10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 333-198068

OneLife Technologies Corp.

(Exact name of registrant as specified in its charter)

Nevada	82-4493020
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5005 Newport Dr. Rolling Meadows, IL	60008	(773) 948-9116
(Address of principal executive offices)	(Zip Code)	Registrant’s telephone number, including area code:

Securities registered pursuant to Section 12(b) of the Act:

N/A	N/A
Title of Each Class	Name of Each Exchange On Which Registered

Securities registered pursuant to Section 12(g) of the Act: Common Stock (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.

Yes [   ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [X] No [   ]

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes [X] No [   ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

21

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[   ]	Accelerated filer	[   ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
Emerging growth company	[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ] No [X]

Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2018: $2,502,267.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

100,522,340 common shares as of April 15, 2019.

22

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Annual Report of OneLife Technologies Corp. (the “Company”) on Form 10-K for the period ended December 30, 2018, filed with the Securities and Exchange Commission on April 17, 2019 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

Other than the aforementioned, no other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and amended, and otherwise are not subject to liability under those sections.

23

ITEM 15. Exhibits, Financial Statement Schedules

(a) Financial Statements: See Item 8.

(b) Exhibits

Exhibit Number	Exhibit Description
3.1	Articles of Incorporation of the Company Inc., as amended on March 16, 2018 (incorporated by reference to our Registration Statement on Form S-1, filed on August 12, 2014 and our Form 8-K, filed on March 3, 2018)
3.2	Amended and Restated Bylaws of the Company Inc. (incorporated by reference to our current report on Form 8-K, filed on September 26, 2018)
10.1	Supply Agreement with Shenzhen Coban Electronics co., Ltd entered into on June 20, 2014 (incorporated by reference to our amended Registration Statement on Form S-1/A, filed on November 4, 2014)
10.2	Share Exchange Agreement by and among the Company, Oculus, Inc., One Media Enterprises Limited and the shareholders of One Media Enterprises Limited, dated May 8, 2017, filed herewith (incorporated by reference to our current report on Form 8-K filed on May 8, 2017)
10.3	Distribution Agreement, by and between One Media Partners Inc. and A.B. Distribution Inc., CDW, dated October 24, 2012
10.4	IP Sharing Agreement, by and between One Media Partners Inc. and Yinuo Technologies LTD, dated October 22, 2015.
10.5	Initial Termination Agreement, by and between Angelfish Investments Plc and OneLife Technologies Corp., dated December 3, 2017
10.6	AT&T Machine to Machine Wireless Communications Agreement, by and between One Media and AT&T, dated February 5, 2016 (incorporated by reference to our current report on Form 8-K, filed on December 29, 2017).
10.7	Second Amendment Machine to Machine Wireless Communications Agreement, by and between One Media and AT&T, dated August 25, 2017 (incorporated by reference to our current report on Form 8-K, filed on December 29, 2017).
10.8	Co-Brand License Agreement, by and between AT&T Intellectual Property and One Media, dated September 28, 2016 (incorporated by reference to our current report on Form 8-K, filed on December 29, 2017).
10.9	Agreement with E2 performance, dated January 31, 2018 (incorporated by reference to our current report on Form 8-K, filed on February 23, 2018)
10.10	Asset Purchase Agreement, by and between Yinuo Technologies LTD and OneLife Technologies Corp., dated August 23, 2018. (incorporated by reference to our current report on Form 8-K, filed on August 28, 2018).
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and the Principal Financial Officer
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
101.INS XBRL	Instance Document
101.SCH XBRL	Taxonomy Extension Schema Document
101.CAL XBRL	Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL	Taxonomy Extension Definition Linkbase Document
101.LAB XBRL	Taxonomy Extension Label Linkbase Document
101.PRE XBRL	Taxonomy Extension Presentation Linkbase Document

24

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ONELIFE TECHNOLOGIES, INC.

(Registrant)

Dated: April 18, 2019

/s/ Robert Wagner

Robert Wagner

President, Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: April 18, 2019

/s/ Robert Wagner

Robert Wagner

President, Chief Executive Officer and Director (Principal Executive Officer)

Dated: April 18, 2019

/s/ John R. Muchnicki

John R. Muchnicki

Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer)

Dated: April 16, 2019

25

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Wagner, certify that:

1.I have reviewed this Annual Report on Form 10-K/A of OneLife Technologies Corp. (the “Registrant”): 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a13a-15(f) and 15d-15(f)) for the Registrant and have: 

a)Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and 

d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and 

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. 

Dated: April 18, 2019

/s/ Robert Wagner

Robert Wagner

President, Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, John R. Muchnicki, certify that:

1.I have reviewed this Annual Report on Form 10-K/A of OneLife Technologies Corp. (the “Registrant”): 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a13a-15(f) and 15d-15(f)) for the Registrant and have: 

a)Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and 

d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and 

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. 

Dated: April 18, 2019

/s/ John R. Muchnicki

John R. Muchnicki

Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U. S. C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of OneLife Technologies Corp. (the “Company”) on Form 10-K/A for the year ended December 31, 2018 (the “Report”), I, Robert Wagner, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

Dated: April 18, 2019

/s/ Robert Wagner

Robert Wagner

President, Chief Executive Officer (Principal Executive Officer)

EX-32.2

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U. S. C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of OneLife Technologies Corp. (the “Company”) on Form 10-K/A for the year ended December 31, 2018 (the “Report”), ”), I, John R. Muchnicki, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

Dated: April 18, 2019

/s/ John R. Muchnicki

John R. Muchnicki

Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer)

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Apr. 15, 2019	Jun. 30, 2018
Details
Registrant Name	ONELIFE TECHNOLOGIES CORP
Registrant CIK	0001615942
SEC Form	10-K
Period End date	Dec. 31, 2018
Fiscal Year End	--12-31
Trading Symbol	OLMM
Tax Identification Number (TIN)	824493020
Number of common stock shares outstanding		100,522,340
Public Float			$ 2,502,267
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Voluntary filer	No
Well-known Seasoned Issuer	No
Shell Company	false
Small Business	true
Emerging Growth Company	true
Ex Transition Period	true
Amendment Flag	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Contained File Information, File Number	333-198068
Entity Incorporation, State Country Name	Nevada
Entity Address, Address Line One	5005 Newport Dr.
Entity Address, City or Town	Rolling Meadows
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60008
City Area Code	773
Local Phone Number	948-9116
Entity Address, Address Description	Address of principal executive offices
Phone Fax Number Description	Registrant’s telephone number, including area code:

XML

Consolidated Balance Sheets - USD ($)		Dec. 31, 2018	Dec. 31, 2017
Current assets
Cash		$ 45,921	$ 4,910
Total current assets		45,921	4,910
Intangible assets, net		1,706,798	280,548
Total assets		1,752,719	285,458
Current liabilities
Accounts payable and accrued liabilities		202,466	70,845
Advances from related parties		35,428	40,793
Loans payable		1,029,920	849,587
Loans payable - related party		6,880	11,880
Notes payable		561,752	561,752
Convertible debentures, net of unamortized discount of $222,110 and $nil, respectively		585,890	30,000
Convertible debenture - related party		176,500	200,000
Derivative Liability, Current		535,930	0
Total current liabilities		3,134,766	1,764,857
Loans payable, non-current portion		225,000	333,333
Total liabilities		3,359,766	2,098,190
Commitments and Contingencies (Note 9)	[1]
STOCKHOLDERS' DEFICIT
Preferred Stock, Value		50	50
Common Stock, Value		902	627
Additional paid-in capital		7,648,309	(754,147)
Common stock issuable		11,179	438,000
Accumulated deficit		(9,267,487)	(1,497,262)
Total stockholders' deficit		(1,607,047)	(1,812,732)
Total liabilities and stockholders' deficit		$ 1,752,719	$ 285,458

[1] See Note 9.

