Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 14, 2020 | Jun. 30, 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, 2019 | ||
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 Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 787,569 | ||
Entity Common Stock, Shares Outstanding | 13,721,779 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 25,494 | $ 5,059 |
Trade receivables, net | 74,793 | 139,400 |
Inventories, net of inventory allowance of $151,191 and $146,292, respectively | 140,943 | 141,296 |
Prepaid expenses and deposits | 9,570 | 47,484 |
TOTAL CURRENT ASSETS | 250,800 | 333,239 |
Fixed assets, net | 139,823 | 869 |
Equipment on lease, net | 1,457 | 3,316 |
Intangible assets, net | 14,061 | 15,289 |
TOTAL ASSETS | 406,141 | 352,713 |
CURRENT LIABILITIES | ||
Trade and other payables | 2,345,333 | 1,897,530 |
Deferred revenue | 65,274 | 215,662 |
Operating lease liability | 62,935 | |
Convertible note payable to related party | 310,000 | |
Loans payable | 789,469 | 795,588 |
Derivative liability | 2,856,569 | 2,188,354 |
Convertible notes payable, net of unamortized discount of $550,876 and $213,461, respectively | 2,507,653 | 1,613,912 |
TOTAL CURRENT LIABILITIES | 8,627,233 | 7,021,046 |
Operating lease liability | 74,225 | |
TOTAL LIABILITIES | 8,701,458 | 7,021,046 |
Going concern (Note 2) | ||
Commitments (Note 16) | ||
Contingencies (Note 17) | ||
Subsequent events (Note 20) | ||
MEZZANINE EQUITY | ||
Redeemable preferred stock, $0.001 par value, 11,000,000 shares authorized (2018 - 11,000,000), to be issued (2018 - to be issued) | 33,807 | 6,702,450 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 3,010,000 shares authorized (2018 - 3,010,000), 200,376 issued and outstanding (2018 - to be issued) | 200 | 4,872,732 |
Common stock, $0.001 par value, 150,000,000 shares authorized, (2018 - 750,000); 1,146,302 issued and outstanding (2018 - 634,471) | 1,146 | 634 |
Additional paid in capital, common stock | 28,097,710 | 22,415,121 |
Discounts on common stock | (69,838) | (69,838) |
Common stock to be issued | 7,402,254 | |
Other accumulated comprehensive income | 1,372,345 | 1,465,389 |
Accumulated deficit | (45,132,941) | (42,054,821) |
TOTAL STOCKHOLDERS' DEFICIT | (8,329,124) | (13,370,783) |
TOTAL LIABILITIES MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT | $ 406,141 | $ 352,713 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Inventory allowance | $ 151,191 | $ 146,292 |
Convertible note payable, unamortized discount | $ 550,876 | $ 213,461 |
Redeemable preferred stock, par value | $ 0.001 | $ 0.001 |
Redeemable preferred stock, shares authorized | 11,000,000 | 11,000,000 |
Redeemable preferred stock, shares issued | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,010,000 | 3,010,000 |
Preferred stock, shares issued | 200,376 | |
Preferred stock, shares outstanding | 200,376 | |
Preferred stock, shares to be issued | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 750,000 |
Common stock, shares issued | 1,146,302 | 634,471 |
Common stock, shares outstanding | 1,146,302 | 634,471 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 1,399,420 | $ 1,281,024 |
Cost of revenue | 948,273 | 191,650 |
Gross profit | 451,147 | 1,089,374 |
Operating expenses | ||
Compensation expense | 1,921,078 | 726,520 |
General and administration expense | 886,592 | 1,561,000 |
Warranty recovery | (89,037) | |
Bad debt | 65,802 | 61,059 |
Depreciation and amortization expense | 4,218 | 13,649 |
Total operating expense | 2,877,690 | 2,273,191 |
Loss from operations | (2,426,543) | (1,183,817) |
Other income (expense) | ||
Foreign currency exchange | 37,224 | (59,050) |
Change in fair value of derivative instruments | 271,704 | 1,005,458 |
Gain (loss) on extinguishment of debt | 659,999 | (6,889,665) |
Finance costs | (1,620,504) | (2,698,330) |
Total other expense | (651,577) | (8,641,587) |
Loss before income taxes | (3,078,120) | (9,825,404) |
Provision for income taxes | ||
Net loss | $ (3,078,120) | $ (9,825,404) |
Basic and diluted: | ||
Basic | $ (3.84) | $ (28.88) |
Diluted | $ (3.84) | $ (28.88) |
Weighted average number of shares used in computing basic and diluted net loss per share: | ||
Basic | 801,993 | 340,264 |
Diluted | 801,993 | 340,264 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (3,078,120) | $ (9,825,404) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustments | (93,044) | 592,139 |
Comprehensive loss | $ (3,171,164) | $ (9,233,265) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Discount on Common Stock [Member] | Common Stock to be Issued [Member] | Preferred Stock | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
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 commission | 2,250 | 2,250 | ||||||
Shares issued for commission, 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 income 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 | 634,471 | |||||||
Shares issued for cash | $ 23,453 | 23,453 | ||||||
Shares issued for cash, shares | 38,135 | |||||||
Shares issued for services | $ 72 | 63,365 | $ 1,224,000 | 1,287,437 | ||||
Shares issued for services, shares | 72,295 | 1,540,000 | ||||||
Shares issued on conversion of debt | $ 408 | 506,060 | 506,468 | |||||
Shares issued on conversion of debt, shares | 407,536 | |||||||
Shares issued for debt settlement | $ 32 | 37,728 | 37,760 | |||||
Shares issued for debt settlement, shares | 32,000 | |||||||
Shares to be issued and warrants issued for restructure of preferred shares and debt | 5,075,436 | 6,154,801 | (4,872,732) | 6,357,505 | ||||
Preferred shares issued for services | 200 | 200 | ||||||
Net income loss for the period | (93,044) | (3,078,120) | (3,171,164) | |||||
Balance at Dec. 31, 2019 | $ 1,146 | $ 28,097,710 | $ (69,838) | $ 7,402,254 | $ 200 | $ 1,372,345 | $ (45,132,941) | $ (8,329,124) |
Balance, shares at Dec. 31, 2019 | 1,146,302 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (3,078,120) | $ (9,825,404) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,218 | 13,649 |
Change in inventory allowance | 2,096 | 146,292 |
Non-cash financing costs | 235,177 | 261,220 |
Accretion of discounts on debt | 751,691 | 1,742,705 |
Change in fair value of derivative liabilities | (271,704) | (1,005,458) |
Bad debt expense | 65,802 | 61,059 |
Shares issued and to be issued for services | 1,287,637 | 334,750 |
(Gain) loss on extinguishment of debt | (659,999) | 6,889,665 |
Unrealized foreign exchange gain | 40,173 | |
Changes in non-cash working capital: | ||
Trade receivables, net | 42,456 | (216,538) |
Inventories | 4,919 | (278,659) |
Prepaid expense and deposits | 35,240 | (27,129) |
Related party receivable | 1,034 | |
Trade payables and accruals | 797,785 | 568,132 |
Deferred revenue | (111,456) | (165,523) |
Warranty reserve | 55,997 | |
Operating lease liabilities | 5,308 | |
Net cash used in operating activities | (848,777) | (1,421,237) |
Cash flows from investing activities | ||
Purchase of fixed assets | (1,383) | (1,570) |
Purchase of intangible assets | (1,100) | |
Net cash used in investing activities | (1,383) | (2,670) |
Cash flows from financing activities | ||
Proceeds from issuing shares and shares to be issued | 23,453 | 81,659 |
Payments on notes payable | (45,000) | |
Proceeds from notes payable | 846,538 | 1,292,000 |
Net cash provided by financing activities | 869,991 | 1,328,659 |
Effect of exchange rate changes on cash | 604 | 94,819 |
Net increase in cash | 20,435 | (429) |
Cash at beginning of period | 5,059 | 5,488 |
Cash at the end of the period | $ 25,494 | $ 5,059 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2019 | |
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 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 April 13, 2015, the Company entered into a share exchange agreement with Vantage Tag Systems Inc. (“VTS”) (formerly DSG Tag Systems Inc.), 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, VTS formed DSG Tag Systems International, Ltd. in the United Kingdom (“DSG UK”). DSG UK is a wholly owned subsidiary of VTS. 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. On May 23, 2019, the Company approved to increase its authorized common stock to 150,000,000, 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, 2019 | |
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, 2019, the Company has a working capital deficit of $8,376,433 and has an accumulated deficit of $45,132,941 since inception. Furthermore, the Company incurred a net loss of $3,078,120, used $848,777 of cash flows for operating activities during the year ended December 31, 2019 and may experience business disruptions due to the recent outbreak of the coronavirus, also known as “COVID-19”. 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, 2019 | |
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 VTS and its wholly owned subsidiary DSG UK, collectively referred to as the “Company”. All 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 revenue recognition, the collectability of accounts receivable, valuation of inventory, useful lives and recoverability of long-lived assets, fair value derivative liabilities, the Company’s incremental borrowing rate, leases 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 date the financial statements are issued. The Company is aware that material uncertainties related to events or conditions may cast substantial 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 VTS is the Canadian dollar. The functional currency of DSG UK is the British pound. 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 VTS 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, Financial Account Standards Board (“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 accrues for warranty costs, sales returns and other allowances based on its historical experience. During the years ended December 31, 2019 and 2018, the Company did not provide a warranty for any of its products sold during those periods. The warranty reserve was $Nil as at December 31, 2019 and 2018. 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. As of December 31, 2019, and 2018, the Company did not have any amounts recorded pertaining to uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. The Company did not incur any penalties or interest during the years ended December 31, 2019 and 2018. On December 22, 2017 the U.S. enacted the Tax Cuts and Jobs Act (“the Tax Act”) which significantly changed U.S. tax law. The Tax Act lowered the Company’s statutory federal income tax rate from a maximum of 39% to a rate of 21% effective January 1, 2018. The Company has deferred tax losses and assets and they were adjusted as a result of the change in tax law reducing the federal income tax rate. The Company’s tax years 2014 and forward remain open. 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, 2019 and 2018, 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. At December 31, 2019 and 2018, the Company did not hold any cash equivalents. Accounts Receivable All accounts receivable under standard terms 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. 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, 2019 and 2018 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, 2019 and 2018, no financing receivables are outstanding. Advertising Costs The Company expenses all advertising costs as incurred. Advertising and marketing costs were $73,281 and $404,391 for the years ended December 31, 2019 and 2018, 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. Fixed Assets and Equipment on Lease Fixed assets and equipment on lease are stated at cost less accumulated depreciation. Fixed assets and equipment on lease are 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 20 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 The Company analyzes all financial instruments with features of both liabilities and equity under ASC Topic 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging 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 of cash, trade receivables, trade and other payables, operating lease liabilities, convertible note payable to related party, loans payable, derivative liabilities and convertible notes payable. Except for cash and derivative liabilities, the Company’s financial instruments’ carrying amounts, excluding any unamortized discounts, approximate their fair values due to their short term to maturity. The fair value of long-term operating lease liabilities approximates their carrying value due to minimal changes in interest rates and the Company’s credit risk since initial recognition. Cash and derivative liabilities are measured and recognized at fair value based on level 1 and level 2 inputs, respectively, for all periods presented. 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, 2019, the Company had 13,287,548 (2018 – 35,173,897) 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. During the years ended December 31, 2019 and 2018 there was no stock-based compensation. Leases The Company determines if an arrangement is a lease at inception. Operating and financing right-of-use assets and lease liabilities are included within fixed assets on the consolidated balance sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate, based on the information available at the commencement date, in determining the present value of future lease payments. Right-of-use assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Operating lease expenses are recognized on a straight-line basis over the term of the lease, consisting of interest accrued on the lease liability and depreciation of the right-of-use asset. The lease terms may include options to extend or terminate the lease if it is reasonably certain the Company will exercise that option. Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board, or FASB, established Topic 842, Leases, by issuing Accounting Standards Update (“ASU”) No. 2016-02, which requires lessors to classify leases as a sales-type, direct financing, or operating lease and requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The Company adopted the new standard effective January 1, 2019 and elected to use the modified retrospective for transition. The Company elected the following practical expedients: ● Transition method practical expedient – permits the Company to use the effective date as the date of initial application. Upon adoption, the Company did not have a cumulative-effect adjustment to the opening balance of retained earnings. Financial information and disclosures for periods before January 1, 2019 were not updated. ● Package of practical expedients – permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs. This allowed the Company to continue classifying its leases at transition in substantially the same manner. ● Single component practical expedient – permits the Company to not separate lease and non-lease components of leases. Upon transition, rental income, expense reimbursement, and other were aggregated into a single line within rental and other revenues on the condensed consolidated statement of operations. ● Short-term lease practical expedient – permits the Company not to recognize leases with a term equal to or less than 12 months. Lessee Accounting The new standard requires lessees to recognize a right-of-use asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating at inception, with classification affecting the pattern and recording of expenses in the statement of operations. Upon transition the Company recognized lease assets and lease liabilities principally for its office lease. When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted average incremental borrowing rate applied was 11.98%. Refer to Notes 5 and 11. Recently Issued Accounting Pronouncements Applicable for fiscal years beginning after December 15, 2019: In June 2016, FASB issued ASU 2016-13, Measurement of Credit Loss on financial Instruments The Company is currently evaluating the impact of the above standard on its consolidated financial statements. Other recent accounting pronouncements issued by 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. |
Trade Receivables
Trade Receivables | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Trade Receivables | Note 4 – TRADE RECEIVABLES As of December 31, 2019 and 2018, trade receivables consists of the following: December 31, 2019 December 31, 2018 Accounts receivables $ 82,927 $ 184,214 Allowance for doubtful accounts (8,134 ) (44,814 ) Total trade receivables, net $ 74,793 $ 139,400 |
Fixed Assets and Equipment on L
