Accrued Interest [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of common stock shares issued | 572,547 | |||||||||||||
Number of common stock issued value | $ 4,315,958 | |||||||||||||
Debt conversion amount | 1,302,077 | $ 797,287 | ||||||||||||
Number of common shares issued for debt conversion | 17,072 | |||||||||||||
Convertible Note [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Debt conversion amount | $ 57,000 | $ 10,500 | $ 129,676 | $ 33,856 | ||||||||||
Number of common shares issued for debt conversion | 53 | 14,050 | 2,729 | |||||||||||
Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of common stock shares issued | 7,315 | 5,186 | 125 | 12,501 | 125 | |||||||||
Number of common stock issued value | $ 81,659 | $ 50,000 | $ 12 | |||||||||||
Common Stock [Member] | Convertible Note [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of common stock shares issued | 138 | |||||||||||||
Number of common stock issued value | $ 198,000 | |||||||||||||
Common Stock [Member] | Investor Relations Agreement [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of common stock shares issued | 23,750 | 563 | ||||||||||||
Number of common stock issued value | $ 332,500 | $ 562,500 | ||||||||||||
Common Stock [Member] | Referral Sales [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of common stock shares issued | 188 | |||||||||||||
Number of common stock issued value | $ 2,250 | |||||||||||||
Commission granted percentage | 5.00% | |||||||||||||
Referral sales amount | $ 45,000 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Stock Conversion into Debt (Details) - USD ($) | Oct. 10, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Business Acquisition [Line Items] | |||||
Common Shares Issued | 1,848,130 | ||||
Fair Value | $ 81,659 | $ 50,000 | |||
Converted Balance | $ 4,343,730 | $ 771,035 | |||
Common Stock One [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 2, 2018 | Apr. 3, 2017 | [1] | ||
Common Shares Issued | 1,270 | 131 | |||
Fair Value | [2] | $ 11,683 | $ 26,252 | ||
Converted Balance | [3] | 3,733 | 26,252 | ||
Gain (loss) on Conversion | $ (7,950) | ||||
Common Stock Two [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 5, 2018 | May 4, 2017 | |||
Common Shares Issued | 1,325 | 750 | |||
Fair Value | [2] | $ 10,600 | $ 150,000 | ||
Converted Balance | [3] | 5,300 | 150,000 | ||
Gain (loss) on Conversion | $ (5,300) | ||||
Common Stock Three [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 5, 2018 | May 8, 2017 | |||
Common Shares Issued | 1,334 | 25 | |||
Fair Value | [2] | $ 10,666 | $ 42,000 | ||
Converted Balance | [3] | 2,986 | 35,000 | ||
Gain (loss) on Conversion | $ (7,680) | $ (7,000) | |||
Common Stock Four [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 9, 2018 | May 25, 2017 | |||
Common Shares Issued | 1,450 | 53 | |||
Fair Value | [2] | $ 11,600 | $ 71,400 | ||
Converted Balance | [3] | 5,800 | 73,500 | ||
Gain (loss) on Conversion | $ (5,800) | $ 2,100 | |||
Common Stock Five [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 11, 2018 | Jul. 24, 2017 | |||
Common Shares Issued | 1,525 | 200 | |||
Fair Value | [2] | $ 15,860 | $ 40,000 | ||
Converted Balance | [3] | 6,100 | 63,007 | ||
Gain (loss) on Conversion | $ (9,760) | $ 23,007 | |||
Common Stock Six [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 11, 2018 | Jul. 28, 2017 | |||
Common Shares Issued | 1,539 | 125 | |||
Fair Value | [2] | $ 15,997 | $ 21,500 | ||
Converted Balance | [3] | 3,446 | 15,356 | ||
Gain (loss) on Conversion | $ (12,551) | $ (6,144) | |||
Common Stock Seven [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 12, 2018 | Sep. 7, 2017 | |||
Common Shares Issued | 1,692 | 188 | |||
Fair Value | [2] | $ 16,911 | $ 22,575 | ||
Converted Balance | [3] | 3,788 | 21,936 | ||
Gain (loss) on Conversion | $ (13,123) | $ (639) | |||
Common Stock Eight [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 16, 2018 | Oct. 10, 2017 | |||
Common Shares Issued | 1,675 | 250 | |||
Fair Value | [2] | $ 13,400 | $ 34,000 | ||
Converted Balance | [3] | 6,701 | 6,821 | ||
Gain (loss) on Conversion | $ (6,699) | $ (27,179) | |||
