Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2017USD ($)shares | |
Document And Entity Information | |
Entity Registrant Name | BioCrude Technologies USA, Inc. |
Entity Central Index Key | 1,690,384 |
Document Type | 10-K |
Document Period End Date | Dec. 31, 2017 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity a Well-known Seasoned Issuer | No |
Entity a Voluntary Filer | No |
Entity's Reporting Status Current | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Public Float | $ | $ 0 |
Entity Common Stock, Shares Outstanding | shares | 50,054,643 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 76,839 | $ 168 |
Prepaid expenses | 33,670 | |
TOTAL ASSETS | 110,509 | 168 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 14,274 | 2,784 |
Accounts payable and accrued liabilities - related parties | 263,218 | 175,215 |
Convertible notes | 20,387 | 37,825 |
Loans payable | 123,473 | 115,272 |
TOTAL LIABILITIES | 421,352 | 331,096 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value shares authorized, 50,054,643 and 49,508,103 shares issued and outstanding as at December 31, 2017 and 2016, respectively | 50,054 | 49,805 |
Additional Paid in Capital | 6,358,560 | 5,934,725 |
Accumulated other comprehensive income | 28,700 | 28,700 |
Deficit | (6,748,157) | (6,344,158) |
TOTAL STOCKHOLDERS' DEFICIT | (310,843) | (330,928) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 110,509 | $ 168 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 75,000,000 | 75,000,000 |
Common stock, issued | 50,054,643 | 49,508,103 |
Common stock, outstanding | 50,054,643 | 49,508,103 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
OPERATING EXPENSES | ||
General and administrative | $ 388,257 | $ 184,025 |
LOSS FROM OPERATIONS | (388,257) | (184,025) |
Foreign exchange expenses | (66) | |
Interest Expense | (15,676) | (6,597) |
NET LOSS | (403,999) | (190,622) |
OTHER COMPREHENSIVE LOSS | ||
Translation to reporting currency | (3,424) | |
COMPREHENSIVE LOSS | $ (403,999) | $ (194,046) |
Loss per share - basic and diluted (in dollars per share) | $ (0.01) | $ 0 |
Weighted average number of shares outstanding - basic and diluted (in shares) | 49,866,603 | 49,806,803 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Shares [Member] | Additional Paid in Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2015 | $ 45,473 | $ 5,837,501 | $ 32,124 | $ (6,153,536) | $ (238,438) |
Beginning balance (in shares) at Dec. 31, 2015 | 45,472,843 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based payments | $ 24 | 24,274 | $ 24,298 | ||
Share-based payments (in shares) | 24,100 | 24,100 | |||
Issuance of common stock for debt conversion | $ 4,305 | 67,951 | $ 72,256 | ||
Issuance of common stock for debt conversion (in shares) | 4,305,302 | 4,305,302 | |||
Proceeds from issuance of common stock for cash | $ 3 | 4,999 | $ 5,002 | ||
Proceeds from issuance of common stock for cash (in shares) | 2,858 | ||||
Issuance of common stock for settlement of interest | |||||
Issuance of stock as referral fee for convertible notes | |||||
Foreign exchange translation adjustments | (3,424) | (3,424) | |||
Beneficial conversion feature | |||||
Net loss | (190,622) | (190,622) | |||
End balance at Dec. 31, 2016 | $ 49,805 | 5,934,725 | 28,700 | (6,344,158) | (330,928) |
End balance (in shares) at Dec. 31, 2016 | 49,805,103 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based payments | $ 113 | 197,467 | $ 197,580 | ||
Share-based payments (in shares) | 113,011 | 113,011 | |||
Issuance of common stock for debt conversion | $ 84 | 128,653 | $ 128,737 | ||
Issuance of common stock for debt conversion (in shares) | 84,290 | 84,290 | |||
Proceeds from issuance of common stock for cash | $ 28 | 48,725 | $ 48,753 | ||
Proceeds from issuance of common stock for cash (in shares) | 27,860 | ||||
Issuance of common stock for settlement of interest | $ 2 | 2,778 | $ 2,780 | ||
Issuance of common stock for settlement of interest (in shares) | 1,589 | 1,589 | |||
Issuance of stock as referral fee for convertible notes | $ 22 | 39,860 | $ 39,882 | ||
Issuance of stock as referral fee for convertible notes (in shares) | 22,790 | 22,790 | |||
Beneficial conversion feature | 6,352 | $ 6,352 | |||
Net loss | (403,999) | (403,999) | |||
End balance at Dec. 31, 2017 | $ 50,054 | $ 6,358,560 | $ 28,700 | $ (6,748,157) | $ (310,843) |
