Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 01, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Target Group Inc. | ||
Entity Central Index Key | 0001586554 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 3,274,268 | ||
Trading Symbol | CBDY | ||
Entity Common Stock, Shares Outstanding | 153,694,313 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 303,438 | $ 56 |
Prepaid asset [Note 6] | 35,145 | 0 |
Sales tax recoverable, net of allowance [Note 7] | 220,525 | 0 |
Total current assets | 559,108 | 56 |
Long term assets | ||
Furniture and equipment | 856 | 0 |
Capital work in progress [Note 9] | 2,595,022 | 0 |
Goodwill [Note 10] | 3,594,195 | 0 |
Other assets | 31,496 | 0 |
Total long term assets | 6,221,569 | 0 |
Total assets | 6,780,677 | 56 |
Current liabilities | ||
Accounts payable and accrued liabilities [Note 11] | 1,739,765 | 109,741 |
Payable to related parties [Note 12] | 403,620 | 123,697 |
Shareholder advances [Note 13] | 209,046 | 304,322 |
Convertible promissory notes, net [Note 14] | 221,639 | 572,718 |
Derivative liability [Note 14] | 862,483 | 951,836 |
Total current liabilities | 3,436,553 | 2,062,314 |
Total liabilities | 3,436,553 | 2,062,314 |
Contingencies and commitments | ||
Stockholders' deficit | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; 1,000,000 shares issued and outstanding as at December 31, 2018 (1,000,000 shares outstanding as at December 31, 2017) [Note 15] | 100 | 100 |
Common stock, $0.0001 par value, 850,000,000 shares authorized, 93,624,289 common shares outstanding as at December 31, 2018 (14,973,819 common shares outstanding as at December 31, 2017) [Note 15] | 9,362 | 1,497 |
Stock subscription receivable [Note 15] | (220,319) | 0 |
Shares to be issued [Note 15] | 1,359,349 | 73,000 |
Additional paid-in capital | 11,346,467 | 5,057,758 |
Accumulated deficit | (9,094,954) | (7,194,613) |
Accumulated comprehensive income | (55,881) | 0 |
Total stockholders' deficit | 3,344,124 | (2,062,258) |
Total liabilities and stockholders' deficit | $ 6,780,677 | $ 56 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 1,000,000 |
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 850,000,000 | 850,000,000 |
Common Stock, Shares, Outstanding | 93,624,289 | 14,973,819 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
REVENUE | $ 263 | $ 15,434 |
OPERATING EXPENSES | ||
Commitment fee [Note 6] | 0 | 140,000 |
Advisory and consultancy fee | 77,159 | 36,000 |
Management services fee | 362,500 | 300,000 |
Salaries and wages | 332,337 | 0 |
Legal and professional fees | 314,428 | 109,739 |
Software development expense | 32,246 | 86,088 |
Impairment of intangible asset [Note 8] | 0 | 124,357 |
Website development and marketing expenses | 91,852 | 87,307 |
Rent and utilities | 36,072 | 14,849 |
Travel expenses | 0 | 11,874 |
Amortization of intangibles | 0 | 13,254 |
Office and general | 34,440 | 1,273 |
Total operating expenses | 1,281,034 | 924,741 |
OTHER INCOME AND EXPENSES | ||
Change in fair value of derivative liability | 323,946 | 955,305 |
Loss (Gain) on forgiveness/settlement of debt | 39,118 | (226,306) |
Interest and bank charges | 81,847 | 104,372 |
Exchange loss | 33,546 | 4 |
Day one interest expense | 62,288 | 0 |
Accretion expense | 2,923 | 0 |
Allowance for sales tax recoverable | 75,902 | 0 |
Total other expenses | 619,570 | 833,375 |
Net loss before income taxes | (1,900,341) | (1,742,682) |
Income taxes [Note 17] | 0 | 0 |
Net loss | (1,900,341) | (1,742,682) |
Foreign currency translation adjustment | (55,881) | 0 |
Comprehensive loss | $ (1,956,222) | $ (1,742,682) |
Loss per share, basic and diluted (in dollars per share) | $ (0.04) | $ (0.72) |
Weighted average shares - basic and diluted (in shares) | 46,202,047 | 2,413,677 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Shares To Be Issued [Member] | Stock Subscription Receivable [Member] | Additional Paid-in Capital [Member] | Accumulated deficit [Member] | Accumulated Comprehensive Income [Member} |
Balance at Dec. 31, 2016 | $ (1,819,707) | $ 100 | $ 4 | $ 52,000 | $ 0 | $ 3,580,120 | $ (5,451,931) | $ 0 |
Balance (in shares) at Dec. 31, 2016 | 1,000,000 | 35,645 | 80,000 | |||||
Shares to be issued as settlement for website development services [Note 15] | 21,000 | $ 0 | $ 0 | $ 21,000 | 0 | 0 | 0 | 0 |
Shares to be issued as settlement for website development services [Note 15] (in shares) | 0 | 0 | 35,000 | |||||
Shares issued as consideration for management services [Note 12] | 696,000 | $ 0 | $ 1,292 | $ 0 | 0 | 694,708 | 0 | 0 |
Shares issued as consideration for management services [Note 12] (in shares) | 0 | 12,920,000 | 0 | |||||
Shares issued as consideration for advisory and other services [Note 12] | 43,000 | $ 0 | $ 8 | $ 0 | 0 | 42,992 | 0 | 0 |
Shares issued as consideration for advisory and other services [Note 12] (in shares) | 0 | 96,079 | 0 | |||||
Shares issued on conversion of convertible promissory notes [Note 15] | 261,290 | $ 0 | $ 193 | $ 0 | 0 | 261,097 | 0 | 0 |
Shares issued on conversion of convertible promissory notes [Note 15] (in shares) | 0 | 1,922,094 | 0 | |||||
Change due to extinguishment of derivative liability on debt conversion | 478,841 | $ 0 | $ 0 | $ 0 | 0 | 478,841 | 0 | 0 |
Net loss | (1,742,682) | 0 | 0 | 0 | 0 | 0 | (1,742,682) | 0 |
Foreign currency translation | 0 | |||||||
Balance at Dec. 31, 2017 | (2,062,258) | $ 100 | $ 1,497 | $ 73,000 | 0 | 5,057,758 | (7,194,613) | 0 |
Balance (in shares) at Dec. 31, 2017 | 1,000,000 | 14,973,818 | 115,000 | |||||
Shares issued as consideration for management services [Note 12] | 84,000 | $ 0 | $ 553 | $ 0 | 0 | 83,447 | 0 | 0 |
Shares issued as consideration for management services [Note 12] (in shares) | 0 | 5,529,412 | 0 | |||||
Shares issued on conversion of convertible promissory notes [Note 15] | 281,421 | $ 0 | $ 2,081 | $ 0 | 0 | 279,340 | 0 | 0 |
Shares issued on conversion of convertible promissory notes [Note 15] (in shares) | 0 | 20,813,957 | 0 | |||||
Shares issued as consideration for consideration of the intellectual property rights [Note 15] | 27,000 | $ 0 | $ 0 | $ 27,000 | 0 | 0 | 0 | 0 |
Shares issued as consideration for consideration of the intellectual property rights [Note 15] (in shares) | 0 | 0 | 250,000 | |||||
Shares issued as consideration for consulting services and marketing expenses [Note 15] | 72,675 | $ 0 | $ 155 | $ 0 | 0 | 72,520 | 0 | 0 |
Shares issued as consideration for consulting services and marketing expenses [Note 15] (in shares) | 0 | 1,550,000 | 0 | |||||
Change due to extinguishment of derivative liability on debt conversion | 720,789 | $ 0 | $ 0 | $ 0 | 0 | 720,789 | 0 | 0 |
Shares issued on settlement of liability - Black Bridge [Note 15] | 342,500 | $ 0 | $ 250 | $ 0 | 0 | 342,250 | 0 | 0 |
Shares issued on settlement of liability - Black Bridge [Note 15] (in shares) | 0 | 2,500,000 | 0 | |||||
Shares issued as consideration for private placement [Note 15] | 2,515,374 | $ 0 | $ 2,276 | $ 1,259,349 | (220,319) | 1,474,068 | 0 | 0 |
Shares issued as consideration for private placement [Note 15] (in shares) | 0 | 22,757,102 | 40,337,532 | |||||
Shares and warrants issued for acquisition of subsidiary [Note 10 and 15] | 3,318,845 | $ 0 | $ 2,550 | $ 0 | 0 | 3,316,295 | 0 | 0 |
Shares and warrants issued for acquisition of subsidiary [Note 10 and 15] (in shares) | 0 | 25,500,000 | 0 | |||||
Net loss | (1,900,341) | $ 0 | $ 0 | $ 0 | 0 | 0 | (1,900,341) | 0 |
Foreign currency translation | (55,881) | 0 | 0 | 0 | 0 | 0 | 0 | (55,881) |
Balance at Dec. 31, 2018 | $ 3,344,124 | $ 100 | $ 9,362 | $ 1,359,349 | $ (220,319) | $ 11,346,467 | $ (9,094,954) | $ (55,881) |
Balance (in shares) at Dec. 31, 2018 | 1,000,000 | 93,624,289 | 40,702,532 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
OPERATING ACTIVITIES | ||
Net loss for the period | $ (1,900,341) | $ (1,742,682) |
Adjustment for non-cash items | ||
Loss (Gain) on forgiveness/settlement of debt | 39,118 | (226,306) |
Change in fair value of derivative | 323,946 | 955,305 |
Day one interest expense | 62,288 | 0 |
Accretion expense | 2,923 | 0 |
Amortization of intangibles | 0 | 13,254 |
Impairment of intangibles | 0 | 124,357 |
Shares issued/to be issued for advisory and other services | 174,675 | 739,000 |
Penalty Charged on Convertible Promissory Notes | 25,781 | 0 |
Allowance for sales tax recoverable | 75,902 | 0 |
Changes in operating assets and liabilities: | ||
Change in prepaid asset | (20,536) | 140,000 |
Change in sales tax recoverable | (172,905) | 0 |
Change in other assets | (31,496) | 0 |
Change in accounts payable and accrued liabilities | 721,179 | (264,982) |
Net cash used in operating activities | (699,466) | (262,054) |
INVESTING ACTIVITIES | ||
Amount invested on capital work in progress | (1,804,063) | 0 |
Net cash used in investing activities | (1,804,063) | 0 |
FINANCING ACTIVITIES | ||
(Repayment) and utilization of bank overdraft facility | (63,072) | 0 |
Repayment of shareholder advances | (286,473) | (48,236) |
Shareholder advances | 191,194 | 208,084 |
Proceeds from issuance of promissory notes | 354,000 | 86,000 |
Proceeds from private placements | 2,515,376 | 0 |
Net cash provided by financing activities | 2,711,025 | 245,848 |
Net increase (decrease) in cash during the period | 207,496 | (16,206) |
Effect of foreign currency translation | 95,886 | 0 |
Cash, beginning of period | 56 | 16,262 |
Cash, end of period | 303,438 | 56 |
NON CASH TRANSACTIONS | ||
Shares issued on conversion of debt | 310,052 | 0 |
Shares issued as consideration against liability | 9,000 | 0 |
Shares issued as consideration for acquisition | 3,318,842 | 0 |
Cash paid for interest | 0 | 0 |
Cash paid for taxes | $ 0 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. NATURE OF OPERATIONS Target Group Inc. (formerly known as Chess Supersite Corporation) (“Target Group” or “the Company”) was incorporated on July 2, 2013 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Target Group Inc. is a diversified and vertically integrated, progressive company with focus on both national and international presence. The Company owns and operates Canary Rx Inc, a final-stage, Canadian licensed producer, regulated under The Cannabis Act. Canary Rx Inc, operates a 44,000 square foot facility located in Norfolk County, Ontario, and has partnered with Dutch breeder, Serious Seeds, to cultivate exclusive & world class proprietary genetics. The Company has begun structuring multiple international production and distribution platforms and intends to continue rapidly expanding its global footprint as it focuses on building an iconic brand portfolio whose focus aims at developing cutting edge Intellectual Property among the medical and recreational cannabis markets. Target Group is committed to building industry-leading companies that transform the perception of cannabis and responsibly elevate the overall consumer experience. The Company’s current business is to produce, manufacture, distribute, and conduct sales of cannabis products. As of the current year end, the company has not produced, manufactured, distributed or sold any cannabis products. 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 shares of common stock (the “Shares”) of the Company, $0.0001 par value per share, offered by the holders thereof (the “Selling Shareholder Shares”), who are deemed to be statutory underwriters. The selling shareholders will offer their shares at a price of $0.50 per share, until the Company’s common stock is listed on a national securities exchange or is quoted on the OTC Bulletin Board (or a successor); after which, the selling shareholders may sell their shares at prevailing market or privately negotiated prices, including (without limitation) in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale. On July 13, 2015, the Company received a notice of effectiveness from the SEC for the registration of its shares. On July 3, 2018, the Company filed an amendment in its Articles of association to change its name to Target Group Inc. The Company was able to secure an OTC Bulletin Board symbol CBDY from Financial Industry Regulatory Authority (FINRA). On June 27, 2018, the Company entered into an Agreement and Plan of Share Exchange (“Exchange Agreement”) with Visava Inc., a private Ontario, Canada corporation (“Visava”). Visava owns 100% of Canary Rx Inc., a Canadian corporation that holds a leasehold interest in a parcel of property located in Ontario’s Garden Norfolk County for the production of cannabis. The Exchange Agreement provides that, subject to its terms and conditions, the Company issued to the Visava shareholders an aggregate of 25,500,000 |