XML

Consolidated Balance Sheets - Parenthetical - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Details
Debt Instrument, Unamortized Discount, Current	$ 222,110	$ 0
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001
Preferred Stock, Shares Issued	5,000,000	5,000,000
Preferred Stock, Shares Outstanding	5,000,000	5,000,000
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001
Common Stock, Shares, Issued	90,272,340	62,735,340
Common Stock, Shares, Outstanding	90,272,340	62,735,340

XML

Consolidated Statements of Operations - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Apr. 30, 2017
Operating Expenses
Amortization expense	$ 66,667	$ 223,750	$ 0
General and administrative	130,577	1,818,026	30,501
Impairment of intangible assets	0	4,975,000	0
Total operating expenses	197,244	7,016,776	30,501
Operating loss	(197,244)	(7,016,776)	(30,501)
Other Income (Expenses)
Interest expense	(24,325)	(817,013)	(3,444)
Fair value of derivative liability in excess of convertible note payable	0	(449,750)	0
Change in fair value of derivative	0	239,980	0
Gain (loss) on extinguishment of debt	(1,141,175)	273,334	0
Gain on forgiveness of debt	0	0	1,531
Foreign exchange loss	(5,179)	0	0
Total Other Income (Expenses)	(1,170,679)	(753,449)	(1,913)
Net Income (Loss) Attributable to Parent	$ (1,367,923)	$ (7,770,225)	$ (32,414)
Loss Per Common Share, Basic and Diluted	$ (0.02)	$ (0.11)	$ (0.00)
Weighted Average Common Shares Outstanding - Basic and Diluted	89,306,769	73,385,288	92,735,340

XML

Consolidated Statements of Stockholders' Deficit - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Issuable	Retained Earnings	Total
Equity Balance, Starting at Apr. 30, 2016	$ 0	$ 927	$ 40,176	$ 0	$ (96,925)	$ (55,822)
Shares Outstanding, Starting at Apr. 30, 2016	0	92,735,340
Stock Issued During Period, Value, Acquisitions	$ 0	$ 0	(1,205,738)	0	0	(1,205,738)
Stock Issued During Period, Shares, Acquisitions	0	0
Net Income (Loss)	$ 0	$ 0	0	0	(32,414)	(32,414)
Shares Outstanding, Ending at Apr. 30, 2017	0	92,735,340
Equity Balance, Ending at Apr. 30, 2017	$ 0	$ 927	(1,165,562)	0	(129,339)	(1,293,974)
Stock Issued During Period, Value, Acquisitions	$ 50	$ 400	(450)	0	0	0
Stock Issued During Period, Shares, Acquisitions	5,000,000	40,000,000
Shares Issued, Value, Share-based Payment Arrangement, Forfeited	$ 0	$ (700)	700	0	0	0
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	0	(70,000,000)
Issuance of equity securities to settle debt	$ 0	$ 0	411,165	438,000	0	849,165
Issuance of equity securities to settle debt, shares	0	0
Net Income (Loss)	$ 0	$ 0	0	0	(1,367,923)	(1,367,923)
Shares Outstanding, Ending at Dec. 31, 2017	5,000,000	62,735,340
Equity Balance, Ending at Dec. 31, 2017	$ 50	$ 627	(754,147)	438,000	(1,497,262)	(1,812,732)
Issuance of equity securities to settle debt	$ 0	$ 2	437,998	(438,000)	0	0
Issuance of equity securities to settle debt, shares	0	200,000
Stock Issued During Period, Value, Issued for Services	$ 0	$ 6	151,532	11,179	0	162,717
Stock Issued During Period, Shares, Issued for Services	0	587,000
Issuance of commitment shares	$ 0	$ 2	4,998	0	0	5,000
Issuance of commitment shares, shares	0	250,000
Beneficial conversion feature	$ 0	$ 0	300,000	0	0	300,000
Fair value of warrants issued for services	0	0	883,193	0	0	883,193
Issuance of shares pursuant to asset purchase agreement	$ 0	$ 265	6,624,735	0	0	6,625,000
Issuance of shares pursuant to asset purchase agreement, shares	0	26,500,000
Net Income (Loss)	$ 0	$ 0	0	0	(7,770,225)	(7,770,225)
Shares Outstanding, Ending at Dec. 31, 2018	5,000,000	90,272,340
Equity Balance, Ending at Dec. 31, 2018	$ 50	$ 902	$ 7,648,309	$ 11,179	$ (9,267,487)	$ (1,607,047)

XML

Consolidated Statements of Cash Flows - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Apr. 30, 2017
Cash flows from operating activities:
Net loss	$ (1,367,923)	$ (7,770,225)	$ (32,414)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense	66,667	223,750	0
Amortization of debt discount	0	680,384	0
Impairment of intangible assets	0	4,975,000	0
Change in fair value of derivative liabilities	0	(239,980)	0
Fair value of derivative liability in excess of note	0	449,750	0
Loss (gain) on extinguishment of debt	1,141,175	(273,334)	0
Gain on forgiveness of debt	0	0	(1,531)
Stock-based compensation	0	1,050,910	0
Changes in operating assets and liabilities:
Amounts receivable - related party	5,000	0	(5,000)
Accounts payable and accrued liabilities	47,888	131,621	2,068
Net cash used in operating activities	(107,193)	(772,124)	(36,877)
Cash flows from investing activities:
Cash acquired from acquisition of OMP/OME	0	0	1,162
.Net cash provided by investing activities	0	0	1,162
Cash flows from financing activities:
Proceeds from convertible debentures	0	925,000	0
Repayment on convertible debentures	0	(150,000)	0
Repayment on convertible debentures - related party	0	(23,500)	0
Proceeds from notes payable	35,729	0	0
Proceeds from loans payable	103,970	74,000	48,027
Repayment on loans payable	0	(2,000)	0
Repayment on loans payable - related party	0	(5,000)	0
Proceeds from related parties' advances	0	86,135	0
Repayments on related parties' advances	(40,644)	(91,500)	0
Net cash provided by financing activities	99,055	813,135	48,027
Increase (decrease) in Cash	(8,138)	41,011	12,312
Cash and Cash Equivalents, at Carrying Value, Beginning Balance	13,048	4,910	736
Cash and Cash Equivalents, at Carrying Value, Ending Balance	4,910	45,921	13,048
Supplemental Disclosures
Interest paid	0	0	0
Income tax paid	0	0	0
Non-cash investing and financing activities:
Derivative discount from conversion features of convertible note	0	599,494	0
Beneficial conversion feature	0	300,000	0
Issuance of shares for acquisition of intangible assets	0	6,625,000	0
Fair value of common share grant and warrants for extinguishment of debt	849,165	0	0
Issuance of shares for common stock issuable	$ 0	$ 438,000	$ 0

XML

1. Nature of Operations and Continuance of Business

12 Months Ended

Dec. 31, 2018

Notes

1. Nature of Operations and Continuance of Business

1.    Nature of Operations and Continuance of Business

OneLife Technologies Corp. (formerly Oculus Inc.) (the “Company”) was incorporated in the State of Nevada on January 9, 2014. The Company was in the business of selling and providing services for GPS tracking devices which would be marketed in the United States, Canada and Europe.

On May 8, 2017, the Company entered into a share exchange agreement with One Media Enterprises Limited (“OME”), a company incorporated in England and Wales, to acquire its business operations. OME is a medical mobile software/data collection company that sells health and smart watches operated through its wholly-owned subsidiary, One Media Partners Inc. (“OMP”), a company incorporated in the State of Delaware. The share exchange was completed on December 4, 2017.

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at December 31, 2018, the Company has not recognized any revenue, has a working capital deficit of $3,088,845, has an accumulated deficit of $9,267,487 and has defaulted on certain notes payable. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

XML

2. Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Notes

2. Summary of Significant Accounting Policies

2.    Summary of Significant Accounting Policies

a)    Basis of Presentation and Principles of Consolidation

The acquisition of OME and its subsidiary are considered common control transactions. Prior to the acquisition of OME and its subsidiary, both OME and the Company were controlled by Mr. Robert Wagner, the Company’s Chief Executive Officer, beginning on April 21, 2017. When businesses that will be consolidated by the Company, is acquired from Mr. Wagner, the transaction was accounted for as if the transfer had occurred at the beginning of the period of transfer, with prior periods retrospectively adjusted to furnish comparative information. The acquisitions of OME and its subsidiary was a transfer of businesses between entities under common control. Accordingly, the accompanying financial statements and related notes have been retrospectively adjusted to include the historical results and financial position of the acquired entities prior to the effective dates of such acquisitions. The financial information for OME and its subsidiary has been included in the Company’s consolidated financial statements beginning on April 30, 2017 as OME only had nominal activities from April 21, 2017, when Mr. Wagner acquired control of the Company.

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The consolidated financial statements are comprised of the records of the Company and its wholly owned subsidiaries: OME and OMP. All intercompany transactions have been eliminated on consolidation. The assets and liabilities of OME and OMP in these financial statements have been reflected on a historical cost basis because the transfer of OME and OMP to the Company is considered a common control transaction. When the Company acquired OME and OMP, the Company, OME and OMP were under direct control of Mr. Robert Wagner.