End balance (in shares) at Dec. 31, 2017 | 50,054,643 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASHFLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (403,999) | $ (190,622) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Accretion and other non-cash interest | 6,895 | |
Share based Compensation | 197,580 | 24,298 |
Shares issued for debt issue costs | 6,211 | |
Foreign exchange | 18,247 | |
Changes in operating assets and liabilities | ||
Accounts payable and accruals | 11,491 | 2,770 |
Accounts payable and accrued liabilities-related party | 5,327 | |
Net cash used in operating activities | (163,575) | (158,227) |
CASH FLOWS FROM FINANCING ACTIVIITIES: | ||
Advances from related parties | 79,115 | 108,728 |
Proceeds from issuance of convertible debt | 112,378 | 44,452 |
Proceeds from private placement | 48,753 | 5,002 |
Net cash provided by financing activities | 240,246 | 158,182 |
Effect of exchange rate changes on cash | 213 | |
NET INCREASE IN CASH | 76,671 | 168 |
CASH BEGINNING | 168 | |
CASH ENDING | 76,839 | 168 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION | ||
Cash paid for income taxes | ||
Interest paid | ||
NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Beneficial conversion feature discount related to the issuance of convertible debt | 6,352 | |
Conversion of convertible debt to common stock | 128,737 | |
Conversion of amounts due to shareholder to convertible debt | 72,256 | |
Issuance of common stock to settle interest payable | 2,780 | |
Issuance of common stock as referral fee for convertible notes | $ 39,882 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION Nature of Operations Biocrude Technologies USA, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on December 29, 2015. The Company’s principal business objective is to provide resource management expertise and services, catering to commercial, municipal, and industrial customers, primarily in the areas of solid waste management and recycling services. The Company’s consolidated financial statements are prepared on a going concern basis in accordance with US generally accepted accounting principles (“GAAP”) which contemplate the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company has not generated operating revenues to date, and has accumulated losses of $6,748,157 since inception. The Company has funded its operations through the issuance of capital stock, convertible debt, loans, and advances from related parties. Management plans to raise additional funds through equity and/or debt financings. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The Company’s ability to continue its operations as a going concern, realize the carrying value of its assets, and discharge its liabilities in the normal course of business is dependent upon its ability to raise new capital sufficient to fund its commitments and ongoing losses, and ultimately on generating profitable operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation These consolidated financial statements and related notes are presented in accordance with US GAAP, and are presented in United States dollars. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain prior period amounts in the accompanying audited consolidated financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the results of operations or financial position for any period presented. Income Taxes The Company accounts for income taxes under the asset and liability method, where deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements 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 necessary to reduce deferred tax assets to the amount expected to be realized. At December 31, 2017 and 2016, there were no uncertain tax positions that require accrual. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, payables to related parties, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company’s financial assets and liabilities are subsequent measured at amortized cost, but their carrying amount approximates their fair value due to the short period of time until maturity. Foreign Currency Translation and Transaction The Company’s reporting currency is the Canadian dollar. For the year ended December 31, 2016, the Company’s functional currency was the Canadian dollar. At January 1, 2017, as a result of the majority of the Company’s financing and operating activities being denominated in United States dollar, the Company re-evaluated its functional currency and determined it to be the United States dollar. Gains and losses that resulted from translation from Canadian dollars to the reporting currency and included in other comprehensive income will remain in the foreign currency translation reserve. The Subsidiary’s functional and reporting currency is the United States dollar. Foreign exchange gains and losses on the settlement of foreign currency transactions are included in foreign exchange expense. Except for translations of intercompany balances, all translations of monetary balances to the functional currency at the year-end exchange rate are included in foreign exchange expense. The translations of intercompany balances to the functional currency at the year end exchange rate are included in accumulated other comprehensive income or loss. