Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Chess Supersite Corp | ||
Entity Central Index Key | 1,586,554 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 14,192,405 | ||
Trading Symbol | CHZP | ||
Entity Common Stock, Shares Outstanding | 51,162,969 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash | $ 16,262 | $ 838 |
Prepaid Asset [Note 10] | 140,000 | 0 |
Total current assets | 156,262 | 838 |
Long term assets | ||
Intangible assets [Note 6] | 137,611 | 0 |
Total long term assets | 137,611 | 0 |
Total assets | 293,873 | 838 |
Current liabilities | ||
Accounts payable and accrued liabilities [Note 7] | 277,518 | 480,919 |
Payable to related parties [Note 8] | 514,697 | 400,000 |
Shareholder advances [Note 9] | 144,474 | 195,436 |
Shares to be issued [Note 11] | 0 | 12,500 |
Convertible Promissory notes, net [Note 10] | 701,519 | 0 |
Derivative liability [Note 10] | 475,372 | 0 |
Total current liabilities | 2,113,580 | 1,088,855 |
Total liabilities | 2,113,580 | 1,088,855 |
Stockholders' deficit | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; 1,000,000 shares issued and outstanding as at December 31, 2016 (nil shares outstanding as at December 31, 2015) [Note 11] | 100 | 0 |
Common stock, $0.0001 par value, 500,000,000 shares authorized, 35,644,874 common shares outstanding as at December 31, 2016 (20,650,000 common shares outstanding as at December 31, 2015) [Note 11] | 3,565 | 2,065 |
Shares to be issued [Note 11] | 52,000 | 0 |
Additional paid-in capital | 3,576,559 | 2,017,181 |
Accumulated deficit | (5,451,931) | (3,107,263) |
Total stockholders' deficit | (1,819,707) | (1,088,017) |
Total liabilities and stockholders' deficit | $ 293,873 | $ 838 |
BALANCE SHEETS _Parenthetical_
BALANCE SHEETS [Parenthetical] - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 1,000,000 | 0 |
Preferred Stock, Shares Outstanding | 1,000,000 | 0 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Outstanding | 35,644,874 | 20,650,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUE | $ 5,918 | $ 0 |
OPERATING EXPENSES | ||
Advisory and consultancy fee [Note 8] | 954,289 | 2,033,611 |
Management services fee to related parties [Note 8] | 300,000 | 300,000 |
Legal and professional fees | 103,085 | 75,629 |
Software development expense | 79,977 | 284,869 |
Donation | 45,000 | 0 |
Website development and marketing expenses | 114,044 | 31,323 |
Rent and Utilities | 21,878 | 12,000 |
Travel expenses | 39,216 | 2,491 |
Office and general | 14,606 | 6,800 |
Total operating expenses | 1,672,095 | 2,746,723 |
OTHER INCOME AND EXPENSES | ||
Day one derivative expense | 950,072 | 0 |
Change in fair value of derivative liability | (377,344) | 0 |
Net loss on settlement of liability | 34,290 | 0 |
Interest and bank charges | 65,008 | 1,543 |
Exchange loss | 6,465 | 0 |
Net loss before income taxes | (2,344,668) | (2,748,266) |
Income taxes | 0 | 0 |
Net loss | $ (2,344,668) | $ (2,748,266) |
Loss per share, basic and diluted (in dollars per share) | $ (0.09) | $ (0.34) |
Weighted average shares - basic and diluted (in shares) | 27,315,764 | 8,053,274 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated deficit [Member] |
Balance at Dec. 31, 2014 | $ (278,552) | $ 0 | $ 690 | $ 79,755 | $ (358,997) |
Balance (in shares) at Dec. 31, 2014 | 0 | 6,900,000 | |||
Shares issued as consideration for management services [Note 8] | 100,000 | $ 0 | $ 1,000 | 99,000 | 0 |
Shares issued as consideration for management services [Note 8] (in shares) | 0 | 10,000,000 | |||
Shares issued as consideration for advisory and other services [Note 11] | 1,838,801 | $ 0 | $ 375 | 1,838,426 | 0 |
Shares issued as consideration for advisory and other services [Note 11] (in shares) | 0 | 3,750,000 | |||
Net loss | (2,748,266) | $ 0 | $ 0 | 0 | (2,748,266) |
Balance at Dec. 31, 2015 | (1,088,017) | $ 0 | $ 2,065 | 2,017,181 | (3,107,263) |
Balance (in shares) at Dec. 31, 2015 | 0 | 20,650,000 | |||
Preferred stock issued as consideration for management services [Note 8] | 100 | $ 100 | |||
Preferred stock issued as consideration for management services [Note 8] (in shares) | 1,000,000 | ||||
Shares issued as consideration for management services [Note 8] | 100,000 | $ 0 | $ 1,000 | 99,000 | 0 |
Shares issued as consideration for management services [Note 8] (in shares) | 0 | 10,000,000 | |||
Shares issued as consideration for advisory and other services [Note 11] | 1,287,540 | $ 0 | $ 285 | 1,287,255 | 0 |