Common Stock Nine [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 16, 2018 | Oct. 11, 2017 | |||
Common Shares Issued | 1,776 | 354 | |||
Fair Value | [2] | $ 14,204 | $ 42,456 | ||
Converted Balance | [3] | 3,977 | 22,273 | ||
Gain (loss) on Conversion | $ (10,227) | $ (20,183) | |||
Common Stock Ten [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 17, 2018 | Oct. 11, 2017 | |||
Common Shares Issued | 1,948 | 188 | |||
Fair Value | [2] | $ 15,581 | $ 25,500 | ||
Converted Balance | [3] | 4,363 | 22,019 | ||
Gain (loss) on Conversion | $ (11,218) | $ (3,481) | |||
Common Stock Eleven [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 19, 2018 | Oct. 18, 2017 | |||
Common Shares Issued | 2,045 | 531 | |||
Fair Value | [2] | $ 18,812 | $ 8,494 | ||
Converted Balance | [3] | 4,580 | 6,508 | ||
Gain (loss) on Conversion | $ (14,232) | $ (1,986) | |||
Common Stock Twelve [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 22, 2018 | Oct. 19, 2017 | |||
Common Shares Issued | 2,045 | 1,100 | |||
Fair Value | [2] | $ 35,170 | $ 43,200 | ||
Converted Balance | [3] | 4,580 | 41,874 | ||
Gain (loss) on Conversion | $ (30,590) | $ (1,326) | |||
Common Stock Thirteen [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 23, 2018 | Oct. 19, 2017 | |||
Common Shares Issued | 2,125 | 557 | |||
Fair Value | [2] | $ 27,200 | $ 26,753 | ||
Converted Balance | [3] | 8,500 | 28,795 | ||
Gain (loss) on Conversion | $ (18,700) | $ 2,042 | |||
Common Stock Fourteen [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 24, 2018 | Oct. 20, 2017 | |||
Common Shares Issued | 2,249 | 557 | |||
Fair Value | [2] | $ 29,685 | $ 11,147 | ||
Converted Balance | [3] | 5,038 | 11,358 | ||
Gain (loss) on Conversion | $ (24,647) | $ 211 | |||
Common Stock Fifteen [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 26, 2018 | Oct. 23, 2017 | |||
Common Shares Issued | 2,468 | 610 | |||
Fair Value | [2] | $ 27,632 | $ 19,524 | ||
Converted Balance | [3] | 5,526 | 21,849 | ||
Gain (loss) on Conversion | $ (22,106) | $ 2,325 | |||
Common Stock Sixteen [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 31, 2018 | Oct. 25, 2017 | |||
Common Shares Issued | 2,133 | 675 | |||
Fair Value | [2] | $ 36,678 | $ 16,200 | ||
Converted Balance | [3] | 7,506 | 15,251 | ||
Gain (loss) on Conversion | $ (29,172) | $ (949) | |||
Common Stock Seventeen [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jan. 31, 2018 | Oct. 26, 2017 | |||
Common Shares Issued | 2,591 | 448 | |||
Fair Value | [2] | $ 27,975 | $ 12,540 | ||
Converted Balance | [3] | 5,802 | 14,789 | ||
Gain (loss) on Conversion | $ (22,173) | $ 2,249 | |||
Common Stock Eighteen [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 1, 2018 | Oct. 27, 2017 | |||
Common Shares Issued | 2,591 | 750 | |||
Fair Value | [2] | $ 25,903 | $ 21,000 | ||
Converted Balance | [3] | 5,802 | 19,479 | ||
Gain (loss) on Conversion | $ (20,101) | $ (1,521) | |||
Common Stock Nineteen [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 6, 2018 | Oct. 27, 2017 | |||
Common Shares Issued | 1,511 | 754 | |||
Fair Value | [2] | $ 14,501 | $ 21,122 | ||
Converted Balance | [3] | 3,806 | 24,056 | ||
Gain (loss) on Conversion | $ (10,695) | $ 2,934 | |||
Common Stock Twenty [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 6, 2018 | Oct. 31, 2017 | |||
Common Shares Issued | 2,956 | 625 | |||
Fair Value | [2] | $ 28,370 | $ 17,505 | ||
Converted Balance | [3] | 6,620 | 17,998 | ||
Gain (loss) on Conversion | $ (21,750) | $ 493 | |||
Common Stock Twenty One [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 7, 2018 | Oct. 31, 2017 | |||
Common Shares Issued | 2,821 | 750 | |||
Fair Value | [2] | $ 29,076 | $ 21,000 | ||
Converted Balance | [3] | 10,550 | 19,479 | ||
Gain (loss) on Conversion | $ (18,526) | $ (1,521) | |||
Common Stock Twenty Two [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 8, 2018 | Nov. 2, 2017 | |||
Common Shares Issued | 1,511 | 375 | |||
Fair Value | [2] | $ 12,084 | $ 8,996 | ||
Converted Balance | [3] | 4,350 | 10,704 | ||
Gain (loss) on Conversion | $ (7,734) | $ 1,708 | |||
Common Stock Twenty Three [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 9, 2018 | Nov. 7, 2017 | |||