BASIS OF PRESENTATION AND CONSO
BASIS OF PRESENTATION AND CONSOLIDATION | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 2. BASIS OF PRESENTATION AND CONSOLIDATION The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated 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 consolidated financial statements. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Significant intercompany accounts and transactions have been eliminated upon consolidation. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2018 | |
Going Concern [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | 3. GOING CONCERN The Company has minimal revenue since inception to date and has sustained operating losses during the year ended December 31, 2018. The Company had working capital deficit of $2,877,445 and an accumulated deficit of $9,094,954 as of December 31, 2018. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required. The accompanying consolidated 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 consolidated 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, sale of its equity or issuance of debt. 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, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES The preparation of consolidated 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 consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. 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, 2018 and 2017. GOODWILL AND INTANGIBLE ASSETS Goodwill and other identifiable intangible assets with indefinite lives that are not being amortized, such as trade names, are tested at least annually for impairment and are written down if impaired. Identifiable intangible assets with finite lives are amortized over their estimated useful lives and are reviewed for impairment whenever facts and circumstances indicate that their carrying values may not be fully recoverable. The intangible assets with definite lives are being amortized over its estimated useful lives of 5 years using the straight-line method. The Company operated 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 represented 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. During the year ended December 31, 2017, the intangible asset was written off based on management’s review and evaluation of its recoverability. With respect to goodwill, during the year ended December 31, 2018, the Company has identified no circumstances which would call for further evaluation of goodwill impairment. 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 year ended December 31, 2018, the Company earned revenue of $263 as membership fee for the Company’s chess gaming website. During the year ended December 31, 2017, the Company earned revenue of $15,434 which comprises of an amount of $13,882, which we invoiced as consideration for the revenue earned from ticket sales for 2017 Orlando Sunshine Open and $1,552 as membership fee for the Company’s chess gaming website. FOREIGN CURRENCY TRANSLATION The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the consolidated financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. 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 years starting from when the application is substantially complete and ready for its intended use. 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 had cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2018. 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, 2018, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. OPERATING LEASES The Company leases office space and the production facility under operating lease agreements. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term. LOSS PER COMMON SHARE 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, 2018 are likely to be converted into shares, however, due to losses, their effect would be antidilutive. As of December 31, 2018, convertible notes outstanding could be converted into 9,125,002 shares of common stock. CONVERTIBLE NOTES PAYABLE AND DERIVATIVE INSTRUMENTS The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of January 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. The Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. STOCK BASED COMPENSATION The Company accounts for stock based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. MARKETING EXPENSES Marketing and advertising expenditures are expensed in the annual period in which the expenditure is incurred. IMPAIRMENT OF LONG-LIVED ASSETS In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset or asset group, discounted at a rate commensurate with the risk involved. 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 consolidated 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 consolidated 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. The derivative liabilities of the promissory convertible notes are valued Level 3, refer to Note 15 for further details. |
RECENTLY ISSUED ACCOUNTING PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 5. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The Company qualifies as an Emerging Growth Company (EGC) and has elected the deferral period for all new standards. 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 November 2016, an accounting pronouncement was issued by the FASB to update the guidance related to the presentation of restricted cash. Under this Update, the amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in this Update should be applied using a retrospective transition method to each period presented. The adoption of this pronouncement did not have a material impact on the balance sheet and/or statement of operations. In May 2017, the FASB issued Accounting Standards Update (ASU) No. 2017-09, Compensation – Stock Compensation (Topic 718). The amendments in this ASU require that the company apply modification accounting when the company changes the terms or conditions of a share-based payment award. The amendments in this Update apply to all companies. They became effective for public business entities in the annual period ending after December 15, 2017, and interim periods within those fiscal years, with early application permitted. The adoption of this pronouncement did not have a material impact on the balance sheet and/or statement of operations. In July 2017, the FASB issued Accounting Standards Update (ASU) No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815). I. Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. The amendments in this Update apply to all companies. Part I becomes effective for public business entities in the annual period ending after December 15, 2018, and interim periods within those fiscal years, with early application permitted. Management does not expect to have a significant impact of this ASU on the Company’s financial statements. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will be evaluating the impact this standard will have on the Company’s consolidated financial statements. In June 2018, the FASB issued an accounting pronouncement (FASB ASU 2018-07) to expand the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the consolidated financial statements. On January 1, 2018, the Company adopted the accounting pronouncement issued by the FASB to clarify existing guidance on revenue recognition. This guidance includes the required steps to achieve the core principle that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company adopted this pronouncement on a modified retrospective basis. On January 1, 2018, the Company adopted the accounting pronouncement issued by the FASB to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance requires entities to show changes in the total of cash, cash equivalents and restricted cash in the combined statement of cash flows. This guidance was adopted on a retrospective basis, and such adoption did not have a material impact on consolidated balance sheet and/or statement of operations In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance revises the accounting related to leases by requiring lessees to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions. This ASU is effective for annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the consolidated financial statements. |
PREPAID ASSET
PREPAID ASSET | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Asset [Text Block] | 6. PREPAID ASSET At December 31, 2018, the Company had prepaid expenses of $35,145 compared to $nil as at December 31, 2017. The balance represents the retainer fees paid to the lawyer and security deposit for the leased land of the subsidiary’s facility. While as at December 31, 2016 prepaid asset represents a 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 asset was, however, written off in the statement of operations during the year ended December 31, 2017 because the benefit associated in form of the equity line of credit no longer existed. |
SALES TAX RECOVERABLE
SALES TAX RECOVERABLE | 12 Months Ended |
Dec. 31, 2018 | |
Sales Tax Recoverable [Abstract] | |
Sales Tax Recoverable [Text Block] | 7. SALES TAX RECOVERABLE At December 31, 2018, the Company had $294,033 of gross sales tax recoverable compared to $nil as at December 31, 2017. This is due to sales tax paid by the subsidiary on expenses incurred during the year which are recoverable from the government. The Company has recorded an allowance of 25% of the sales tax recoverable of $75,902 stemming from the potential uncollectible balances within the outstanding sales tax recoverable amount. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | 8. INTANGIBLE ASSETS The Company is continuing software development and is recognizing costs related to these activities as expenses during the year in which they are incurred. Intangible assets amounting to $137,611 were capitalized during the year ended and as at December 31, 2016. 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. During the year ended December 31, 2017, the intangible asset was written off based on management’s review and evaluation of its recoverability. |
CAPITAL WORK IN PROGRESS
CAPITAL WORK IN PROGRESS | 12 Months Ended |
Dec. 31, 2018 | |
Capital Work In Progress [Abstract] | |