Shares issued as consideration for advisory and other services [Note 11] (in shares) | 0 | 2,845,000 | |||
Shares issued on conversion of convertible promissory notes [Note 11] | 140,837 | $ 0 | $ 208 | 140,629 | 0 |
Shares issued on conversion of convertible promissory notes [Note 11] (in shares) | 0 | 2,084,874 | |||
Shares issued as consideration for cash | 32,501 | $ 0 | $ 7 | 32,494 | 0 |
Shares issued as consideration for cash (in Shares) | 0 | 65,000 | |||
Net loss | (2,344,668) | $ 0 | $ 0 | 0 | (2,344,668) |
Balance at Dec. 31, 2016 | $ (1,819,707) | $ 100 | $ 3,565 | $ 3,576,559 | $ (5,451,931) |
Balance (in shares) at Dec. 31, 2016 | 1,000,000 | 35,644,874 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
OPERATING ACTIVITIES | ||
Net loss for the period | $ (2,344,668) | $ (2,748,266) |
Adjustment for non-cash items | ||
Day one derivative loss | 950,072 | 0 |
Change in fair value of derivative | (377,344) | 0 |
Loss on settlement of liability | 34,290 | 0 |
Shares issued for advisory and other services | 1,390,500 | 1,938,801 |
Changes in operating assets and liabilities: | ||
Change in prepaid asset | (140,000) | 0 |
Change in accounts payable and accrued liabilities | 66,146 | 617,022 |
Net cash used in operating activities | (421,004) | (192,443) |
INVESTING ACTIVITIES | ||
Amount invested on software development | (137,611) | 0 |
Net cash used in operating activities | (137,611) | 0 |
FINANCING ACTIVITIES | ||
Repayment of shareholder advances | (174,595) | 0 |
Shareholder advances | 123,634 | 179,697 |
Proceeds from issuance of promissory notes | 605,000 | 0 |
Proceeds from issuance of common stock | 20,000 | 12,500 |
Net cash provided by financing activities | 574,039 | 192,197 |
Net increase (decrease) in cash during the period | 15,424 | (246) |
Cash, beginning of period | 838 | 1,084 |
Cash, end of period | 16,262 | 838 |
NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Shares issued on conversion of notes | 140,837 | 0 |
Shares issued as consideration for acquisition of intangible | 0 | 0 |
SUPPLEMENTAL DISCLOSURE | ||
Cash paid for interest | 36,000 | 0 |
Cash paid for taxes | $ 0 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. NATURE OF OPERATIONS Chess Supersite Corporation, (“the Company”, formerly River Run Acquisition Corporation) was incorporated on July 9, 2013 In May, 2014, the Company effected a change in control by the redemption of the stock held by its original shareholders, the issuance of shares of its common stock to new shareholders, the resignation of its original officers and directors and the appointment of new officers and directors. On July 6, 2015, the Company filed its form S-1/A, to amend its form S-1 previously filed on January 26, 2015 and December 11, 2014. The prospectus relates to the offer and sale of 1,500,000 0.0001 0.50 On July 13, 2015, the Company received a notice of effectiveness from the SEC for the registration of its shares. On September 22, 2015, the Company was able to secure an OTC Bulletin Board symbol CHZP |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 2. BASIS OF PRESENTATION The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2016 | |
Going Concern [Abstract] | |
Going Concern [Text Block] | 3. GOING CONCERN The Company has not yet generated any revenue since inception to date and has sustained operating losses during the period ended December 31, 2016. The Company had working capital deficit of $ 1,957,318 5,451,931 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of December 31, 2016 and 2015. Prepaid asset represents commitment fee owed by the Company to a certain investor in respect of a Securities Purchase Agreement entered into by the Company dated October 18, 2016. The Company has issued a convertible promissory note in respect of the commitment fee. The prepaid asset will be amortized using the straight-line method over the period of draw-down. The Company operates an online chess site featuring sophisticated playing zones, game broadcasts with software analyses and top analysts' commentaries, education and other chess oriented resources. Intangible assets represents the amount incurred by the Company related to the development of the online chess gaming website. Under ASC 985-20, there are two main stages of software development. These stages are defined as: (A) When the technological feasibility is established, and (B) When the product is available for general release to customers. Costs incurred by the Company up to stage A have been expensed while costs incurred to move from