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. Share-based Expense ASC 718, “ Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “ Equity – Based Payments to Non-Employees.” Earnings Per Share Information FASB ASC 260, “Earnings Per Share” provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding. |
STOCKHOLDER'S DEFICIT
STOCKHOLDER'S DEFICIT | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
STOCKHOLDER'S DEFICIT | NOTE 3 – STOCKHOLDER’S DEFICIT Common stock The authorized common stock of the Company consists of 75,000,000 shares with a $0.0001 par value. During the year ended December 31, 2016, the Company issued 24,100 shares with a fair value of $24,298 for services. During the year ended December 31, 2016, the Company issued 4,305,302 shares for conversion of $72,256 of the Company’s outstanding convertible debt. During the year ended December 31, 2016, the Company issued 2,858 shares of the Company’s common stock for cash proceeds of $5,002. During the year ended December 31, 2017, the Company issued 27,860 shares of the Company’s common stock for cash proceeds of $48,753, 1,589 shares for the settlement of $2,780 of interest and 84,290 shares for conversion of $128,737 of the Company’s outstanding convertible debt. During the year ended December 31, 2017, the Company issued 113,011 shares for services with a grant date fair value of approximately $1.75 per share and recorded an aggregate grant date fair value of $197,580 to stock-based compensation expense. During the year ended December 31, 2017, the Company issued 22,790 shares with a fair value of $39,882 as referral fees in connection with the issuance of convertible notes. At December 31, 2017, $33,670 of this is included in prepaid expenses as it relates to convertible notes that were issued subsequent to December 31, 2017 (Note 7) and $6,212 was recorded as a finance expense. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 4 – NOTES PAYABLE Convertible notes During the year ended December 31, 2017, the Company issued convertible notes for proceeds of $112,378 (2016 - $44,452). The notes bear interest at rates of 3% - 5% (2016 – 5% - 10%). On initial recognition, the Company recognized a beneficial conversion feature of $6,352 (2016 - $Nil). Details of convertible notes outstanding as at December 31, 2017 and 2016 is as follows: Maturity date Conversion price December 31, 2017 December 31, 2016 December 31, 2016 $ 1.25 $ — $ 7,825 December 31, 2017 $ 1.25 — 10,000 December 31, 2017 $ 1.25 — 10,000 December 31, 2017 $ 1.65 — 10,000 December 31, 2018 $ 1.65 11,661 — December 31, 2018 $ 1.65 10,000 — Total principal outstanding 21,661 37,825 Less: Beneficial conversion feature not amortized (774 ) — $ 20,387 $ 37,825 Loans payable – Related parties Included in loans due to related parties as at December 31, 2017, are 3 unsecured loans in the amount of CDN$155,000 ($123,473 and 2016 - $115,272) due to directors or officers of the Company. These loans bear interest at 4% per annum and during the year ended December 31, 2017 the maturity date was extended to December 31, 2018. At December 31, 2017, included in accounts payable and accrued liabilities – related parties is accrued interest of $8,888 (2016 - $1,284) relating to these loans. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5 - Income Taxes The Company has established a valuation allowance against deferred tax assets due to the uncertainty surrounding the realization of such assets as evidenced by the cumulative losses from operations through December 31, 2017. Management periodically evaluates the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that deferred assets are realizable, the valuation allowance will be reduced accordingly and recorded as a tax benefit. A reconciliation of income taxes at statutory rates is as follows: Years Ended December 31, 2017 2016 LOSS BEFORE INCOME TAXES $ (403,999 ) $ (190,622 ) Statutory tax rate 34 % 34 % Expected recovery at statutory rate (137,000 ) (65,000 ) Non-deductible expenses 4,000 — Effect of change in tax rate 31,000 15,000 Change in valuation allowance 102,000 50,000 $ — $ — The Company’s tax-effected deferred income tax assets and liabilities are estimated as follows: December 31, 2017 2016 Non-capital losses $ 389,000 $ 287,000 Valuation allowance (389,000 ) (287,000 ) $ — $ — The Company has non-capital losses carried forward of approximately $1,500,000 which expire between 2028 and 2037. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 - Related Party Transactions As of December 31, 2017, the “CEO” of the Company and a director had advanced the Company a cumulative $230,580 (2016 - $173,262) net of repayments for the payment of the Company’s operating expenses. These amounts are unsecured, without interest and payable on demand and are included in accounts payable and accrued liabilities – related parties. As of December 31, 2017, the Company owed the CEO $23,750 (2016 - $1,953) relating to accrued but unpaid salary. This amount is unsecured, without interest and payable on demand and are included in accounts payable and accrued liabilities – related parties. Also included in accounts payable and accrued liabilities – related parties is $8,888 (2016 - $1,284) of accrued interest relating to the loans payable – related parties (Note 4). |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 7 – Subsequent events Subsequent to December 31, 2017, a convertible note with a principal amount of $11,661 was converted into common stock and January 15, 2018; the Company issued 6,664 common shares. Pursuant to two (2) convertible note agreements entered into on December 28, 2017, subsequent to December 31, 2017 the Company received proceeds of $317,460. The notes bear interest at a rate of 3% per annum and are convertible into common stock at a price of $1.65 for share. The notes were subsequently converted into common stock and on February 15, 2018 the Company issued 192,400 common shares. On February 15, 2018 and February 16, 2018, the Company has engaged with subscribers for a total of 6 subscriptions of 1,000 shares of its common stock per subscription at $4.00 per share of common stock, for a total quantum of $24,000 against 6,000 shares of issued common stock. On March 3, 2018 and March 13, 2018, the Company has issued out 5,000 and 3,835 shares of its common stock, respectively, to persons for services rendered. On March 14, 2018, the Company has issued to Mr. Joshua Freund, 36,000 shares of its common stock, so he can transfer the shares to 36 new shareholders at 1,000 shares per capita, in conformity to a resolution passed by the Company on February 28, 2018 (in order to meet NASDAQ Small Cap listing requirements of a minimum shareholder base). On March 15, 2018, the Company has issued to Think-A-Move, Ltd. 111,000 shares of its common stock, so it can transfer it to 111 new shareholders at 1,000 shares per capita, in conformity to a resolution passed by the Company on February 28, 2018 (in order to meet NASDAQ Small Cap listing requirements of a minimum shareholder base). |
SUMMARY OF SIGNIFICANT ACCOUN14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation These consolidated financial statements and related notes are presented in accordance with US GAAP, and are presented in United States dollars. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain prior period amounts in the accompanying audited consolidated financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the results of operations or financial position for any period presented. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, where deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements 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 necessary to reduce deferred tax assets to the amount expected to be realized. At December 31, 2017 and 2016, there were no uncertain tax positions that require accrual. |
Fair Value Measurements | Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, payables to related parties, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company’s financial assets and liabilities are subsequent measured at amortized cost, but their carrying amount approximates their fair value due to the short period of time until maturity. |