Capital Work In Progress [Text Block] | 9. CAPITAL WORK IN PROGRESS The Company initiated construction on its 44,000 square foot cannabis cultivation facility in September of 2017. Since then, extensive demolition and structural upgrades have been carried out at the site. Construction remains on schedule for completion As at December 31, 2018, the Company has capitalized $2,595,022 in payments to multiple vendors for the construction of the facility. Construction in progress is not depreciated until ready for service. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 10. GOODWILL ASC Topic 805, “Business Combinations” requires that all business combinations be accounted for using the acquisition method and that certain identifiable intangible assets acquired in a business combination be recognized as assets apart from goodwill. ASC Topic 350, “Intangibles-Goodwill and Other” (“ASC 350”) requires goodwill and other identifiable intangible assets with indefinite useful lives not be amortized, such as trade names, but instead tested at least annually for impairment (which the Company tests each year end, absent any impairment indicators) and be written down if impaired. ASC 350 requires that goodwill be allocated to its respective reporting unit and that identifiable intangible assets with finite lives be amortized over their useful lives. On June 27, 2018, the Company entered into an Agreement and Plan of Share Exchange (“Exchange Agreement”) with Visava Inc., a private Ontario, Canada corporation (“Visava”). Visava owns 100% of Canary Rx Inc., a Canadian corporation that holds a leasehold interest in a parcel of property located in Ontario’s Garden Norfolk County for the production of cannabis. Pursuant to the Agreement, the Company acquired 100% of the issued and outstanding shares of Visava Inc. in exchange for the issuance of 25,500,000 shares of the Company’s Common Stock and will issue to the Visava shareholders, prorata Common Stock Purchase Warrants purchasing an aggregate of 25,000,000 shares of the Company’s Common Stock at a price per share of $0.10 for a period of two years following the issuance date of the Warrants. As a result of this transaction, Visava Inc. became a wholly owned subsidiary of the Company and the former shareholders of Visava Inc. owned approximately 46.27% of the Company’s shares of Common Stock. The transaction was closed effective August 2, 2018. This acquisition was accounted for using the acquisition method of accounting. The fair value of assets, liabilities and intangible assets and the purchase price allocation as of August 2, 2018 was as follows: Allocation of Purchase Price $ Prepaid and other receivables 15,368 Sales tax recoverable 133,614 Furniture and equipment 897 Capital work in progress 898,422 Total assets 1,048,301 Bank overdraft (63,693 ) Accounts payable (1,158,164 ) Payable to related parties (101,797 ) Total liabilities (1,323,654 ) Net liabilities (275,353 ) Goodwill 3,594,195 Total net assets acquired 3,318,842 $ Number of Common Stock 25,500,000 Market price on the date of issuance 0.067 Fair value of Common Stock 1,695,750 $ Number of warrants 25,000,000 Fair value price per warrant 0.065 Fair value of warrant 1,623,092 Fair value of Common Stock 1,695,750 Fair value of warrant 1,623,092 Purchase consideration 3,318,842 The fair value of these warrants was measured at the date of acquisition using the Black-Scholes option pricing model using the following assumptions: Forfeiture rate of 0%; Stock price of $0.067 per share; Exercise price of $0.10 per share Volatility at 329% Risk free interest rate of 2.66%; Expected life of 2 years; and Expected dividend rate of 0% As at December 31, 2018, there were 25,000,000 warrants outstanding, fully vested and with a remaining contractual life term of 1.59 years. Goodwill The Company tests for impairment of goodwill at the reporting unit level. In assessing whether goodwill is impaired, the Company utilize the two-step process as prescribed by ASC 350. The first step of this test compares the fair value of the reporting unit, determined based upon discounted estimated future cash flows, to the carrying amount, including goodwill. If the fair value exceeds the carrying amount, no further work is required and no impairment loss is recognized. If the carrying amount of the reporting unit exceeds the fair value, the goodwill of the reporting unit is potentially impaired and step two of the goodwill impairment test would need to be performed to measure the amount of an impairment loss, if any. In the second step, the impairment is computed by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of the goodwill. If the carrying amount of the reporting unit’s goodwill is greater than the implied fair value of its goodwill, an impairment loss in the amount of the excess is recognized and charged to statement of operations. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable amounting to $1,739,765 as at December 31, 2018, primarily represents consulting and construction services related to capital work in progress amounting to $ 1,330,693, interest on promissory notes amounting to $133,082, advertising and promotion services amounting to $332, marketing services cost amounting to $13,650, valuation fee accrual of $3,500, accounting fee accrual of $2,500 and review fee accrual of $3,000, and outstanding professional fees of $54,391. (2017: account payable for advertising and promotion amounting to $14,214, accrual for marketing services amounting to $13,650, and other accruals for professional services). |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 12. RELATED PARTY TRANSACTIONS AND BALANCES During the year ended December 31, 2018, $300,000 (December 31, 2017: $300,000) was recorded as management services fee payable to Rubin Schindermann and Alexander Starr, who are shareholders in the Company. The amount is included in the related party balance as at December 31, 2017. They were issued 5,529,412 shares (December 31, 2016: 12,920,000) for these services performed as of and for the year ended December 31, 2018. These were recorded at fair value. Advisory and consultancy fee includes $nil (December 31, 2017: $36,000) for Rubin Schindermann and Alexander Starr, who are shareholders in the Company. Amounts payable to Rubin Schindermann and Alexander Starr as at December 31, 2018 were $200,00 and $139,697, respectively (2017: $92,000 and $31,697, respectively). During the year ended December 31, 2017, Eric Schindermann, who is the son of Rubin Schindermann, became a lender to the Company by way of assignment of an existing promissory note liability of the Company amounting to $18,000. 1,591,556 shares of the Company’s common stock were issued to Eric Schindermann during the year end December 31, 2018, on full conversion of the debt. During the year ended December 31, 2018, a loan owed to one of the Company’s shareholders in the amount of $72,570 (CAD$99,000) was extinguished in exchange of 15,800,100 Class A common shares of the Company’s subsidiary Visava Inc. Thereby, a gain on loan settlement in the amount of $74,933 (CAD$99,000) was recorded. During the year ended December 31, 2018, $60,000 (December 31, 2017: $nil) was paid as remuneration for management services as salaries to Randal MacLeod, who is shareholder in the Company and President of the subsidiary, Visava. |
SHAREHOLDER ADVANCES
SHAREHOLDER ADVANCES | 12 Months Ended |
Dec. 31, 2018 | |
Shareholder Advances [Abstract] | |
Shareholder Advances [Text Block] | 13. 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, 2018 and 2017 was $209,046 and $304,322, respectively. The amounts repaid during the years ended December 31, 2018 and 2017 were $281,927 and $48,236, respectively. |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 14. CONVERTIBLE PROMISSORY NOTES During the year ended December 31, 2018, the Company issued convertible promissory notes, details of which are as follows: Convertible promissory note issued on December 24, 2018, amounting to $83,000 (Note P). Consistent with previous accounting treatment of similar financial instruments, no derivative liability is recognized for Note P as at December 31, 2018 due to the six month conversion clause as explained below. The key terms/features of the convertible note are as follows: 1. The maturity date of the Note is June 24, 2020. 2. Interest on the unpaid principal balance of this Note shall accrue at the rate of 12 % per annum. 3. In the event the Note holder exercises the right of conversion, the conversion price will be equal to 61% of the average of the three (3) lowest trading price of the Company’s common stock for the fifteen (15) trading days prior to the date of conversion. 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% of the Company’s then issued and outstanding common stock after the conversion. Convertible promissory note issued on November 28, 2018, amounting to $75,000 (Note O). The key terms/features of the convertible note are as follows: 1. The maturity date of the Note is November 28, 2019. 2. Interest on the unpaid principal balance of this Note shall accrue at the rate of 10 % per annum. 3. In the event the Note holder exercises the right of conversion, the conversion price will be equal to 52% of the lowest trading price of the Company’s common stock for the twenty (20) trading days prior to the date of conversion. 4. Conversion is limited to the holder beneficially holding not more than 4.99% of the Company’s then issued and outstanding common stock after the conversion. Convertible promissory note issued on September 5, 2018, amounting to $103,000 (Note N). Consistent with previous accounting treatment of similar financial instruments, no derivative liability is recognized for Note N as at December 31, 2018 due to the six month conversion clause as explained below. The key terms/features of the convertible note are as follows: 1. The maturity date of the Note is December 5, 2019. 2. Interest on the unpaid principal balance of this Note shall accrue at the rate of 12 % per annum. 3. In the event the Note holder exercises the right of conversion, the conversion price will be equal to 61% of the average of the three (3) lowest trading price of the Company’s common stock for the fifteen (15) trading days prior to the date of conversion. 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% of the Company’s then issued and outstanding common stock after the conversion. Convertible promissory note issued on August 9, 2018, amounting to $65,000 (Note M). The key terms/features of the convertible note are as follows: 1. The maturity date of the Note is September 9, 2019. 2. Interest on the unpaid principal balance of this Note shall accrue at the rate of 10% per annum. 3. In the event the Note holder exercises the right of conversion, the conversion price will be equal to 52% of the lowest closing bid price of the Company’s common stock for the twenty (20) trading days prior to the date of conversion. 4. Conversion is limited to the holder beneficially holding not more than 4.99% of the Company’s then issued and outstanding common stock after the conversion. Convertible promissory note issued on January 16, 2018, amounting to $28,000 (Note L). The key terms/features of the convertible note are as follows: 1. The maturity date of the Note was October 30, 2018. 2. Interest on the unpaid principal balance of this Note accrues at the rate of 12 % per annum. 3. In the event the Note holder exercises the right of conversion, the conversion price will be equal to 58% of the lowest closing bid price of the Company’s common stock for the fifteen (15) trading days prior to the date of conversion. 4. As maturity date has passed, the Company is now obligated to accept all conversion requests on the note. 5. Conversion is limited to the holder beneficially holding not more than 4.99% of the Company’s then issued and outstanding common stock after the conversion. During the year ended December 31, 2017, the Company issued convertible promissory notes, details of which are as follows: Convertible Redeemable note issued on November 28, 2017, amounting to $33,000 (Note K). The key terms/features of the convertible note are as follows: 1. The maturity date of the Note is March 10, 2019. 