On March 16, 2018, the Board of Directors approved changing the Company’s fiscal year from a fiscal year ending on April 30 to a fiscal year ending on December 31, beginning with the period ended December 31, 2017.

b)    Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair value and estimated useful life of intangible assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c)    Cash and cash equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of December 31, 2018 and 2017, the Company had cash on hand in the amount of $45,921 and $4,910, respectively.

d) Embedded Conversion Feature

The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging, to determine whether the embedded conversion features should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in income (loss). If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20, Debt with Conversion and Other Options, for consideration of any beneficial conversion feature. For embed conversion feature that is accounted for as derivative liabilities, the liability is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income (loss).

e)    Earnings (Loss) per Share (“EPS”)

Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2018 and 2017, the Company potentially dilutive shares have not been included in the computation of diluted net loss per share as the result would have been anti-dilutive. Details of the potentially dilutive shares are as follows:

	December 31, 2018	December 31, 2017
Convertible notes payable	12,877,069	-
Warrants	6,200,000	200,000
Common stock issuable	40,000	-
Total	19,117,069	200,000

f)    Intangible Assets

Intangible assets are stated at cost less accumulated amortization and are comprised of intellectual property developed by Yinuo, a non-related party, with a useful life of five years. During the year ended December 31, 2018, the period from May 1, 2017 to December 31, 2017 and the year ended April 30, 2017, the Company incurred amortization expense of $223,750, $66,667 and $nil, respectively.

g)    Long-lived Assets

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

h)    Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Foreign currency transactions are primarily undertaken in British Pounds. Foreign currency transactions are translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

i)     Subsequent Events

The Company evaluated subsequent events through the date when financial statements were issued for disclosure consideration.

j)     Reclassification

Certain prior year balances have been reclassified to conform with current period presentation.

k)    Recent Accounting Pronouncements

In February 2016, Topic 842, Leases (“Topic 842”) was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous US GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous US GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous US GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. Earlier application is permitted. The adoption of this standard is not expected to have a material impact on the Company´s consolidated financial statements.

The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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3. Intangible Assets

12 Months Ended

Dec. 31, 2018

Notes

3. Intangible Assets

3.    Intangible Assets

Intangible assets consisted of the following as of December 31, 2018 and 2017:

		December 31, 2018		December 31, 2017
Cost	$	7,125,000	$	500,000
Accumulated amortization		(443,202)		(219,452)
Impairment		(4,975,000)		–
Intangible assets, net		1,706,798		280,548

On October 22, 2015, the Company entered into an investment agreement with Shenzhen Yinuo Technologies Ltd. (“Yinuo”), a China company, where the Company acquired a 50% ownership of all intellectual property developed by Yinuo in exchange for $500,000 which was settled through the issuance of a promissory note. On August 23, 2018, pursuant to an Asset Purchase Agreement with Yinuo Technologies LTD, the Company acquired intangible assets with a fair value of $1,650,000 by issuing 26,500,000 common shares with a fair value of $6,625,000, resulting in an impairment loss of $4,975,000 which was reflected on the consolidated statement of operations.

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Note 4 - Related Party Transactions

12 Months Ended

Dec. 31, 2018

Notes

Note 4 - Related Party Transactions

4.    Related Party Transactions

(a)   As at December 31, 2018 and 2017, the Company was owed an aggregate of $5,428 and $40,793, respectively, to the CEO and Director of the Company.

(b)  As at December 31, 2018 and 2017, the Company was owed $176,500 and $200,000 convertible loan, respectively, to the CEO and Director of the Company. See Note 7.

(c)   As at December 31, 2018 and 2017, the Company owes $6,880 and $11,880 of loans payable, respectively, to the Chief Financial Officer (“CFO”) of the Company which is unsecured, non-interest bearing, and due on demand.

(d)  As at December 31, 2018 and 2017, the Company owes $30,000 and $nil, respectively, to the CFO of the Company which is unsecured, non-interest bearing, and due on demand. During the year ended December 31, 2018, the period from May 1, 2017 to December 31, 2017 and the year ended April 30, 2017, the Company incurred $30,000, $nil and $nil, respectively, of consulting expense to the CFO of the Company.

(e)   During the year ended December 31, 2018, the period from May 1, 2017 to December 31, 2017 and the year ended April 30, 2017, the Company incurred $512,500, $nil and $nil of consulting expense to a company controlled by a significant shareholder of the Company.

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5. Loans Payable and Loans Payable - Related Party

12 Months Ended

Dec. 31, 2018

Notes

5. Loans Payable and Loans Payable - Related Party

5.    Loans Payable and Loans Payable – Related Party

At December 31, 2018 and 2017, the Company owed $1,261,800 and $1,194,800, respectively, of loans payable to various investors for financing the Company’s operations. These amounts include $6,880 and $11,880 payable to the Company’s CFO as of December 31, 2018 and 2017, respectively.

The loans payable include $1,000,000 payable to Angelfish Investments Plc (“Angelfish”), a third party. The amounts owing are secured by the assets of the Company. On December 3, 2017, the Company entered into a termination agreement with Angelfish that resulted in the settlement of $466,044 of notes payable and $241,946 of accrued interest and management fees in exchange for $1,000,000 of new loan payable, and the issuance of 200,000 common shares of the Company with a fair value of $438,000 and warrants to purchase an additional 200,000 common shares of the Company with a fair value of $411,165. The loan payable bears no interest. If any amounts due are not paid pursuant to the agreement, all outstanding balance bears interest thereafter at an annual rate of 12%. On October 1, 2018, the Company entered into an amended termination agreement with Angelfish. $775,000 of the loan is due within twelve months and the remaining is due after twelve months pursuant to the amended agreement. As part of the loan settlement, the Company recorded a loss on extinguishment of debt of $1,141,175 during the year ended December 31, 2017. As at December 31, 2018 and 2017, the $1,000,000 loans payable to Angelfish remained outstanding.

Except for the loans payable to Angelfish, all other loans payable are unsecured, non-interest bearing, and due on demand.

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6. Notes Payable

12 Months Ended

Dec. 31, 2018

Notes

6. Notes Payable

6.    Notes Payable

(a)   On March 15, 2015, the Company entered into a loan agreement in which the note holder agreed to provide a loan to the Company in the principal amount of up to $25,000. On March 30, 2017, the loan was amended to increase the principal amount up to $90,000 and extend the payable date to December 31, 2017. As at December 31, 2018 and 2017, the outstanding balance of the note was $56,157. This note is currently in default.

(b)  On March 15, 2017, the Company entered into a loan agreement in which the note holder agreed to provide a loan to the Company in the principal amount of up to $75,000. The loan is unsecured, bears interest at 8.5% per annum and payable on December 31, 2017. As of December 31, 2018, and 2017, the outstanding principal balance was $5,595 and is currently in default.

(c)   Since 2014, the Company issued Angelfish various notes that were due on demand. During the period from May 1, 2017 to December 31, 2017, notes with a total principal amount of $35,729 were issued. On December 3, 2017, all notes payable and related accrued interest was settled. See Note 5.

(d)  On December 29, 2015, the Company issued Yinuo a note of $500,000 to acquire intangible assets. The note is unsecured, non-interest bearing, and is due on demand. As at December 31, 2018 and 2017, the outstanding balance of the note was $500,000.

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7. Convertible Notes Payable and Convertible Notes Payable - Related Parties

12 Months Ended

Dec. 31, 2018

Notes

7. Convertible Notes Payable and Convertible Notes Payable - Related Parties

7.    Convertible Notes Payable and Convertible Notes Payable – Related Parties

(a)   In March 2015, OMP entered into a convertible note agreement of $200,000 with the CFO of the Company. The note was unsecured, and subsequently amended, upon mutual agreement between the CFO and the Company, to become due on demand and non-interest bearing. The notes conversion terms are as follows: (i) outstanding principal of $60,000 is convertible into OMP’s shares representing 5% of OMP (ii) outstanding principal of $140,000 is convertible into OMP’s shares representing 10% of OMP. On August 15, 2018, pursuant to an assignment agreement, the note balance of $176,500 was assigned to the Chief Executive Officer and Director of the Company in exchange for 6,000,000 shares of common stock that was held by the Chief Executive Officer and Director of the Company. As at December 31, 2018 and 2017, the outstanding balance of this convertible note was $176,500 and $200,000, respectively.

(b)  In March 2016, the OMP entered into a convertible note agreement in the principal amount of $20,000 with a third party. The amount is unsecured, bears interest at 30% per annum, and was due on March 3, 2018. The principal amount and accrued interest would be automatically converted into OMP’s common shares at a rate of 50% of the market price of the OMP’s common shares upon the completion of an initial public offering (“IPO”) of OMP’s common shares or other common qualified financing prior to March 3, 2018. OMP did not have an IPO or qualified financing event prior to nonpayment and continues to accrue interest at 15% per annum.