Common Shares Issued | 3,500 | 917 | |||
Fair Value | [2] | $ 32,200 | $ 18,335 | ||
Converted Balance | [3] | 14,000 | 32,478 | ||
Gain (loss) on Conversion | $ (18,200) | $ 14,143 | |||
Common Stock Twenty Four [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 9, 2018 | Nov. 13, 2017 | |||
Common Shares Issued | 3,653 | 754 | |||
Fair Value | [2] | $ 33,607 | $ 18,104 | ||
Converted Balance | [3] | 8,182 | 20,704 | ||
Gain (loss) on Conversion | $ (25,425) | $ 2,600 | |||
Common Stock Twenty Five [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 12, 2018 | Nov. 22, 2017 | |||
Common Shares Issued | 3,613 | 1,000 | |||
Fair Value | [2] | $ 36,124 | $ 12,002 | ||
Converted Balance | [3] | 15,100 | 21,711 | ||
Gain (loss) on Conversion | $ (21,024) | $ 9,709 | |||
Common Stock Twenty Six [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 12, 2018 | Dec. 27, 2017 | |||
Common Shares Issued | 4,010 | 1,050 | |||
Fair Value | [2] | $ 40,098 | $ 12,600 | ||
Converted Balance | [3] | 9,543 | 9,142 | ||
Gain (loss) on Conversion | $ (30,555) | $ (3,458) | |||
Common Stock Twenty Seven [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 13, 2018 | Dec. 27, 2017 | |||
Common Shares Issued | 2,450 | 1,050 | |||
Fair Value | [2] | $ 18,816 | $ 13,420 | ||
Converted Balance | [3] | 9,800 | 6,062 | ||
Gain (loss) on Conversion | $ (9,016) | $ (7,358) | |||
Common Stock Twenty Eight [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 14, 2018 | Dec. 29, 2017 | |||
Common Shares Issued | 3,588 | 1,150 | |||
Fair Value | [2] | $ 28,696 | $ 9,200 | ||
Converted Balance | [3] | 10,331 | 3,920 | ||
Gain (loss) on Conversion | $ (18,365) | $ (5,280) | |||
Common Stock Twenty Nine [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 14, 2018 | Dec. 29, 2017 | |||
Common Shares Issued | 4,513 | 1,155 | |||
Fair Value | [2] | $ 36,099 | $ 10,462 | ||
Converted Balance | [3] | 10,740 | 12,816 | ||
Gain (loss) on Conversion | $ (25,359) | $ 2,354 | |||
Common Stock Thirty [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 16, 2018 | ||||
Common Shares Issued | 4,917 | ||||
Fair Value | [2] | $ 33,433 | |||
Converted Balance | [3] | 9,637 | |||
Gain (loss) on Conversion | $ (23,796) | ||||
Common Stock Thirty One [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 20, 2018 | ||||
Common Shares Issued | 3,276 | ||||
Fair Value | [2] | $ 19,654 | |||
Converted Balance | [3] | 10,089 | |||
Gain (loss) on Conversion | $ (9,565) | ||||
Common Stock Thirty Two [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 22, 2018 | ||||
Common Shares Issued | 2,470 | ||||
Fair Value | [2] | $ 15,610 | |||
Converted Balance | [3] | 7,064 | |||
Gain (loss) on Conversion | $ (8,546) | ||||
Common Stock Thirty Three [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 22, 2018 | ||||
Common Shares Issued | 5,326 | ||||
Fair Value | [2] | $ 27,692 | |||
Converted Balance | [3] | 9,692 | |||
Gain (loss) on Conversion | $ (18,000) | ||||
Common Stock Thirty Four [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 28, 2018 | ||||
Common Shares Issued | 3,588 | ||||
Fair Value | [2] | $ 18,652 | |||
Converted Balance | [3] | 8,394 | |||
Gain (loss) on Conversion | $ (10,258) | ||||
Common Stock Thirty Five [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Feb. 28, 2018 | ||||
Common Shares Issued | 5,715 | ||||
Fair Value | [2] | $ 29,714 | |||
Converted Balance | [3] | 8,000 | |||
Gain (loss) on Conversion | $ (21,714) | ||||
Common Stock Thirty Six [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 2, 2018 | ||||
Common Shares Issued | 6,179 | ||||
Fair Value | [2] | $ 81,556 | |||
Converted Balance | [3] | 8,650 | |||
Gain (loss) on Conversion | $ (72,906) | ||||
Common Stock Thirty Seven [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 5, 2018 | ||||
Common Shares Issued | 1,068 | ||||
Fair Value | [2] | $ 11,099 | |||
Converted Balance | [3] | 1,494 | |||
Gain (loss) on Conversion | $ (9,605) | ||||
Common Stock Thirty Eight [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 5, 2018 | ||||
Common Shares Issued | 2,583 | ||||
Fair Value | [2] | $ 26,859 | |||
Converted Balance | [3] | 3,616 | |||