2. Interest on the unpaid principal balance of this Note shall accrue at the rate of 12 % per annum. 3. In the event the Note holder exercises the right of conversion, the conversion price will be equal to 58% of the lowest closing bid price of the Company’s common stock for the twenty (15) trading days prior to the date of conversion. During June 2018, an amendment to the note was executed where by the conversion price was fixed at $0.0151 per share. 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% of the Company’s then issued and outstanding common stock after the conversion. Convertible promissory note issued on May 5, 2017 amounting to $23,000 (Note J). The key terms/features of the convertible note are as follows: 1. The maturity date of the note was February 20, 2018 2. Interest on the unpaid principal balance of this note accrued at the rate of 12% per annum. 3. When the Note holder exercised the right of conversion, the conversion price was equal to 58% of the average of the three (3) lowest closing bid price of the Company’s common stock for the fifteen (15) trading days prior to the date of conversion. 4. The Company was not be obligated to accept any conversion request before six months from the date of the note. 5. Conversion was limited to the holder beneficially holding not more than 4.99% of the Company’s then issued and outstanding common stock after the conversion. Note J’s full principal amount and its associated accrued interest was converted during the year ended December 31, 2018. Convertible promissory note issued on January 31, 2017 amounting to $33,000 (Note I). The key terms/features of the convertible note are as follows: 1. The maturity date of the note was November 5, 2017 2. Interest on the unpaid principal balance of this note accrues at the rate of 12% per annum. 3. In the event the Note holder exercises the right of conversion, the conversion price will be equal to 58% of the average of the three (3) lowest closing bid price of the Company’s common stock for the fifteen (15) trading days prior to the date of conversion. 4. As maturity date has passed, the Company is now obligated to accept all conversion requests on the note. 5. Conversion is limited to the holder beneficially holding not more than 4.99% of the Company’s then issued and outstanding common stock after the conversion. 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 (Note H), representing commitment fee owed by the Company pursuant to Securities Purchase Agreement entered into by the Company dated October 18, 2016. The commitment fee was considered a prepaid asset. During the three months ended September 30, 2017, the pending S1 registration statement was withdrawn, removing the benefit associated with the prepaid asset. The amount was therefore written off as commitment fee in the statement of operations. During the quarter ended March 31, 2018, the Company obtained forgiveness of the liability and the interest associated with the note payable and recorded a gain of $153,471 as forgiveness of debt in the consolidated statement of operations. The key terms/features of the convertible note are as follows: 1. The maturity date of the Note was July 18, 2017. 2. Interest on the unpaid principal balance of this Note accrues at the rate of 7 % per annum. 3. In the event the Note holder exercises the right of conversion, the conversion price will be equal to 80% of the lowest trading price of the Company’s common stock for the twenty (20) trading days prior to the date of conversion. 4. As maturity date has passed, the Company is now obligated to accept all conversion requests on the note. 5. Conversion is limited to the holder beneficially holding not more than 9.99% of the Company’s then issued and outstanding common stock after the conversion. Convertible Redeemable notes issued on October 18, 2016, amounting to $100,000 and $25,000 (Notes F and G). The key terms/features of the convertible note are as follows: 1. The maturity date of the Note was July 18, 2017. 2. Interest on the unpaid principal balance of this Note accrues at the rate of 7 % per annum. 3. In the event the Note holder exercises the right of conversion, the conversion price will be equal to 57.5% of the lowest trading price of the Company’s common stock for the twenty (20) trading days prior to the date of conversion. 4. As maturity dates has passed, the Company is now obligated to accept all conversion requests on the note. 5. Conversion is limited to the holder beneficially holding not more than 9.99% of the Company’s then issued and outstanding common stock after the conversion. During the six months ended June 30, 2018, the Company entered into a Debt Exchange Agreement with the holder of the convertible note F and G. The outstanding principal amounts of the notes were extinguished and settled by issuance of 2,500,000 common shares of the Company. The Company recorded a loss of $267,522 as a result of this settlement. Convertible promissory note issued on May 13, 2016, amounting to $75,000 (Note D). The key terms/features of the convertible note are as follows: 1. The maturity date of the note was May 13, 2017. 2. Interest on the unpaid principal balance of this note accrues at the rate of 8 % per annum. 3. In the event the Note holder exercises the right of conversion, the conversion price will be equal to 52% of the lowest closing bid price of the Company’s common stock for the twenty (20) trading days prior to the date of conversion. 4. As maturity date has passed, the Company is now obligated to accept all conversion requests on the note. 5. Conversion is limited to the holder beneficially holding not more than 4.99% of the Company’s then issued and outstanding common stock after the conversion. Convertible promissory notes issued on March 1, 2016 amounting to $150,000 each to two investors (Notes B and C). 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 non–assessable shares of Common Stock (par value $.0001). 2. The Notes are convertible at a fixed conversion price of 45% of the lowest trading price of the Common Stock as reported on the OTC Pink maintained by the OTC Markets Group, Inc. upon which the Company’s shares are currently quoted, for the four (4) prior trading days including the day upon which a Notice of Conversion is received by the Company. During June 2018, an amendment to the note was executed where by the conversion price was fixed at $0.0151 per share. 3. Interest on the unpaid principal balance of this Note accrues at the rate of twenty-four (24 %) per annum. 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. Interest amounting to $67,923 was accrued for the year ended December 31, 2018 (2016: $99,195). All notes maturing prior to the date of this report are outstanding. Derivative liability During the year ended December 31, 2018, holders of convertible promissory notes converted principal and interest amounting to $318,494 and $5,281, respectively. The Company recorded and fair valued the derivative liability as follows: Derivative liability as at December 31, 2017 Conversions during the period Fair value adjustment Derivative liability as at 2018 Conversions during the period Change due to Issuances Fair value adjustment Derivative liability as at December 31, 2018 Note A — — — — — — — — Note B and C 534,214 (172,060 ) 598,991 961,145 (13,905 ) — (572,329 ) 374,911 Note D 87,821 (111,205 ) 134,372 110,988 (39,321 ) — (67,637 ) 4,030 Note F 98,276 (3,377 ) (35,206 ) 59,693 — — (48,745 ) 10,948 Note G 21,096 — 586 21,682 — — (17,706 ) 3,976 Note H 143,985 — (143,985 ) — — — — — Note I 39,048 — 104,274 143,322 (3,841 ) — (109,337 ) 30,144 Note J 27,396 (103,881 ) 76,485 — — — — — Note K — (232,111 ) 271,552 39,441 — — (23,762 ) 15,679 Note L — (56,266 ) 63,036 6,770 — — (6,770 ) — Note M — — 554,366 554,366 — — (449,185 ) 105,181 Note N — — — — — 102,380 (4,444 ) 97,936 Note O — — — — — 121,361 729 122,090 Note P — — — — — 98,927 (1,339 ) 97,588 951,836 (678,900 ) 1,624,471 1,897,407 (57,067 ) 322,668 (1,300,525 ) 862,483 During the quarter ended December 31, 2018, the Company changed its valuation method from Black-Scholes Model to Multinomial Lattice Model. This is considered a change in the Company’s estimate and therefore, it has been accounted prospectively. Key assumptions used for the valuation of convertible notes Derivative element of the convertible notes was fair valued using multinomial lattice model. Following assumptions were used to fair value these notes as at December 31, 2018: · Stock price of $0.0844 to $0.1700; · Projected annual volatility of 247.7% to 560.6%; · Discount rate of 47.75% to 66.01%; · Dividend yield of 0%; · Exercise price of $0.0151 to $0.0519 and · Liquidity term of 0.69 to 1.48 years; During the quarter ended December 31, 2018, the Company issued three (3) new notes, resulting in the initial derivative liability recognized in the amount of $322,668. As a result, the Company recorded an initial discount in the amount of $260,380 and a loss on issuance of notes (day one derivative) in the amount of $62,288. During the quarter, $2,923 of the discount has been amortized and the remaining portion expected to be amortized over the life of the notes in year ended December 31, 2019. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 15. STOCKHOLDERS’ DEFICIT On July 3, 2017, the Company filed an amended Certificate of Incorporation in Delaware to increase its authorized common stock to 20,000,000,000 shares. The Company’s authorized preferred stock remained at 20,000,000 shares. 1,000,000 shares of Preferred Stock having a par value of $0.0001 per share shall be designated as Series A Preferred Stock (“Series A Stock”). Dividends shall be declared and set aside for any shares of Series A Stock in the same manner and amount as for the Common Stock. Series A Stock, as a class, shall have voting rights equal to a multiple of 2X the number of shares of Common Stock issued and outstanding that are entitled to vote on any matter requiring shareholder approval. The Company, as authorized by its Board of Directors and stockholders, has approved a Reverse Split whereby record owners of the Company’s Common Stock as of the Effective Date, shall, after the Effective Date, own one share of Common Stock for every one thousand (1,000) held as of the Effective Date. As a result, an aggregate of $387,978 was reclassified from common stock to additional paid in capital. The Effective Date of this amendment was November 1, 2017. Effective September 25, 2018, the Company filed an amended Certificate of Incorporation in Delaware to decrease its authorized common stock to 850,000,000 shares. The Company’s authorized preferred stock remained at 20,000,000 shares. Capitalization The Company is authorized to issue 850,000,000 shares of common stock, par value $0.0001, of which 93,624,289 shares are outstanding as at December 31, 2018 (at December 31, 2017: 14,973,819 shares of common stock issued and outstanding). The Company is also authorized to issue 20,000,000 shares of preferred stock, par value $0.0001, of which 1,000,000 shares were outstanding as at December 31, 2018 and 2017. 