(c)   In August 2016, OMP entered into a convertible note agreement in the principal amount of $10,000 with a third party. The amount is unsecured, bears interest at 15% per annum, and is due on August 12, 2018. The principal amount and accrued interest shall be automatically converted into OMP’s common shares at a rate of 50% of the market price of OMP’s common shares upon the completion of an IPO or other qualified financing.

(d)  On February 27, 2018, the Company issued a convertible note to a third party for $153,000. The promissory note is unsecured, bears interest of 14% per annum, and is due on May 27, 2019. The note is convertible into common shares of the Company at 55% of the average two lowest trading prices in the 15 trading days preceding the notice of conversion. As at December 31, 2018, the outstanding principal of the note was $153,000 and the unamortized discount was $100,771.

(e)   On May 6, 2018, the Company issued a convertible loan agreement a non-related party for proceeds of $100,000. The loan bears no interest and is due on December 31, 2018. The note is convertible at a 25% discount to the average trading price for the last 20 days prior to the date of conversion.

(f)   On May 11, 2018, the Company entered into a convertible promissory note agreement with a third party for proceeds of $100,000. The amount is unsecured, non-interest bearing and due on December 31, 2018. The note is convertible at a 25% discount to the average trading price for the last 20 days prior to the date of conversion.

(g)  On June 12, 2018, the Company entered into a convertible promissory note agreement with a non-related party for proceeds of $100,000. The amount is unsecured, non-interest bearing and due on December 31, 2018, and is convertible into common shares at $0.08 per share. The Company recorded debt discount of $75,000 for a beneficial conversion feature.

(h)  On July 26, 2018, the Company issued a convertible loan agreement to a third party for $100,000. The loan bears no interest is due on December 31, 2018, and is convertible into common shares at a 25% discount to the average trading price for the last 20 days preceding the conversion date.

(i)   On August 24, 2018, the Company entered into a convertible promissory note agreement with a non-related party for proceeds of $225,000. The loan bears no interest, is due on May 30, 2019, and is convertible into common shares at $0.10 per share. The Company recorded debt discount of $225,000 for a beneficial conversion feature. As at December 31, 2018, the outstanding principal of the note is $225,000 and the unamortized discount on the note is $121,339.

(j)   On September 21, 2018, the Company entered into a convertible note agreement with a non-related party for proceeds of $153,000, net of an original issuance discount of $3,000 which was capitalized and amortized over the period of the convertible debenture. The promissory note is unsecured, bears interest at 10% per annum, and is due on September 21, 2019. The note is convertible into common shares of the Company at 65% of the average of the two lowest trading prices in the 15 days preceding the notice of conversion.

(k)  On October 15, 2018, the Company returned $150,000 as part of the cancellation of the September 21, 2018 convertible note payable.

The embedded conversion feature for the convertible notes noted in Note 7(d), (e), (f), (h) and (j) qualifies for derivative accounting under ASC 815-15, Derivatives and Hedging. The fair value of the derivative liability resulted in a full discount of the $599,494 principal balance. The carrying value of the convertible debenture will be accreted over the term of the convertible debenture up to the face value.

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Note 9 - Commitments and contingencies

12 Months Ended

Dec. 31, 2018

Notes

Note 9 - Commitments and contingencies

9.    Commitments and Contingencies

On December 22, 2017, the Company entered into a stock purchase agreement with Yinuo’s sole shareholder where the Company agreed to issue 40 million common shares and pay $500,000 to acquire all of Yinuo’s outstanding shares. The transaction will close upon the completion of a formal appraisal report for Yinuo’s value and 2-year audited financial statements of Yinuo. The Company will enter into employment agreements with six of Yinuo’s management and employees and appoint Yinuo’s sole shareholder as a director of the Company upon the closing. Yinuo’s sole shareholder agreed to invest up to $3 million of working capital to Yinuo over 6 months following the closing. The 40 million common shares were reduced to 13.5 million shares as a result of the issuance of 26.5 million shares to acquire intellectual property from Yinuo in August 2018. See Note 3.

On March 1, 2018, the Company entered into a consulting agreement with Anthony Driscoll (“Driscoll”) where the Company agreed to issue 75,000 fully vested shares to Driscoll on the date of the agreement and Driscoll agreed to be the Company’s Chief Marketing Officer. The Company also agreed to issue 5,000 shares per month beginning March 1, 2018 for six months for Driscoll’s services. The agreement will automatically renew for a 6-month period until termination. The Company also agreed to issue Driscoll equity securities with a value of 3% of the funds the Company receives.During the year ended December 31, 2018, the Company issued 100,000 common shares to Driscoll pursuant to the agreement. At December 31, 2018, 25,000 common shares were issuable pursuant to the agreement. Stock-based compensation of $117,500 was recorded based on the fair value of the 125,000 common shares based on the market price of the Company’s common shares on the date of issuance.

On March 17, 2018, the Company entered into an agreement with National Securities whereby National Securities agreed to provide financial advisory services to the Company for one year. Pursuant to the agreement, the Company paid a $5,000 non-refundable fee in May 2018 and issued 375,000 common shares in April 2018. The shares had a fair value of $30,000 calculated based on the market price of the Company’s common shares on the date of issuance. National will be paid a cash fee for a certain percentage of the total amount received by the Company upon sales of the Company's securities. National Securities will also receive warrants to purchase 8% of shares of securities issued in a private placement during the term of this agreement.

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10. Shareholders' Equity

12 Months Ended

Dec. 31, 2018

Notes

10. Shareholders' Equity

10. Shareholders’ Equity

Year ended December 31, 2018

(a)   In March 2018, the Company issued 250,000 common shares to a convertible note holder with a fair value of $5,000 pursuant to a security purchase agreement entered on February 7, 2018. Pursuant to the security purchase agreement, the Company has reserved 22,500,000 common shares for future issuance to certain registration rights.

(b)  In April 2018, the Company issued 375,000 common shares to a non-related party pursuant to the service agreement dated March 17, 2018. Refer to Note 9.

(c)   On August 16, 2018, the Company issued 200,000 common shares to Angelfish with a fair value of $438,000 as part of the termination agreement signed in December 2017.

(d)   On August 16, 2018, the Company issued 100,000 common shares with a fair value of $110,075 as part of the consulting agreement as noted in Note 9. As of December 31, 2018, the Company is due to issue an additional 25,000 common shares with a fair value of $7,425. During the year ended December 31, 2018, the Company recorded $117,500 of consulting expense as part of the consulting agreement. Refer to Note 9.

(e)   On August 16, 2018, the Company issued 112,000 common shares with a fair value of $11,463 for consulting services to a third party.

(f)   On August 16, 2018, the Company issued 26,500,000 common shares with a fair value of $6,625,000 for the acquisition of intangible assets pursuant to an asset purchase agreement. Refer to Note 3. From May 1, 2017 to December 31, 2017

(g)  On December 4, 2017, the Company cancelled 70,000,000 shares of common stock and issued 5,000,000 shares of preferred stock and 40,000,000 shares of common stock of the Company pursuant to an agreement to acquire OME.

(h)  On December 3, 2017, the Company entered into an initial termination agreement with Angelfish with respect to outstanding payable, see Note 5. As part of the termination agreement, the Company issued 200,000 common shares with a fair value of $438,000 in 2018.

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11. Share Purchase Warrants

12 Months Ended

Dec. 31, 2018

Notes

11. Share Purchase Warrants

11. Share Purchase Warrants

On July 24, 2018, the Company entered into a consulting agreement with Glaser Partners LLC whereby Glaser Partners agreed to provide consulting services to assist the Company in the growth of its business for one year. Pursuant to the agreement, the Company issued 5,000,000 share purchase warrants exercisable into 5,000,000 shares of common stock of the Company at an exercise price of $0.15 per share for a period of three years. The fair value of the share purchase warrants was $723,540 calculated using the Black-Scholes option pricing model assuming volatility of 356%, risk free rate of 2.74%, expected life of 3 years, and no expected dividends. On August 22, 2018, pursuant to the agreement, the Company issued an additional 1,000,000 share purchase warrants exercisable into 1,000,000 shares of common stock of the Company at an exercise price of $0.15 per share for a period of three years. The fair value of the share purchase warrants was $159,653 calculated using the Black-Scholes option pricing model assuming volatility of 352%, risk free rate of 2.65%, expected life of 3 years, and no expected dividends.