Gain (loss) on Conversion | $ (23,243) | ||||
Common Stock Thirty Nine [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 6, 2018 | ||||
Common Shares Issued | 6,137 | ||||
Fair Value | [2] | $ 81,000 | |||
Converted Balance | [3] | 13,500 | |||
Gain (loss) on Conversion | $ (67,500) | ||||
Common Stock Fourty [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 6, 2018 | ||||
Common Shares Issued | 6,068 | ||||
Fair Value | [2] | $ 60,671 | |||
Converted Balance | [3] | 10,921 | |||
Gain (loss) on Conversion | $ (49,750) | ||||
Common Stock Fourty One [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 7, 2018 | ||||
Common Shares Issued | 5,428 | ||||
Fair Value | [2] | $ 54,280 | |||
Converted Balance | [3] | 7,599 | |||
Gain (loss) on Conversion | $ (46,681) | ||||
Common Stock Fourty Two [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 8, 2018 | ||||
Common Shares Issued | 5,946 | ||||
Fair Value | [2] | $ 64,213 | |||
Converted Balance | [3] | 8,324 | |||
Gain (loss) on Conversion | $ (55,889) | ||||
Common Stock Fourty Three [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 8, 2018 | ||||
Common Shares Issued | 3,476 | ||||
Fair Value | [2] | $ 40,318 | |||
Converted Balance | [3] | 8,064 | |||
Gain (loss) on Conversion | $ (32,254) | ||||
Common Stock Fourty Four [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 12, 2018 | ||||
Common Shares Issued | 5,942 | ||||
Fair Value | [2] | $ 64,167 | |||
Converted Balance | [3] | 8,318 | |||
Gain (loss) on Conversion | $ (55,849) | ||||
Common Stock Fourty Five [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 13, 2018 | ||||
Common Shares Issued | 5,244 | ||||
Fair Value | [2] | $ 50,335 | |||
Converted Balance | [3] | 11,535 | |||
Gain (loss) on Conversion | $ (38,800) | ||||
Common Stock Fourty Six [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 14, 2018 | ||||
Common Shares Issued | 6,549 | ||||
Fair Value | [2] | $ 70,726 | |||
Converted Balance | [3] | 11,788 | |||
Gain (loss) on Conversion | $ (58,938) | ||||
Common Stock Fourty Seven [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 14, 2018 | ||||
Common Shares Issued | 5,507 | ||||
Fair Value | [2] | $ 57,263 | |||
Converted Balance | [3] | 7,708 | |||
Gain (loss) on Conversion | $ (49,555) | ||||
Common Stock Fourty Eight [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 15, 2018 | ||||
Common Shares Issued | 5,669 | ||||
Fair Value | [2] | $ 56,683 | |||
Converted Balance | [3] | 7,936 | |||
Gain (loss) on Conversion | $ (48,747) | ||||
Common Stock Fourty Nine [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 19, 2018 | ||||
Common Shares Issued | 8,316 | ||||
Fair Value | [2] | $ 76,501 | |||
Converted Balance | [3] | 11,641 | |||
Gain (loss) on Conversion | $ (64,860) | ||||
Common Stock Fifty [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 22, 2018 | ||||
Common Shares Issued | 6,537 | ||||
Fair Value | [2] | $ 52,291 | |||
Converted Balance | [3] | 9,151 | |||
Gain (loss) on Conversion | $ (43,140) | ||||
Common Stock Fifty One [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 26, 2018 | ||||
Common Shares Issued | 5,825 | ||||
Fair Value | [2] | $ 72,230 | |||
Converted Balance | [3] | 8,155 | |||
Gain (loss) on Conversion | $ (64,075) | ||||
Common Stock Fifty Two [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 27, 2018 | ||||
Common Shares Issued | 4,567 | ||||
Fair Value | [2] | $ 42,016 | |||
Converted Balance | [3] | 10,047 | |||
Gain (loss) on Conversion | $ (31,969) | ||||
Common Stock Fifty Three [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Mar. 29, 2018 | ||||
Common Shares Issued | 1,558 | ||||
Fair Value | [2] | $ 19,938 | |||
Converted Balance | [3] | 10,000 | |||
Gain (loss) on Conversion | $ (9,938) | ||||
Common Stock Fifty Four [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Apr. 2, 2018 | ||||
Common Shares Issued | 4,580 | ||||
Fair Value | [2] | $ 75,105 | |||
Converted Balance | [3] | 18,135 | |||
Gain (loss) on Conversion | $ (56,970) | ||||
Common Stock Fifty Five [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Apr. 5, 2018 | ||||
Common Shares Issued | 11,087 | ||||