Fixed Assets and Equipment on Lease | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets and Equipment on Lease | Note 5 – FIXED ASSETS AND EQUIPMENT ON LEASE As of December 31, 2019 and 2018, fixed assets consisted of the following: December 31, 2019 December 31, 2018 Furniture and equipment $ - $ 20,509 Computer equipment 27,025 28,460 Right-of-use assets 178,202 - Accumulated depreciation (65,404 ) (48,100 ) $ 139,823 $ 869 As of December 31, 2019 and 2018, equipment on lease consisted of the following: December 31, 2019 December 31, 2018 Tags $ 126,817 $ 120,998 Text 28,029 26,743 Infinity/Touch 23,218 22,152 Accumulated depreciation (176,607 ) (166,577 ) $ 1,457 $ 3,316 For the year ended December 31, 2019, total depreciation expense for fixed assets and equipment on lease was $2,990 (2018 - $12,443) and is included in general and administration expense. For the year ended December 31, 2019, total depreciation for right-of-use assets was $39,671 (2018 - $nil) and is included in general and administration expense as operating lease expense. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6 – INTANGIBLE ASSETS As of December 31, 2019 and 2018, intangible assets consisted of the following: December 31, 2019 December 31, 2018 Intangible asset - Patents $ 22,353 $ 22,353 Accumulated amortization (8,292 ) (7,064 ) $ 14,061 $ 15,289 Patents are amortized on a straight-line basis over their estimated useful life of 20 years. For the year ended December 31, 2019, total amortization expense for intangible assets was $1,228 (2018 - $1,206). |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Note 7 – TRADE AND OTHER PAYABLES As of December 31, 2019, and 2018, trade and other payables consist of the following: December 31, 2019 December 31, 2018 Accounts payable and accrued expenses $ 1,334,685 $ 1,224,507 Accrued interest 992,755 686,354 Other liabilities 17,893 (13,331 ) Total trade and other payables $ 2,345,333 $ 1,897,530 |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Loans Payable | Note 8 – LOANS PAYABLE As of December 31, 2019 and 2018, loans payable consisted of the following: December 31, 2019 December 31, 2018 Unsecured, due on demand, interest at 15% per annum (a) $ - $ 183,258 Unsecured, due on demand, interest at 36% per annum (b) - 44,830 Unsecured, loan payable, due on demand, interest at 18% per annum 317,500 317,500 Unsecured, loan payable, due on demand, interest 10% per annum, with a minimum interest amount of $25,000 250,000 250,000 Unsecured share-settled debt, due on May 7, 2019, non-interest bearing (c) 214,286 - Unsecured loan payable in the amount of CDN$10,000, due on demand, non-interest bearing 7,683 - $ 789,469 $ 795,588 (a) On December 31, 2019, the outstanding loan payable in the principal amount of $192,071 (CDN$250,000) and accrued interest of $149,183 (CDN$194,177), along with accounts payable due to the same lender of $7,683 (CDN$10,000), were settled in exchange for 673,077 shares of common stock to be issued. The shares of common stock had a fair value of $528,365 based on their closing price on the date of settlement, resulting in a loss on settlement of $179,428. (b) On October 24, 2019, the outstanding loan payable in the principal amount of $46,986 (CDN$61,158) and accrued interest of $18,390 (CDN$23,936) were settled in exchange for 117,178 shares of common stock. The shares of common stock had a fair value of $138,270 based on their closing price on the date of settlement, resulting in a loss on settlement of $72,894. As of December 31, 2019, 32,000 shares of common stock were issued, and 85,178 shares of common stock remain to be issued. The remaining 85,178 shares of common stock were issued subsequent to year-end on February 5, 2020. (c) On March 8, 2019, the Company entered into a convertible bridge loan agreement (the “Share-Settled Loan”). The Share-Settled Loan bears interest at 4.99% per month, was due in 60 days on May 7, 2019 and is convertible into restricted common shares of the Company at the lender’s option at the market price per share less a 30% discount to market. The Company has accounted the Share-Settled Loan as share-settled debt. It is initially recognized at its fair value and accreted to its share-settled redemption value of $214,286 over the term of the debt. At December 31, 2019, the carrying value consists of principal of $150,000 and accumulated accretion of $64,286. The Share-Settled Loan was not repaid on May 7, 2019 and is in default. Effective September 1, 2019, interest was reduced to 2% per month and effective December 1, 2019, the loan became non-interest bearing. |
Convertible Loans
Convertible Loans | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Loans | Note 9 – CONVERTIBLE LOANS As of December 31, 2019, and 2018, convertible loans payable consisted of the following: Related Party Convertible Notes Payable During the year ended December 31, 2019, the related party convertible loans payable outstanding at December 31, 2018 was reclassified to convertible notes payable as the lender ceased to be a related party. Refer to Note 9(a). Third Party Convertible Notes 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, 2019, the carrying value of the convertible promissory note was $310,000 (December 31, 2018 - $310,000). (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, 2019, the carrying value of the convertible promissory note was $250,000 (December 31, 2018 - $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 17. During the year ended December 31, 2019, the Company issued 72,038 common shares with a fair value of $59,097 for the conversion of $32,000 of principal resulting in a loss on settlement of debt of $27,097. As at December 31, 2019, the carrying value of the note was $213,889 (December 31, 2018 - $245,889) and the fair value of the derivative liability was $360,718 (December 31, 2018 - $606,710). (d) 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 accreted over the life of the note. During the year ended December 31, 2018, $75,000 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. 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, 2019, the carrying value of the note was $9,487 (December 31, 2018 - $9,487), relating to a penalty. (e) 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 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, 2019, the carrying value of the note was $81,470 (December 31, 2018 - $81,470) and the fair value of the derivative liability was $111,990 (December 31, 2018 - $121,485). During the year ended December 31, 2019, the Company accreted $Nil (2018 - $64,282) of the debt discount to finance costs. (f) 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. 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(l). As at December 31, 2019, the carrying value of the first tranche of the note was $Nil (December 31, 2018 - $Nil) and the fair value of the derivative liability was $Nil (December 31, 2018 - $Nil). During the year ended December 31, 2019, the Company accreted $Nil (2018 - $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 accreted over the life of the note. On April 26, 2019 and May 22, 2019, an aggregate principal balance of $166,667 and accrued interest of $3,567 for the second 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(n). As at December 31, 2019, the carrying value of the second tranche of the note was $Nil (December 31, 2018 - $166,667) and the fair value of the derivative liability was $Nil (December 31, 2018 - $229,951). During the year ended December 31, 2019, the Company accreted $Nil (2018 - $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 accreted over the life of the note. On June 24, 2019, the principal balance of $77,844 and accrued interest of $42,656 for the third tranche of the note was reassigned to another unrelated note holder. On September 24, 2019, the remaining principal balance of $120,489 for the third 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(n). As at December 31, 2019, the carrying value of the third tranche of the note was $Nil (December 31, 2018 - $181,087) and the fair value of the derivative liability was $Nil (December 31, 2018 - $231,250). During the year ended December 31, 2019, the Company accreted $17,246 (2018 - $181,087) of the debt discount to finance costs. (g) 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, was 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. During the year ended December 31, 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, 2019, the carrying value of the note was $5,000 (December 31, 2018 - $5,000) and the fair value of the derivative liability was $2,601 (December 31, 2018 - $2,714). (h) 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, 2019, the carrying value of the note was $51,500 (December 31, 2018 - $44,223) and the fair value of the derivative liability was $48,918 (December 31, 2018 - $44,543). During the year ended December 31, 2019, the Company accreted $7,277 (2018 - $44,223) of the debt discount to finance costs. (i) 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, 2019, the carrying value of the note was $180,000 (December 31, 2018 - $141,522) and the fair value of the derivative liability was $169,234 (December 31, 2018 - $165,742). During the year ended December 31, 2019, the Company accreted $38,478 (2018 - $141,522) of the debt discount to finance costs. (j) On June 18, 2018, the Company reassigned convertible note balances from the original lender to another unrelated party in the principal amount of $168,721. The note is unsecured, bears interest at 10% per annum, which was 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 is accrued will be and payable at the time of promissory note repayment. The remaining derivative liability applied as a discount on the reassigned note was $25,824 and is accreted over the remaining life of the note. During the year ended December 31, 2018, the Company issued 43,750 common shares with a fair value of $185,200 for the conversion of $66,672 of principal and $5,653 of accrued interest resulting in a loss on settlement of debt of $112,875. During the year ended December 31, 2019, the Company issued 234,350 common shares with a fair value of $268,614 for the conversion of $63,012 of principal and $9,671 of accrued interest resulting in a loss on settlement of debt of $195,931. As at December 31, 2019, the carrying value of the note was $39,037 (December 31, 2018 - $102,049) and the fair value of the derivative liability was $21,869 (December 31, 2018 - $53,896). During the year ended December 31, 2019, the Company accreted $Nil (2018 - $162,500) of the debt discount to finance costs. (k) On August 31, 2018, the Company issued a convertible promissory note in the principal amount of $226,000. The note is unsecured, bears interest at 12% per annum, was due on August 31, 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. Deferred financing fees and original issuance discount on the note were $26,000. The derivative liability applied as a discount on the note was $200,000 and is accreted over the life of the note. During the year ended December 31, 2019, the entire outstanding principal and interest was assigned to another unrelated party with no changes to the terms of the note upon assignment. Refer to Note 9(u). The deferred financing fees and derivative liability applied as discounts on the purchase portion of the note were fully extinguished at the time of the transfer. In connection with the assignment an inducement fee was paid to the assignor. Refer to Notes 9(o). As at December 31, 2019, the carrying value of the note was $Nil (December 31, 2018 - $75,540) and the fair value of the derivative liability was $Nil (December 31, 2018 - $305,890). During the year ended December 31, 2019, the Company accreted $150,460 (2018 - $75,540) of the debt discount to finance costs. (l) On August 31, 2018, the Company reassigned the first tranche of a convertible note balance from the original lender to another unrelated party in the principal amount of $315,978. The first tranche of the note is unsecured, bears interest at 12% per annum, was due on September 19, 2018 and is convertible into common shares 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. The deferred financing fees and derivative liability applied as discounts on the reassigned note were fully amortized at the time of the transfer. During the year ended December 31, 2019, the Company issued 55,932 common shares with a fair value of $119,981 for the conversion of $42,000 of principal and $3,869 of accrued interest resulting in a loss on settlement of debt of $74,112. During the year ended December 31, 2019, the entire outstanding principal and interest was assigned to another unrelated party with no changes to the terms of the note upon assignment. Refer to Note 9(v). The deferred financing fees and derivative liability applied as discounts on the purchase portion of the note were fully extinguished at the time of the transfer. In connection with the assignment an inducement fee was paid to the assignor. Refer to Notes 9(o). As at December 31, 2019, the carrying value of the note was $Nil (December 31, 2018 - $315,978) and the fair value of the derivative liability was $Nil (2018 - $426,173). (m) On January 22, 2019, the Company issued a convertible promissory note in the principal amount of $137,500. The note is unsecured, bears interest at 12% per annum, is due on January 22, 2020 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. Deferred financing fees and original issuance discount on the note were $12,500. The derivative liability applied as a discount on the note was $125,000 and is accreted over the life of the note. During the year ended December 31, 2019, the entire outstanding principal and interest was assigned to another unrelated party with no changes to the terms of the note upon assignment. Refer to Note 9(w). The deferred financing fees and derivative liability applied as discounts on the purchase portion of the note were fully extinguished at the time of the transfer. In connection with the assignment an inducement fee was paid to the assignor. Refer to Notes 9(o). As at December 31, 2019, the carrying value of the note was $Nil and the fair value of the derivative liability was $Nil. During the year ended December 31, 2019, the Company accreted $137,500, of the debt discount to finance costs. (n) On April 26, 2019, the Company entered into a note purchase and 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(f). Pursuant to this 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). As at December 31, 2019, $413,590 in principal and accrued interest had been assigned to the purchaser. As at December 31, 2019, the carrying value of the note was $413,590. The fair value of the derivative liability was $181,870. During the year ended December 31, 2019, the Company accreted $Nil (2018 - $Nil) of the debt discount to finance costs. (o) On May 7, 2019, the Company entered into a secured convertible promissory note agreement with an unrelated party. The note is secured by an unconditional first priority interest in and to, any and all property of the Company and its subsidiaries, of any kind or description, tangible or intangible, whether now existing or hereafter arising or acquired until the balance of all Notes has been reduced to $Nil. The note bears interest at 10% per annum, each tranche matures 12 months from the funding date and is convertible into common shares at the holder’s discretion at a conversion price equal to 62% of the lowest trading price of the Company’s common stock during the 10 trading days immediately preceding the conversion of the note. The note was funded in four tranches on May 7, 2019, June 28, 2019, July 8, 2019 and August 8, 2019, totaling $250,420. Proceeds from the note were paid directly to a former lender as an inducement for entering into a debt assignment arrangement. Refer to Notes 9(k), (l) and (m). The $250,420 inducement is recorded to finance costs for the year ended December 31, 2019. Deferred financing fees and original issuance discount on the note were $26,765. The derivative liability applied as a discount on the note was $250,420 and is accreted over the life of the note. As at December 31, 2019, the carrying value of the note was $124,695 and the fair value of the derivative liability was $323,514. During the year ended December 31, 2019, the Company accreted $124,695 of the debt discount to finance costs. (p) On July 30, 2019 the Company issued a convertible promissory note in the principal amount of $220,000. The note is unsecured, bears interest at 10% per annum, is due on July 30, 2020, and is convertible into common shares at a conversion price equal to the lesser of (i) 60% of the lowest trading price during the previous twenty trading days prior to the issuance date, or (ii) the lowest trading price for the Common Stock during the twenty day period ending one trading day prior to conversion of the note. Deferred financing fees and original issuance discount on the note were $23,500. The derivative liability applied as a discount on the note was $196,500 and is accreted over the life of the note. As at December 31, 2019, the carrying value of the note was $92,219 and the fair value of the derivative liability was $284,734. During the year ended December 31, 2019, the Company accreted $92,219 of the debt discount to finance costs. (q) On September 4, 2019 the Company issued a convertible promissory note in the principal amount of $137,500. The note is unsecured, bears interest at 10% per annum, is due on June 3, 2020, and is convertible during the first 180 calendar days from the issuance date at a price of $0.50 per share. For the subsequent period