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. During the quarter ended March 31, 2017, the Company issued 4,000 shares of common stock to individuals as consideration for advisory and consultancy services amounting to $36,000 which were recorded at fair value. During the quarter ended March 31, 2017, the Company issued 13,917 shares of common stock to individuals on conversion of convertible promissory notes amounting to $26,126, respectively. During the quarter ended March 31, 2017, the Company issued 20,000 shares of common stock each to Rubin Schindermann and Alexander Starr as consideration to settle outstanding management fee in the amount of $50,000 each, which were recorded at fair value. During the quarter ended June 30, 2017, the Company issued 234,458 shares of common stock to individuals on conversion of convertible promissory notes amounting to $181,530. During the quarter ended June 30, 2017, the Company issued 40,000 shares of common stock each to Rubin Schindermann and Alexander Starr as consideration to settle outstanding management fee in the amount of $108,000 each, which were recorded at fair value. During the quarter ended September 30, 2017, the Company issued 675,627 shares of common stock to individuals on conversion of convertible promissory notes amounting to $51,729. Of these shares, the Company issued 533,348,384 shares at $30,779 and as a result of the contractual conversion price adjustments, these shares were issued below par value, with the offsetting balance recorded as a reduction in additional paid-in capital in the amount of $22,556 during the three months ended September 30, 2017. During the quarter ended September 30, 2017, the Company issued 1,400,000 shares of common stock each to Rubin Schindermann and Alexander Starr as consideration to settle outstanding management fee in the amount of $140,000 each, which were recorded at fair value. During the quarter ended December 31, 2017, the Company issued 5,000,000 shares of common stock each to Rubin Schindermann and Alexander Starr as consideration to settle outstanding management fee in the amount of $50,000 each, which were recorded at fair value. During the year ended December 31, 2017, 533,348 shares of common stock were issued at a fair value which was lower than the par value of the shares. This resulted in a reduction in additional paid in capital amounting to $22,556. During the quarter ended March 31, 2018, the Company issued 5,529,412 shares of common stock to Rubin Schindermann and Alexander Starr as consideration to settle outstanding management fee recorded at fair value of $84,000, of which $9,000 had previously been recorded in Accounts Payable. Additionally, the Company issued 5,156,933 shares of common stock to individuals on conversion of convertible promissory notes amounting to $21,518 and 300,000 shares were issued as consideration for consulting services amounting to $3,600. During the quarter ended June 30, 2018, the Company issued 3,140,506 shares of common stock to individuals on conversion of convertible promissory notes amounting to $47,826 and 500,000 shares were issued as consideration for consulting services amounting to $22,500. Furthermore, the Company issued 2,500,000 shares of common stock to the note holder for settlement of debt. See Note 14 for detail. During the quarter ended September 30, 2018, the Company issued 4,551,990 shares of common stock to individuals on conversion of convertible promissory notes amounting to $85,695. In addition to that, the Company issued 25,500,000 shares of common stock to shareholders of Visava Inc. as per the Exchange Agreement mentioned in During the quarter ended December 31, 2018, the Company issued 7,964,528 shares of common stock to individuals on conversion of convertible promissory notes amounting to $126,384. During the year ended December 31, 2018, 63,094,634 shares of common stock to be issued as consideration for private placements. These were recorded at fair value of $2,735,545, based on the cash proceeds received by the Company. As part of consideration for the private placement, the Company also agreed to issue warrants to purchase 63,094,634 shares of common stock. Out of the total amount of shares to be issued, the Company issued 22,757,102 shares during quarter ended December 31, 2018. Refer below for additional details regarding the warrant issued under the subheading “Warrants”. Additionally, $215,680 were received as partial consideration for private placements and since signed agreements were executed during December 2018, the remaining balance of $220,319 has been classified as a Stock subscription receivable under equity. Shares to be issued include the following: 80,000 shares of common stock to be issued as compensation to advisers and consultants. These were recorded at fair value of $52,000, based on the market price of the Company’s stock on the date of issue. 35,000 to be issued as settlement of amount due for website development services amounting to $247,306. The fair value of the shares on the date of settlement was $21,000, resulting in gain on settlement amounting to $226,306 during year ended December 31, 2017. 40,337,532 shares of common stock to be issued as consideration for private placements. Proper allocation between common stock and additional paid in capital of the amount received will be completed in the period when the shares are issued. 250,000 shares of common stock to be issued as consideration of the intellectual property rights granted by Smit to the Company’s subsidiary. These were recorded at fair value of $27,000, based on the market price of the Company’s stock on the date of issue. 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. Warrants The fair value of the warrants issued to private placement purchasers was measured at the date of acquisition using the Black-Scholes option pricing model using the following assumptions: · Forfeiture rate of 0%; · Stock price between the range of $0.060 to $0.210 per share; · Exercise price between the range of $0.050 to $0.150 per share · Volatility at 646% · Risk free interest rate between the range of 2.52% to 2.96%; · Expected life of 2 and 3 years; and · Expected dividend rate of 0%. The fair value of these warrants was determined at $6,417,010. As at December 31, 2018, related to private placements, there were 63,094,634 warrants were outstanding, fully vested and with a remaining contractual life term of a range between 1.49 and 2.98 years. As at December 31, 2018, related to the acquisition of the Company’s subsidiary, there were 25,000,000 warrants outstanding, fully vested and with a remaining contractual life term of 1.59 years. |
LEASE AGREEMENT
LEASE AGREEMENT | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | 16. LEASE AGREEMENT The Company is a party to a 10-year lease agreement (initiated on July 2014) with respect to its facility to produce Medical Marijuana. Total rent for the building is $1,833 (CAD $2,500) plus applicable taxes per month until the notification of the right to produce under their application for approval as licensed producer under the Marijuana for Medical Purpose Regulation. to the notification, as of January 1st 2019 the rent increased to $18,326 (CAD $25,000) plus applicable taxes per month. The Company is also party to a five-year lease agreement dated August 29, 2018 for the lease of its office premises. Total rent for the premises is $1,298 plus applicable taxes per month. Future minimum rent payments for both leases are as follows: $ 2019 235,488 2020 235,488 2021 235,488 2022 235,488 2023 and onwards 340,252 1,282,204 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 17. INCOME TAXES Income taxes The Tax Cuts and Jobs Act (the “Act”) enacted on December 22, 2017 reduces the US federal corporate tax rate from 35% to 21% and requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. As of December 31, 2018, the Company has not completed the accounting for the tax effects of enactment of the Act; however, as described below, it has made a reasonable estimate of the effects on existing deferred tax balances. These amounts are provisional and subject to change. The provision for income taxes is calculated at US corporate tax rate of approximately 21% (2017: 35%) as follows: 2018 2017 Expected income tax recovery from net loss $ 399,072 $ 365,963 Tax effect of expenses not deductible for income tax: Annual effect of book/tax differences (131,861 ) (303,870 ) Change in valuation allowance (267,211 ) (62,093 ) — — 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. Net deferred tax assets consist of the following components as of December 31: 2018 2017 Tax effect of NOL Carryover $ 563,454 $ 452,343 Cumulative change due to reduced rate (156,117 ) Less valuation allowance (563,454 ) (296,226 ) — — At December 31, 2018, the Company performed a comprehensive analysis of its tax estimates and revised comparative figures accordingly, which had no net impact on deferred tax recorded. The Company had net operating loss carryforwards of approximately $2,683,112 (2017: $1,410,682) that may be offset against future taxable income from the year by 2038. No tax benefit has been reported in the December 31, 2018 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. The Company is taxed in the United States at the Federal level. All tax years since inception are open to examination because no tax returns have been filed. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 18. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to April 1, 2019, the date the consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events: (“Exchange Agreement”) (“CannaKorp”) The Exchange Agreement provides that, subject to its terms and conditions, the Company will issue to the CannaKorp shareholders an aggregate of 30,000,000 shares of the Company’s common stock, based on a price per share of $0.10, in exchange for 100% of the issued and outstanding common stock of CannaKorp held by the CannaKorp shareholders. In addition, the Company will issue Common Stock Purchase Warrants (“Warrants”) Under the terms of the Exchange Agreement, the Company is not obligated to consummate the share exchange unless the CannaKorp shareholders have tendered to the Company not less than 90% of the outstanding CannaKorp capital stock. Upon the closing of the Exchange Agreement, CannaKorp will continue its business operations as a subsidiary of the Company. The transaction was closed effective February 5, 2019 and therefore no major operational activity relevant to the reporting period took place. Future filings however would include required information and disclosure on operational activity of CannaKorp. During March 2019, the Company issued 30,407,712 shares pursuant to the Exchange Agreement explained above to the shareholder of CannaKorp. During January 2019, the Company received the remaining funds of $220,319 pertaining to private placements for which partial funds were received during the quarter ended December 31, 2018. As disclosed in Note 15, during March 2019, the Company issued 29,074,075 shares pursuant to private placement funds received during the year ended December 31, 2018. During March 2019, the Company issued 588,237 shares of common stock pursuant to conversion notices received from one of the holders of the convertible promissory notes. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | USE OF ESTIMATES The preparation of consolidated 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 consolidated 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, 2018 and 2017. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | GOODWILL AND INTANGIBLE ASSETS Goodwill and other identifiable intangible assets with indefinite lives that are not being amortized, such as trade names, are tested at least annually for impairment and are written down if impaired. Identifiable intangible assets with finite lives are amortized over their estimated useful lives and are reviewed for impairment whenever facts and circumstances indicate that their carrying values may not be fully recoverable. The intangible assets with definite lives are being amortized over its estimated useful lives of 5 years using the straight-line method. The Company operated 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 represented 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. During the year ended December 31, 2017, the intangible asset was written off based on management’s review and evaluation of its recoverability. With respect to goodwill, during the year ended December 31, 2018, the Company has identified no circumstances which would call for further evaluation of goodwill impairment. |