Fair Value | [2] | $ 319,277 | |||
Converted Balance | [3] | 19,955 | |||
Gain (loss) on Conversion | $ (299,322) | ||||
Common Stock Fifty Six [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Apr. 6, 2018 | ||||
Common Shares Issued | 2,190 | ||||
Fair Value | [2] | $ 21,893 | |||
Converted Balance | [3] | 3,941 | |||
Gain (loss) on Conversion | $ (17,952) | ||||
Common Stock Fifty Seven [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Apr. 19, 2018 | ||||
Common Shares Issued | 12,050 | ||||
Fair Value | [2] | $ 173,512 | |||
Converted Balance | [3] | 66,272 | |||
Gain (loss) on Conversion | $ (107,240) | ||||
Common Stock Fifty Eight [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | May 14, 2018 | ||||
Common Shares Issued | 18,068 | ||||
Fair Value | [2] | $ 252,948 | |||
Converted Balance | [3] | 113,174 | |||
Gain (loss) on Conversion | $ (139,774) | ||||
Common Stock Fifty Nine [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | May 25, 2018 | ||||
Common Shares Issued | 10,000 | ||||
Fair Value | [2] | $ 112,000 | |||
Converted Balance | [3] | 52,800 | |||
Gain (loss) on Conversion | $ (59,200) | ||||
Common Stock Sixty [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jun. 13, 2018 | ||||
Common Shares Issued | 3,250 | ||||
Fair Value | [2] | $ 26,000 | |||
Converted Balance | [3] | 9,750 | |||
Gain (loss) on Conversion | $ (16,250) | ||||
Common Stock Sixty One [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jun. 13, 2018 | ||||
Common Shares Issued | 10,000 | ||||
Fair Value | [2] | $ 72,000 | |||
Converted Balance | [3] | 33,000 | |||
Gain (loss) on Conversion | $ (39,000) | ||||
Common Stock Sixty Two [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jun. 19, 2018 | ||||
Common Shares Issued | 9,975 | ||||
Fair Value | [2] | $ 59,850 | |||
Converted Balance | [3] | 32,918 | |||
Gain (loss) on Conversion | $ (26,932) | ||||
Common Stock Sixty Three [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jun. 25, 2018 | ||||
Common Shares Issued | 10,840 | ||||
Fair Value | [2] | $ 60,704 | |||
Converted Balance | [3] | 28,618 | |||
Gain (loss) on Conversion | $ (32,086) | ||||
Common Stock Sixty Four [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jul. 2, 2018 | ||||
Common Shares Issued | 3,438 | ||||
Fair Value | [2] | $ 19,250 | |||
Converted Balance | [3] | 7,906 | |||
Gain (loss) on Conversion | $ (11,344) | ||||
Common Stock Sixty Five [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jul. 2, 2018 | ||||
Common Shares Issued | 12,327 | ||||
Fair Value | [2] | $ 69,028 | |||
Converted Balance | [3] | 31,186 | |||
Gain (loss) on Conversion | $ (37,842) | ||||
Common Stock Sixty Six [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jul. 12, 2018 | ||||
Common Shares Issued | 11,000 | ||||
Fair Value | [2] | $ 61,600 | |||
Converted Balance | [3] | 25,300 | |||
Gain (loss) on Conversion | $ (36,300) | ||||
Common Stock Sixty Seven [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jul. 23, 2018 | ||||
Common Shares Issued | 4,774 | ||||
Fair Value | [2] | $ 21,006 | |||
Converted Balance | [3] | 10,503 | |||
Gain (loss) on Conversion | $ (10,503) | ||||
Common Stock Sixty Eight [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jul. 24, 2018 | ||||
Common Shares Issued | 14,250 | ||||
Fair Value | [2] | $ 62,700 | |||
Converted Balance | [3] | 28,500 | |||
Gain (loss) on Conversion | $ (34,200) | ||||
Common Stock Sixty Nine [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Jul. 25, 2018 | ||||
Common Shares Issued | 10,626 | ||||
Fair Value | [2] | $ 38,253 | |||
Converted Balance | [3] | 21,039 | |||
Gain (loss) on Conversion | $ (17,214) | ||||
Common Stock Seventy [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Aug. 2, 2018 | ||||
Common Shares Issued | 18,500 | ||||
Fair Value | [2] | $ 88,800 | |||
Converted Balance | [3] | 22,200 | |||
Gain (loss) on Conversion | $ (66,600) | ||||
Common Stock Seventy One [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Aug. 3, 2018 | ||||
Common Shares Issued | 9,581 | ||||
Fair Value | [2] | $ 45,988 | |||
Converted Balance | [3] | 12,647 | |||
Gain (loss) on Conversion | $ (33,341) | ||||