The agreement includes an anti-dilution provision for the warrants that provides for a reduction to the exercise price if the Company issues equity or equity-linked instruments in the future at an effective price per share less than the exercise price then in effect for the warrants (“down round provision”). The warrant holders have agreed to waive a reduction of the exercise price triggered by the issuance of notes on August 24, 2018 and September 21, 2018. As of July 1, 2018, the Company early adopted ASU 2017-11, which provides a new guidance for instruments with down-round provisions. As such, the Company treats outstanding warrants as freestanding equity-linked instruments that are recorded to equity.

In December 2017, as part of the termination agreement with Angelfish, the Company issued warrants to purchase 200,000 common shares of the Company. The warrants are exercisable into common shares at $1.00 per share for a period of five years. The fair value of the share purchase warrants was $411,165 calculated using the Black-Scholes option pricing model assuming volatility of 150%, risk free rate of 0.41%, expected life of 5 years, and no expected dividends.

Below is a summary of the warrant activities:

	Number of warrants	Weighted average exercise price $
Balance, May 1, 2017	-	-
Issued	200,000	1.00
Balance, December 31, 2017	200,000	1.00
Issued	6,000,000	0.15
Balance, December 31, 2018	6,200,000	0.18

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12. Income Taxes

12 Months Ended

Dec. 31, 2018

Notes

12. Income Taxes

12. Income Taxes

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Reform Bill”) was signed into law. Prior to the enactment of the Tax Reform Bill, the Company measured its deferred tax assets at the federal rate of 34%. The Tax Reform Bill reduced the federal tax rate to 21% resulting in the re-measurement of the deferred tax asset as of December 31, 2017. Beginning January 1, 2018, the lower tax rate of 21% will be used to calculate the amount of any federal income tax due on taxable income earned during 2018.

The income tax benefit differs from the amount computed by applying the US federal income tax rate of 21% and the United Kingdom federal tax rate of 17% to net loss before income taxes for the years ended December 31, 2018 and 2017 as a result of the following:

		Year ended December 31, 2018		From May 1 2017 to December 31, 2017		Year ended April 30, 2017
Computed expected tax recovery	$	1,631,747	$	478,773	$	11,345
Permanent differences and other		(1,031,402)		–		–
Foreign tax rate differential		(4,020)		(61,611)		–
Tax rate change and others		–		(117,225)		–
Shares and warrants granted to settle debt		–		(297,201)		–
Net operating loss acquired from acquisition		–		–		271,106
Change in valuation allowance		(596,325)		(2,736)		(282,451)
Income tax provision	$	–	$	–	$	–

The significant components of deferred income tax assets and liabilities as at December 31, 2018 and 2017 after applying enacted corporate income tax rates are as follows:

		2018		2017
Net operating losses carried forward	$	926,781	$	330,456
Valuation allowance		(926,781)		(330,456)
Net deferred tax asset	$	–	$	–

Future tax benefits, which may arise as a result of these losses, have not been recognized in these consolidated financial statements, and have been offset by a valuation allowance.

The tax loss carry-forwards of the Company may be subject to limitation by Section 382 of the Internal Revenue Code with respect to the amount utilizable each year. This limitation reduces the Company’s ability to utilize net operating loss carry-forwards. The Company has performed an analysis of its Section 382 ownership changes and has determined that the utilization of all of its federal net operating loss carry forward is limited by Section 382. All of net operating loss carry forwards as of December 31, 2018, are subject to the limitations under Section 382 of the Internal Revenue Code. Federal net operating loss carry forwards for years prior to 2018 will expire, if unused, between 2033and 2037. NOL’s generated in 2018 will carry forward indefinitely.

The Company files income tax returns in the U.S. federal and various state jurisdictions. As of December 31, 2018, and 2017, the Company has federal and state net operating loss carryforwards each of approximately $3.4 million and $0.8 million, respectively.

As of December 31, 2018, and 2017, the Company has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements. The Company’s policy is to classify assessments, if any, for tax-related interest as income tax expenses. No interest or penalties were recorded during the years ended December 31, 2018, and 2017. The Company does not expect its unrecognized tax benefit position to change during the next twelve months.

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13. Subsequent Events

12 Months Ended

Dec. 31, 2018

Notes

13. Subsequent Events

13. Subsequent Events

On January 16, 2019, the Company issued 250,000 common shares to Angelfish with a fair value of $15,000 in lieu of principal payment of $25,000 pursuant to the amended termination agreement entered on October 1, 2018.

On March 14, 2019, the Company entered into a move forward agreement with three convertible note holders to amend an aggregate amount of $400,000 due on December 31, 2018. Pursuant to the agreement, the Company agreed to pay the unpaid principal on or before March 15, 2019 and issued 10,000,000 shares of common stock to the holders. The Company agreed to issue additional 5 million shares, respectively, in the event of strategic event occurs or a new Form 15c2-11 is filed and approved by Financial Industry Regulatory Authority (“FINRA”). The notes are currently in default and have not been paid.

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1. Nature of Operations and Continuance of Business: Going Concern (Policies)

12 Months Ended

Dec. 31, 2018

Policies

Going Concern

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at December 31, 2018, the Company has not recognized any revenue, has a working capital deficit of $3,088,845, has an accumulated deficit of $9,267,487 and has defaulted on certain notes payable. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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2. Summary of Significant Accounting Policies: A) Basis of Presentation and Principles of Consolidation (Policies)

12 Months Ended

Dec. 31, 2018

Policies

A) Basis of Presentation and Principles of Consolidation

a)    Basis of Presentation and Principles of Consolidation

The acquisition of OME and its subsidiary are considered common control transactions. Prior to the acquisition of OME and its subsidiary, both OME and the Company were controlled by Mr. Robert Wagner, the Company’s Chief Executive Officer, beginning on April 21, 2017. When businesses that will be consolidated by the Company, is acquired from Mr. Wagner, the transaction was accounted for as if the transfer had occurred at the beginning of the period of transfer, with prior periods retrospectively adjusted to furnish comparative information. The acquisitions of OME and its subsidiary was a transfer of businesses between entities under common control. Accordingly, the accompanying financial statements and related notes have been retrospectively adjusted to include the historical results and financial position of the acquired entities prior to the effective dates of such acquisitions. The financial information for OME and its subsidiary has been included in the Company’s consolidated financial statements beginning on April 30, 2017 as OME only had nominal activities from April 21, 2017, when Mr. Wagner acquired control of the Company.

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The consolidated financial statements are comprised of the records of the Company and its wholly owned subsidiaries: OME and OMP. All intercompany transactions have been eliminated on consolidation. The assets and liabilities of OME and OMP in these financial statements have been reflected on a historical cost basis because the transfer of OME and OMP to the Company is considered a common control transaction. When the Company acquired OME and OMP, the Company, OME and OMP were under direct control of Mr. Robert Wagner.

On March 16, 2018, the Board of Directors approved changing the Company’s fiscal year from a fiscal year ending on April 30 to a fiscal year ending on December 31, beginning with the period ended December 31, 2017.

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2. Summary of Significant Accounting Policies: B) Use of Estimates (Policies)

12 Months Ended

Dec. 31, 2018

Policies

B) Use of Estimates

b)    Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair value and estimated useful life of intangible assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

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2. Summary of Significant Accounting Policies: C) Cash and Cash Equivalents (Policies)

12 Months Ended

Dec. 31, 2018

Policies

C) Cash and Cash Equivalents

c)    Cash and cash equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of December 31, 2018 and 2017, the Company had cash on hand in the amount of $45,921 and $4,910, respectively.

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2. Summary of Significant Accounting Policies: d) Embedded Conversion Feature (Policies)

12 Months Ended

Dec. 31, 2018

Policies

d) Embedded Conversion Feature

d) Embedded Conversion Feature

The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging, to determine whether the embedded conversion features should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in income (loss). If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20, Debt with Conversion and Other Options, for consideration of any beneficial conversion feature. For embed conversion feature that is accounted for as derivative liabilities, the liability is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income (loss).

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2. Summary of Significant Accounting Policies: e) Earnings (Loss) Per Common Share (EPS) (Policies)

12 Months Ended

Dec. 31, 2018

Policies

e) Earnings (Loss) Per Common Share (EPS)

e)    Earnings (Loss) per Share (“EPS”)

Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2018 and 2017, the Company potentially dilutive shares have not been included in the computation of diluted net loss per share as the result would have been anti-dilutive. Details of the potentially dilutive shares are as follows:

	December 31, 2018	December 31, 2017
Convertible notes payable	12,877,069	-
Warrants	6,200,000	200,000
Common stock issuable	40,000	-
Total	19,117,069	200,000

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2. Summary of Significant Accounting Policies: F) Intangible Assets (Policies)

12 Months Ended

Dec. 31, 2018

Policies

F) Intangible Assets

f)    Intangible Assets

Intangible assets are stated at cost less accumulated amortization and are comprised of intellectual property developed by Yinuo, a non-related party, with a useful life of five years. During the year ended December 31, 2018, the period from May 1, 2017 to December 31, 2017 and the year ended April 30, 2017, the Company incurred amortization expense of $223,750, $66,667 and $nil, respectively.