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 year ended December 31, 2018, the Company earned revenue of $263 as membership fee for the Company’s chess gaming website. During the year ended December 31, 2017, the Company earned revenue of $15,434 which comprises of an amount of $13,882, which we invoiced as consideration for the revenue earned from ticket sales for 2017 Orlando Sunshine Open and $1,552 as membership fee for the Company’s chess gaming website. |
Foreign Currency Translation [Policy Text Block] | FOREIGN CURRENCY TRANSLATION The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the consolidated financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
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 years starting from when the application is substantially complete and ready for its intended use. |
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 had cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2018. |
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, 2018, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. |
Operating Leases [Policy Text Block] | OPERATING LEASES The Company leases office space and the production facility under operating lease agreements. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term. |
Earnings Per Share, Policy [Policy Text Block] | LOSS PER COMMON SHARE 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, 2018 are likely to be converted into shares, however, due to losses, their effect would be antidilutive. As of December 31, 2018, convertible notes outstanding could be converted into 9,125,002 shares of common stock. |
Convertible Notes Payable and Derivative Instruments [Policy Text Block] | CONVERTIBLE NOTES PAYABLE AND DERIVATIVE INSTRUMENTS The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of January 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. The Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. |
Stock Based Compensation [Policy Text Block | STOCK BASED COMPENSATION The Company accounts for stock based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. |
Marketing Expenses [Policy Text Block] | MARKETING EXPENSES Marketing and advertising expenditures are expensed in the annual period in which the expenditure is incurred. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | IMPAIRMENT OF LONG-LIVED ASSETS In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset or asset group, discounted at a rate commensurate with the risk involved. |
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 consolidated 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 consolidated 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. The derivative liabilities of the promissory convertible notes are valued Level 3, refer to Note 15 for further details. |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | This acquisition was accounted for using the acquisition method of accounting. The fair value of assets, liabilities and intangible assets and the purchase price allocation as of August 2, 2018 was as follows: Allocation of Purchase Price $ Prepaid and other receivables 15,368 Sales tax recoverable 133,614 Furniture and equipment 897 Capital work in progress 898,422 Total assets 1,048,301 Bank overdraft (63,693 ) Accounts payable (1,158,164 ) Payable to related parties (101,797 ) Total liabilities (1,323,654 ) Net liabilities (275,353 ) Goodwill 3,594,195 Total net assets acquired 3,318,842 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | $ Number of Common Stock 25,500,000 Market price on the date of issuance 0.067 Fair value of Common Stock 1,695,750 $ Number of warrants 25,000,000 Fair value price per warrant 0.065 Fair value of warrant 1,623,092 Fair value of Common Stock 1,695,750 Fair value of warrant 1,623,092 Purchase consideration 3,318,842 |
CONVERTIBLE PROMISSORY NOTES (T
CONVERTIBLE PROMISSORY NOTES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Derivative Instruments [Table Text Block] | The Company recorded and fair valued the derivative liability as follows: Derivative liability as at December 31, 2017 Conversions during the period Fair value adjustment Derivative liability as at 2018 Conversions during the period Change due to Issuances Fair value adjustment Derivative liability as at December 31, 2018 Note A — — — — — — — — Note B and C 534,214 (172,060 ) 598,991 961,145 (13,905 ) — (572,329 ) 374,911 Note D 87,821 (111,205 ) 134,372 110,988 (39,321 ) — (67,637 ) 4,030 Note F 98,276 (3,377 ) (35,206 ) 59,693 — — (48,745 ) 10,948 Note G 21,096 — 586 21,682 — — (17,706 ) 3,976 Note H 143,985 — (143,985 ) — — — — — Note I 39,048 — 104,274 143,322 (3,841 ) — (109,337 ) 30,144 Note J 27,396 (103,881 ) 76,485 — — — — — Note K — (232,111 ) 271,552 39,441 — — (23,762 ) 15,679 Note L — (56,266 ) 63,036 6,770 — — (6,770 ) — Note M — — 554,366 554,366 — — (449,185 ) 105,181 Note N — — — — — 102,380 (4,444 ) 97,936 Note O — — — — — 121,361 729 122,090 Note P — — — — — 98,927 (1,339 ) 97,588 951,836 (678,900 ) 1,624,471 1,897,407 (57,067 ) 322,668 (1,300,525 ) 862,483 |
LEASE AGREEMENT (Tables)
LEASE AGREEMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum rent payments for both leases are as follows: $ 2019 235,488 2020 235,488 2021 235,488 2022 235,488 2023 and onwards 340,252 1,282,204 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 21% (2017: 35%) as follows: 2018 2017 Expected income tax recovery from net loss $ 399,072 $ 365,963 Tax effect of expenses not deductible for income tax: Annual effect of book/tax differences (131,861 ) (303,870 ) Change in valuation allowance (267,211 ) (62,093 ) — — |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Net deferred tax assets consist of the following components as of December 31: 2018 2017 Tax effect of NOL Carryover $ 563,454 $ 452,343 Cumulative change due to reduced rate (156,117 ) Less valuation allowance (563,454 ) (296,226 ) — — |
NATURE OF OPERATIONS (Details T
NATURE OF OPERATIONS (Details Textual) | 1 Months Ended | ||||
Jun. 27, 2018$ / sharesshares | Dec. 31, 2018ft²$ / sharesshares | Dec. 31, 2017$ / shares | Sep. 30, 2017ft² | Jul. 06, 2015$ / sharesshares | |
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||
Common Stock Shares Offered | shares | 1,500,000 | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Share Price | $ / shares | $ 0.50 | ||||
Area of Land | ft² | 44,000 | 44,000 | |||
Stock Issued During Period, Shares, New Issues | shares | 25,500,000 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 25,000,000 | 63,094,634 | |||
Shares Issued, Price Per Share | $ / shares | $ 0.10 | ||||
Visava Inc [Member] | |||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||
Canary Rx Inc [Member] | |||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 46.27% |
GOING CONCERN (Details Textual)
GOING CONCERN (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Going Concern [Line Items] | ||
Working Capital Deficit | $ 2,877,445 | |
Retained Earnings (Accumulated Deficit) | $ (9,094,954) | $ (7,194,613) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Revenues | $ 263 | $ 15,434 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 9,125,002 | |
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Finite-Lived Intangible Assets, Amortization Method | straight-line method. | |
Annual Membership Fees [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Revenues | $ 263 | 1,552 |
Ticket sales [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Revenues | $ 13,882 |
SALES TAX RECOVERABLE (Details
SALES TAX RECOVERABLE (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Value Added Tax Receivable, Current | $ 220,525 | $ 0 |
Percentage of Allowance on Value Added tax Recoverable | 25.00% | |
Allowance for sales tax recoverable | $ 75,902 | 0 |
Gross Sales | ||
Value Added Tax Receivable, Current | $ 294,033 | $ 0 |
PREPAID ASSET (Details Textual)
PREPAID ASSET (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expense, Current | $ 35,145 | $ 0 |
INTANGIBLE ASSETS (Details Text
INTANGIBLE ASSETS (Details Textual) | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Capitalized Computer Software, Net | $ 137,611 |
CAPITAL WORK IN PROGRESS (Detai
CAPITAL WORK IN PROGRESS (Details) | Dec. 31, 2018USD ($)ft² | Sep. 30, 2017ft² |
Area of Land | ft² | 44,000 | 44,000 |
Advances on Inventory Purchases | $ | $ 2,595,022 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | Dec. 31, 2018 | Aug. 02, 2018 | Dec. 31, 2017 |
Prepaid and other receivables | $ 15,368 | ||
Sales tax recoverable | 133,614 | ||
Furniture and equipment | 897 | ||
Capital wor in progress | 898,422 | ||
Total assets | 1,048,301 | ||
Bank overdraft | (63,693) | ||
Accounts payable | (1,158,164) | ||
Payable to related parties | (101,797) | ||
Total liabilities | (1,323,654) | ||
Net liabilities | (275,353) | ||
Goodwill | $ 3,594,195 | 3,594,195 | $ 0 |
Total net assets acquired | $ 3,318,842 |
GOODWILL (Details 1)
GOODWILL (Details 1) - USD ($) | 1 Months Ended | 12 Months Ended |
Jun. 27, 2018 | Dec. 31, 2018 | |
Goodwill [Line Items] | ||
Number of Shares | 25,500,000 | |
Purchase consideration | $ 3,318,842 | |
Common Stock [Member] | ||
Goodwill [Line Items] | ||
Number of Shares | 25,500,000 | |
Share Price | $ 0.067 | |
Fair value | $ 1,695,750 | |
Fair value of stock and Warrant | $ 1,695,750 | |
Warrant [Member] | ||
Goodwill [Line Items] | ||
Number of Shares | 25,000,000 | |
Share Price | $ 0.065 | |
Fair value | $ 1,623,092 | |
Fair value of stock and Warrant | $ 1,623,092 |
GOODWILL (Detail textual)
GOODWILL (Detail textual) - $ / shares | 1 Months Ended | 12 Months Ended |
Jun. 27, 2018 | Dec. 31, 2018 | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 25,500,000 | |
Class of Warrant or Right, Outstanding | 25,000,000 | |
Warrant Term | 1 year 7 months 2 days | |
Canary Rx Inc [Member] | ||
Business Acquisition Equity Interest Issuable Percentage | 46.27% | |
Canary Rx Inc [Member] | Common Stock Purchase Warrants [Member] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 25,000,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.10 | |
Measurement Input Forfeiture Rate [Member] | ||
Fair Value Assumptions Rate | 0.00% | |
Measurement Input, Share Price [Member] | ||
Fair Value Assumptions Price | 0.067% | |
Measurement Input, Exercise Price [Member] | ||
Fair Value Assumptions Price | 0.10% | |
Measurement Input, Price Volatility [Member] | ||
Fair Value Assumptions Rate | 329.00% | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Assumptions Rate | 2.66% | |
Measurement Input, Expected Term [Member] | ||
Fair Value Assumptions Term | 2 years | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Assumptions Rate | 0.00% | |