until repayment the conversion price shall equal the lesser of (i) 60% multiplied by the lowest traded price of the Common Stock during the previous twenty trading days before the issuance date of the note, or (ii) the lowest traded price for the Common Stock during the twenty day period ending on the last complete trading day before conversion. Deferred financing fees and original issuance discount on the note were $16,000. The derivative liability applied as a discount on the note was $121,500 and is accreted over the life of the note. In connection with the note, the Company granted 100,000 warrants to the lender. Each warrant can be exercised to purchase shares of common stock of the Company at a price of $0.75 per warrant for a period of five years. As the entire net proceeds of $121,500 were first allocated to the derivative liability which is measured at fair value on a recurring basis, the residual value of $Nil was allocated to the equity-classified warrants. As at December 31, 2019, the carrying value of the note was $43,322 and the fair value of the derivative liability was $173,596. During the year ended December 31, 2019, the Company accreted $43,322, of the debt discount to finance costs. (r) On September 19, 2019 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 September 19, 2020, and is convertible during the first six months from the issuance date at a price of $0.50 per share. For the subsequent period until repayment the conversion price shall equal the lesser of (i) 60% multiplied by the lowest traded price of the Common Stock during the previous twenty trading days before the issuance date of the note, or (ii) the lowest traded price for the Common Stock during the twenty day period ending on the last complete trading day before conversion. Deferred financing fees and original issuance discount on the note were $7,000. The derivative liability applied as a discount on the note was $48,000 and is accreted over the life of the note. As at December 31, 2019, the carrying value of the note was $15,370 and the fair value of the derivative liability was $70,052. During the year ended December 31, 2019, the Company accreted $15,370, of the debt discount to finance costs. (s) On September 19, 2019 the Company issued a convertible promissory note in the principal amount of $141,900. The note is unsecured, bears interest at 10% per annum, is due on September 19, 2020, and is convertible during the first six months from the issuance date at a price of $0.50 per share. For the subsequent period until repayment the conversion price shall equal the lesser of (i) 60% multiplied by the lowest traded price of the Common Stock during the previous twenty trading days before the issuance date of the note, or (ii) the lowest traded price for the Common Stock during the twenty day period ending on the last complete trading day before conversion. Deferred financing fees and original issuance discount on the note were $16,400. The derivative liability applied as a discount on the note was $125,500 and is accreted over the life of the note. In connection with the note, the Company granted 113,250 warrants to the lender. Each warrant can be exercised to purchase shares of common stock of the Company at a price of $0.75 per warrant for a period of five years. As the entire net proceeds of $125,500 were first allocated to the derivative liability which is measured at fair value on a recurring basis, the residual value of $Nil was allocated to the equity-classified warrants. As at December 31, 2019, the carrying value of the note was $40,043 and the fair value of the derivative liability was $190,246. During the year ended December 31, 2019, the Company accreted $40,043, of the debt discount to finance costs. (t) On October 2, 2019 the Company issued a convertible promissory note in the principal amount of $82,500. The note is unsecured, bears interest at 10% per annum, is due on September 30, 2020, and is convertible during the first six months from the issuance date at a price of $0.50 per share. For the subsequent period until repayment the conversion price shall equal the lesser of (i) 60% multiplied by the lowest traded price of the Common Stock during the previous twenty trading days before the issuance date of the note, or (ii) the lowest traded price for the Common Stock during the twenty day period ending on the last complete trading day before conversion. Deferred financing fees and original issuance discount on the note were $9,500. The derivative liability applied as a discount on the note was $73,000 and is accreted over the life of the note. In connection with the note, the Company granted 83,333 warrants to the lender. Each warrant can be exercised to purchase shares of common stock of the Company at a price of $0.75 per warrant for a period of five years. As the entire net proceeds of $73,000 were first allocated to the derivative liability which is measured at fair value on a recurring basis, the residual value of $Nil was allocated to the equity-classified warrants. As at December 31, 2019, the carrying value of the note was $20,795 and the fair value of the derivative liability was $105,790. During the year ended December 31, 2019, the Company accreted $20,795, of the debt discount to finance costs. (u) During the year ended December 31, 2019, a convertible promissory note with an outstanding principal balance of $226,000 was assigned to another unrelated party with no changes to the terms of the note upon assignment. Refer to Note 9 (k). The note is unsecured, bears interest at 12% per annum, was due on August 31, 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. As at December 31, 2019, the carrying value of the note was $226,000 and the fair value of the derivative liability was $289,462. (v) During the year ended December 31, 2019, a convertible promissory note with an outstanding principal balance of $258,736 was assigned to another unrelated party with no changes to the terms of the note upon assignment. Refer to Note 9 (l). The note is unsecured, bears interest at 12% per annum, was due on September 19, 2018 and is convertible into common shares 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. As at December 31, 2019, the carrying value of the note was $258,736 and the fair value of the derivative liability was $351,774. (w) During the year ended December 31, 2019, a convertible promissory note with an outstanding principal balance of $137,500 was assigned to another unrelated party with no changes to the terms of the note upon assignment. Refer to Note 9 (m). The note is unsecured, bears interest at 12% per annum, is due on January 22, 2020 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. As at December 31, 2019, the carrying value of the note was $137,500 and the fair value of the derivative liability was $170,201. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Note 10 – DERIVATIVE LIABILITIES The Company records the fair value of the of the conversion feature 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. The following range of inputs and assumptions were used to value the derivative liabilities outstanding during the years ended December 31, 2019 and 2018, assuming no dividend yield: 2019 2018 Expected volatility 176 - 374 % 180 - 447 % Risk free interest rate 1.6 - 2.6 % 1.6 - 2.6 % Expected life (years) 0.25 - 2.0 0.1 - 1.0 A summary of the activity of the derivative liabilities is shown below: $ Balance, January 1, 2018 1,676,155 New issuances 1,517,657 Change in fair value (1,005,458 ) Balance, December 31, 2018 2,188,354 Balance, January 1, 2019 2,188,354 New issuances 939,919 Change in fair value (271,704 ) Balance, December 31, 2019 2,856,569 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 11 – LEASES The Company leases certain assets under lease agreements. The lease liability relates to leases for office and showroom spaces. Upon adoption of Topic 842, on January 1, 2019 the Company recognized a right-of-use asset of $51,203 and lease liability of $47,118 for its existing office operating lease on transition. The difference between the operating lease assets and lease liabilities is due to the reclassification of prepaid rent expense. During the year ended December 31, 2019, the Company entered into a lease for a showroom office space in Vacaville, California which commenced on December 1, 2019. In connection with this lease, the Company recognized a right-of use assets and a lease liability of $124,531. Right-of-use assets have been included within fixed assets, net, and lease liabilities have been included in operating lease liability on the Company’s consolidated balance sheet. Right-of-use assets December 31, 2019 Cost $ 178,202 Accumulated amortization (39,671 ) Net book value $ 138,531 Future minimum lease payments to be paid by the Company as a lessee for operating leases as of December 31, 2019 for the next three years are as follows: Operating lease commitments and lease liability December 31, 2019 2019 $ 63,397 2020 49,977 2021 47,904 Total future minimum lease payments 161,278 Discount (24,118 ) Total 137,160 Current portion of operating lease liabilities (62,935 ) Long-term portion of operating lease liabilities $ 74,225 Operating lease expense for the year ended December 31, 2019 was $44,875 and is recorded in general and administration expense. As of December 31, 2019, the Company’s leases had a weighted average remaining term of 2.64 years. |
Mezzanine Equity
Mezzanine Equity | 12 Months Ended |
Dec. 31, 2019 | |
MEZZANINE EQUITY | |
Mezzanine Equity | Note 12 – 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 Preferred Equity Transactions During the year ended December 31, 2019: ● The Company settled various accounts payable balances, debt and preferred shares in exchange for shares of common stock to be issued and warrants. Included in these settlements were 100,500 and 4,649,908 shares of Series D and Series E preferred shares, respectively, with an aggregate carrying value of $6,668,643. During the year ended December 31, 2018: ● On August 27, 2018, pursuant to a debt exchange agreement, the Company agreed to exchange all 4,229,384 issued and outstanding series A convertible preferred stock, as designated at the time, 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 13. As at December 31, 2018, these Series B and Series E preferred shares had not been issued. ● 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 had not been issued. ● 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 13. As at December 31, 2018, these Series B and Series E preferred shares had not been issued. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Preferred Stock | Note 13 – PREFERRED STOCK Authorized 3,000,000 shares of Series A preferred shares authorized, each having a par value of $0.001 per share. 10,000 shares of Series B convertible preferred shares authorized, each having a par value of $0.001 per share. Each share of Series B convertible preferred shares is convertible into 100,000 shares of common stock. 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. On October 29, 2019, the Company re-designated its Series A Preferred Stock. The Series A Preferred Stock shall be entitled to vote with the holders of the Company’s Common Stock as a class at the rate of 665 common share votes per share of Series A Preferred Stock. The Series A Preferred Stock shall be deemed cancelled five years following issuance, provided that the Board of Directors may, in its discretion, retire the Series A Preferred Stock at any time after two years following issuance, or defer the retirement of the Series A Preferred Stock for up to 10 years following issuance. Preferred Stock Transactions During the year ended December 31, 2019: ● The Company settled various accounts payable balances, debt and preferred shares in exchange for shares of common stock to be issued and warrants. Included in these settlements were 132 shares of Series B Preferred Stock with a carrying value of $4,872,732. ● On October 29, 2019, the Company issued an aggregate of 200,376 shares of Series A preferred shares at value of $200 to three directors of the Company. During the year ended December 31, 2018: ● The Company issued 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 12. As at December 31, 2018, these Series B and Series E preferred shares had not been issued. ● The Company 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 series A convertible preferred stock, as designated at the time, 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 12. As at December 31, 2018 and 2019, these Series B and Series E preferred shares had not been issued. |
Common Stock and Additional Pai
Common Stock and Additional Paid in Capital | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Common Stock and Additional Paid in Capital | Note 14 – COMMON STOCK AND ADDITIONAL PAID IN CAPITAL Authorized 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. Subsequently, on May 23, 2019, an increase in common shares to 150,000,000 was authorized, with a par value of $0.001. 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. Each share of common stock is entitled to one (1) vote. Common Stock Transactions During the year ended December 31, 2019: ● The Company issued an aggregate of 72,295 shares of common stock with a fair value of $63,437 in exchange for services. ● The Company issued an aggregate of 32,000 shares of common stock with a fair value of $37,760 as partial settlement for accounts payable, as outlined in Note 8. ● The Company issued an aggregate of 407,536 shares of common stock with a fair value of $506,468 upon the conversion of $180,642 of convertible debentures, accrued interest and accounts payable, as outlined in Note 9, per the table below: Date issued Common Fair value (1) Converted balance (2) Loss on conversion January 22, 2019 10,189 $ 28,527 $ 15,690 $ (12,837 ) March 11, 2019 18,606 37,211 12,280 (24,931 ) March 15, 2019 27,137 54,238 17,899 (36,339 ) June 17, 2019 45,216 58,781 31,651 (27,130 ) June 20, 2019 34,450 36,517 19,895 (16,622 ) July 17, 2019 37,900 33,352 5,628 (27,724 ) August 26, 2019 40,000 27,020 6,620 (20,400 ) September 18, 2019 39,500 49,376 8,255 (41,121 ) October 11, 2019 35,000 44,450 13,475 (30,975 ) November 13, 2019 47,500 77,899 18,810 (59,089 ) November 7, 2019 23,149 18,519 10,000 (8,519 ) December 19, 2019 48,889 40,578 22,000 (18,578 ) Total 407,536 $ 506,468 $ 182,203 $ (324,265 ) (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, accounts payable, financing fees and interest penalties converted upon the issuance of shares of common stock. During the year ended December 31, 2018: ● 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 Fair value (1) Converted balance (2) 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 31,862 15,576 (16,286 ) 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. Common stock to be issued Common stock to be issued as at December 31, 2019 consists of: ● Cash proceeds of $23,453 received for subscriptions of 38,135 shares of common stock; ● 1,540,000 shares of common stock to be issued with a value of $1,224,000, in exchange for services received; and ● 7,852,011 shares valued at $6,154,801 to be issued pursuant to settlement of various accounts payable balances, debt and preferred shares in exchange for shares of common stock to be issued and warrants. As at December 31, 2019, 9,430,146 shares of common stock remain to be issued with a value of $7,402,254, all of which were issued subsequent to year end. Warrants During the year ended December 31, 2019, the Company granted an aggregate of 296,583 warrants with a weighted average exercise price of $0.75 per warrant to lenders as part of financing transactions (Note 9(q), (s) and (t)). On December 31, 2019, the Company settled various accounts payable balances, debt and preferred shares in exchange for shares of common stock to be issued and 6,563,371 warrants. Warrants were valued at $5,075,436 using the Black Scholes Option Pricing Model with the assumptions outlined below. Expected life was determined based on historical exercise data of the Company. December 31, 2019 Risk-free interest rate 1.62 % Expected life 3.0 years Expected dividend rate 0 % Expected volatility 280 % Continuity of the Company’s common stock purchase warrants issued and outstanding is as follows: Warrants Weighted average exercise price Outstanding at year ended December 31, 2018 and 2017 - $ - Granted 6,859,954 0.77 Exercised - - Expired - - Outstanding at year December 31, 2019 6,859,954 $ 0.77 As at December 31, 2019, the weighted average remaining contractual life of warrants outstanding was 3.08 years with an intrinsic value of $108,246. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15 – RELATED PARTY TRANSACTIONS As at December 31, 2019, the Company owed $263,409 ($342,853 CDN) (2018 - $139,835 ($190,764 CDN)) to the President, CEO, and CFO of the Company for management fees and salaries, which is 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, 2019 the Company incurred $200,000 (2018 - $200,000) in salaries to the President, CEO, and CFO of the Company. As at December 31, 2019, the Company owed $7,260 ($9,450 CDN) (2018 - $12,791 ($17,450 CDN)) to a company controlled by the son of the President, CEO, and CFO of the Company for subcontractor services. The balance owing is 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, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 16 – COMMITMENTS 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 changed 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, 2019, the Company has reserved $Nil (2018 - $Nil) 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, 2019, the Company recorded a warranty recovery of $Nil (2018 – recovery of $89,037) for the write down of the warranty reserve. A tabular reconciliation of the Company’s aggregate product warranty liability for the years ended December 31, 2019 and 2018 is as follows: December 31, 2019 December 31, 2018 Opening balance $ - $ 165,523 Accruals for product warranties issued in the period - - Adjustments to liabilities for pre-existing warranties - (71,284 ) Write down warranty for change in policy - (94,239 ) Ending liability $ - $ - Indemnifications 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, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 17 – 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, 2019, included in trade and other payables is $40,227 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, 2019, 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. The Company is currently in the process of negotiating a settlement and no accrual has been recorded to date due to the uncertainty of the settlement amount. 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 but as at December 31, 2019, JSJ has negotiated a reduced amount with a private investor. As at December 31, 2019, the principal balance and accrued interest on this convertible note is included on the consolidated balance sheet under convertible notes payable. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 18 – INCOME TAX For the years ended December 31, 2019 and 2018, 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, 2019 and 2018: Component of Loss Before Income Tax December 31, 2019 December 31, 2018 Loss before income tax $ (3,078,120 ) $ (9,825,404 ) 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). As of December 31, 2019, the Company had aggregate net operating losses of $45,132,941 (2018 - $42,054,821) to offset future taxable income in the United States and the United Kingdom. The deferred tax assets at December 31, 2019 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, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 19 – SUPPLEMENTAL CASH FLOW INFORMATION Year Ended December 31, 2019 December 31, 2018 Cash paid during the period for: Income tax payments $ - $ - Interest payments $ 46,500 $ - Non-cash investing and financing transactions: Convertible debenture issued for financing fees $ 250,419 $ 15,000 Shares issued for convertible loans payable $ 506,468 $ 4,343,730 Preferred shares issued in exchange for mezzanine preferred $ - $ 1,751,740 Preferred shares issued in exchange for convertible debt and $ - $ 3,120,992 Mezzanine preferred shares issued in exchange for mezzanine $ - $ 4,121,741 Mezzanine preferred shares issued in exchange for convertible $ - $ 2,488,765 Preferred shares issued for accounts payable $ - $ 91,944 Accounts payable and debt settled for shares $ 65,377 $ - Accounts payable settled for shares to be issued and warrants $ 377,050 $ - Debt settled for shares to be issued $ 192,071 $ - Preferred shares exchanged for shares to be issued $ 11,541,375 $ - Initial recognition of lease assets $ 178,202 $ - Initial recognition of lease liabilities $ 171,648 $ - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20 – SUBSEQUENT EVENTS Management has evaluated events subsequent to the year ended for transactions and other events that may require adjustment of and/or disclosure in such consolidated financial statements. The recent outbreak of the coronavirus, also known as “COVID-19”, has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the coronavirus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures may have an adverse impact on global economic conditions as well as on the Company’s business activities. The extent to which the coronavirus may impact the Company’s business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in Canada and other countries to contain and treat the disease. These events are highly uncertain and as such, the Company cannot determine their financial impact at this time. On February 10, 2020 the Company issued a convertible promissory note in the principal amount of $119,600. The note is unsecured, bears interest at 8% per annum, is due on February 10, 2021 and is convertible into common shares at a conversion price equal to 80% multiplied by the average of the lowest two closing bid prices for the Common Stock during the fifteen trading day period ending on the latest complete trading day before conversion. Deferred financing fees and original issuance discount on the note were $22,135. On March 2, 2020 the Company issued a convertible promissory note in the principal amount of $60,950. The note is unsecured, bears interest at 8% per annum, is due on March 2, 2021 and is convertible into common shares at a conversion price equal to 80% multiplied by the average of the lowest two closing bid prices for the Common Stock during the fifteen trading day period ending on the latest complete trading day before conversion. Deferred financing fees and original issuance discount on the note were $10,950. On April 15, 2020 the Company issued a convertible promissory note in the principal amount of $60,950. The note is unsecured, bears interest at 8% per annum, is due on April 15, 2021 and is convertible into common shares at a conversion price equal to 80% multiplied by the average of the lowest two closing bid prices for the Common Stock during the fifteen trading day period ending on the latest complete trading day before conversion. Deferred financing fees and original issuance discount on the note were $10,950. On May 14, 2020, the Company entered into a working capital loan arrangement for $30,817 (CDN$43,253) with terms yet to be finalized. Subsequent to December 31, 2019, the Company issued: ● 320,000 shares of common stock for services provided by consultants; ● 612,244 shares of common stock for settlement of share-settled loans payable; ● 2,021,222 shares of common stock for conversion of debt and outstanding interest; ● 9,430,146 shares of common stock to satisfy shares to be issued at December 31, 2019; ● 191,865 shares of common stock for cash; and ● 2,829,859 warrants with a contractual live of five years and exercise price of $0.25 per share in exchange for strategic advisory services. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 VTS and its wholly owned subsidiary DSG UK, collectively referred to as the “Company”. All 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 revenue recognition, the collectability of accounts receivable, valuation of inventory, useful lives and recoverability of long-lived assets, fair value derivative liabilities, the Company’s incremental borrowing rate, leases 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 date the financial statements are issued. The Company is aware that material uncertainties related to events or conditions may cast substantial 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 VTS is the Canadian dollar. The functional currency of DSG UK is the British pound. 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 VTS 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, Financial Account Standards Board (“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 accrues for warranty costs, sales returns and other allowances based on its historical experience. During the years ended December 31, 2019 and 2018, the Company did not provide a warranty for any of its products sold during those periods. The warranty reserve was $Nil as at December 31, 2019 and 2018. |
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. As of December 31, 2019, and 2018, the Company did not have any amounts recorded pertaining to uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. The Company did not incur any penalties or interest during the years ended December 31, 2019 and 2018. On December 22, 2017 the U.S. enacted the Tax Cuts and Jobs Act (“the Tax Act”) which significantly changed U.S. tax law. The Tax Act lowered the Company’s statutory federal income tax rate from a maximum of 39% to a rate of 21% effective January 1, 2018. The Company has deferred tax losses and assets and they were adjusted as a result of the change in tax law reducing the federal income tax rate. The Company’s tax years 2014 and forward remain open. |
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, 2019 and 2018, 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. At December 31, 2019 and 2018, the Company did not hold any cash equivalents. |
Accounts Receivable | Accounts Receivable All accounts receivable under standard terms 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. |
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, 2019 and 2018 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, 2019 and 2018, no financing receivables are outstanding. |
Advertising Costs | Advertising Costs The Company expenses all advertising costs as incurred. Advertising and marketing costs were $73,281 and $404,391 for the years ended December 31, 2019 and 2018, 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. |
Fixed Assets and Equipment on Lease | Fixed Assets and Equipment on Lease Fixed assets and equipment on lease are stated at cost less accumulated depreciation. Fixed assets and equipment on lease are 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 20 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 The Company analyzes all financial instruments with features of both liabilities and equity under ASC Topic 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging 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 of cash, trade receivables, trade and other payables, operating lease liabilities, convertible note payable to related party, loans payable, derivative liabilities and convertible notes payable. Except for cash and derivative liabilities, the Company’s financial instruments’ carrying amounts, excluding any unamortized discounts, approximate their fair values due to their short term to maturity. The fair value of long-term operating lease liabilities approximates their carrying value due to minimal changes in interest rates and the Company’s credit risk since initial recognition. Cash and derivative liabilities are measured and recognized at fair value based on level 1 and level 2 inputs, respectively, for all periods presented. |
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, 2019, the Company had 13,287,548 (2018 – 35,173,897) 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. During the years ended December 31, 2019 and 2018 there was no stock-based compensation. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating and financing right-of-use assets and lease liabilities are included within fixed assets on the consolidated balance sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate, based on the information available at the commencement date, in determining the present value of future lease payments. Right-of-use assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Operating lease expenses are recognized on a straight-line basis over the term of the lease, consisting of interest accrued on the lease liability and depreciation of the right-of-use asset. The lease terms may include options to extend or terminate the lease if it is reasonably certain the Company will exercise that option. |
Reclassification | Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board, or FASB, established Topic 842, Leases, by issuing Accounting Standards Update (“ASU”) No. 2016-02, which requires lessors to classify leases as a sales-type, direct financing, or operating lease and requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The Company adopted the new standard effective January 1, 2019 and elected to use the modified retrospective for transition. The Company elected the following practical expedients: ● Transition method practical expedient – permits the Company to use the effective date as the date of initial application. Upon adoption, the Company did not have a cumulative-effect adjustment to the opening balance of retained earnings. Financial information and disclosures for periods before January 1, 2019 were not updated. ● Package of practical expedients – permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs. This allowed the Company to continue classifying its leases at transition in substantially the same manner. ● Single component practical expedient – permits the Company to not separate lease and non-lease components of leases. Upon transition, rental income, expense reimbursement, and other were aggregated into a single line within rental and other revenues on the condensed consolidated statement of operations. ● Short-term lease practical expedient – permits the Company not to recognize leases with a term equal to or less than 12 months. Lessee Accounting The new standard requires lessees to recognize a right-of-use asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating at inception, with classification affecting the pattern and recording of expenses in the statement of operations. Upon transition the Company recognized lease assets and lease liabilities principally for its office lease. When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted average incremental borrowing rate applied was 11.98%. Refer to Notes 5 and 11. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Applicable for fiscal years beginning after December 15, 2019: In June 2016, FASB issued ASU 2016-13, Measurement of Credit Loss on financial Instruments The Company is currently evaluating the impact of the above standard on its consolidated financial statements. Other recent accounting pronouncements issued by 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 |
Trade Receivables (Tables)
Trade Receivables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Schedule of Trade Receivables | As of December 31, 2019 and 2018, trade receivables consists of the following: December 31, 2019 December 31, 2018 Accounts receivables $ 82,927 $ 184,214 Allowance for doubtful accounts (8,134 ) (44,814 ) Total trade receivables, net $ 74,793 $ 139,400 |
Fixed Assets and Equipment on_2
Fixed Assets and Equipment on Lease (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | As of December 31, 2019 and 2018, fixed assets consisted of the following: December 31, 2019 December 31, 2018 Furniture and equipment $ - $ 20,509 Computer equipment 27,025 28,460 Right-of-use assets 178,202 - Accumulated depreciation (65,404 ) (48,100 ) $ 139,823 $ 869 |
Schedule of Equipment on Lease | As of December 31, 2019 and 2018, equipment on lease consisted of the following: December 31, 2019 December 31, 2018 Tags $ 126,817 $ 120,998 Text 28,029 26,743 Infinity/Touch 23,218 22,152 Accumulated depreciation (176,607 ) (166,577 ) $ 1,457 $ 3,316 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of December 31, 2019 and 2018, intangible assets consisted of the following: December 31, 2019 December 31, 2018 Intangible asset - Patents $ 22,353 $ 22,353 Accumulated amortization (8,292 ) (7,064 ) $ 14,061 $ 15,289 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Trade and Other Payables | As of December 31, 2019, and 2018, trade and other payables consist of the following: December 31, 2019 December 31, 2018 Accounts payable and accrued expenses $ 1,334,685 $ 1,224,507 Accrued interest 992,755 686,354 Other liabilities 17,893 (13,331 ) Total trade and other payables $ 2,345,333 $ 1,897,530 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | As of December 31, 2019 and 2018, loans payable consisted of the following: December 31, 2019 December 31, 2018 Unsecured, due on demand, interest at 15% per annum (a) $ - $ 183,258 Unsecured, due on demand, interest at 36% per annum (b) - 44,830 Unsecured, loan payable, due on demand, interest at 18% per annum 317,500 317,500 Unsecured, loan payable, due on demand, interest 10% per annum, with a minimum interest amount of $25,000 250,000 250,000 Unsecured share-settled debt, due on May 7, 2019, non-interest bearing (c) 214,286 - Unsecured loan payable in the amount of CDN$10,000, due on demand, non-interest bearing 7,683 - $ 789,469 $ 795,588 (a) On December 31, 2019, the outstanding loan payable in the principal amount of $192,071 (CDN$250,000) and accrued interest of $149,183 (CDN$194,177), along with accounts payable due to the same lender of $7,683 (CDN$10,000), were settled in exchange for 673,077 shares of common stock to be issued. The shares of common stock had a fair value of $528,365 based on their closing price on the date of settlement, resulting in a loss on settlement of $179,428. (b) On October 24, 2019, the outstanding loan payable in the principal amount of $46,986 (CDN$61,158) and accrued interest of $18,390 (CDN$23,936) were settled in exchange for 117,178 shares of common stock. The shares of common stock had a fair value of $138,270 based on their closing price on the date of settlement, resulting in a loss on settlement of $72,894. As of December 31, 2019, 32,000 shares of common stock were issued, and 85,178 shares of common stock remain to be issued. The remaining 85,178 shares of common stock were issued subsequent to year-end on February 5, 2020. (c) On March 8, 2019, the Company entered into a convertible bridge loan agreement (the “Share-Settled Loan”). The Share-Settled Loan bears interest at 4.99% per month, was due in 60 days on May 7, 2019 and is convertible into restricted common shares of the Company at the lender’s option at the market price per share less a 30% discount to market. The Company has accounted the Share-Settled Loan as share-settled debt. It is initially recognized at its fair value and accreted to its share-settled redemption value of $214,286 over the term of the debt. At December 31, 2019, the carrying value consists of principal of $150,000 and accumulated accretion of $64,286. The Share-Settled Loan was not repaid on May 7, 2019 and is in default. Effective September 1, 2019, interest was reduced to 2% per month and effective December 1, 2019, the loan became non-interest bearing. |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Assumptions Used Derivative Liabilities | The following range of inputs and assumptions were used to value the derivative liabilities outstanding during the years ended December 31, 2019 and 2018, assuming no dividend yield: 2019 2018 Expected volatility 176 - 374 % 180 - 447 % Risk free interest rate 1.6 - 2.6 % 1.6 - 2.6 % Expected life (years) 0.25 - 2.0 0.1 - 1.0 |