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2. Summary of Significant Accounting Policies: G) Long-lived Assets (Policies)

12 Months Ended

Dec. 31, 2018

Policies

G) Long-lived Assets

g)    Long-lived Assets

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

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2. Summary of Significant Accounting Policies: H) Foreign Currency Transactions (Policies)

12 Months Ended

Dec. 31, 2018

Policies

H) Foreign Currency Transactions

h)    Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Foreign currency transactions are primarily undertaken in British Pounds. Foreign currency transactions are translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

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2. Summary of Significant Accounting Policies: I) Subsequent Events (Policies)

12 Months Ended

Dec. 31, 2018

Policies

I) Subsequent Events

i)     Subsequent Events

The Company evaluated subsequent events through the date when financial statements were issued for disclosure consideration.

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2. Summary of Significant Accounting Policies: j) Reclassification (Policies)

12 Months Ended

Dec. 31, 2018

Policies

j) Reclassification

j)     Reclassification

Certain prior year balances have been reclassified to conform with current period presentation.

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2. Summary of Significant Accounting Policies: K) Recent Accounting Pronouncements (Policies)

12 Months Ended

Dec. 31, 2018

Policies

K) Recent Accounting Pronouncements

k)    Recent Accounting Pronouncements

In February 2016, Topic 842, Leases (“Topic 842”) was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous US GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous US GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous US GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. Earlier application is permitted. The adoption of this standard is not expected to have a material impact on the Company´s consolidated financial statements.

The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Note 8 - Derivative Liability (Policies)

12 Months Ended

Dec. 31, 2018

Policies

Note 8 - Derivative Liability

8.    Derivative Liability

The Company records the fair value of the conversion price of the convertible debentures, as disclosed in Note 7, in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative liability is revalued on each balance sheet date or upon conversion of the underlying convertible debenture into equity with corresponding gains and losses recorded in the consolidated statement of operations.

As at December 31, 2018, the Company had a derivative liability of $535,930.

Balance, December 31, 2017	$	–
Derivative liability on inception		1,049,244
Repayment of note		(273,334)
Change in fair value		(239,980)
Balance, December 31, 2018	$	535,930

The derivatives were valued using a binominal model. The following inputs and assumptions were used to value the derivatives outstanding during the year ended December 31, 2018:

	Expected Volatility (1)	Risk-free Interest Rate (2)	Expected Dividend Yield (3)	Expected Life (in years)
February 27, 2018 convertible debenture:
As at February 27, 2018 (date of issuance)	471%	2.08%	0%	1.25
As at December 31, 2018 (mark-to-market)	482%	2.56%	0%	0.41
May 6, 2018 convertible debenture
As at May 6, 2018 (date of issuance)	315%	2.03%	0%	0.65
As at December 31, 2018 (mark-to-market)	383%	2.63%	0%	0.05
May 11, 2018 convertible debenture
As at May 11, 2018 (date of issuance)	320%	2.06%	0%	0.64
As at December 31, 2018 (mark-to-market)	383%	2.63%	0%	0.05
July 26, 2018 convertible debenture
As at July 26, 2018 (date of issuance)	364%	2.19%	0%	0.43
As at December 31, 2018 (mark-to-market)	383%	2.63%	0%	0.05
September 21, 2018 convertible debenture
As at September 21, 2018 (date of issuance)	291%	2.36%	0%	1.00
As at October 15, 2018 (mark-to-market on repayment day)	383%	2.70%	0%	0.93

(1)  The volatility was estimated using the historical volatility of the Company’s common stock.

(2)  The risk-free interest rate was determined by the Company using the Treasury Bill rate as of the respective measurement date.

(3)  Management does not expect to pay dividends for the foreseeable future.

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2. Summary of Significant Accounting Policies: e) Earnings (Loss) Per Common Share (EPS): Schedule of potentially dilutive shares (Tables)

12 Months Ended

Dec. 31, 2018

Tables/Schedules

Schedule of potentially dilutive shares

	December 31, 2018	December 31, 2017
Convertible notes payable	12,877,069	-
Warrants	6,200,000	200,000
Common stock issuable	40,000	-
Total	19,117,069	200,000

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3. Intangible Assets: Schedule of Finite-Lived Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2018

Tables/Schedules

Schedule of Finite-Lived Intangible Assets

		December 31, 2018		December 31, 2017
Cost	$	7,125,000	$	500,000
Accumulated amortization		(443,202)		(219,452)
Impairment		(4,975,000)		–
Intangible assets, net		1,706,798		280,548

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Note 8 - Derivative Liability: Schedule of derivative liability (Tables)

12 Months Ended

Dec. 31, 2018

Tables/Schedules

Schedule of derivative liability

Balance, December 31, 2017	$	–
Derivative liability on inception		1,049,244
Repayment of note		(273,334)
Change in fair value		(239,980)
Balance, December 31, 2018	$	535,930

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Note 8 - Derivative Liability: Schedule of inputs and assumptions to value convertible debentures (Tables)

12 Months Ended

Dec. 31, 2018

Tables/Schedules

Schedule of inputs and assumptions to value convertible debentures

	Expected Volatility (1)	Risk-free Interest Rate (2)	Expected Dividend Yield (3)	Expected Life (in years)
February 27, 2018 convertible debenture:
As at February 27, 2018 (date of issuance)	471%	2.08%	0%	1.25
As at December 31, 2018 (mark-to-market)	482%	2.56%	0%	0.41
May 6, 2018 convertible debenture
As at May 6, 2018 (date of issuance)	315%	2.03%	0%	0.65
As at December 31, 2018 (mark-to-market)	383%	2.63%	0%	0.05
May 11, 2018 convertible debenture
As at May 11, 2018 (date of issuance)	320%	2.06%	0%	0.64
As at December 31, 2018 (mark-to-market)	383%	2.63%	0%	0.05
July 26, 2018 convertible debenture
As at July 26, 2018 (date of issuance)	364%	2.19%	0%	0.43
As at December 31, 2018 (mark-to-market)	383%	2.63%	0%	0.05
September 21, 2018 convertible debenture
As at September 21, 2018 (date of issuance)	291%	2.36%	0%	1.00
As at October 15, 2018 (mark-to-market on repayment day)	383%	2.70%	0%	0.93

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11. Share Purchase Warrants: Schedule of Warrant Activity (Tables)

12 Months Ended

Dec. 31, 2018

Tables/Schedules

Schedule of Warrant Activity

	Number of warrants	Weighted average exercise price $
Balance, May 1, 2017	-	-
Issued	200,000	1.00
Balance, December 31, 2017	200,000	1.00
Issued	6,000,000	0.15
Balance, December 31, 2018	6,200,000	0.18

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12. Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables)

12 Months Ended

Dec. 31, 2018

Tables/Schedules

Schedule of Components of Income Tax Expense (Benefit)

		Year ended December 31, 2018		From May 1 2017 to December 31, 2017		Year ended April 30, 2017
Computed expected tax recovery	$	1,631,747	$	478,773	$	11,345
Permanent differences and other		(1,031,402)		–		–
Foreign tax rate differential		(4,020)		(61,611)		–
Tax rate change and others		–		(117,225)		–
Shares and warrants granted to settle debt		–		(297,201)		–
Net operating loss acquired from acquisition		–		–		271,106
Change in valuation allowance		(596,325)		(2,736)		(282,451)
Income tax provision	$	–	$	–	$	–

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12. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2018

Tables/Schedules

Schedule of Deferred Tax Assets and Liabilities

		2018		2017
Net operating losses carried forward	$	926,781	$	330,456
Valuation allowance		(926,781)		(330,456)
Net deferred tax asset	$	–	$	–

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1. Nature of Operations and Continuance of Business (Details)	12 Months Ended
	Dec. 31, 2018
Details
Entity Information, Former Legal or Registered Name	Oculus Inc.
Entity Incorporation, State Country Name	Nevada
Entity Incorporation, Date of Incorporation	Jan. 09, 2014

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1. Nature of Operations and Continuance of Business: Going Concern (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Details
Working capital deficit	$ 3,088,845
Accumulated deficit	$ (9,267,487)	$ (1,497,262)