stage A to stage B have been capitalized. The Company evaluates the recoverability of the infinite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. In accordance with ASC 605, revenue is recognized when persuasive evidence of an arrangement exists, services have been performed, the amount is fixed and determinable, and collection is reasonably assured. During the period ended December 31, 2016, the Company earned revenue of $ 5,918 4,500 1,418 The costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the application is substantially complete and ready for its intended use. These costs are amortized using the straight-line method over the estimated economic useful life of 5 Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2016. Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2016, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. Convertible promissory notes as at December 31, 2016 are likely to be converted into shares, however, due to losses, their effect would be antidilutive. As of December 31, 2016, convertible notes outstanding could be converted into 81,089,744 shares of common stock. The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. The estimated fair value of cash, accounts payable, and accrued liabilities approximate their carrying values due to the short-term maturity of these instruments. |
RECENTLY ISSUED ACCOUNTING PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 5. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern The Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board ("FASB") to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability, be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than being presented as an asset. The Company adopted this pronouncement on a retrospective basis, and the adoption did not have a material impact on the financial position and/or results of operations. In November 2015, an accounting pronouncement was issued by the FASB to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. This pronouncement is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt this pronouncement on January 1, 2017, and the adoption will not have a material impact on the financial position and/or results of operations. On April 7, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and the accounting for debt issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this Update apply to all companies. They became effective for public business entities in the annual period ending after December 15, 2015, and interim periods within those fiscal years, with early application permitted. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | 6. INTANGIBLE ASSETS The Company is continuing software development and is recognizing costs related to these activities as expenses during the period in which they are incurred. Intangible assets amounting to $ 137,611 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable amounting to $ 277,519 226,906 13,650 |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 8. RELATED PARTY TRANSACTIONS AND BALANCES During the year ended December 31, 2016, $ 300,000 300,000 10,000,000 100,000 During the year ended December 31, 2016, the Company issued 500,000 Advisory and consultancy fee includes $ 30,000 1,500,000 1,000,000 3,000,000 Amounts payable to Rubin Schindermann and Alexander Starr as at December 31, 2016 were $285,000 and $229,697, respectively. As disclosed in Note 12, the Company is party to a lease agreement dated October 1, 2015, with Hard Assets Capital Corp., which is a related entity by virtue of common directorship. |
SHAREHOLDER ADVANCES
SHAREHOLDER ADVANCES | 12 Months Ended |
Dec. 31, 2016 | |
Shareholder Advances [Abstract] | |
Shareholder Advances [Text Block] | 9. SHAREHOLDER ADVANCES Shareholder advances represent expenses paid by the owners from personal funds. The amount is non-interest bearing, unsecured and due on demand. The amount of advance as at December 31, 2016 and 2015 was $ 144,474 195,436 174,595 |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 10. CONVERTIBLE PROMISSORY NOTES During the year ended December 31, 2016, the Company issued convertible promissory notes, details of which are as follows: Convertible Redeemable note issued on October 18, 2016, amounting to $ 140,000 The key terms/features of the convertible note are as follows: 1. The maturity date of the Note is July 18, 2017 2. Interest on the unpaid principal balance of this Note shall accrue at the rate of 7 3. In the event the Note holder