Schedule of Derivative Liabilities Activity | A summary of the activity of the derivative liabilities is shown below: $ Balance, January 1, 2018 1,676,155 New issuances 1,517,657 Change in fair value (1,005,458 ) Balance, December 31, 2018 2,188,354 Balance, January 1, 2019 2,188,354 New issuances 939,919 Change in fair value (271,704 ) Balance, December 31, 2019 2,856,569 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Interim Condensed Consolidated Balance Sheet for Lease | Right-of-use assets December 31, 2019 Cost $ 178,202 Accumulated amortization (39,671 ) Net book value $ 138,531 |
Schedule of Future Minimum Lease Payment for Lessee | Future minimum lease payments to be paid by the Company as a lessee for operating leases as of December 31, 2019 for the next three years are as follows: Operating lease commitments and lease liability December 31, 2019 2019 $ 63,397 2020 49,977 2021 47,904 Total future minimum lease payments 161,278 Discount (24,118 ) Total 137,160 Current portion of operating lease liabilities (62,935 ) Long-term portion of operating lease liabilities $ 74,225 |
Common Stock and Additional P_2
Common Stock and Additional Paid in Capital (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Common Stock Conversion into Debt | Date issued Common Fair value (1) Converted balance (2) Loss on conversion January 22, 2019 10,189 $ 28,527 $ 15,690 $ (12,837 ) March 11, 2019 18,606 37,211 12,280 (24,931 ) March 15, 2019 27,137 54,238 17,899 (36,339 ) June 17, 2019 45,216 58,781 31,651 (27,130 ) June 20, 2019 34,450 36,517 19,895 (16,622 ) July 17, 2019 37,900 33,352 5,628 (27,724 ) August 26, 2019 40,000 27,020 6,620 (20,400 ) September 18, 2019 39,500 49,376 8,255 (41,121 ) October 11, 2019 35,000 44,450 13,475 (30,975 ) November 13, 2019 47,500 77,899 18,810 (59,089 ) November 7, 2019 23,149 18,519 10,000 (8,519 ) December 19, 2019 48,889 40,578 22,000 (18,578 ) Total 407,536 $ 506,468 $ 182,203 $ (324,265 ) (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, accounts payable, financing fees and interest penalties converted upon the issuance of shares of common stock. Date issued Common Fair value (1) Converted balance (2) 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 31,862 15,576 (16,286 ) 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. |
Schedule of Warrants Assumptions | Expected life was determined based on historical exercise data of the Company. December 31, 2019 Risk-free interest rate 1.62 % Expected life 3.0 years Expected dividend rate 0 % Expected volatility 280 % |
Schedule of Warrants Outstanding | Continuity of the Company’s common stock purchase warrants issued and outstanding is as follows: Warrants Weighted average exercise price Outstanding at year ended December 31, 2018 and 2017 - $ - Granted 6,859,954 0.77 Exercised - - Expired - - Outstanding at year December 31, 2019 6,859,954 $ 0.77 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Product Warranty Liability | A tabular reconciliation of the Company’s aggregate product warranty liability for the years ended December 31, 2019 and 2018 is as follows: December 31, 2019 December 31, 2018 Opening balance $ - $ 165,523 Accruals for product warranties issued in the period - - Adjustments to liabilities for pre-existing warranties - (71,284 ) Write down warranty for change in policy - (94,239 ) Ending liability $ - $ - |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Component of Loss Before Income Tax and Non-Controlling Interest | Component of Loss Before Income Tax December 31, 2019 December 31, 2018 Loss before income tax $ (3,078,120 ) $ (9,825,404 ) Income tax $ - $ - Effective tax rate 21.0 % 21.0 % |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Year Ended December 31, 2019 December 31, 2018 Cash paid during the period for: Income tax payments $ - $ - Interest payments $ 46,500 $ - Non-cash investing and financing transactions: Convertible debenture issued for financing fees $ 250,419 $ 15,000 Shares issued for convertible loans payable $ 506,468 $ 4,343,730 Preferred shares issued in exchange for mezzanine preferred $ - $ 1,751,740 Preferred shares issued in exchange for convertible debt and $ - $ 3,120,992 Mezzanine preferred shares issued in exchange for mezzanine $ - $ 4,121,741 Mezzanine preferred shares issued in exchange for convertible $ - $ 2,488,765 Preferred shares issued for accounts payable $ - $ 91,944 Accounts payable and debt settled for shares $ 65,377 $ - Accounts payable settled for shares to be issued and warrants $ 377,050 $ - Debt settled for shares to be issued $ 192,071 $ - Preferred shares exchanged for shares to be issued $ 11,541,375 $ - Initial recognition of lease assets $ 178,202 $ - Initial recognition of lease liabilities $ 171,648 $ - |
Organization (Details Narrative
Organization (Details Narrative) - $ / shares | Mar. 26, 2019 | Dec. 31, 2019 | May 23, 2019 | Mar. 25, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
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, shares authorized | 750,000 | 150,000,000 | 150,000,000 | 3,000,000,000 | 750,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 8,376,433 | |
Accumulated deficit | (45,132,941) | $ (42,054,821) |
Net loss | (3,078,120) | (9,825,404) |
Cash flows for operating activities | $ (848,777) | $ (1,421,237) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2019USD ($)Integershares | Dec. 31, 2018USD ($)shares | Jan. 02, 2019 | |
Accounting Policies [Abstract] | |||
Number of reportable segments | Integer | 1 | ||
Warranty reserve | |||
Cash equivalents | |||
Statutory federal income tax rate | 21.00% | 21.00% | |
Federal income tax description | On December 22, 2017 the U.S. enacted the Tax Cuts and Jobs Act ("the Tax Act") which significantly changed U.S. tax law. The Tax Act lowered the Company's statutory federal income tax rate from a maximum of 39% to a rate of 21% effective January 1, 2018. | ||
Advertising costs | $ 73,281 | $ 404,391 | |
Useful lives finite-lived intangible assets | 20 years | ||
Potentially dilutive shares outstanding | shares | 13,287,548 | 35,173,897 | |
Weighted-average incremental borrowing rate | 11.98% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
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 |
Trade Receivables - Schedule of
Trade Receivables - Schedule of Trade Receivables (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Accounts receivables | $ 82,927 | $ 184,214 |
Allowance for doubtful accounts | (8,134) | (44,814) |
Total trade receivables, net | $ 74,793 | $ 139,400 |
Fixed Assets and Equipment on_3
Fixed Assets and Equipment on Lease (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense for fixed assets and leased equipment | $ 2,990 | $ 12,443 |
Depreciation for right-of-use assets | $ 39,671 |
Fixed Assets and Equipment on_4
Fixed Assets and Equipment on Lease - Schedule of Fixed Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accumulated depreciation | $ (65,404) | $ (48,100) |
Fixed assets, net | 139,823 | 869 |
Furniture and Equipment [Member] | ||
Fixed assets, gross | 20,509 | |
Computer Equipment [Member] | ||
Fixed assets, gross | 27,025 | 28,460 |
Right-of-Use Assets [Member] | ||
Fixed assets, gross | $ 178,202 |
Fixed Assets and Equipment on_5
Fixed Assets and Equipment on Lease - Schedule of Equipment on Lease (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Summary Of Significant Accounting Policies [Line Items] | ||
Accumulated depreciation | $ (176,607) | $ (166,577) |
Equipment on lease, net | 1,457 | 3,316 |
Tags [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Equipment on lease, gross | 126,817 | 120,998 |
Text [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Equipment on lease, gross | 28,029 | 26,743 |
Infinity/Touch [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Equipment on lease, gross | $ 23,218 | $ 22,152 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patent estimated useful life | 20 years | |
Amortization method | Straight-line basis | |
Amortization expense | $ 1,228 | $ 1,206 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible asset - Patents | $ 22,353 | $ 22,353 |
Accumulated amortization | (8,292) | (7,064) |
Intangible assets, net | $ 14,061 | $ 15,289 |
Trade and Other Payables - Sche
Trade and Other Payables - Schedule of Trade and Other Payables (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 1,334,685 | $ 1,224,507 |
Accrued interest | 992,755 | 686,354 |
Other liabilities | 17,893 | (13,331) |
Total trade and other payables | $ 2,345,333 | $ 1,897,530 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Line of Credit Facility [Line Items] | |||
Loans Payable Current | $ 789,469 | $ 795,588 | |
Loans Payable [Member] | |||
Line of Credit Facility [Line Items] | |||
Loans Payable Current | [1] | 183,258 | |
Loans Payable One [Member] | |||
Line of Credit Facility [Line Items] | |||
Loans Payable Current | [2] | 44,830 | |
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 | 250,000 | 250,000 | |
Loans Payable Four [Member] | |||
Line of Credit Facility [Line Items] | |||
Loans Payable Current | [3] | 214,286 | |
Loans Payable Five [Member] | |||
Line of Credit Facility [Line Items] | |||
Loans Payable Current | $ 7,683 | ||
[1] | On December 31, 2019, the outstanding loan payable in the principal amount of $192,071 (CDN$250,000) and accrued interest of $149,183 (CDN$194,177), along with accounts payable due to the same lender of $7,683 (CDN$10,000), were settled in exchange for 673,077 shares of common stock to be issued. The shares of common stock had a fair value of $528,365 based on their closing price on the date of settlement, resulting in a loss on settlement of $179,428. | ||
[2] | On October 24, 2019, the outstanding loan payable in the principal amount of $46,986 (CDN$61,158) and accrued interest of $18,390 (CDN$23,936) were settled in exchange for 117,178 shares of common stock. The shares of common stock had a fair value of $138,270 based on their closing price on the date of settlement, resulting in a loss on settlement of $72,894. As of December 31, 2019, 32,000 shares of common stock were issued, and 85,178 shares of common stock remain to be issued. The remaining 85,178 shares of common stock were issued subsequent to year-end on February 5, 2020. | ||
[3] | On March 8, 2019, the Company entered into a convertible bridge loan agreement (the "Share-Settled Loan"). The Share-Settled Loan bears interest at 4.99% per month, was due in 60 days on May 7, 2019 and is convertible into restricted common shares of the Company at the lender's option at the market price per share less a 30% discount to market. The Company has accounted the Share-Settled Loan as share-settled debt. It is initially recognized at its fair value and accreted to its share-settled redemption value of $214,286 over the term of the debt. At December 31, 2019, the carrying value consists of principal of $150,000 and accumulated accretion of $64,286. The Share-Settled Loan was not repaid on May 7, 2019 and is in default. Effective September 1, 2019, interest was reduced to 2% per month and effective December 1, 2019, the loan became non-interest bearing. |
Loans Payable - Schedule of L_2
Loans Payable - Schedule of Loans Payable (Details) (Parenthetical) | May 14, 2020shares | Feb. 05, 2020shares | Oct. 24, 2019USD ($)shares | Mar. 08, 2019USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2019CAD ($) | Oct. 24, 2019CAD ($) |
Line of Credit Facility [Line Items] | ||||||||
Accrued interest | $ 992,755 | $ 686,354 | ||||||
Loss on settlement of debt | 659,999 | $ (6,889,665) | ||||||
Convertible Bridge Loan Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest per annum | 4.99% | |||||||
Debt due date | May 7, 2019 | |||||||
Loan payable principal amount | 150,000 | |||||||
Debt discount rate | 30.00% | |||||||
Share-settled redemption value of debt | $ 214,286 | |||||||
Accumulated accretion | $ 64,286 | |||||||
Subsequent Event [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Common stock issued for debt conversion | shares | 612,244 | |||||||
Loans Payable Two [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest per annum | 18.00% | 18.00% | 18.00% | |||||
Loans Payable Three [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest per annum | 10.00% | 10.00% | 10.00% | |||||
Minimum interest amount | $ 25,000 | $ 25,000 | ||||||
Loans Payable Four [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest per annum | 4.99% | 4.99% | ||||||
Debt due date | May 7, 2019 | |||||||
Loans Payable Five [Member] | CAD [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Unsecured loan payable | $ 10,000 | |||||||
Loans Payable [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest per annum | 15.00% | |||||||
Loan payable principal amount | $ 192,071 | |||||||
Accrued interest | 149,183 | |||||||
Accounts payable | $ 7,683 | |||||||
Common stock issued for debt conversion | shares | 673,077 | |||||||
Common stock issued for debt conversion, value | $ 528,365 | |||||||
Loss on settlement of debt | $ 179,428 | |||||||
Loans Payable [Member] | CAD [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loan payable principal amount | 250,000 | |||||||
Accrued interest | 194,177 | |||||||
Accounts payable | $ 10,000 | |||||||
Loans Payable One [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest per annum | 36.00% | |||||||
Loan payable principal amount | $ 46,986 | |||||||
Accrued interest | $ 18,390 | |||||||
Common stock issued for debt conversion | shares | 117,178 | 32,000 | ||||||
Common stock issued for debt conversion, value | $ 138,270 | |||||||
Loss on settlement of debt | $ 72,894 | |||||||
Loans Payable One [Member] | Subsequent Event [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Common stock issued for debt conversion | shares | 85,178 | |||||||
Loans Payable One [Member] | CAD [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loan payable principal amount | $ 61,158 | |||||||
Accrued interest | $ 23,936 |
Convertible Loans (Details Narr
Convertible Loans (Details Narrative) - USD ($) | Oct. 02, 2019 | Sep. 19, 2019 | Sep. 04, 2019 | Jul. 30, 2019 | May 07, 2019 | Jan. 22, 2019 | Aug. 31, 2018 | Jul. 16, 2018 | Jun. 18, 2018 | May 28, 2018 | May 08, 2018 | May 03, 2018 | Mar. 19, 2018 | Jul. 17, 2017 | Jun. 05, 2017 | May 24, 2017 | May 08, 2017 | Nov. 10, 2016 | Aug. 31, 2018 | Jan. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 24, 2019 | Jul. 24, 2019 | Jun. 24, 2019 | May 22, 2019 | Apr. 26, 2019 | May 25, 2017 | May 07, 2017 | Aug. 25, 2015 | Mar. 31, 2015 |
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from note payable | $ 846,538 | $ 1,292,000 | |||||||||||||||||||||||||||||
Debt conversion amount | 180,642 | ||||||||||||||||||||||||||||||
(Gain) loss on extinguishment of debt | 659,999 | (6,889,665) | |||||||||||||||||||||||||||||
Accrued interest | $ 992,755 | 686,354 | |||||||||||||||||||||||||||||
Warrant exercise price per share | $ 0.75 | ||||||||||||||||||||||||||||||
Convertible Note [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 57,000 | ||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 72,500 | $ 72,500 | $ 72,500 | ||||||||||||||||||||||||||||
Number of common shares issued for conversion | 53 | 25 | |||||||||||||||||||||||||||||