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2. Summary of Significant Accounting Policies: e) Earnings (Loss) Per Common Share (EPS): Schedule of potentially dilutive shares (Details) - shares	Dec. 31, 2018	Dec. 31, 2017
Details
Convertible notes payable	12,877,069	0
Warrants	6,200,000	200,000
Common stock issuable	40,000	0
Total	19,117,069	200,000

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3. Intangible Assets: Schedule of Finite-Lived Intangible Assets (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Details
Cost	$ 7,125,000	$ 500,000
Accumulated amortization	(443,202)	(219,452)
Impairment	(4,975,000)	0
Intangible assets, net	$ 1,706,798	$ 280,548

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Note 4 - Related Party Transactions (Details) - USD ($)		8 Months Ended	12 Months Ended
		Dec. 31, 2017	Dec. 31, 2018	Apr. 30, 2017
CEO and Director of the Company
Due from Officers or Stockholders, Current		$ 40,793	$ 5,428
CEO and Director of the Company, Convertible Loan
Due from Officers or Stockholders, Current	[1]	200,000	176,500
Chief Financial Officer
Due to Officers or Stockholders, Current		11,880	6,880
CFO of the Company
Due to Officers or Stockholders, Current		0	30,000
Related Party Transaction, Expenses from Transactions with Related Party		0	30,000	$ 0
Company controlled by a significant shareholder
Related Party Transaction, Expenses from Transactions with Related Party		$ 0	$ 512,500	$ 0

[1] See Note 7.

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5. Loans Payable and Loans Payable - Related Party (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Details
Loans Payable	$ 1,261,800	$ 1,194,800

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6. Notes Payable (Details) - USD ($)		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017
Note Payable 1
Debt Instrument, Issuance Date		Mar. 15, 2015
Debt Instrument, Issuer		Company
Debt Instrument, Description		loan agreement
Debt Instrument, Face Amount		$ 25,000
Long-term Debt		$ 56,157	$ 56,157
Note Payable 2
Debt Instrument, Issuance Date		Mar. 15, 2017
Debt Instrument, Issuer		Company
Debt Instrument, Description		loan agreement
Debt Instrument, Face Amount		$ 75,000
Long-term Debt		$ 5,595	5,595
Debt Instrument, Collateral		unsecured
Debt Instrument, Interest Rate, Stated Percentage		8.50%
Debt Instrument, Maturity Date		Dec. 31, 2017
Note Payable 3
Debt Instrument, Issuer	[1]	Company
Debt Instrument, Description	[1]	various notes
Debt Instrument, Face Amount	[1]	$ 35,729
Debt Instrument, Payment Terms	[1]	due on demand
Note Payable 4
Debt Instrument, Issuance Date		Dec. 29, 2015
Debt Instrument, Issuer		Company
Debt Instrument, Description		a note
Debt Instrument, Face Amount		$ 500,000
Long-term Debt		$ 500,000	$ 500,000
Debt Instrument, Collateral		unsecured
Debt Instrument, Interest Rate, Stated Percentage		0.00%
Debt Instrument, Payment Terms		due on demand

[1] See Note 5.

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7. Convertible Notes Payable and Convertible Notes Payable - Related Parties (Details)	12 Months Ended
	Dec. 31, 2018 USD ($)
Beneficial conversion feature	$ 300,000
Convertible Note 1
Debt Instrument, Description	convertible note agreement
Debt Instrument, Face Amount	$ 200,000
Debt Instrument, Collateral	unsecured
Debt Instrument, Convertible, Terms of Conversion Feature	The notes conversion terms are as follows: (i) outstanding principal of $60,000 is convertible into OMP’s shares representing 5% of OMP (ii) outstanding principal of $140,000 is convertible into OMP’s shares representing 10% of OMP.
Convertible Note 1 | Minimum
Debt Instrument, Issuance Date	Mar. 01, 2015
Convertible Note 1 | Maximum
Debt Instrument, Issuance Date	Mar. 31, 2015
Convertible Note 2
Debt Instrument, Description	convertible note agreement
Debt Instrument, Face Amount	$ 20,000
Debt Instrument, Collateral	unsecured
Debt Instrument, Convertible, Terms of Conversion Feature	The principal amount and accrued interest would be automatically converted into OMP’s common shares at a rate of 50% of the market price of the OMP’s common shares upon the completion of an initial public offering (“IPO”) of OMP’s common shares or other common qualified financing prior to March 3, 2018
Debt Instrument, Interest Rate, Stated Percentage	30.00%
Debt Instrument, Maturity Date	Mar. 03, 2018
Convertible Note 2 | Minimum
Debt Instrument, Issuance Date	Mar. 01, 2016
Convertible Note 2 | Maximum
Debt Instrument, Issuance Date	Mar. 31, 2016
Convertible Note 3
Debt Instrument, Description	convertible note agreement
Debt Instrument, Face Amount	$ 10,000
Debt Instrument, Collateral	unsecured
Debt Instrument, Convertible, Terms of Conversion Feature	The principal amount and accrued interest shall be automatically converted into OMP’s common shares at a rate of 50% of the market price of OMP’s common shares upon the completion of an IPO or other qualified financing.
Debt Instrument, Interest Rate, Stated Percentage	15.00%
Debt Instrument, Maturity Date	Aug. 12, 2018
Convertible Note 3 | Minimum
Debt Instrument, Issuance Date	Aug. 01, 2016
Convertible Note 3 | Maximum
Debt Instrument, Issuance Date	Aug. 31, 2016
Convertible Note Payable 4
Debt Instrument, Issuance Date	Feb. 27, 2018
Debt Instrument, Description	convertible note
Debt Instrument, Face Amount	$ 153,000
Debt Instrument, Collateral	unsecured
Debt Instrument, Convertible, Terms of Conversion Feature	The note is convertible into common shares of the Company at 55% of the average two lowest trading prices in the 15 trading days preceding the notice of conversion.
Debt Instrument, Interest Rate, Stated Percentage	14.00%
Debt Instrument, Maturity Date	May 27, 2019
Convertible Note Payable 5
Debt Instrument, Issuance Date	May 06, 2018
Debt Instrument, Description	Company issued a convertible loan agreement
Debt Instrument, Face Amount	$ 100,000
Debt Instrument, Convertible, Terms of Conversion Feature	convertible at a 25% discount to the average trading price for the last 20 days prior to the date of conversion
Debt Instrument, Interest Rate, Stated Percentage	0.00%
Debt Instrument, Maturity Date	Dec. 31, 2018
Convertible Note Payable 6
Debt Instrument, Issuance Date	May 11, 2018
Debt Instrument, Description	Company entered into a convertible promissory note agreement
Debt Instrument, Face Amount	$ 100,000
Debt Instrument, Collateral	unsecured
Debt Instrument, Convertible, Terms of Conversion Feature	convertible at a 25% discount to the average trading price for the last 20 days prior to the date of conversion
Debt Instrument, Interest Rate, Stated Percentage	0.00%
Debt Instrument, Maturity Date	Dec. 31, 2018
Convertible Note Payable 7
Debt Instrument, Issuance Date	Jun. 12, 2018
Debt Instrument, Description	Company entered into a convertible promissory note agreement
Debt Instrument, Face Amount	$ 100,000
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares at $0.08 per share
Debt Instrument, Interest Rate, Stated Percentage	0.00%
Debt Instrument, Maturity Date	Dec. 31, 2018
Beneficial conversion feature	$ 75,000
Convertible Note Payable 8
Debt Instrument, Issuance Date	Jul. 26, 2018
Debt Instrument, Description	Company issued a convertible loan agreement
Debt Instrument, Face Amount	$ 100,000
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares at a 25% discount to the average trading price for the last 20 days preceding the conversion date
Debt Instrument, Interest Rate, Stated Percentage	0.00%
Debt Instrument, Maturity Date	Dec. 31, 2018
Convertible Note Payable 9
Debt Instrument, Issuance Date	Aug. 24, 2018
Debt Instrument, Description	Company entered into a convertible promissory note agreement
Debt Instrument, Face Amount	$ 225,000
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares at $0.10 per share
Debt Instrument, Interest Rate, Stated Percentage	0.00%
Debt Instrument, Maturity Date	May 30, 2019
Convertible Note Payable 10
Debt Instrument, Issuance Date	Sep. 21, 2018
Debt Instrument, Description	Company entered into a convertible note agreement
Debt Instrument, Face Amount	$ 153,000
Debt Instrument, Convertible, Terms of Conversion Feature	convertible into common shares of the Company at 65% of the average of the two lowest trading prices in the 15 days preceding the notice of conversion
Debt Instrument, Maturity Date	Sep. 21, 2019
Convertible Note Payable 11
Debt Instrument, Issuance Date	Oct. 15, 2018
Debt Instrument, Description	Company returned $150,000 as part of the cancellation of the September 21, 2018 convertible note payable