Common Stock Seventy Two [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Aug. 10, 2018 | ||||
Common Shares Issued | 10,399 | ||||
Fair Value | [2] | $ 41,593 | |||
Converted Balance | [3] | 13,726 | |||
Gain (loss) on Conversion | $ (27,867) | ||||
Common Stock Seventy Three [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Aug. 23, 2018 | ||||
Common Shares Issued | 2,723 | ||||
Fair Value | [2] | $ 23,956 | |||
Converted Balance | [3] | 4,192 | |||
Gain (loss) on Conversion | $ (19,764) | ||||
Common Stock Seventy Four [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Sep. 4, 2018 | ||||
Common Shares Issued | 13,887 | ||||
Fair Value | [2] | $ 116,644 | |||
Converted Balance | [3] | 15,000 | |||
Gain (loss) on Conversion | $ (101,644) | ||||
Common Stock Seventy Five [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Sep. 10, 2018 | ||||
Common Shares Issued | 17,073 | ||||
Fair Value | [2] | $ 122,922 | |||
Converted Balance | [3] | 26,292 | |||
Gain (loss) on Conversion | $ (96,631) | ||||
Common Stock Seventy Six [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Sep. 10, 2018 | ||||
Common Shares Issued | 10,792 | ||||
Fair Value | [2] | $ 43,167 | |||
Converted Balance | [3] | 12,950 | |||
Gain (loss) on Conversion | $ (30,217) | ||||
Common Stock Seventy Seven [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Sep. 25, 2018 | ||||
Common Shares Issued | 21,250 | ||||
Fair Value | [2] | $ 95,200 | |||
Converted Balance | [3] | 32,725 | |||
Gain (loss) on Conversion | $ (62,475) | ||||
Common Stock Seventy Eight [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Oct. 5, 2018 | ||||
Common Shares Issued | 16,352 | ||||
Fair Value | [2] | $ 77,834 | |||
Converted Balance | [3] | 35,974 | |||
Gain (loss) on Conversion | $ (41,860) | ||||
Common Stock Seventy Nine [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Oct. 17, 2018 | ||||
Common Shares Issued | 18,121 | ||||
Fair Value | [2] | $ 79,729 | |||
Converted Balance | [3] | 31,892 | |||
Gain (loss) on Conversion | $ (47,837) | ||||
Common Stock Eighty [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Oct. 24, 2018 | ||||
Common Shares Issued | 15,132 | ||||
Fair Value | [2] | $ 54,474 | |||
Converted Balance | [3] | 26,632 | |||
Gain (loss) on Conversion | $ (27,842) | ||||
Common Stock Eighty One [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Oct. 24, 2018 | ||||
Common Shares Issued | 22,500 | ||||
Fair Value | [2] | $ 90,000 | |||
Converted Balance | [3] | 39,600 | |||
Gain (loss) on Conversion | $ (50,400) | ||||
Common Stock Eighty Two [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Nov. 2, 2018 | ||||
Common Shares Issued | 9,705 | ||||
Fair Value | [2] | $ 34,936 | |||
Converted Balance | [3] | 14,945 | |||
Gain (loss) on Conversion | $ (19,991) | ||||
Common Stock Eighty Three [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Nov. 7, 2018 | ||||
Common Shares Issued | 43,428 | ||||
Fair Value | [2] | $ 121,598 | |||
Converted Balance | [3] | 86,856 | |||
Gain (loss) on Conversion | $ (34,742) | ||||
Common Stock Eighty Four [Member] | |||||
Business Acquisition [Line Items] | |||||
Date Issued | Dec. 28, 2018 | ||||
Common Shares Issued | 8,851 | ||||
Fair Value | [2] | $ 31,861 | |||
Converted Balance | [3] | 15,576 | |||
Gain (loss) on Conversion | $ (16,285) | ||||
Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Common Shares Issued | 572,547 | 17,072 | |||
Fair Value | [2] | $ 4,315,958 | $ 797,287 | ||
Converted Balance | [3] | 1,302,077 | 775,137 | ||
Gain (loss) on Conversion | $ (3,013,881) | $ (22,150) | |||
[1] | No gain/loss was recorded on conversion as the loan holder is a related party. | ||||
[2] | Fair values are derived based on the closing price of the Company's common stock on the date of the conversion notice. | ||||
[3] | Converted balance includes portions of principal, accrued interest, derivative liabilities, financing fees and interest penalties converted upon the issuance of shares of common stock. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018CAD ($) | Dec. 31, 2017CAD ($) | |
President, CEO and CFO [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions owed amount | $ 139,835 | $ 204,929 | ||