Debt conversion amount | $ 10,500 | $ 5,000 | |||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 135,000 | $ 110,000 | |||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||
Debt conversion price per share | $ 244 | ||||||||||||||||||||||||||||||
Debt instrument, description | (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 | |||||||||||||||||||||||||||||
Debt maturity date | Jul. 17, 2018 | Dec. 5, 2017 | |||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | 55.00% | |||||||||||||||||||||||||||||
Deferred financing fees | $ 16,500 | $ 7,000 | |||||||||||||||||||||||||||||
Debt discount | $ 118,500 | $ 103,000 | |||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | 35,000 | ||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 9,487 | $ 9,487 | |||||||||||||||||||||||||||||
Number of common shares issued for conversion | 51,749 | ||||||||||||||||||||||||||||||
Debt conversion amount | $ 524,487 | ||||||||||||||||||||||||||||||
(Gain) loss on extinguishment of debt | 452,039 | ||||||||||||||||||||||||||||||
Deferred financing fees | 37,448 | ||||||||||||||||||||||||||||||
Convertible Promissory Note Two [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | 53,530 | ||||||||||||||||||||||||||||||
Convertible debt agreement value | 81,470 | $ 81,470 | |||||||||||||||||||||||||||||
Number of common shares issued for conversion | 25,000 | ||||||||||||||||||||||||||||||
Debt conversion amount | $ 227,222 | ||||||||||||||||||||||||||||||
(Gain) loss on extinguishment of debt | 173,692 | ||||||||||||||||||||||||||||||
Fair value of derivative liability | 111,990 | 121,485 | |||||||||||||||||||||||||||||
Debt discount | 64,282 | ||||||||||||||||||||||||||||||
Convertible Promissory Note Three [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 900,000 | ||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | ||||||||||||||||||||||||||||||
Debt principal payments | $ 5,562 | ||||||||||||||||||||||||||||||
Debt instrument periodic payment per week | 27,812 | ||||||||||||||||||||||||||||||
Convertible Promissory Note Three [Member] | First Tranche [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 300,000 | $ 300,000 | $ 300,000 | ||||||||||||||||||||||||||||
Proceeds from note payable | 270,000 | ||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 13,886 | ||||||||||||||||||||||||||||||
Debt conversion amount | $ 144,417 | ||||||||||||||||||||||||||||||
(Gain) loss on extinguishment of debt | 129,417 | ||||||||||||||||||||||||||||||
Fair value of derivative liability | |||||||||||||||||||||||||||||||
Debt discount | 30,000 | 300,000 | |||||||||||||||||||||||||||||
Derivative liability | 270,000 | ||||||||||||||||||||||||||||||
Accrued interest | 15,978 | 15,978 | |||||||||||||||||||||||||||||
Legal fees | 15,000 | ||||||||||||||||||||||||||||||
Convertible Promissory Note Three [Member] | Second Tranche [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | 166,667 | 166,667 | $ 166,667 | $ 166,667 | |||||||||||||||||||||||||||
Proceeds from convertible debt | 146,500 | ||||||||||||||||||||||||||||||
Fair value of derivative liability | 229,951 | ||||||||||||||||||||||||||||||
Debt discount | 16,667 | 166,667 | |||||||||||||||||||||||||||||
Derivative liability | 150,000 | ||||||||||||||||||||||||||||||
Accrued interest | 3,567 | 3,567 | |||||||||||||||||||||||||||||
Legal fees | $ 3,500 | ||||||||||||||||||||||||||||||
Convertible Promissory Note Three [Member] | Third Tranche [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 198,333 | 181,087 | $ 120,489 | $ 77,844 | |||||||||||||||||||||||||||
Proceeds from convertible debt | 125,000 | ||||||||||||||||||||||||||||||
Fair value of derivative liability | 231,250 | ||||||||||||||||||||||||||||||
Debt discount | 19,833 | 17,246 | 181,087 | ||||||||||||||||||||||||||||
Derivative liability | 125,000 | ||||||||||||||||||||||||||||||
Accrued interest | 42,656 | ||||||||||||||||||||||||||||||
Legal fees | $ 53,500 | ||||||||||||||||||||||||||||||
Convertible Promissory Note Four [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 15,000 | 10,000 | |||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.20 | ||||||||||||||||||||||||||||||
Convertible debt agreement value | 5,000 | $ 5,000 | |||||||||||||||||||||||||||||
Number of common shares issued for conversion | 1,558 | ||||||||||||||||||||||||||||||
Debt conversion amount | $ 19,937 | ||||||||||||||||||||||||||||||
(Gain) loss on extinguishment of debt | 9,937 | ||||||||||||||||||||||||||||||
Fair value of derivative liability | 2,601 | 2,714 | |||||||||||||||||||||||||||||
Debt maturity date | Aug. 16, 2018 | ||||||||||||||||||||||||||||||
Lowest trading price, percentage | 75.00% | ||||||||||||||||||||||||||||||
Convertible Promissory Note Five [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 51,500 | ||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||
Convertible debt agreement value | 51,500 | 44,223 | |||||||||||||||||||||||||||||
Fair value of derivative liability | 48,918 | 44,543 | |||||||||||||||||||||||||||||
Debt maturity date | Feb. 8, 2019 | ||||||||||||||||||||||||||||||
Lowest trading price, percentage | 32.00% | ||||||||||||||||||||||||||||||
Debt discount | 7,277 | 44,223 | |||||||||||||||||||||||||||||
Convertible Promissory Note Six [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 180,000 | ||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||
Convertible debt agreement value | 180,000 | 141,522 | |||||||||||||||||||||||||||||
Fair value of derivative liability | 169,234 | 165,742 | |||||||||||||||||||||||||||||
Debt maturity date | Feb. 28, 2019 | ||||||||||||||||||||||||||||||
Lowest trading price, percentage | 32.00% | ||||||||||||||||||||||||||||||
Debt discount | 38,478 | 141,522 | |||||||||||||||||||||||||||||
Convertible Promissory Note Seven [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 168,721 | 63,012 | 66,672 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 39,037 | $ 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 is accrued will be and payable at the time of promissory note repayment. | ||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 234,350 | 43,750 | |||||||||||||||||||||||||||||
Debt conversion amount | $ 268,614 | $ 185,200 | |||||||||||||||||||||||||||||
(Gain) loss on extinguishment of debt | 195,931 | 112,875 | |||||||||||||||||||||||||||||
Fair value of derivative liability | 21,869 | 53,896 | |||||||||||||||||||||||||||||
Debt maturity date | Aug. 2, 2018 | ||||||||||||||||||||||||||||||
Debt discount | 162,500 | ||||||||||||||||||||||||||||||
Derivative liability | $ 25,824 | ||||||||||||||||||||||||||||||
Accrued interest | 9,671 | 5,653 | |||||||||||||||||||||||||||||
Convertible Promissory Note Eight [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 226,000 | $ 226,000 | |||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||
Convertible debt agreement value | 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 | $ 200,000 | 305,890 | ||||||||||||||||||||||||||||
Debt maturity date | Aug. 31, 2019 | ||||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | ||||||||||||||||||||||||||||||
Deferred financing fees | $ 26,000 | 26,000 | |||||||||||||||||||||||||||||
Debt discount | 150,460 | 75,540 | |||||||||||||||||||||||||||||
Convertible Promissory Note Nine [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | 42,000 | ||||||||||||||||||||||||||||||
Convertible debt agreement value | 315,978 | ||||||||||||||||||||||||||||||
Number of common shares issued for conversion | 55,932 | ||||||||||||||||||||||||||||||
Debt conversion amount | $ 119,981 | ||||||||||||||||||||||||||||||
(Gain) loss on extinguishment of debt | 74,112 | ||||||||||||||||||||||||||||||
Fair value of derivative liability | 426,173 | ||||||||||||||||||||||||||||||
Accrued interest | 3,869 | ||||||||||||||||||||||||||||||
Convertible Promissory Note Nine [Member] | First Tranche [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 315,978 | $ 315,978 | |||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||
Debt maturity date | Sep. 19, 2018 | ||||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | ||||||||||||||||||||||||||||||
Convertible Promissory Note Ten [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 137,500 | ||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||
Convertible debt agreement value | |||||||||||||||||||||||||||||||
Fair value of derivative liability | |||||||||||||||||||||||||||||||
Debt maturity date | Jan. 22, 2020 | ||||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | ||||||||||||||||||||||||||||||
Deferred financing fees | $ 12,500 | ||||||||||||||||||||||||||||||
Debt discount | $ 125,000 | 137,500 | |||||||||||||||||||||||||||||
Convertible Promissory Note Eleven [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 900,000 | 375,804 | |||||||||||||||||||||||||||||
Convertible debt agreement value | 413,590 | $ 122,866 | $ 120,490 | $ 85,838 | $ 84,396 | ||||||||||||||||||||||||||
Fair value of derivative liability | 181,870 | ||||||||||||||||||||||||||||||
Debt discount | |||||||||||||||||||||||||||||||
Accrued interest | 37,786 | ||||||||||||||||||||||||||||||
Convertible Promissory Note Twelve [Member] | Four Tranche [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||
Convertible debt agreement value | 124,695 | ||||||||||||||||||||||||||||||
Proceeds from note payable | $ 250,420 | ||||||||||||||||||||||||||||||
Lowest trading price, percentage | 62.00% | ||||||||||||||||||||||||||||||
Deferred financing fees | $ 26,765 | ||||||||||||||||||||||||||||||
Debt discount | $ 250,420 | 124,695 | |||||||||||||||||||||||||||||
Derivative liability | 323,514 | ||||||||||||||||||||||||||||||
Convertible Promissory Note Thirteen [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 220,000 | 92,219 | |||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||
Debt instrument, description | Conversion price equal to the lesser of (i) 60% of the lowest trading price during the previous twenty trading days prior to the issuance date, or (ii) the lowest trading price for the Common Stock during the twenty day period ending one trading day prior to conversion of the note. | ||||||||||||||||||||||||||||||
Fair value of derivative liability | 284,734 | ||||||||||||||||||||||||||||||
Debt maturity date | Jul. 30, 2020 | ||||||||||||||||||||||||||||||
Lowest trading price, percentage | 60.00% | ||||||||||||||||||||||||||||||
Deferred financing fees | $ 23,500 | ||||||||||||||||||||||||||||||
Debt discount | 92,219 | ||||||||||||||||||||||||||||||
Derivative liability | $ 196,500 | ||||||||||||||||||||||||||||||
Convertible Promissory Note Fourteen [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 137,500 | ||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.50 | ||||||||||||||||||||||||||||||
Convertible debt agreement value | 43,322 | ||||||||||||||||||||||||||||||
Fair value of derivative liability | 173,596 | ||||||||||||||||||||||||||||||
Debt maturity date | Jun. 3, 2020 | ||||||||||||||||||||||||||||||
Lowest trading price, percentage | 60.00% | ||||||||||||||||||||||||||||||
Deferred financing fees | $ 16,000 | ||||||||||||||||||||||||||||||
Debt discount | $ 43,322 | ||||||||||||||||||||||||||||||
Derivative liability | $ 121,500 | ||||||||||||||||||||||||||||||
Number of warrants issued | 100,000 | ||||||||||||||||||||||||||||||
Warrant exercise price per share | $ 0.75 | ||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | $ 121,500 | ||||||||||||||||||||||||||||||
Convertible Promissory Note Fifteen [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 55,000 | ||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.50 | ||||||||||||||||||||||||||||||
Convertible debt agreement value | 15,370 | ||||||||||||||||||||||||||||||
Fair value of derivative liability | 70,052 | ||||||||||||||||||||||||||||||
Debt maturity date | Sep. 19, 2020 | ||||||||||||||||||||||||||||||
Lowest trading price, percentage | 60.00% | ||||||||||||||||||||||||||||||
Deferred financing fees | $ 7,000 | ||||||||||||||||||||||||||||||
Debt discount | 15,370 | ||||||||||||||||||||||||||||||
Derivative liability | 48,000 | ||||||||||||||||||||||||||||||
Convertible Promissory Note Sixteen [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 141,900 | ||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.50 | ||||||||||||||||||||||||||||||
Convertible debt agreement value | 40,043 | ||||||||||||||||||||||||||||||
Debt maturity date | Sep. 19, 2020 | ||||||||||||||||||||||||||||||
Lowest trading price, percentage | 60.00% | ||||||||||||||||||||||||||||||
Deferred financing fees | $ 16,400 | ||||||||||||||||||||||||||||||
Debt discount | 125,500 | 40,043 | |||||||||||||||||||||||||||||
Derivative liability | $ 125,500 | 190,246 | |||||||||||||||||||||||||||||
Number of warrants issued | 113,250 | ||||||||||||||||||||||||||||||
Warrant exercise price per share | $ 0.75 | ||||||||||||||||||||||||||||||
Convertible Promissory Note Seventeen [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 82,500 | ||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.50 | ||||||||||||||||||||||||||||||
Convertible debt agreement value | 20,795 | ||||||||||||||||||||||||||||||
Fair value of derivative liability | $ 73,000 | ||||||||||||||||||||||||||||||
Debt maturity date | Sep. 30, 2020 | ||||||||||||||||||||||||||||||
Lowest trading price, percentage | 60.00% | ||||||||||||||||||||||||||||||
Debt discount | $ 9,500 | 20,795 | |||||||||||||||||||||||||||||
Derivative liability | $ 73,000 | 105,790 | |||||||||||||||||||||||||||||
Number of warrants issued | 83,333 | ||||||||||||||||||||||||||||||
Warrant exercise price per share | $ 0.75 | ||||||||||||||||||||||||||||||
Convertible Promissory Note Eighteen [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 226,000 | ||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 226,000 | ||||||||||||||||||||||||||||||
Fair value of derivative liability | $ 289,462 | ||||||||||||||||||||||||||||||
Debt maturity date | Aug. 31, 2019 | ||||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | ||||||||||||||||||||||||||||||
Convertible Promissory Note Nineteen [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 258,736 | ||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 258,736 | ||||||||||||||||||||||||||||||
Fair value of derivative liability | $ 351,774 | ||||||||||||||||||||||||||||||
Debt maturity date | Sep. 19, 2018 | ||||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | ||||||||||||||||||||||||||||||
Convertible Promissory Note Twenty [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 137,500 | ||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 137,500 | ||||||||||||||||||||||||||||||
Fair value of derivative liability | $ 170,201 | ||||||||||||||||||||||||||||||
Debt maturity date | Jan. 22, 2020 | ||||||||||||||||||||||||||||||
Lowest trading price, percentage | 55.00% | ||||||||||||||||||||||||||||||
Non-related Party [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||||||||||||||||||
Debt conversion price per share | $ 480 | ||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 125,000 | ||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 138,889 | ||||||||||||||||||||||||||||||
Debt original issue discount, percentage | 8.00% | ||||||||||||||||||||||||||||||
Debt mature term | 9 months | ||||||||||||||||||||||||||||||
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 | 10,000 | ||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 75,000 | ||||||||||||||||||||||||||||||
Non-related Party [Member] | Secured Convertible Note One [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 18.00% | ||||||||||||||||||||||||||||||
Non-related Party [Member] | Secured Convertible Note One [Member] | Per Month [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 1.50% | ||||||||||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 310,000 | 310,000 | $ 310,000 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 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 interest rate | 10.00% | ||||||||||||||||||||||||||||||
Debt conversion price per share | $ 7,000 | ||||||||||||||||||||||||||||||
Third Party Notes [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face value | 32,000 | ||||||||||||||||||||||||||||||
Convertible debt agreement value | $ 213,889 | 245,889 | |||||||||||||||||||||||||||||
Number of common shares issued for conversion | 72,038 | ||||||||||||||||||||||||||||||
Debt conversion amount | $ 59,097 | ||||||||||||||||||||||||||||||
(Gain) loss on extinguishment of debt | 27,097 | ||||||||||||||||||||||||||||||
Fair value of derivative liability | $ 360,718 | 606,710 | |||||||||||||||||||||||||||||
Unrelated Note Holder [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||
Note extinguishment amount | $ 75,000 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Assumptions Used Derivative Liabilities (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Minimum [Member] | Measurement Input, Price Volatility [Member] | ||
Derivative liability, measurement input percentage | 176 | 180 |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative liability, measurement input percentage | 1.6 | 1.6 |