exercises the right of conversion, the conversion price will be equal to 80 4. The Company shall not be obligated to accept any conversion request before six months from the date of the note. 5. Conversion is limited to the holder beneficially holding not more than 9.99 Convertible Redeemable notes issued on October 18, 2016, amounting to $ 100,000 25,000 The key terms/features of the convertible note are as follows: 1. The maturity date of the Note is July 18, 2017 2. Interest on the unpaid principal balance of this Note shall accrue at the rate of 7 3. In the event the Note holder exercises the right of conversion, the conversion price will be equal to 57.5 4. The Company shall not be obligated to accept any conversion request before six months from the date of the note. 5. Conversion is limited to the holder beneficially holding not more than 9.99 Convertible promissory notes issued on July 14, 2016 and September 15, 2016, amounting to $ 75,000 30,000 The key terms/features of the convertible notes are as follows: 1. The maturity dates of the notes were January 13, 2017 March 14, 2017 2. Interest on the unpaid principal balance of this note shall accrue at the rate of 8 3. In the event the Note holder exercises the right of conversion, the conversion price will be equal to 52 4. The Company shall not be obligated to accept any conversion request before six months from the date of the note. 5. Conversion is limited to the holder beneficially holding not more than 4.99 Convertible promissory notes issued on March 1, 2016 amounting to $ 150,000 The key terms/features of the convertible notes are as follows: 1. The Holders have the right from six months after the date of issuance, and until any time until the Notes are fully paid, to convert any outstanding and unpaid principal portion of the Notes, into fully paid and nonassessable shares of Common Stock (par value $.0001). 2. The Notes are convertible at a fixed conversion price of 45 3. Interest on the unpaid principal balance of this Note shall accrue at the rate of twenty-four ( 24 4. Beneficial ownership is limited to 4.99 5. The Notes may be prepaid in whole or in part, at any time during the period beginning on the issue date and ending on the maturity date September 1, 2016, beginning at 100% of the outstanding principal, accrued interest and certain other amounts that may be due and owing under the Notes. Convertible Redeemable note issued on May 19, 2016, amounting to $ 75,000 The key terms/features of the convertible note are as follows: 1. The maturity date of the Note is May 19, 2017 2. Interest on the unpaid principal balance of this Note shall accrue at the rate of 8 3. In the event the Note holder exercises the right of conversion, the conversion price will be equal to 52 4. Conversion is limited to the holder beneficially holding not more than 4.99 Interest amounting to $ 49,336 Derivative liability The Notes B and C amounting to $150,000 and Note A amounting to $ 75,000 September 1, 2016 November 19, 2016 150,000 38,250 75,000 5,231 September 1 September 30 November 19 December 14 December 31 Initial valuation of derivative liability $ 849,431 100,640 Derivate liability 849,431 482,339 582,979 584,670 475,372 Effect of conversion (108,048) 10,692 - Change in fair value (259,044) (268,046) (377,344) |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 11. STOCKHOLDERS’ DEFICIT The Company’s authorized capital stock consists of 100,000,000 35,644,874 20,650,000 The Company has not declared any dividends in its fiscal year ended December 31, 2016 (December 31, 2015: $nil). Currently, the Company has no intention of paying cash dividends in the foreseeable future, but rather intends to use any future earnings for the development of its business in the foreseeable future. Capitalization The Company is authorized to issue 500,000,000 0.0001 35,644,874 20,000,000 0.0001 1,000,000 During the year ended December 31, 2016, the Company issued 500,000 Common Stock Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Subject to preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available therefor. Holders of common stock have no pre-emptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. The Company may issue additional shares of common stock which could dilute its current shareholder’s share value. On November 23, 2015, the Company issued 5,000,000 50,000 On November 25, 2015, the Company filed a registration statement on Form S-8 for 10,000,000 3,750,000 1,838,801 On March 