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Note 8 - Derivative Liability: Schedule of derivative liability (Details)	12 Months Ended
	Dec. 31, 2018 USD ($)
Details
Derivative Liability	$ 0
Derivative liability on inception	1,049,244
Repayment of note	(273,334)
Change in fair value	(239,980)
Derivative Liability	$ 535,930

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Note 8 - Derivative Liability: Schedule of inputs and assumptions to value convertible debentures (Details)	Dec. 31, 2018	Sep. 21, 2018	Jul. 26, 2018	May 11, 2018	May 06, 2018	Feb. 27, 2018
February 27, 2018 convertible debenture
Expected Volatility (1)	482.00%					471.00%
Risk-free Interest Rate (2)	2.56%					2.08%
Expected Dividend Yield (3)	0.00%					0.00%
Expected Life (in years)	4 months 28 days					1 year 3 months
May 6, 2018 convertible debenture
Expected Volatility (1)	383.00%				315.00%
Risk-free Interest Rate (2)	2.63%				2.03%
Expected Dividend Yield (3)	0.00%				0.00%
Expected Life (in years)	18 days				7 months 24 days
May 11, 2018 convertible debenture
Expected Volatility (1)	383.00%			320.00%
Risk-free Interest Rate (2)	2.63%			2.06%
Expected Dividend Yield (3)	0.00%			0.00%
Expected Life (in years)	18 days			7 months 20 days
July 26, 2018 convertible debenture
Expected Volatility (1)	383.00%		364.00%
Risk-free Interest Rate (2)	2.63%		2.19%
Expected Dividend Yield (3)	0.00%		0.00%
Expected Life (in years)	18 days		5 months 5 days
September 21, 2018 convertible debenture
Expected Volatility (1)	383.00%	291.00%
Risk-free Interest Rate (2)	2.70%	2.36%
Expected Dividend Yield (3)	0.00%	0.00%
Expected Life (in years)	11 months 5 days	1 year

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10. Shareholders' Equity (Details) - USD ($)		8 Months Ended	12 Months Ended
		Dec. 31, 2017	Dec. 31, 2018	Apr. 30, 2017
Stock-based compensation		$ 0	$ 1,050,910	$ 0
Transaction 1
Sale of Stock, Description of Transaction			Company issued 250,000 common shares to a convertible note holder
Shares, Issued			250,000
Shares issued, Fair Value			$ 5,000
Transaction 1 | Minimum
Sale of Stock, Transaction Date			Mar. 01, 2018
Transaction 1 | Maximum
Sale of Stock, Transaction Date			Mar. 31, 2018
Transaction 2
Sale of Stock, Description of Transaction	[1]		Company issued 375,000 common shares to a non-related party
Stock Issued During Period, Shares, New Issues	[1]		375,000
Transaction 2 | Minimum
Sale of Stock, Transaction Date	[1]		Apr. 01, 2018
Transaction 2 | Maximum
Sale of Stock, Transaction Date	[1]		Apr. 30, 2018
Transaction 3
Sale of Stock, Transaction Date			Aug. 16, 2018
Sale of Stock, Description of Transaction			Company issued 200,000 common shares to Angelfish
Shares issued, Fair Value			$ 438,000
Stock Issued During Period, Shares, New Issues			200,000
Transaction 4
Sale of Stock, Transaction Date	[1]		Aug. 16, 2018
Sale of Stock, Description of Transaction	[1]		Company issued 100,000 common shares with a fair value of $110,075 as part of the consulting agreement
Shares issued, Fair Value	[1]		$ 110,075
Stock Issued During Period, Shares, New Issues	[1]		100,000
Stock-based compensation	[1]		$ 117,500
Transaction 5
Sale of Stock, Transaction Date			Aug. 16, 2018
Sale of Stock, Description of Transaction			Company issued 112,000 common shares with a fair value of $11,463 for consulting services
Shares issued, Fair Value			$ 11,463
Stock Issued During Period, Shares, New Issues			112,000
Transaction 6
Sale of Stock, Transaction Date	[2]		Aug. 16, 2018
Sale of Stock, Description of Transaction	[2]		Company issued 26,500,000 common shares with a fair value of $6,625,000 for the acquisition of intangible assets
Shares issued, Fair Value	[2]		$ 6,625,000
Stock Issued During Period, Shares, New Issues	[2]		26,500,000
Transaction 7
Sale of Stock, Transaction Date			Dec. 04, 2017
Sale of Stock, Description of Transaction			Company cancelled 70,000,000 shares of common stock and issued 5,000,000 shares of preferred stock and 40,000,000 shares of common stock
Shares, Issued			40,000,000
Preferred shares issued			5,000,000
Transaction 8
Sale of Stock, Transaction Date	[3]		Dec. 03, 2017
Sale of Stock, Description of Transaction	[3]		Company entered into an initial termination agreement with Angelfish with respect to outstanding payable
Shares, Issued	[3]		200,000
Shares issued, Fair Value	[3]		$ 438,000

[1] See Note 9.

[2] See Note 3.

[3] See Note 5.

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11. Share Purchase Warrants (Details)	12 Months Ended
	Dec. 31, 2018 shares
Share Purchase Warrants
Sale of Stock, Description of Transaction	Company issued warrants to purchase 200,000 common shares of the Company
Share Purchase Warrants | Minimum
Sale of Stock, Transaction Date	Dec. 01, 2017
Share Purchase Warrants | Maximum
Sale of Stock, Transaction Date	Dec. 31, 2017
Share Purchase Warrants - 1
Share-based Goods and Nonemployee Services Transaction, Description of Goods or Services Received	consulting services to assist the Company in the growth of its business for one year
Share-based Goods and Nonemployee Services Transaction, Securities Issued	warrants
Share-based Goods and Nonemployee Services Transaction, Shares Approved for Issuance	5,000,000
Share-based Goods and Nonemployee Services Transaction, Valuation Method	Black-Scholes option pricing model
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Volatility Rate	356.00%
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Risk Free Interest Rate	2.74%
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Term	3 years
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Dividend Rate	0.00%
Share Purchase Warrants - 2
Share-based Goods and Nonemployee Services Transaction, Securities Issued	share purchase warrants
Share-based Goods and Nonemployee Services Transaction, Shares Approved for Issuance	1,000,000
Share-based Goods and Nonemployee Services Transaction, Valuation Method	Black-Scholes option pricing model
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Volatility Rate	352.00%
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Risk Free Interest Rate	2.65%
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Term	3 years
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Dividend Rate	0.00%

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11. Share Purchase Warrants: Schedule of Warrant Activity (Details) - $ / shares	8 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018
Details
Warrants Balance, Starting		200,000
Weighted Average Exercise Price, starting		$ 1.00
Warrants Issued	200,000	6,000,000
Weighted Average Exercise Price	$ 1.00	$ 0.15
Warrants Balance, Ending	200,000	6,200,000
Weighted Average Exercise Price, ending	$ 1.00	$ 0.18

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12. Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Apr. 30, 2017
Details
Computed expected tax recovery	$ 478,773	$ 1,631,747	$ 11,345
Permanent differences and other	0	(1,031,402)	0
Foreign tax rate differential	(61,611)	(4,020)	0
Tax rate change and others	(117,225)	0	0
Shares and warrants granted to settle debt	(297,201)	0	0
Net operating loss acquired from acquisition	0	0	271,106
Change in valuation allowance	(2,736)	(596,325)	(282,451)
Provision for income taxes	$ 0	$ 0	$ 0

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12. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Details
Net operating losses carried forward	$ 926,781	$ 330,456
Valuation allowance	(926,781)	(330,456)
Net deferred tax asset	$ 0	$ 0

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13. Subsequent Events (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Common Stock, Shares, Issued	90,272,340	62,735,340
Event 1
Subsequent Event, Date	Jan. 16, 2019
Subsequent Event, Description	Company issued 250,000 common shares to Angelfish with a fair value of $15,000 in lieu of principal payment of $25,000 pursuant to the amended termination agreement
Common Stock, Shares, Issued	250,000
Shares issued, Fair Value	$ 15,000
Event 2
Subsequent Event, Date	Mar. 14, 2019
Subsequent Event, Description	Company entered into a move forward agreement with three convertible note holders to amend an aggregate amount of $400,000
Common Stock, Shares, Issued	10,000,000