Management fee expenses | 200,000 | 200,000 | ||
President, CEO and CFO [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions owed amount | 12,791 | 22,280 | ||
President, CEO and CFO [Member] | CAD [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions owed amount | $ 190,764 | $ 257,084 | ||
President, CEO and CFO [Member] | CAD [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions owed amount | $ 17,450 | $ 27,950 | ||
Senior Vice President [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions owed amount | $ 52,838 |
Commitments (Details Narrative)
Commitments (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2018USD ($) | Dec. 31, 2018CAD ($) | Dec. 31, 2017USD ($) | |
Lease expiration date | May 31, 2020 | May 31, 2020 | |
Operating lease description | On June 1, 2018, the Company signed a two year operating lease agreement expiring on May 31, 2020 with the right to renew for an additional two year term if written notice is provided within 120 days prior to the expiration of the current term. The annual rent for the premises in Canada is approximately $46,552 CDN and commenced on July 1, 2018. | On June 1, 2018, the Company signed a two year operating lease agreement expiring on May 31, 2020 with the right to renew for an additional two year term if written notice is provided within 120 days prior to the expiration of the current term. The annual rent for the premises in Canada is approximately $46,552 CDN and commenced on July 1, 2018. | |
Warranty reserve | $ 165,523 | ||
Warranty expense | $ (89,037) | $ 90,284 | |
CAD [Member] | |||
Annual rent payment | $ 46,552 |
Commitments - Schedule of Produ
Commitments - Schedule of Product Warranty Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Opening balance | $ 165,523 | $ 111,715 |
Accruals for product warranties issued in the period | 99,699 | |
Adjustments to liabilities for pre-existing warranties | (71,284) | (45,891) |
Write down warranty for change in policy | (94,239) | |
Ending liability | $ 165,523 |
Contingencies (Details Narrativ
Contingencies (Details Narrative) - USD ($) | Apr. 30, 2018 | Oct. 10, 2017 | Jun. 01, 2017 | May 24, 2017 | Feb. 09, 2017 | Sep. 07, 2016 | Dec. 31, 2018 | Apr. 09, 2018 |
Damages in excess | $ 270,000 | |||||||
Number of common stock shares issued | 1,848,130 | |||||||
Minimum [Member] | ||||||||
Damages in excess | $ 200,000 | |||||||
Maximum [Member] | ||||||||
Damages in excess | $ 1,000,000 | |||||||
Consulting Agreement [Member] | ||||||||
Litigation settlement | $ 72,000 | |||||||
Chetu Inc. [Member] | ||||||||
Litigation settlement | $ 27,335 | |||||||
Litigation settlement interest | 4,939 | |||||||
Other payables | $ 46,533 | |||||||
Coastal Investment Partners LLC [Member] | Three 8% Convertible Promissory Notes [Member] | ||||||||
Debt principal amount | $ 261,389 | |||||||
Damages in excess | $ 250,000 | |||||||
Auctus Fund LLC [Member] | 12% Convertible Promissory Notes [Member] | ||||||||
Debt principal amount | $ 75,000 | |||||||
Damages in excess | $ 306,681 | |||||||
Extinguishment of outstanding debt | $ 58,167 | |||||||
JSJ Investments Inc [Member] | 10% Convertible Promissory Notes [Member] | ||||||||
Litigation settlement interest | $ 172,845 | |||||||
Debt principal amount | $ 135,000 |
Revision of Prior Year Financ_3
Revision of Prior Year Financial Statements (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Deficit | $ (42,054,821) | $ (32,229,417) |
Increase to net loss | (9,825,404) | (4,116,831) |
Increase to comprehensive loss | $ (9,233,265) | (4,540,233) |
Restatement Adjustment [Member] | ||
Deficit | (1,819,564) | |
Increase to net loss | (484,759) | |
Increase to comprehensive loss | $ (720,424) | |
Increase in net loss per share | $ 43.89 |
Revision of Prior Year Financ_4
Revision of Prior Year Financial Statements - Schedule of Changes in Financial Statements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative liabilities | $ 2,188,354 | $ 1,676,155 |
Total Current Liabilities | 7,021,046 | 8,546,601 |
Total Liabilities | 8,546,601 | |
Deficit | (42,054,821) | (32,229,417) |