17, 2016, the Company issued 65,000 0.50 32,500 12,500 20,000 During the year ended December 31, 2016, the Company issued 13,845,000 1,387,640 During the year ended December 31, 2016, the Company issued 1,500,000 584,874 38,250 5,231 Shares to be issued represent 80,000 52,000 Preferred Stock Shares of preferred stock may be issued from time to time in one or more series as may be determined by the board of directors. The board of directors may fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the stockholders of the Company, except that no holder of preferred stock shall have pre-emptive rights. Any shares of preferred stock so issued would typically have priority over the common stock with respect to dividend or liquidation rights. The board of directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or otherwise. |
LEASE AGREEMENT
LEASE AGREEMENT | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | 12. LEASE AGREEMENT The Company is party to a lease agreement dated October 1, 2015, with Hard Assets Capital Corp., for the lease of its office premises. The term of the lease was one year from the date of the agreement and provides for a base rent of $ 1,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 13. INCOME TAXES Income taxes 35 35 2016 2015 Net loss for the year $ (2,344,668) $ (2,748,266) Expected income tax recovery from net loss 820,634 961,893 Tax effect of expenses not deductible for income tax: Fair value of shares issued for services (485,674) (678,580) Change in valuation allowance (334,960) (283,313) - - Deferred tax assets Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 2016 2015 Deferred Tax Assets - Non-current: Tax effect of NOL Carryover $ 743,922 $ 408,962 Less valuation allowance (743,922) (408,962) Deferred tax assets, net of valuation allowance - - At December 31, 2016, the Company had net operating loss carryforwards of approximately $ 2,125,491 1,168,462 2036 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 14. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to March 31, 2017, the date the financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events: In January, February and March 2017, the Company issued an aggregate of 9,661,095 In March 2017, the Company issued 1,857,000 During February and March 2017, the Company issued 4,000,000 shares of common stock as consideration for consulting services. |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | CASH Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of December 31, 2016 and 2015. |
Prepaid Asset [Policy Text Block] | PREPAID ASSET Prepaid asset represents commitment fee owed by the Company to a certain investor in respect of a Securities Purchase Agreement entered into by the Company dated October 18, 2016. The Company has issued a convertible promissory note in respect of the commitment fee. The prepaid asset will be amortized using the straight-line method over the period of draw-down. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | INTANGIBLE ASSETS The Company operates an online chess site featuring sophisticated playing zones, game broadcasts with software analyses and top analysts' commentaries, education and other chess oriented resources. Intangible assets represents the amount incurred by the Company related to the development of the online chess gaming website. Under ASC 985-20, there are two main stages of software development. These stages are defined as: (A) When the technological feasibility is established, and (B) When the product is available for general release to customers. Costs incurred by the Company up to stage A have been expensed while costs incurred to move from stage A to stage B have been capitalized. The Company evaluates the recoverability of the infinite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. |
Revenue Recognition, Policy [Policy Text Block] | REVENUE RECOGNITION In accordance with ASC 605, revenue is recognized when persuasive evidence of an arrangement exists, services have been performed, the amount is fixed and determinable, and collection is reasonably assured. During the period ended December 31, 2016, the Company earned revenue of $ 5,918 4,500 1,418 |
Research, Development, and Computer Software, Policy [Policy Text Block] | SOFTWARE DEVELOPMENT COSTS The costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the application is substantially complete and ready for its intended use. These costs are amortized using the straight-line method over the estimated economic useful life of 5 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | CONCENTRATION OF RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2016. |