Minimum [Member] | Measurement Input, Expected Term [Member] | ||
Expected life (in years) | 2 months 30 days | 1 month 6 days |
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||
Derivative liability, measurement input percentage | 374 | 447 |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative liability, measurement input percentage | 2.6 | 2.6 |
Maximum [Member] | Measurement Input, Expected Term [Member] | ||
Expected life (in years) | 2 years | 1 year |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Derivative Liabilities Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities, beginning balance | $ 2,188,354 | $ 1,676,155 |
New issuances | 939,919 | 1,517,657 |
Change in fair value | (271,704) | (1,005,458) |
Derivative liabilities, ending balance | $ 2,856,569 | $ 2,188,354 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 02, 2019 | Jan. 02, 2019 | |
Leases [Abstract] | |||
Right-of-use assets | $ 138,531 | $ 124,531 | $ 51,203 |
Lease liabilities | 137,160 | $ 124,531 | $ 47,118 |
Operating lease expense | $ 44,875 | ||
Operating lease remaining terms | 2 years 7 months 21 days |
Leases - Schedule of Interim Co
Leases - Schedule of Interim Condensed Consolidated Balance Sheet for Lease (Details) - USD ($) | Dec. 31, 2019 | Dec. 02, 2019 | Jan. 02, 2019 |
Leases [Abstract] | |||
Cost | $ 178,202 | ||
Accumulated amortization | (39,671) | ||
Net book value | $ 138,531 | $ 124,531 | $ 51,203 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payment for Lessee (Details) - USD ($) | Dec. 31, 2019 | Dec. 02, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||||
2019 | $ 63,397 | |||
2020 | 49,977 | |||
2021 | 47,904 | |||
Total future minimum lease payments | 161,278 | |||
Discount | (24,118) | |||
Total | 137,160 | $ 124,531 | $ 47,118 | |
Current portion of operating lease liabilities | (62,935) | |||
Long-term portion of operating lease liabilities | $ 74,225 |
Mezzanine Equity (Details Narra
Mezzanine Equity (Details Narrative) | Aug. 27, 2018USD ($)shares | Aug. 27, 2018CAD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018CAD ($)shares |
Temporary Equity [Line Items] | |||||
Preferred stock, shares authorized | 11,000,000 | 11,000,000 | |||
Preferred stock par value | $ / shares | $ 0.001 | $ 0.001 | |||
Debt conversion amount | $ | $ 180,642 | ||||
Redeemable Series C Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Preferred stock, shares authorized | 5,000,000 | ||||
Preferred stock par value | $ / shares | $ 0.001 | ||||
Conversion of convertible preferred stock into common stock | 10 | ||||
Redeemable Series D Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | ||||
Preferred stock par value | $ / shares | $ 0.001 | ||||
Conversion of convertible preferred stock into common stock | 5 | ||||
Redeemable Series E Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Preferred stock, shares authorized | 5,000,000 | ||||
Preferred stock par value | $ / shares | $ 0.001 | ||||
Conversion of convertible preferred stock into common stock | 4 | ||||
Series D Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Number of common shares issued for debt conversion | 100,500 | ||||
Series D Preferred Stock [Member] | Debt Exchange Agreement [Member] | |||||
Temporary Equity [Line Items] | |||||
Number of common shares issued for debt conversion | 148,706 | 148,706 | |||
Debt conversion amount | $ | $ 91,944 | ||||
Series E Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Number of common shares issued for debt conversion | 4,649,908 | 1,649,908 | 1,649,908 | ||
Debt conversion amount | $ | $ 3,908,614 | ||||
Series E Preferred Stock [Member] | CAD [Member] | |||||
Temporary Equity [Line Items] | |||||
Debt conversion amount | $ | $ 5,075,727 | ||||
Series E Preferred Stock [Member] | Debt Exchange Agreement [Member] | |||||
Temporary Equity [Line Items] | |||||
Number of common shares issued for debt conversion | 3,000,000 | 3,000,000 | 1,649,908 | 1,649,908 | |
Series D Preferred Stock and Series E Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Debt conversion amount | $ | $ 6,668,643 | ||||
Series A Convertible Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Number of common shares issued for debt conversion | 4,229,384 | 4,229,384 | |||
Debt conversion amount | $ | $ 5,873,481 | ||||
Series A Convertible Preferred Stock [Member] | CAD [Member] | |||||
Temporary Equity [Line Items] | |||||
Debt conversion amount | $ | $ 7,627,303 | ||||
Series A Convertible Preferred Stock [Member] | Debt Exchange Agreement [Member] | |||||
Temporary Equity [Line Items] | |||||
Number of common shares issued for debt conversion | 4,229,384 | 4,229,384 | |||
Debt conversion amount | $ | $ 5,873,481 | ||||
Series A Convertible Preferred Stock [Member] | Debt Exchange Agreement [Member] | CAD [Member] | |||||
Temporary Equity [Line Items] | |||||
Debt conversion amount | $ | $ 7,627,303 | ||||
Series B Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Number of common shares issued for debt conversion | 132 | 81 | 81 | ||
Debt conversion amount | $ | $ 4,872,732 | $ 5,609,757 | |||
Series B Preferred Stock [Member] | CAD [Member] | |||||
Temporary Equity [Line Items] | |||||
Debt conversion amount | $ | $ 7,284,831 | ||||
Series B Preferred Stock [Member] | Debt Exchange Agreement [Member] | |||||
Temporary Equity [Line Items] | |||||
Number of common shares issued for debt conversion | 51 | 51 | 81 | 81 | |
Series B Preferred Stock and Series E Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Debt conversion amount | $ | |||||
Series B Preferred Stock and Series E Preferred Stock [Member] | Debt Exchange Agreement [Member] | |||||
Temporary Equity [Line Items] | |||||
Debt conversion amount | $ | $ 5,609,757 | ||||
Series B Preferred Stock and Series E Preferred Stock [Member] | Debt Exchange Agreement [Member] | CAD [Member] | |||||
Temporary Equity [Line Items] | |||||
Debt conversion amount | $ | $ 7,284,831 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) | Oct. 29, 2019USD ($)shares | Mar. 26, 2019 | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018CAD ($)shares |
Preferred stock, shares authorized | shares | 3,010,000 | 3,010,000 | |||
Preferred stock par value | $ / shares | $ 0.001 | $ 0.001 | |||
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. | ||||
Preferred stock, voting rights | The Company re-designated its Series A Preferred Stock. The Series A Preferred Stock shall be entitled to vote with the holders of the Company's Common Stock as a class at the rate of 665 common share votes per share of Series A Preferred Stock. | ||||
Debt conversion amount | $ 180,642 | ||||
Number of share issued for services, value | 1,287,437 | $ 332,500 | |||
(Gain) loss on extinguishment of debt | $ 659,999 | $ (6,889,665) | |||
Series A Preferred Stock [Member] | |||||
Preferred stock, shares authorized | shares | 3,000,000 | ||||
Preferred stock par value | $ / shares | $ 0.001 | ||||
Number of share issued for services | shares | 200,376 | ||||
Number of share issued for services, value | $ 200 | ||||
Series B Convertible Preferred Stock [Member] | |||||
Preferred stock, shares authorized | shares | 10,000 | ||||
Preferred stock par value | $ / shares | $ 0.001 | ||||
Conversion of convertible preferred stock into common stock | shares | 1,000,000 | ||||
Series B Preferred Stock [Member] | |||||
Number of common shares issued for debt conversion | shares | 132 | 81 | 81 | ||
Debt conversion amount | $ 4,872,732 | $ 5,609,757 | |||
Series B Preferred Stock [Member] | CAD [Member] | |||||
Debt conversion amount | $ 7,284,831 | ||||
Series E Preferred Stock [Member] | |||||
Number of common shares issued for debt conversion | shares | 4,649,908 | 1,649,908 | 1,649,908 | ||
Debt conversion amount | $ 3,908,614 | ||||
Series E Preferred Stock [Member] | CAD [Member] | |||||
Debt conversion amount | $ 5,075,727 | ||||
Series B Preferred Stock and Series E Preferred Stock [Member] | |||||
Debt conversion amount | |||||
(Gain) loss on extinguishment of debt | $ 3,908,614 | ||||
Series B Preferred Stock [Member] | |||||
Number of common shares issued for debt conversion | shares | 51 | 51 | |||
Series E Preferred Stock [Member] | |||||
Number of common shares issued for debt conversion | shares | 3,000,000 | 3,000,000 | |||
Series A Convertible Preferred Stock [Member] | |||||
Number of common shares issued for debt conversion | shares | 4,229,384 | 4,229,384 | |||
Debt conversion amount | $ 5,873,481 | ||||
Series A Convertible Preferred Stock [Member] | CAD [Member] | |||||
Debt conversion amount | $ 7,627,303 |
Common Stock and Additional P_3
Common Stock and Additional Paid in Capital (Details Narrative) - USD ($) | Mar. 26, 2019 | Oct. 18, 2018 | Jun. 05, 2018 | Mar. 19, 2018 | Feb. 07, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | May 23, 2019 | Mar. 25, 2019 |
Business Acquisition [Line Items] | |||||||||
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 | 150,000,000 | 750,000 | 150,000,000 | 3,000,000,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock voting right | Each share of common stock is entitled to one (1) vote. | ||||||||
Stock issued during period, value, issued for services | $ 1,287,437 | $ 332,500 | |||||||
Shares issued on conversion of debt | 506,468 | 4,315,958 | |||||||
Debt conversion amount | 180,642 | ||||||||
Number of common stock issued value | 23,453 | 81,659 | |||||||
Referral sales amount | $ 1,399,420 | $ 1,281,024 | |||||||
Remaining common stock to be issued, shares | 9,430,146 | ||||||||
Remaining common stock to be issued | $ 7,402,254 | ||||||||
Number of warrants issued | 296,583 | ||||||||
Warrants weighted average exercise price | $ 0.75 | ||||||||
Number of warrants outstanding and exercisable | 6,563,371 | ||||||||
Number of warrants, value | $ 5,075,436 | ||||||||
Warrants weighted average remaining contractual life | 3 years 29 days | ||||||||
Warrants aggregate intrinsic value | $ 108,246 | ||||||||
Convertible Debentures [Member] | Accrued Interest [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares issued on conversion of debt, shares | 572,547 | ||||||||
Shares issued on conversion of debt | $ 4,315,958 | ||||||||
Debt conversion amount | $ 1,302,077 | ||||||||
Common Stock [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued during period, shares, issued for services | 72,295 | 23,750 | |||||||
Stock issued during period, value, issued for services | $ 72 | $ 24 | |||||||
Shares issued on conversion of debt, shares | 407,536 | 572,547 | |||||||
Shares issued on conversion of debt | $ 408 | $ 573 | |||||||
Number of common stock shares issued | 188 | 7,315 | 5,186 | 12,501 | |||||
Number of common stock issued value | $ 2,250 | $ 81,659 | $ 12 | ||||||
Commission granted percentage | 5.00% | ||||||||
Referral sales amount | $ 45,000 | ||||||||
Common Stock [Member] | Investor Relations Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of common stock shares issued | 23,750 | ||||||||
Number of common stock issued value | $ 332,500 | ||||||||
Common Stock to be Issued [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued during period, shares, issued for services | 1,540,000 | ||||||||
Stock issued during period, value, issued for services | $ 1,224,000 | ||||||||
Shares issued on conversion of debt | |||||||||
Number of common stock shares issued | 38,135 | ||||||||
Number of common stock issued value | $ 23,453 | ||||||||
Accounts Payable [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares issued on conversion of debt, shares | 32,000 | ||||||||
Shares issued on conversion of debt | $ 37,760 | ||||||||
Accounts Payable [Member] | Common Stock to be Issued [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares issued on conversion of debt, shares | 7,852,011 | ||||||||
Shares issued on conversion of debt | $ 6,154,801 |
Common Stock and Additional P_4
Common Stock and Additional Paid in Capital - Schedule of Common Stock Conversion into Debt (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | ||||
Business Acquisition [Line Items] | |||||
Fair value | $ 506,468 | $ 4,315,958 | |||
Converted balance | $ 180,642 | ||||
Common Stock One [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Jan. 22, 2019 | Jan. 2, 2018 | |||
Common shares issued | 10,189 | 1,270 | |||
Fair value | [1] | $ 28,527 | $ 11,683 | ||
Converted balance | 15,690 | [2] | 3,733 | [3] | |
Loss on conversion | $ (12,837) | $ (7,950) | |||
Common Stock Two [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Mar. 11, 2019 | Jan. 5, 2018 | |||
Common shares issued | 18,606 | 1,325 | |||
Fair value | [1] | $ 37,211 | $ 10,600 | ||
Converted balance | 12,280 | [2] | 5,300 | [3] | |
Loss on conversion | $ (24,931) | $ (5,300) | |||
Common Stock Three [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Mar. 15, 2019 | Jan. 5, 2018 | |||
Common shares issued | 27,137 | 1,334 | |||
Fair value | [1] | $ 54,238 | $ 10,666 | ||
Converted balance | 17,899 | [2] | 2,986 | [3] | |
Loss on conversion | $ (36,339) | $ (7,680) | |||
Common Stock Four [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Jun. 17, 2019 | Jan. 9, 2018 | |||
Common shares issued | 45,216 | 1,450 | |||
Fair value | [1] | $ 58,781 | $ 11,600 | ||
Converted balance | 31,651 | [2] | 5,800 | [3] | |
Loss on conversion | $ (27,130) | $ (5,800) | |||
Common Stock Five [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Jun. 20, 2019 | Jan. 11, 2018 | |||
Common shares issued | 34,450 | 1,525 | |||
Fair value | [1] | $ 36,517 | $ 15,860 | ||
Converted balance | 19,895 | [2] | 6,100 | [3] | |
Loss on conversion | $ (16,622) | $ (9,760) | |||
Common Stock Six [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Jul. 17, 2019 | Jan. 11, 2018 | |||
Common shares issued | 37,900 | 1,539 | |||
Fair value | [1] | $ 33,352 | $ 15,997 | ||
Converted balance | 5,628 | [2] | 3,446 | [3] | |
Loss on conversion | $ (27,724) | $ (12,551) | |||
Common Stock Seven [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Aug. 26, 2019 | Jan. 12, 2018 | |||
Common shares issued | 40,000 | 1,692 | |||
Fair value | [1] | $ 27,020 | $ 16,911 | ||
Converted balance | 6,620 | [2] | 3,788 | [3] | |
Loss on conversion | $ (20,400) | $ (13,123) | |||
Common Stock Eight [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Sep. 18, 2019 | Jan. 16, 2018 | |||
Common shares issued | 39,500 | 1,675 | |||
Fair value | [1] | $ 49,376 | $ 13,400 | ||
Converted balance | 8,255 | [2] | 6,701 | [3] | |
Loss on conversion | $ (41,121) | $ (6,699) | |||
Common Stock Nine [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Oct. 11, 2019 | Jan. 16, 2018 | |||
Common shares issued | 35,000 | 1,776 | |||
Fair value | [1] | $ 44,450 | $ 14,204 | ||
Converted balance | 13,475 | [2] | 3,977 | [3] | |
Loss on conversion | $ (30,975) | $ (10,227) | |||
Common Stock Ten [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Nov. 13, 2019 | Jan. 17, 2018 | |||
Common shares issued | 47,500 | 1,948 | |||
Fair value | [1] | $ 77,899 | $ 15,581 | ||
Converted balance | 18,810 | [2] | 4,363 | [3] | |
Loss on conversion | $ (59,089) | $ (11,218) | |||
Common Stock Eleven [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Nov. 7, 2019 | Jan. 19, 2018 | |||
Common shares issued | 23,149 | 2,045 | |||
Fair value | [1] | $ 18,519 | $ 18,812 | ||
Converted balance | 10,000 | [2] | 4,580 | [3] | |
Loss on conversion | $ (8,519) | $ (14,232) | |||
Common Stock Twelve [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Dec. 19, 2019 | Jan. 22, 2018 | |||
Common shares issued | 48,889 | 2,045 | |||
Fair value | [1] | $ 40,578 | $ 35,170 | ||
Converted balance | 22,000 | [2] | 4,580 | [3] | |
Loss on conversion | $ (18,578) | $ (30,590) | |||
Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Common shares issued | 407,536 | 572,547 | |||
Fair value | [1] | $ 506,468 | $ 4,315,958 | ||
Converted balance | 182,203 | [2] | 1,302,077 | [3] | |
Loss on conversion | $ (324,265) | $ (3,013,881) | |||
Common Stock Thirteen [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Jan. 23, 2018 | ||||
Common shares issued | 2,125 | ||||
Fair value | [1] | $ 27,200 | |||
Converted balance | [3] | 8,500 | |||
Loss on conversion | $ (18,700) | ||||
Common Stock Fourteen [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Jan. 24, 2018 | ||||
Common shares issued | 2,249 | ||||
Fair value | [1] | $ 29,685 | |||
Converted balance | [3] | 5,038 | |||
Loss on conversion | $ (24,647) | ||||
Common Stock Fifteen [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Jan. 26, 2018 | ||||
Common shares issued | 2,468 | ||||
Fair value | [1] | $ 27,632 | |||
Converted balance | [3] | 5,526 | |||
Loss on conversion | $ (22,106) | ||||
Common Stock Sixteen [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Jan. 31, 2018 | ||||
Common shares issued | 2,133 | ||||
Fair value | [1] | $ 36,678 | |||
Converted balance | [3] | 7,506 | |||
Loss on conversion | $ (29,172) | ||||
Common Stock Seventeen [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Jan. 31, 2018 | ||||
Common shares issued | 2,591 | ||||
Fair value | [1] | $ 27,975 | |||
Converted balance | [3] | 5,802 | |||
Loss on conversion | $ (22,173) | ||||