Visava Inc [Member] | ||
Equity Method Investment, Ownership Percentage | 100.00% |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts Payable And Accrued Liabilities [Line Items] | ||
Accrued Marketing Costs, Current | $ 13,650 | $ 13,650 |
Accrued Advertising, Current | 332 | $ 14,214 |
Accounts Payable and Accrued Liabilities | 1,739,765 | |
Accrued Consulting And Construction Services | 1,330,693 | |
Interest Payable, Current | 133,082 | |
Accrued Valuation Fee | 3,500 | |
Accrued Accounting Fee | 2,500 | |
Accrued Review Fee | 3,000 | |
Accrued Professional Fees, Current | $ 54,391 |
RELATED PARTY TRANSACTIONS AN_2
RELATED PARTY TRANSACTIONS AND BALANCES (Details Textual) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jun. 27, 2018shares | Dec. 31, 2018USD ($)shares | Mar. 31, 2017USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2018CAD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018CAD ($) | |
Related Party Transaction [Line Items] | ||||||||
Management Fee Expense | $ 362,500 | $ 300,000 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 126,384 | 43,000 | ||||||
Professional Fees | 77,159 | 36,000 | ||||||
Accounts Payable, Related Parties, Current | $ 403,620 | 403,620 | 123,697 | |||||
Notes Payable Current Transferred | $ 18,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 5,156,933 | 1,591,556 | 1,591,556 | |||||
Stock Issued During Period, Shares, New Issues | shares | 25,500,000 | |||||||
Gain (Loss) on Extinguishment of Debt | $ (39,118) | 226,306 | ||||||
Visava Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to Related Parties, Noncurrent | $ 72,570 | 72,570 | $ 99,000 | |||||
Gain (Loss) on Extinguishment of Debt | $ 74,933 | $ 99,000 | ||||||
Common Class A [Member] | Visava Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | shares | 15,800,100 | 15,800,100 | ||||||
Management Services [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 20,000 | 52,000 | 52,000 | |||||
Stock Issued During Period, Value, Issued for Services | $ 50,000 | |||||||
Rubin Schindermann [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accounts Payable, Related Parties, Current | 20,000 | $ 20,000 | 92,000 | |||||
Alexander Starr [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accounts Payable, Related Parties, Current | $ 139,697 | 139,697 | 31,697 | |||||
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 | shares | 5,529,412 | 5,529,412 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 12,920,000 | |||||||
Randal MacLeod [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Labor and Related Expense | $ 60,000 | $ 0 |
SHAREHOLDER ADVANCES (Details T
SHAREHOLDER ADVANCES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Shareholder Advances [Line Items] | ||
Due to Officers or Stockholders, Current | $ 209,046 | $ 304,322 |
Shareholder [Member] | ||
Shareholder Advances [Line Items] | ||
Due to Officers or Stockholders, Current | 209,046 | 304,322 |
Repayments of Related Party Debt | $ 281,927 | $ 48,236 |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Derivative liability | $ 1,897,407 | $ 951,836 |
Conversions during the period | (57,067) | (678,900) |
Change due to Issuances | 322,668 | |
Fair value adjustment | (1,300,525) | 1,624,471 |
Derivative liability | 862,483 | 1,897,407 |
Note A [Member] | ||
Derivative liability | 0 | 0 |
Conversions during the period | 0 | 0 |
Change due to Issuances | 0 | |
Fair value adjustment | 0 | 0 |
Derivative liability | 0 | 0 |
Note B and C [Member] | ||
Derivative liability | 961,145 | 534,214 |
Conversions during the period | (13,905) | (172,060) |
Change due to Issuances | 0 | |
Fair value adjustment | (572,329) | 598,991 |
Derivative liability | 374,911 | 961,145 |
Note D [Member] | ||
Derivative liability | 110,988 | 87,821 |
Conversions during the period | (39,321) | (111,205) |
Change due to Issuances | 0 | |
Fair value adjustment | (67,637) | 134,372 |
Derivative liability | 4,030 | 110,988 |
Note F [Member] | ||
Derivative liability | 59,693 | 98,276 |
Conversions during the period | 0 | (3,377) |
Change due to Issuances | 0 | |
Fair value adjustment | (48,745) | (35,206) |
Derivative liability | 10,948 | 59,693 |
Note G [Member] | ||
Derivative liability | 21,682 | 21,096 |
Conversions during the period | 0 | 0 |
Change due to Issuances | 0 | |
Fair value adjustment | (17,706) | 586 |
Derivative liability | 3,976 | 21,682 |
Note H [Member] | ||
Derivative liability | 0 | 143,985 |
Conversions during the period | 0 | 0 |
Change due to Issuances | 0 | |
Fair value adjustment | 0 | (143,985) |
Derivative liability | 0 | 0 |
Note I [Member] | ||
Derivative liability | 143,322 | 39,048 |
Conversions during the period | (3,841) | 0 |
Change due to Issuances | 0 | |
Fair value adjustment | (109,337) | 104,274 |
Derivative liability | 30,144 | 143,322 |
Note J [Member] | ||
Derivative liability | 0 | 27,396 |
Conversions during the period | 0 | (103,881) |
Change due to Issuances | 0 | |
Fair value adjustment | 0 | 76,485 |
Derivative liability | 0 | 0 |
Note K [Member] | ||
Derivative liability | 39,441 | 0 |
Conversions during the period | 0 | (232,111) |
Change due to Issuances | 0 | |
Fair value adjustment | (23,762) | 271,552 |
Derivative liability | 15,679 | 39,441 |
Note L [Member] | ||
Derivative liability | 6,770 | 0 |
Conversions during the period | 0 | (56,266) |
Change due to Issuances | 0 | |
Fair value adjustment | (6,770) | 63,036 |
Derivative liability | 0 | 6,770 |
Note M [Member] | ||
Derivative liability | 554,366 | 0 |
Conversions during the period | 0 | 0 |
Change due to Issuances | 0 | |
Fair value adjustment | (449,185) | 554,366 |
Derivative liability | 105,181 | 554,366 |
Note N [Member] | ||
Derivative liability | 0 | 0 |
Conversions during the period | 0 | 0 |
Change due to Issuances | 102,380 | |
Fair value adjustment | (4,444) | 0 |
Derivative liability | 97,936 | 0 |
Note O [Member] | ||
Derivative liability | 0 | 0 |
Conversions during the period | 0 | 0 |
Change due to Issuances | 121,361 | |
Fair value adjustment | 729 | 0 |
Derivative liability | 122,090 | 0 |
Note P [Member] | ||
Derivative liability | 0 | 0 |
Conversions during the period | 0 | 0 |
Change due to Issuances | 98,927 | |
Fair value adjustment | (1,339) | 0 |
Derivative liability | $ 97,588 | $ 0 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES (Details Textual) | Dec. 24, 2018USD ($) | Sep. 05, 2018USD ($) | Aug. 09, 2018USD ($) | May 05, 2017USD ($) | May 13, 2016USD ($) | May 01, 2016$ / shares | Nov. 28, 2018USD ($) | Oct. 30, 2018USD ($) | Nov. 30, 2017 | Jan. 31, 2017USD ($) | Oct. 18, 2016USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($)shares | Jun. 30, 2018USD ($)shares | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2018shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($)$ / shares | Nov. 28, 2017USD ($)$ / shares | Mar. 01, 2016USD ($) | Jul. 06, 2015$ / shares |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Interest Expense, Debt | $ 67,923 | $ 99,195 | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 85,695 | $ 47,826 | $ 21,518 | $ 51,729 | |||||||||||||||||||
Debt Conversion Beneficial Ownership Percentage | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 9.99% | 9.99% | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 5,156,933 | 1,591,556 | |||||||||||||||||||||
Derivative Liability, Current | $ 862,483 | $ 1,897,407 | $ 862,483 | $ 951,836 | |||||||||||||||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||||||||||||||||||
Derivative Liability, Measurement Input | 0 | 0 | |||||||||||||||||||||
Maximum [Member] | Measurement Input, Share Price [Member] | |||||||||||||||||||||||
Derivative Liability, Measurement Input | 0.1700 | 0.1700 | |||||||||||||||||||||
Maximum [Member] | Measurement Input, Exercise Price [Member] | |||||||||||||||||||||||
Derivative Liability, Measurement Input | 0.0519 | 0.0519 | |||||||||||||||||||||
Maximum [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||
Derivative Liability, Measurement Input | 560.6 | 560.6 | |||||||||||||||||||||
Maximum [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||||||
Derivative Liability, Measurement Input | 1.48 | 1.48 | |||||||||||||||||||||
Maximum [Member] | Measurement Input, Discount Rate [Member] | |||||||||||||||||||||||
Derivative Liability, Measurement Input | 66.01 | 66.01 | |||||||||||||||||||||
Minimum [Member] | Measurement Input, Share Price [Member] | |||||||||||||||||||||||
Derivative Liability, Measurement Input | 0.0844 | 0.0844 | |||||||||||||||||||||
Minimum [Member] | Measurement Input, Exercise Price [Member] | |||||||||||||||||||||||
Derivative Liability, Measurement Input | 0.0151 | 0.0151 | |||||||||||||||||||||
Minimum [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||
Derivative Liability, Measurement Input | 247.7 | 247.7 | |||||||||||||||||||||
Minimum [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||||||
Derivative Liability, Measurement Input | 0.69 | 0.69 | |||||||||||||||||||||
Minimum [Member] | Measurement Input, Discount Rate [Member] | |||||||||||||||||||||||
Derivative Liability, Measurement Input | 47.75 | 47.75 | |||||||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||||||||
Interest Expense, Debt | $ 5,281 | ||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 318,494 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 4,551,990 | 2,500,000 | |||||||||||||||||||||
Note B and C [Member] | |||||||||||||||||||||||
Convertible Notes Payable | $ 150,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 24.00% | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 100.00% | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 1, 2016 | ||||||||||||||||||||||
Debt Instrument Convertible Threshold Percentage Of StockPrice Trigger Description | The Notes are convertible at a fixed conversion price of 45% of the lowest trading price of the Common Stock as reported on the OTC Pink maintained by the OTC Markets Group, Inc. upon which the Company’s shares are currently quoted, for the four (4) prior trading days including the day upon which a Notice of Conversion is received by the Company | ||||||||||||||||||||||
Conversion Price Percentage | 45 | ||||||||||||||||||||||
Debt Conversion Beneficial Ownership Percentage | 4.99% | ||||||||||||||||||||||
Derivative Liability, Current | $ 374,911 | $ 961,145 | 374,911 | 534,214 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.0151 | ||||||||||||||||||||||
Note D | |||||||||||||||||||||||
Convertible Notes Payable | $ 75,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 52.00% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | May 13, 2017 | ||||||||||||||||||||||
Note F [Member] | |||||||||||||||||||||||
Convertible Notes Payable | $ 100,000 | ||||||||||||||||||||||
Derivative Liability, Current | 10,948 | 59,693 | 10,948 | 98,276 | |||||||||||||||||||
Note F and G | |||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 18, 2017 | ||||||||||||||||||||||
Debt Conversion Beneficial Ownership Percentage | 267522.00% | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,500,000 | ||||||||||||||||||||||
Note G [Member] | |||||||||||||||||||||||
Convertible Notes Payable | $ 25,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 57.50% | ||||||||||||||||||||||
Derivative Liability, Current | 3,976 | 21,682 | 3,976 | 21,096 | |||||||||||||||||||
Note H [Member] | |||||||||||||||||||||||
Convertible Notes Payable | $ 140,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 80.00% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 18, 2017 | ||||||||||||||||||||||
Gain On Forgiveness Or Settlement Of Debt | $ 153,471 | ||||||||||||||||||||||