Income Tax, Policy [Policy Text Block] | INCOME TAXES Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2016, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. |
Earnings Per Share, Policy [Policy Text Block] | Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. Convertible promissory notes as at December 31, 2016 are likely to be converted into shares, however, due to losses, their effect would be antidilutive. As of December 31, 2016, convertible notes outstanding could be converted into 81,089,744 shares of common stock. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. The estimated fair value of cash, accounts payable, and accrued liabilities approximate their carrying values due to the short-term maturity of these instruments. |
CONVERTIBLE PROMISSORY NOTES (T
CONVERTIBLE PROMISSORY NOTES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Derivative Instruments [Table Text Block] | The Company recorded and fair valued the derivative liability as follows: September 1 September 30 November 19 December 14 December 31 Initial valuation of derivative liability $ 849,431 100,640 Derivate liability 849,431 482,339 582,979 584,670 475,372 Effect of conversion (108,048) 10,692 - Change in fair value (259,044) (268,046) (377,344) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The provision for income taxes is calculated at US corporate tax rate of approximately 35 35 2016 2015 Net loss for the year $ (2,344,668) $ (2,748,266) Expected income tax recovery from net loss 820,634 961,893 Tax effect of expenses not deductible for income tax: Fair value of shares issued for services (485,674) (678,580) Change in valuation allowance (334,960) (283,313) - - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Net deferred tax assets consist of the following components as of December 31: 2016 2015 Deferred Tax Assets - Non-current: Tax effect of NOL Carryover $ 743,922 $ 408,962 Less valuation allowance (743,922) (408,962) Deferred tax assets, net of valuation allowance - - |
NATURE OF OPERATIONS (Details T
NATURE OF OPERATIONS (Details Textual) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Jul. 06, 2015 | |
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||
Entity Incorporation, Date of Incorporation | Jul. 9, 2013 | ||
Common Stock Shares Offered | 1,500,000 | ||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Share Price | $ 0.50 |
GOING CONCERN (Details Textual)
GOING CONCERN (Details Textual) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Going Concern [Line Items] | ||
Working Capital Deficit | $ 1,957,318 | |
Retained Earnings (Accumulated Deficit) | $ 5,451,931 | $ 3,107,263 |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Revenues | $ 5,918 | $ 0 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 81,089,744 | |
Annual Membership Fees [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Revenues | $ 1,418 | |
Internet Chess Show [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Revenues | $ 4,500 | |
Software Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years |
INTANGIBLE ASSETS (Details Text
INTANGIBLE ASSETS (Details Textual) | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Capitalized Computer Software, Net | $ 137,611 |
ACCOUNTS PAYABLE AND ACCRUED 28
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Textual) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts Payable And Accrued Liabilities [Line Items] | ||
Accrued Professional Fees, Current | $ 336,111 | |
Accrual for Software Development Fee | $ 226,906 | 95,318 |
Accounts Payable and Accrued Liabilities, Current, Total | 277,518 | 480,919 |
Accrued Marketing Costs, Current | $ 13,650 | 28,500 |
Accrued Rent, Current | $ 9,000 |
RELATED PARTY TRANSACTIONS AN29
RELATED PARTY TRANSACTIONS AND BALANCES (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Management Fee Expense | $ 300,000 | $ 300,000 | |
Stock Issued During Period, Value, Issued for Services | 1,287,540 | 1,838,801 | |
Professional Fees | 954,289 | 2,033,611 | |
Accounts Payable, Related Parties, Current | $ 400,000 | $ 514,697 | 400,000 |
Two Directors [Member] | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services | 500,000 | ||
Management Services [Member] | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services | 52,000 | ||
Advisory And Other Services [Member] | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services | 3,750,000 | ||