Common Stock Eighteen [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Feb. 1, 2018 | ||||
Common shares issued | 2,591 | ||||
Fair value | [1] | $ 25,903 | |||
Converted balance | [3] | 5,802 | |||
Loss on conversion | $ (20,101) | ||||
Common Stock Nineteen [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Feb. 6, 2018 | ||||
Common shares issued | 1,511 | ||||
Fair value | [1] | $ 14,501 | |||
Converted balance | [3] | 3,806 | |||
Loss on conversion | $ (10,695) | ||||
Common Stock Twenty [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Feb. 6, 2018 | ||||
Common shares issued | 2,956 | ||||
Fair value | [1] | $ 28,370 | |||
Converted balance | [3] | 6,620 | |||
Loss on conversion | $ (21,750) | ||||
Common Stock Twenty One [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Feb. 7, 2018 | ||||
Common shares issued | 2,821 | ||||
Fair value | [1] | $ 29,076 | |||
Converted balance | [3] | 10,550 | |||
Loss on conversion | $ (18,526) | ||||
Common Stock Twenty Two [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Feb. 8, 2018 | ||||
Common shares issued | 1,511 | ||||
Fair value | [1] | $ 12,084 | |||
Converted balance | [3] | 4,350 | |||
Loss on conversion | $ (7,734) | ||||
Common Stock Twenty Three [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Feb. 9, 2018 | ||||
Common shares issued | 3,500 | ||||
Fair value | [1] | $ 32,200 | |||
Converted balance | [3] | 14,000 | |||
Loss on conversion | $ (18,200) | ||||
Common Stock Twenty Four [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Feb. 9, 2018 | ||||
Common shares issued | 3,653 | ||||
Fair value | [1] | $ 33,607 | |||
Converted balance | [3] | 8,182 | |||
Loss on conversion | $ (25,425) | ||||
Common Stock Twenty Five [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Feb. 12, 2018 | ||||
Common shares issued | 3,613 | ||||
Fair value | [1] | $ 36,124 | |||
Converted balance | [3] | 15,100 | |||
Loss on conversion | $ (21,024) | ||||
Common Stock Twenty Six [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Feb. 12, 2018 | ||||
Common shares issued | 4,010 | ||||
Fair value | [1] | $ 40,098 | |||
Converted balance | [3] | 9,543 | |||
Loss on conversion | $ (30,555) | ||||
Common Stock Twenty Seven [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Feb. 13, 2018 | ||||
Common shares issued | 2,450 | ||||
Fair value | [1] | $ 18,816 | |||
Converted balance | [3] | 9,800 | |||
Loss on conversion | $ (9,016) | ||||
Common Stock Twenty Eight [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Feb. 14, 2018 | ||||
Common shares issued | 3,588 | ||||
Fair value | [1] | $ 28,696 | |||
Converted balance | [3] | 10,331 | |||
Loss on conversion | $ (18,365) | ||||
Common Stock Twenty Nine [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Feb. 14, 2018 | ||||
Common shares issued | 4,513 | ||||
Fair value | [1] | $ 36,099 | |||
Converted balance | [3] | 10,740 | |||
Loss on conversion | $ (25,359) | ||||
Common Stock Thirty [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Feb. 16, 2018 | ||||
Common shares issued | 4,917 | ||||
Fair value | [1] | $ 33,433 | |||
Converted balance | [3] | 9,637 | |||
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 | [1] | $ 19,654 | |||
Converted balance | [3] | 10,089 | |||
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 | [1] | $ 15,610 | |||
Converted balance | [3] | 7,064 | |||
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 | [1] | $ 27,692 | |||
Converted balance | [3] | 9,692 | |||
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 | [1] | $ 18,652 | |||
Converted balance | [3] | 8,394 | |||
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 | [1] | $ 29,714 | |||
Converted balance | [3] | 8,000 | |||
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 | [1] | $ 81,556 | |||
Converted balance | [3] | 8,650 | |||
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 | [1] | $ 11,099 | |||
Converted balance | [3] | 1,494 | |||
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 | [1] | $ 26,859 | |||
Converted balance | [3] | 3,616 | |||
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 | [1] | $ 81,000 | |||
Converted balance | [3] | 13,500 | |||
Loss on conversion | $ (67,500) | ||||
Common Stock Forty [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Mar. 6, 2018 | ||||
Common shares issued | 6,068 | ||||
Fair value | [1] | $ 60,671 | |||
Converted balance | [3] | 10,921 | |||
Loss on conversion | $ (49,750) | ||||
Common Stock Forty One [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Mar. 7, 2018 | ||||
Common shares issued | 5,428 | ||||
Fair value | [1] | $ 54,280 | |||
Converted balance | [3] | 7,599 | |||
Loss on conversion | $ (46,681) | ||||
Common Stock Forty Two [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Mar. 8, 2018 | ||||
Common shares issued | 5,946 | ||||
Fair value | [1] | $ 64,213 | |||
Converted balance | [3] | 8,324 | |||
Loss on conversion | $ (55,889) | ||||
Common Stock Forty Three [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Mar. 8, 2018 | ||||
Common shares issued | 3,476 | ||||
Fair value | [1] | $ 40,318 | |||
Converted balance | [3] | 8,064 | |||
Loss on conversion | $ (32,254) | ||||
Common Stock Forty Four [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Mar. 12, 2018 | ||||
Common shares issued | 5,942 | ||||
Fair value | [1] | $ 64,167 | |||
Converted balance | [3] | 8,318 | |||
Loss on conversion | $ (55,849) | ||||
Common Stock Forty Five [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Mar. 13, 2018 | ||||
Common shares issued | 5,244 | ||||
Fair value | [1] | $ 50,335 | |||
Converted balance | [3] | 11,535 | |||
Loss on conversion | $ (38,800) | ||||
Common Stock Forty Six [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Mar. 14, 2018 | ||||
Common shares issued | 6,549 | ||||
Fair value | [1] | $ 70,726 | |||
Converted balance | [3] | 11,788 | |||
Loss on conversion | $ (58,938) | ||||
Common Stock Forty Seven [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Mar. 14, 2018 | ||||
Common shares issued | 5,507 | ||||
Fair value | [1] | $ 57,263 | |||
Converted balance | [3] | 7,708 | |||
Loss on conversion | $ (49,555) | ||||
Common Stock Forty Eight [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Mar. 15, 2018 | ||||
Common shares issued | 5,669 | ||||
Fair value | [1] | $ 56,683 | |||
Converted balance | [3] | 7,936 | |||
Loss on conversion | $ (48,747) | ||||
Common Stock Forty Nine [Member] | |||||
Business Acquisition [Line Items] | |||||
Date issued | Mar. 19, 2018 | ||||
Common shares issued | 8,316 | ||||
Fair value | [1] | $ 76,501 | |||
Converted balance | [3] | 11,641 | |||
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 | [1] | $ 52,291 | |||
Converted balance | [3] | 9,151 | |||
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 | [1] | $ 72,230 | |||
Converted balance | [3] | 8,155 | |||
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 | [1] | $ 42,016 | |||
Converted balance | [3] | 10,047 | |||
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 | [1] | $ 19,938 | |||
Converted balance | [3] | 10,000 | |||
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 | [1] | $ 75,105 | |||
Converted balance | [3] | 18,135 | |||
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 | [1] | $ 319,277 | |||
Converted balance | [3] | 19,955 | |||
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 | [1] | $ 21,893 | |||
Converted balance | [3] | 3,941 | |||
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 | [1] | $ 173,512 | |||
Converted balance | [3] | 66,272 | |||
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 | [1] | $ 252,948 | |||
Converted balance | [3] | 113,174 | |||
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 | [1] | $ 112,000 | |||
Converted balance | [3] | 52,800 | |||
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 | [1] | $ 26,000 | |||
Converted balance | [3] | 9,750 | |||
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 | [1] | $ 72,000 | |||
Converted balance | [3] | 33,000 | |||
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 | [1] | $ 59,850 | |||
Converted balance | [3] | 32,918 | |||
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 | [1] | $ 60,704 | |||
Converted balance | [3] | 28,618 | |||
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 | [1] | $ 19,250 | |||
Converted balance | [3] | 7,906 | |||
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 | [1] | $ 69,028 | |||
Converted balance | [3] | 31,186 | |||
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 | [1] | $ 61,600 | |||
Converted balance | [3] | 25,300 | |||
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 | [1] | $ 21,006 | |||
Converted balance | [3] | 10,503 | |||
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 | [1] | $ 62,700 | |||
Converted balance | [3] | 28,500 | |||
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 | [1] | $ 38,253 | |||
Converted balance | [3] | 21,039 | |||
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 | [1] | $ 88,800 | |||
Converted balance | [3] | 22,200 | |||
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 | [1] | $ 45,988 | |||
Converted balance | [3] | 12,647 | |||
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 | [1] | $ 41,593 | |||
Converted balance | [3] | 13,726 | |||
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 | [1] | $ 23,956 | |||
Converted balance | [3] | 4,192 | |||
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 | [1] | $ 116,644 | |||
Converted balance | [3] | 15,000 | |||
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 | [1] | $ 122,922 | |||
Converted balance | [3] | 26,292 | |||
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 | [1] | $ 43,167 | |||
Converted balance | [3] | 12,950 | |||
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 | [1] | $ 95,200 | |||
Converted balance | [3] | 32,725 | |||
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 | [1] | $ 77,834 | |||
Converted balance | [3] | 35,974 | |||
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 | [1] | $ 79,729 | |||
Converted balance | [3] | 31,892 | |||
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 | [1] | $ 54,474 | |||
Converted balance | [3] | 26,632 | |||
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 | [1] | $ 90,000 | |||
Converted balance | [3] | 39,600 | |||
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 | [1] | $ 34,936 | |||
Converted balance | [3] | 14,945 | |||
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 | [1] | $ 121,598 | |||
Converted balance | [3] | 86,856 | |||
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 | [1] | $ 31,862 | |||
Converted balance | [3] | 15,576 | |||
Loss on conversion | $ (16,286) | ||||
[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, accounts payable, financing fees and interest penalties converted upon the issuance of shares of common stock. | ||||
[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. |
Common Stock and Additional P_5
Common Stock and Additional Paid in Capital - Schedule of Warrants Assumptions (Details) | Dec. 31, 2019 |
Risk-free Interest Rate [Member] | |
Operating Loss Carryforwards [Line Items] | |
Warrants and rights outstanding, measurement input, percent | 1.62 |
Expected Life [Member] | |
Operating Loss Carryforwards [Line Items] | |
Warrants and rights outstanding, measurement input, term | 3 years |
Expected Volatility [Member] | |
Operating Loss Carryforwards [Line Items] | |
Warrants and rights outstanding, measurement input, percent | 0 |
Expected Dividend Rate [Member] | |
Operating Loss Carryforwards [Line Items] | |
Warrants and rights outstanding, measurement input, percent | 280 |
Common Stock and Additional P_6
Common Stock and Additional Paid in Capital - Schedule of Warrants Outstanding (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Equity [Abstract] | |
Warrants, Outstanding, Beginning Balance | shares | |
Warrants, Granted | shares | 6,859,954 |
Warrants, Exercised | shares | |
Warrants, Expired | shares | |
Warrants, Outstanding, Ending Balance | shares | 6,859,954 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ / shares | |
Weighted Average Exercise Price, Granted | $ / shares | 0.77 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ / shares | $ 0.77 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2019CAD ($) | Dec. 31, 2018CAD ($) | |
President, CEO and CFO [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions owed amount | $ 263,409 | $ 139,835 | ||
Management fee expenses | 200,000 | 200,000 | ||
President, CEO and CFO [Member] | CAD [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions owed amount | $ 342,853 | $ 190,764 | ||
Son of the President, CEO and CFO [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions owed amount | $ 7,260 | $ 12,791 | ||
Son of the President, CEO and CFO [Member] | CAD [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions owed amount | $ 9,450 | $ 17,450 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Warranty reserve | ||
Warranty expense | $ 89,037 |
Commitments - Schedule of Produ
Commitments - Schedule of Product Warranty Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Opening balance | $ 165,523 | |
Accruals for product warranties issued in the period | ||
Adjustments to liabilities for pre-existing warranties | (71,284) | |
Write down warranty for change in policy | (94,239) | |
Ending liability |
Contingencies (Details Narrativ
Contingencies (Details Narrative) - USD ($) | Apr. 30, 2018 | Oct. 10, 2017 | May 24, 2017 | Sep. 07, 2016 | Dec. 31, 2019 | Apr. 09, 2018 |
Damages in excess | $ 270,000 | |||||
Number of common stock shares owed | 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 | |||||
Trade and other payables | $ 40,227 | |||||
Coastal Investment Partners LLC [Member] | Three 8% Convertible Promissory Notes [Member] | ||||||
Debt principal amount | $ 261,389 | |||||
Damages in excess | $ 250,000 | |||||
JSJ Investments Inc [Member] | 10% Convertible Promissory Notes [Member] | ||||||
Litigation settlement interest | $ 172,845 | |||||
Debt principal amount | $ 135,000 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Current income tax expense benefit | ||
Deferred income tax expense benefit | ||
Net operating loss | $ 45,132,941 | $ 42,054,821 |
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, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Loss before income tax | $ (3,078,120) | $ (9,825,404) |
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, 2019 | Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | ||
Income tax payments | ||
Interest payments | 46,500 | |
Convertible debenture issued for financing fees | 250,419 | 15,000 |
Shares issued for convertible loans payable | 506,468 | 4,343,730 |
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 | |
Accounts payable and debt settled for shares | 65,377 | |
Accounts payable settled for shares to be issued and warrants | 377,050 | |
Debt settled for shares to be issued | 192,071 | |
Preferred shares exchanged for shares to be issued | 11,541,375 | |
Initial recognition of lease assets | 178,202 | |
Initial recognition of lease liabilities | $ 171,648 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | May 14, 2020USD ($)$ / sharesshares | Apr. 15, 2020USD ($) | Mar. 02, 2020USD ($) | Feb. 10, 2020USD ($) | Jul. 17, 2017USD ($) | Jun. 05, 2017USD ($) | May 14, 2020CAD ($)shares | Dec. 31, 2019$ / shares |
Subsequent Event [Line Items] | ||||||||
Number of warrants exercise | $ / shares | $ 0.75 | |||||||
Convertible Promissory Note [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument face value | $ | $ 135,000 | $ 110,000 | ||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||
Debt instrument maturity date | Jul. 17, 2018 | Dec. 5, 2017 | ||||||
Lowest trading price, percentage | 55.00% | 55.00% | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of common shares issued for debt conversion | 612,244 | |||||||
Number of share issued for conversion of debt and outstanding interest | 2,021,222 | |||||||
Number of stock issued to satisfy shares | 9,430,146 | |||||||
Number of common stock issued | 191,865 | |||||||
Number of warrants shares | 2,829,859 | 2,829,859 | ||||||
Warrants term | 5 years | 5 years | ||||||
Number of warrants exercise | $ / shares | $ 0.25 | |||||||
Subsequent Event [Member] | Consultants [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of share issued for services | 320,000 | |||||||
Subsequent Event [Member] | Working Capital Loan Arrangement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument face value | $ | $ 30,817 | |||||||
Subsequent Event [Member] | Working Capital Loan Arrangement [Member] | CAD [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument face value | $ | $ 43,253 | |||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument face value | $ | $ 60,950 | $ 60,950 | $ 119,600 | |||||
Debt instrument interest rate | 8.00% | 8.00% | 8.00% | |||||
Debt instrument maturity date | Apr. 15, 2021 | Mar. 2, 2021 | Feb. 10, 2021 | |||||
Lowest trading price, percentage | 80.00% | 80.00% | 80.00% | |||||
Deferred financing fees and original issuance discount | $ | $ 10,950 | $ 10,950 | $ 22,135 |