Foreign Currency Translation and Transaction | Foreign Currency Translation and Transaction The Company’s reporting currency is the Canadian dollar. For the year ended December 31, 2016, the Company’s functional currency was the Canadian dollar. At January 1, 2017, as a result of the majority of the Company’s financing and operating activities being denominated in United States dollar, the Company re-evaluated its functional currency and determined it to be the United States dollar. Gains and losses that resulted from translation from Canadian dollars to the reporting currency and included in other comprehensive income will remain in the foreign currency translation reserve. The Subsidiary’s functional and reporting currency is the United States dollar. Foreign exchange gains and losses on the settlement of foreign currency transactions are included in foreign exchange expense. Except for translations of intercompany balances, all translations of monetary balances to the functional currency at the year-end exchange rate are included in foreign exchange expense. The translations of intercompany balances to the functional currency at the year end exchange rate are included in accumulated other comprehensive income or loss. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
Share-based Expense | Share-based Expense ASC 718, “ Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “ Equity – Based Payments to Non-Employees.” |
Earnings Per Share Information | Earnings Per Share Information FASB ASC 260, “Earnings Per Share” provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding. |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of convertible notes | Details of convertible notes outstanding as at December 31, 2017 and 2016 is as follows: Maturity date Conversion price December 31, 2017 December 31, 2016 December 31, 2016 $ 1.25 $ — $ 7,825 December 31, 2017 $ 1.25 — 10,000 December 31, 2017 $ 1.25 — 10,000 December 31, 2017 $ 1.65 — 10,000 December 31, 2018 $ 1.65 11,661 — December 31, 2018 $ 1.65 10,000 — Total principal outstanding 21,661 37,825 Less: Beneficial conversion feature not amortized (774 ) — $ 20,387 $ 37,825 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of income taxes at statutory rates | A reconciliation of income taxes at statutory rates is as follows: Years Ended December 31, 2017 2016 LOSS BEFORE INCOME TAXES $ (403,999 ) $ (190,622 ) Statutory tax rate 34 % 34 % Expected recovery at statutory rate (137,000 ) (65,000 ) Non-deductible expenses 4,000 — Effect of change in tax rate 31,000 15,000 Change in valuation allowance 102,000 50,000 $ — $ — |
Schedule of deferred income tax assets and liabilities | The Company’s tax-effected deferred income tax assets and liabilities are estimated as follows: December 31, 2017 2016 Non-capital losses $ 389,000 $ 287,000 Valuation allowance (389,000 ) (287,000 ) $ — $ — |
ORGANIZATION AND BASIS OF PRE17
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated losses | $ (6,748,157) | $ (6,344,158) |
STOCKHOLDER'S DEFICIT (Details
STOCKHOLDER'S DEFICIT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Common stock authorized | 75,000,000 | 75,000,000 |
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock issued | 50,054,643 | 49,508,103 |
Common stock outstanding | 50,054,643 | 49,508,103 |
Stock Issued During Period, Shares, Issued for Services | 113,011 | 24,100 |
Stock Issued During Period, Value, Issued for Services | $ 197,580 | $ 24,298 |
Issuance of common stock for debt conversion | $ 128,737 | $ 72,256 |
Issuance of common stock for debt conversion | 84,290 | 4,305,302 |
Stock Issued During Period, Shares, Issued for cash | 27,860 | 2,858 |
Stock Issued During Period, Value, Issued for cash | $ 48,753 | $ 5,002 |
Issuance of common stock for settlement of interest | $ 2,780 | |
Issuance of common stock for settlement of interest (in shares) | 1,589 | |
Issuance of stock as referral fee for convertible notes | $ 39,882 | |
Issuance of stock as referral fee for convertible notes (in shares) | 22,790 | |
Prepaid expenses | $ 33,670 | |
Finance expense | $ 6,212 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Total principal outstanding | $ 21,661 | $ 37,825 |
Less: Beneficial conversion feature not amortized | (774) | |
Convertible notes | $ 20,387 | 37,825 |
Convertible Notes [Member] | ||
Maturity date | Dec. 31, 2016 | |
Conversion price (in dollars per share) | $ 1.25 | |
Total principal outstanding | 7,825 | |
Convertible Notes Two [Member] | ||
Maturity date | Dec. 31, 2017 | |
Conversion price (in dollars per share) | $ 1.25 | |
Total principal outstanding | 10,000 | |
Convertible Notes Three [Member] | ||