Stock Issued During Period, Value, Issued for Services | $ 1,838,801 | ||
Rubin Schindermann [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts Payable, Related Parties, Current | $ 285,000 | ||
Alexander Starr [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts Payable, Related Parties, Current | 229,697 | ||
Majority Shareholder [Member] | |||
Related Party Transaction [Line Items] | |||
Management Fee Expense | $ 300,000 | $ 300,000 | |
Majority Shareholder [Member] | Management Services [Member] | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services | 10,000,000 | ||
Stock Issued During Period, Value, Issued for Services | $ 100,000 | ||
Majority Shareholder [Member] | Advisory And Other Services [Member] | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services | 1,000,000 | 3,000,000 | |
Professional Fees | $ 30,000 | $ 1,500,000 |
SHAREHOLDER ADVANCES (Details T
SHAREHOLDER ADVANCES (Details Textual) - Shareholder [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Shareholder Advances [Line Items] | ||
Due to Related Parties | $ 144,474 | $ 195,436 |
Repayments of Related Party Debt | $ 174,595 | $ 0 |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) | Dec. 14, 2016 | Sep. 30, 2016 | Sep. 01, 2016 | Dec. 31, 2016 | Nov. 19, 2016 | Dec. 31, 2015 |
Initial valuation of derivative liability | $ 849,431 | $ 100,640 | ||||
Derivate liability | $ 584,670 | $ 482,339 | $ 849,431 | $ 475,372 | $ 582,979 | $ 0 |
Effect of conversion | 10,692 | (108,048) | 0 | |||
Change in fair value | $ (268,046) | $ (259,044) | $ (377,344) |
CONVERTIBLE PROMISSORY NOTES 32
CONVERTIBLE PROMISSORY NOTES (Details Textual) - USD ($) | Dec. 14, 2016 | Sep. 15, 2016 | Jul. 14, 2016 | Oct. 18, 2016 | Sep. 02, 2016 | May 19, 2016 | Mar. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 06, 2015 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Convertible Promissory Notes [Member] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 24.00% | ||||||||
Debt Conversion Beneficial Ownership Percentage | 4.99% | 4.99% | ||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 52.00% | 45.00% | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||
Debt Instrument, Maturity Date | Mar. 14, 2017 | Jan. 13, 2017 | ||||||||
Redeemable Convertible Debt [Member] | ||||||||||
Convertible Notes Payable | $ 75,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 8.00% | ||||||||
Debt Conversion Beneficial Ownership Percentage | 9.99% | 4.99% | ||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 57.50% | 52.00% | ||||||||
Debt Instrument, Maturity Date | Jul. 18, 2017 | May 19, 2017 | ||||||||
Interest Expense, Debt | $ 49,336 | |||||||||
Convertible Notes Six [Member] | ||||||||||
Convertible Notes Payable | $ 100,000 | |||||||||
Convertible Notes Seven [Member] | ||||||||||
Convertible Notes Payable | 25,000 | |||||||||
Convertible Note Two [Member] | ||||||||||
Convertible Notes Payable | $ 150,000 | $ 150,000 | ||||||||
Debt Conversion, Original Debt, Amount | $ 38,250 | |||||||||
Convertiable Note Eight [Member] | ||||||||||
Convertible Notes Payable | $ 140,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |||||||||
Debt Conversion Beneficial Ownership Percentage | 9.99% | |||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 80.00% | |||||||||
Debt Instrument, Maturity Date | Jul. 18, 2017 | |||||||||
Convertible Note Three [Member] | ||||||||||
Convertible Notes Payable | $ 150,000 | |||||||||
Convertible Note One [Member] | ||||||||||
Convertible Notes Payable | $ 75,000 | $ 75,000 | ||||||||
Debt Instrument, Maturity Date | Nov. 19, 2016 | |||||||||
Debt Conversion, Original Debt, Amount | $ 5,231 | |||||||||
Convertible Note Two and Three [Member] | ||||||||||
Debt Instrument, Maturity Date | Sep. 1, 2016 | |||||||||
Convertible Note Four [Member] | ||||||||||
Convertible Notes Payable | $ 75,000 | |||||||||
Convertible Note Five [Member] | ||||||||||
Convertible Notes Payable | $ 30,000 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Textual) - USD ($) | Mar. 17, 2016 | Sep. 02, 2016 | Dec. 31, 2015 | Nov. 25, 2015 | Nov. 23, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 06, 2015 |
Stockholders' Deficit [Line Items] | ||||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||||
Common Stock, Shares, Issued | 20,650,000 | 35,644,874 | 20,650,000 | |||||
Common Stock, Shares, Outstanding | 20,650,000 | 35,644,874 | 20,650,000 | |||||