Derivative Liability, Current | 0 | $ 0 | 0 | $ 143,985 | |||||||||||||||||||
Note I | |||||||||||||||||||||||
Convertible Notes Payable | $ 33,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 58.00% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 5, 2017 | ||||||||||||||||||||||
Note J | |||||||||||||||||||||||
Convertible Notes Payable | $ 23,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 58.00% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 20, 2018 | ||||||||||||||||||||||
Note K | |||||||||||||||||||||||
Convertible Notes Payable | $ 33,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 58.00% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 10, 2019 | ||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.0151 | ||||||||||||||||||||||
Note L | |||||||||||||||||||||||
Convertible Notes Payable | $ 28,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 58.00% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 30, 2018 | ||||||||||||||||||||||
Note M | |||||||||||||||||||||||
Convertible Notes Payable | $ 65,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 52.00% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 9, 2019 | ||||||||||||||||||||||
Note N | |||||||||||||||||||||||
Convertible Notes Payable | $ 103,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 61.00% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 5, 2019 | ||||||||||||||||||||||
Note O | |||||||||||||||||||||||
Convertible Notes Payable | $ 75,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 52.00% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 28, 2018 | ||||||||||||||||||||||
Note P | |||||||||||||||||||||||
Convertible Notes Payable | $ 83,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 61.00% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 24, 2018 | ||||||||||||||||||||||
New Notes | |||||||||||||||||||||||
Derivative Liability, Current | 322,668 | $ 322,668 | |||||||||||||||||||||
Discount on Derivative Liability | 260,380 | ||||||||||||||||||||||
Loss on Issuance of Derivative Liability | 62,288 | ||||||||||||||||||||||
Amortized Discount on Derivative Liability | $ 2,923 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Textual) - USD ($) | Nov. 01, 2017 | Jun. 27, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 03, 2017 | Jul. 06, 2015 |
Stockholders' Deficit [Line Items] | ||||||||||||||
Common Stock, Shares Authorized | 850,000,000 | 850,000,000 | 850,000,000 | 850,000,000 | 20,000,000,000 | |||||||||
Common Stock, Shares, Outstanding | 93,624,289 | 14,973,819 | 93,624,289 | 14,973,819 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 2,515,374 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 25,500,000 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 5,000,000 | 1,400,000 | ||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 50,000 | $ 140,000 | $ 84,000 | $ 696,000 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 126,384 | $ 43,000 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,156,933 | 1,591,556 | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 85,695 | $ 47,826 | $ 21,518 | $ 51,729 | ||||||||||
Adjustments to Additional Paid in Capital, Stock Split | $ 387,978 | |||||||||||||
Stockholders' Equity, Reverse Stock Split | own one share of Common Stock for every one thousand (1,000​​​​​​​) | |||||||||||||
Stock holders Equity Post Reverse Stock Split | 35,000 | 35,000 | ||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 500,000 | 300,000 | 533,348,384 | |||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 22,500 | $ 3,600 | $ 30,779 | |||||||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt, Subsequent Adjustments | $ 22,556 | |||||||||||||
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Accounts Payable, Related Parties, Current | $ 403,620 | $ 123,697 | $ 403,620 | $ 123,697 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 25,000,000 | 63,094,634 | 63,094,634 | |||||||||||
Share based Compensation Share based payments Forfeiture Rate | 0.00% | |||||||||||||
Share Price | $ 0.50 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 646.00% | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 2.52% | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.96% | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||
Class of Warrant or Right, Outstanding | 25,000,000 | 25,000,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 7 months 2 days | |||||||||||||
Proceeds from Issuance of Private Placement | $ 2,515,376 | 0 | ||||||||||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 220,319 | $ 0 | $ 220,319 | 0 | ||||||||||
Maximum [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Share Price | $ 0.210 | $ 0.210 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | 0.150 | $ 0.150 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years | |||||||||||||
Minimum [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Share Price | 0.060 | $ 0.060 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.050 | $ 0.050 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years | |||||||||||||
Private Placement [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 63,094,634 | |||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 2,735,545 | |||||||||||||
Class of Warrant or Right, Outstanding | 63,094,634 | 63,094,634 | ||||||||||||
Proceeds from Issuance of Private Placement | $ 215,680 | |||||||||||||
Private Placement [Member] | Maximum [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 11 months 23 days | |||||||||||||
Private Placement [Member] | Minimum [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 5 months 26 days | |||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 234,458 | |||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 181,530 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,551,990 | 2,500,000 | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 318,494 | |||||||||||||
Advisory And Consultancy services [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 4,000 | 80,000 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 36,000 | |||||||||||||
Management Services [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 40,000 | |||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 108,000 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | 20,000 | 52,000 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 50,000 | |||||||||||||
Website Development Services [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 247,306 | |||||||||||||
Gain Loss On Settlement Of Website Development Service Cost | $ 226,306 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 2,276 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 22,757,102 | |||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 5,529,412 | 12,920,000 | ||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 553 | $ 1,292 | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 96,079 | |||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 8 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 7,964,528 | 3,140,506 | 675,627 | |||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 20,813,957 | 1,922,094 | ||||||||||||
Common Stock [Member] | Lower Than Par Value [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 22,556 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 533,348 | |||||||||||||
Common Stock [Member] | Visava Inc [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 25,500,000 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | 750,000 | |||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 46,575 | |||||||||||||
Shares To Be Issued | 40,337,532 | |||||||||||||
Common Stock [Member] | Convertible Promissory Notes [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 13,917 | |||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 26,126 | |||||||||||||
Common Stock [Member] | Website Development Services [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 21,000 | |||||||||||||
Capitalization [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Common Stock, Shares Authorized | 850,000,000 | 850,000,000 | ||||||||||||
Common Stock, Shares, Outstanding | 93,624,289 | 14,973,819 | 93,624,289 | 14,973,819 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Warrant [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 1,623,092 | $ 1,623,092 | ||||||||||||
Warrant [Member] | Private Placement [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 6,417,010 | $ 6,417,010 | ||||||||||||
Intellectual Property [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 250,000 | |||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 27,000 | |||||||||||||
Rubin Schindermann [Member] | ||||||||||||||
Stockholders' Deficit [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 5,529,412 | |||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 84,000 | |||||||||||||
Accounts Payable, Related Parties, Current | $ 9,000 |
LEASE AGREEMENT (Details)
LEASE AGREEMENT (Details) | Dec. 31, 2018USD ($) |
2019 | $ 235,488 |
2020 | 235,488 |
2021 | 235,488 |
2022 | 235,488 |
2023 and onwards | 340,252 |
Total | $ 1,282,204 |
LEASE AGREEMENT (Details Textua
LEASE AGREEMENT (Details Textual) | 12 Months Ended | |
Dec. 31, 2018USD ($) | Dec. 31, 2018CAD ($) | |
Operating Leased Assets [Line Items] | ||
Operating Leases, Rent Expense, Minimum Rentals | $ 1,833 | $ 2,500 |
Operating Leases, Rent Expense, Net | $ 18,326 | $ 25,000 |
Lessee, Operating Lease, Term of Contract | 10 years | 10 years |
Premises [Member] | ||
Operating Leased Assets [Line Items] | ||
Operating Leases, Rent Expense, Minimum Rentals | $ 1,298 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation [Line Items] | ||
Expected income tax recovery from net loss | $ 399,072 | $ 365,963 |
Tax effect of expenses not deductible for income tax: | ||
Annual effect of book/tax differences | (131,861) | (303,870) |
Change in valuation allowance | (267,211) | (62,093) |
Income Tax Expense (Benefit), Total | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | |
Deferred Tax Assets - Non-current: | ||
Tax effect of NOL Carryover | $ 452,343 | $ 563,454 |
Cumulative change due to reduced rate | (156,117) | |
Less valuation allowance | (296,226) | (563,454) |
Deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred Tax Assets Non Current [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 2,683,112 | $ 1,410,682 |
Operating Loss Expiration Period Description | 2038 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 21.00% |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Jan. 31, 2019 | Jan. 25, 2019 | Jun. 27, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Subsequent Event [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 25,500,000 | |||||
Shares Issued, Price Per Share | $ 0.10 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 25,000,000 | 63,094,634 | ||||
Proceeds from Issuance of Private Placement | $ 2,515,376 | $ 0 | ||||
Private Placement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Issuance of Private Placement | $ 215,680 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 588,237 | |||||
Shares Issued, Price Per Share | $ 0.10 | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,200,000 | |||||
Percentage Tendered of the Capital Stock for Exchange | 90.00% | |||||
Proceeds from Issuance of Private Placement | $ 220,319 | |||||
Subsequent Event [Member] | Private Placement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 29,074,075 | |||||
Subsequent Event [Member] | CannaKorp [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 30,407,712 | 30,000,000 |