Maturity date | Dec. 31, 2017 | |
Conversion price (in dollars per share) | $ 1.25 | |
Total principal outstanding | 10,000 | |
Convertible Notes Four [Member] | ||
Maturity date | Dec. 31, 2017 | |
Conversion price (in dollars per share) | $ 1.65 | |
Total principal outstanding | 10,000 | |
Convertible Notes Five [Member] | ||
Maturity date | Dec. 31, 2018 | |
Conversion price (in dollars per share) | $ 1.65 | |
Total principal outstanding | $ 11,661 | |
Convertible Notes Six [Member] | ||
Maturity date | Dec. 31, 2018 | |
Conversion price (in dollars per share) | $ 1.65 | |
Total principal outstanding | $ 10,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Proceeds from issuance of convertible debt | $ 112,378 | $ 44,452 |
Loans payable - Related parties | 123,473 | 115,272 |
Accrued interest | $ 8,888 | $ 1,284 |
Convertible Notes [Member] | Minimum [Member] | ||
Interest rate | 3.00% | |
Convertible Notes [Member] | Maximum [Member] | ||
Interest rate | 10.00% | |
Convertible Notes [Member] | ||
Maturity date | Dec. 31, 2016 | |
Convertible Notes [Member] | Minimum [Member] | ||
Interest rate | 5.00% | |
Convertible Notes [Member] | Maximum [Member] | ||
Interest rate | 5.00% | |
Loans Payable [Member] | ||
Interest rate | 4.00% | |
Maturity date | Dec. 31, 2018 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
LOSS BEFORE INCOME TAXES | $ (403,999) | $ (190,622) |
Statutory tax rate | 34.00% | 34.00% |
Expected recovery at statutory rate | $ (137,000) | $ (65,000) |
Non-deductible expenses | 4,000 | |
Effect of change in tax rate | 31,000 | 15,000 |
Change in valuation allowance | 102,000 | 50,000 |
Income Tax Expense (Benefit) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Non-capital losses | $ 389,000 | $ 287,000 |
Valuation allowance | (389,000) | (287,000) |
Deferred income tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Non-capital losses carried forward | $ 1,500,000 |
Income tax expiration Period | Between 2028 and 2037 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Advances from related parties | $ 79,115 | $ 108,728 |
Accrued interest payable | 8,888 | 1,284 |
Chief Executive Officer [Member] | ||
Advances from related parties | 230,580 | 173,262 |
Repayment of related party debt | $ 23,750 | $ 1,953 |
Related Parties [Member] | Loans Payable [Member] | ||
Description of collateral | Loan is unsecured | |
Description of interest rate terms | Bears no interest | |
Description of repayment terms | Loan is repayable on demand |
Subsequent events (Details Narr
Subsequent events (Details Narrative) | Mar. 15, 2018USD ($)Numbershares | Mar. 14, 2018USD ($)Numbershares | Mar. 13, 2018shares | Mar. 03, 2018shares | Feb. 16, 2018USD ($)Number$ / sharesshares | Jan. 15, 2018USD ($)shares | Feb. 15, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares |
Issuance of common stock for debt conversion | $ | $ 128,737 | $ 72,256 | |||||||
Issuance of common stock for debt conversion (in shares) | 84,290 | 4,305,302 | |||||||
Stock Issued During Period, Shares, Issued for Services | 113,011 | 24,100 | |||||||
Subsequent Event [Member] | Subscribers [Member] | |||||||||
Issuance of common stock for debt conversion | $ | $ 24,000 | ||||||||
Issuance of common stock for debt conversion (in shares) | 6,000 | ||||||||
Share price | $ / shares | $ 4 | ||||||||
Number of shares issued | 1,000 | ||||||||
Number of participants | Number | 6 | ||||||||
Subsequent Event [Member] | Person[Member] | |||||||||
Stock Issued During Period, Shares, Issued for Services | 3,835 | 5,000 | |||||||
Subsequent Event [Member] | Mr. Joshua Freund [Member] | |||||||||
Issuance of common stock for debt conversion | $ | $ 36,000 | ||||||||
Number of shares issued | 1,000 | ||||||||
Number of participants | Number | 36 | ||||||||
Subsequent Event [Member] | Think-A-Move, Ltd [Member] | |||||||||
Issuance of common stock for debt conversion | $ | $ 111,000 | ||||||||
Number of shares issued | 1,000 | ||||||||
Number of participants | Number | 111 | ||||||||
Subsequent Event [Member] | Convertible Notes [Member] | |||||||||
Issuance of common stock for debt conversion | $ | $ 11,661 | ||||||||
Issuance of common stock for debt conversion (in shares) | 6,664 | ||||||||
Subsequent Event [Member] | Convertible Notes Two [Member] | |||||||||
Issuance of common stock for debt conversion | $ | $ 317,460 | ||||||||
Issuance of common stock for debt conversion (in shares) | 192,400 | ||||||||
Interest rate | 3.00% | ||||||||
Share price | $ / shares | $ 1.65 |