Noncontrolling interest | ||
Total Stockholders' Deficit | (13,742,617) | |
Change in fair value of derivative liabilities | 1,005,458 | (824,986) |
Total other income (expense) | (8,641,587) | (2,471,961) |
Net loss for the year | (9,825,404) | (4,116,831) |
Net loss attributed to non-controlling interest | ||
Comprehensive loss | $ (9,233,265) | (4,540,233) |
Scenario, Previously Reported [Member] | ||
Derivative liabilities | 1,191,396 | |
Total Current Liabilities | 8,061,842 | |
Total Liabilities | 8,061,842 | |
Deficit | (30,409,853) | |
Noncontrolling interest | (1,334,805) | |
Total Stockholders' Deficit | (13,257,858) | |
Change in fair value of derivative liabilities | (340,227) | |
Total other income (expense) | (1,987,202) | |
Net loss for the year | (3,632,072) | |
Net loss attributed to non-controlling interest | 235,665 | |
Comprehensive loss | (3,819,809) | |
Restatement Adjustment [Member] | ||
Derivative liabilities | 484,759 | |
Total Current Liabilities | 484,759 | |
Total Liabilities | 484,759 | |
Deficit | (1,819,564) | |
Noncontrolling interest | 1,334,805 | |
Total Stockholders' Deficit | (484,759) | |
Change in fair value of derivative liabilities | (484,759) | |
Total other income (expense) | (484,759) | |
Net loss for the year | (484,759) | |
Net loss attributed to non-controlling interest | (235,665) | |
Comprehensive loss | $ (720,424) |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expense benefit | ||
Income tax examination, description | On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the "Act"), which reduced the corporate tax rate for businesses from a maximum of 35% to a flat 21% rate. The rate reduction is effective on January 1, 2018. | |
Effective income tax rate | 21.00% | |
Deferred tax asset | 4,257,379 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss | $ 42,054,821 | $ 30,409,853 |
Income Tax - Schedule of Compon
Income Tax - Schedule of Component of Loss Before Income Tax and Non-Controlling Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Loss before income tax | $ (9,825,404) | $ (4,116,831) |
Income Tax | ||
Effective tax rate | 21.00% | 21.00% |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | ||
Income tax payments | ||
Interest payments | 29,952 | |
Convertible debenture issued for financing fees | 15,000 | |
Shares issued for convertible loans payable | 4,343,730 | 771,035 |
Preferred shares issued in exchange for mezzanine preferred shares and accrued interest | 1,751,740 | |
Preferred shares issued in exchange for convertible debt and accrued interest | 3,120,992 | |
Mezzanine preferred shares issued in exchange for mezzanine preferred shares and accrued interest | 4,121,741 | |
Mezzanine preferred shares issued in exchange for convertible debt and accrued interest | 2,488,765 | |
Preferred shares issued for accounts payable | 91,944 | |
Shares issued for convertible related party payable | 26,252 | |
Returnable shares issued for commitment fee | $ 198,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 5 Months Ended | ||
May 22, 2019 | Apr. 26, 2019 | Dec. 31, 2018 | |
Assignment Agreement [Member] | Secured Inventory Convertible Note [Member] | June 24, 2019 [Member] | |||
Subsequent Event [Line Items] | |||
Original note, balance owed | $ 120,490 | ||
Assignment Agreement [Member] | Secured Inventory Convertible Note [Member] | July 24, 2019 [Member] | |||
Subsequent Event [Line Items] | |||
Original note, balance owed | $ 122,866 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Number of common shares issued to settle outstanding convertible debentures | 55,915 | ||
Number of shares of common stock for reverse stock split rounding errors | 17 | ||
Subsequent Event [Member] | Assignment Agreement [Member] | Secured Inventory Convertible Note [Member] | |||
Subsequent Event [Line Items] | |||
Original note, balance owed | $ 85,838 | $ 84,396 | |
Subsequent Event [Member] | Assignment Agreement [Member] | Secured Inventory Convertible Note [Member] | Two Unrelated Parties [Member] | |||
Subsequent Event [Line Items] | |||
Debt principal amount | 900,000 | ||
Original note, balance owed | 375,804 | ||
Accrued interest | $ 37,786 |