Stock Issued During Period, Value, New Issues | $ 32,500 | |||||||
Stock Issued During Period, Shares, New Issues | 65,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Equity Issuance Per Share | $ 0.50 | |||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 100,000 | $ 100,000 | ||||||
Stock Issued During Period, Value, Issued for Services | 1,287,540 | 1,838,801 | ||||||
Proceeds from Issuance of Common Stock | $ 20,000 | $ 12,500 | ||||||
Series A Preferred Stock [Member] | ||||||||
Stockholders' Deficit [Line Items] | ||||||||
Stock Issued During Period, Shares, Issued for Services | 1,000,000 | |||||||
Convertible Note Two [Member] | ||||||||
Stockholders' Deficit [Line Items] | ||||||||
Debt Conversion, Original Debt, Amount | $ 38,250 | |||||||
Advisory And Consultancy services [Member] | ||||||||
Stockholders' Deficit [Line Items] | ||||||||
Stock Issued During Period, Value, New Issues | $ 1,387,640 | |||||||
Stock Issued During Period, Shares, New Issues | 13,845,000 | |||||||
Management Services [Member] | ||||||||
Stockholders' Deficit [Line Items] | ||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 5,000,000 | |||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 50,000 | |||||||
Stock Issued During Period, Shares, Issued for Services | 52,000 | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 80,000 | |||||||
Advisory And Other Services [Member] | ||||||||
Stockholders' Deficit [Line Items] | ||||||||
Stock Issued During Period, Shares, Issued for Services | 3,750,000 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 1,838,801 | |||||||
Common Stock [Member] | ||||||||
Stockholders' Deficit [Line Items] | ||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 10,000,000 | 10,000,000 | ||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 1,000 | $ 1,000 | ||||||
Stock Issued During Period, Shares, Issued for Services | 2,845,000 | 3,750,000 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 285 | $ 375 | ||||||
Common Stock [Member] | Convertible Note Two [Member] | ||||||||
Stockholders' Deficit [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,500,000 | |||||||
Debt Conversion, Original Debt, Amount | $ 38,250 | |||||||
Common Stock [Member] | Convertiable Note Eight [Member] | ||||||||
Stockholders' Deficit [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 584,874 | |||||||
Debt Conversion, Original Debt, Amount | $ 5,231 | |||||||
Capitalization [Member] | ||||||||
Stockholders' Deficit [Line Items] | ||||||||
Common Stock, Shares Authorized | 500,000,000 | |||||||
Common Stock, Shares, Outstanding | 35,644,874 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||
Preferred Stock, Shares Authorized | 20,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||
Directors and Officers [Member] | Management Services [Member] | ||||||||
Stockholders' Deficit [Line Items] | ||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 10,000,000 | |||||||
Director [Member] | Series A Preferred Stock [Member] | ||||||||
Stockholders' Deficit [Line Items] | ||||||||
Stock Issued During Period, Shares, Issued for Services | 500,000 |
LEASE AGREEMENT (Details Textua
LEASE AGREEMENT (Details Textual) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Operating Leased Assets [Line Items] | |
Monthly Lease And Rental Expense | $ 1,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation [Line Items] | ||
Net loss for the year | $ (2,344,668) | $ (2,748,266) |
Expected income tax recovery from net loss | 820,634 | 961,893 |
Tax effect of expenses not deductible for income tax: | ||
Fair value of shares issued for services | (485,674) | (678,580) |
Change in valuation allowance | (334,960) | (283,313) |
Income Tax Expense (Benefit), Total | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Tax Assets - Non-current: | ||
Tax effect of NOL Carryover | $ 743,922 | $ 408,962 |
Less valuation allowance | (743,922) | (408,962) |
Deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Tax Assets Non Current [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 2,125,491 | $ 1,168,462 |
Operating Loss Expiration Period Description | 2,036 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - Subsequent Event [Member] - shares | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2017 | |
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services | 4,000,000 | ||
Convertible Promissory Notes [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services | 9,661,095 | ||
Debt Conversion, Converted Instrument, Shares Issued | 1,857,000 |